Agenda packet — Palm Springs City Council, September 25, 2025 (part 2 of 9)

(BB&K 2024)

AMENDMENT NO. 1 TO THE ON-CALL LOW VOLTAGE CABLING
SERVICES AGREEMENT 24B203

BETWEEN THE CITY PALM SPRINGS AND VETERANS COMMUNICATIONS, INC.

1. Parties and Date.

This Amendment No. 1 to the On-Call Low Voltage Cabling Services Agreement 24B203 is made and entered into as of this 24th day of September, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City ”), and Veterans Communications, Inc., a California Corporation. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor entered into an agreement titled “ On-call Low Voltage Cabling Services” dated September 16th, 2024 (Agreement) for the purpose of retaining the services of Contractor to provide on-call low voltage cabling services in an amount not to exceed $960,000 and a term of September 16th, 2024 and ending on September 15th, 2027.

2.2 Amendment Purpose. City and Contractor now desire to amend the A greement to provide additional compensation to contractor for a new not to exceed contract amount of $960,000.

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

11.3 of the Agreement.

3. Terms.

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

"3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $960,000.00. "

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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(BB&K 2024)

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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(BB&K 2024)

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE ON-CALL LOW VOLTAGE CABLING SERVICES AGREEMENT 24B203
BETWEEN THE CITY PALM SPRINGS AND VETERANS COMMUNICATIONS, INC.

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

CONTRACTOR:

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

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

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

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ATTACHMENT B

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55575.18100\42913029.1

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(BB&K 2024)

AMENDMENT NO. 1 TO THE ON-CALL LOW VOLTAGE CABLING
SERVICES AGREEMENT 24B204

BETWEEN THE CITY PALM SPRINGS AND DATASTREAM TECHNOLOGY

CONSULTING

1. Parties and Date.

This Amendment No. 1 to the On -Call Low Voltage Cabling Services Agreement is made and entered into as of this 24th day of September, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Datastream Technology Consulting, a California Corporation. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor entered into an agreement titled “ On-Call Cabling Services Agreement” dated September 16 th, 2024 (“Agreement” ) for the purpose of retaining the services of Contractor to provide on-call low voltage cabling services in an amount not to exceed $300,000 and a term of September 16, 2024 and ending on September 15, 2027.

2.3 Amendment Purpose. City and Contractor now desire to amend the A greement to provide additional compensation to contractor for a new not to exceed contract amount of $640,000.

2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section

11.3 of the Agreement.

3. Terms.

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

"Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $640,000.00. "

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(BB&K 2024)

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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(BB&K 2024)

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE ON-CALL CABLING SERVICES AGREEMENT 24B204

BETWEEN THE CITY PALM SPRINGS AND DATASTREAM TECHNOLOGY CONSULTING

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

CONTRACTOR:

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

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

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

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ATTACHMENT C

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1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Veterans Communication Services, Inc.

2. Address of Entity (Principle Place of Business)
14730 Central Avenue, Chino, CA 91710

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

4. 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

5. Type of Entity
[8] Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Mark Montgomery [8] Officer D Director D Member D Manager (Revised 05/16/19)
[name]
D General Partner D Limited Partner
□Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□Other

CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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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.

Mark Montgomery 100%
[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 PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Date
Sep 16, 2025
Mark Montgomery -CEO

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

CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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ATTACHMENT
D
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1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

DATASTREAM TECHNOLOGY CONSUL TING

2. Address of Entity (Principle Place of Business)
7106 Orchard St. Riverside CA 92504

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

4. State where Entity is Registered with Secretary of State

CALIFORNIA
If other than California, is the Entity also reqistered in California? D Yes D No

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity SERGIO RUIZ D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
[Rl Other OWNER, RMO, CFO
CLAUDIA VELADOR D Officer D Director D Member D Manager (Revised 05/16/19)
[name]
D General Partner D Limited Partner
[Rl Other CEO, SECRET ARY
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□Other

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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I J

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

EXAMPLE
JANEDOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
40%, DATASTREAM TECHNOLOGY

SERGIO RUIZ CONSULSTING
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
60%, DATASTREAM TECHNOLOGY

CLAUDIA VELADOR CONSULSTING
[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 entitvl

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

Signature of Disclosing Party, Printed Name, Title Date Sep 17, 2025

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

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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SERGIO RUIZ - OWNER/RMO/CFO
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CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: APPROVE AGREEMENT NO. 25C350 WITH DELL INC. FOR THE

PURCHASE OF COMPUTER SERVICES AND EQUIPMENT

FROM: Scott C. Stiles, City Manager

BY: Larry Klingaman, Director of Information Technology

SUMMARY:

This action will approve Agreement No. 25C350 with Dell Marketing L.P. (Dell) in an amount not to exceed $2,609,063 to provide computer services and equipment purchases for a term of thirty-three months through June 30, 2028.

RECOMMENDATION:

1) Approve Agreement No. 25C350 ( Attachment A ) with Dell Marketing L.P. for equipment purchases and computer services in an amount not to exceed $2,609,063, for an initial thirty-three month term beginning on September 25, 2025, through June 30, 2028;

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

BUSINESS PRINCIPAL DISCLOSURE:

Dell is a publicly traded company listed in the New York Stock Exchange (NYSE) under the symbol DELL, with 274 million shares outstanding with a Board of Directors.

BACKGROUND:

The City has acquired Dell equipment (desktops, servers, and storage) since at least 2007. Due to the complexity of the City environments, Information Technology (IT) has standardized its procurement, configuration, deployment, and support processes around a single supplier for computer and other technology systems. Standardization of equipment allows efficient support for the over one thousand systems in use within the City. This approach also leads to cost savings as staff become familiar with systems and create opportunities to streamline deployment of resources.

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City Council Staff Report
September 25, 2025 - Page 2
Agreement Dell Computer Services and Equipment

On September 1, 2022, City Council approved a five-year contract with Dell for the direct purchase of computer equipment utilizing the WSCA/NASPO cooperative under Minnesota Master Agreement No. MNWNC -108 and the California Participating Addendum (California Participating Addendum No. 7-15-70-34-003).

Staff requested $500,000 a year over a five- year period for a not -to-exceed amount of $2,500,000 as that amount directly aligned with a newly created internal service fund. The new fund was created to provide centralized management, planning and tracking of technology-related equipment. Items included in this category include desktops, laptops, servers, and storage systems to support day-to-day operations in the City . At the time, only these purchases were included in the amount and special project purchases from Dell were to be presented to Council for separate approval as they occur. The existing NASPO contract has expired, and a new contract needs to be executed.

STAFF ANALYSIS:

During the initial thirty-six months of the existing contract, $1,864,383 has been expended with Dell, which averages approximately $620,000 annually, or $120,000 over the initial estimated costs. This increase is attributable to three main factors: the inclusion of the Aviation Department, whose IT expenses were not factored into the total contract amount, grant/project funded purchases, and various additional equipment purchases offered at a discount through the cooperative pricing.

Since the approval of the initial contract, IT has centralized management and procurement of all technology related components at the Airport and works collaboratively to ensure the correct funds are appropriated each year to provide services. The Aviation Department works from a different fund from the rest of the City, and budgets separately, and the relevant Dell purchases scheduled over the term of the contract are budgeted at an additional $200,000 annually.

Additionally, staff continually reach out to different vendor partners when acquiring software and other equipment . Dell has been quoting extremely competitively and was awarded purchases for items outside of our replacement fund. While these purchases are harder to quantify as they are opportunity based, staff are requesting approximately $100,000 of additional contract space annually for these types of purchases based on historical awards.

The last aspect that was not considered in the total purchases was grants. Over time, the City applies for and receives grants to supplement existing services and also to provide new services. Some recent examples of these services are public Internet Terminals for the Library and Recreation Departments. However, over the last three years the City has purchased an average of approximately $25,000 annually from Dell with grant -based funds.

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City Council Staff Report
September 25, 2025 - Page 3
Agreement Dell Computer Services and Equipment

Taken together, the total expected purchases with Dell over the thirty-three-month term of the contract are $2,268,750. Staff are requesting a not-to-exceed contract amount for the expected Dell purchases, plus a 15% contingency to account for other opportunities that arise and are budgeted for through the term.

Purchase Types Cost
Equipment Replacements $ 500,000.00
Aviation Purchases $ 200,000.00
Other Equipment $ 100,000.00
Grant Purchases $ 25,000.00
Expected Annual Purchases $ 825,000.00

Monthly Expenses $ 68,750.00
Thirty-Three (33) Month Term $ 2,268,750.00 15% Contingency $ 340,312.50
Contract Amount Not To Exceed $ 2,609,062.50

The State of Minnesota performed a competitive bidding process and awarded Minnesota Master Agreement No. 23026 through the NASPO cooperative for the purchase of computer services and equipment from Dell. The State of California exercised a piggyback clause and issued California Participating Addendum No. 7-23-70-55-01. The NASPO agreement currently expires on June 30, 2026, but is expected to be renewed for two more 12-month terms with an anticipated final expiration date of June 30, 2028.

City of Palm Springs Municipal Code Section 7.03.09, “Special Procurement Methods,” Section 5, “Cooperative Purchasing Programs” authorizes the City Council to authorize the acquisition of supplies or services through cooperative agreements with other publ ic entities or associations, provided that the selected vendor has been chosen through a competitive process that protects the public interest and offers favorable pricing due to economies of scale. The Information Technology Department is proposing to enter into a thirty-three month agreement utilizing NASPO Value Point Master Agreement 23026.

NASPO is a public agency that conducts competitive solicitations and awards contracts to qualified vendors, allowing participating agencies to benefit from volume pricing and streamlined procurement processes. This cooperative purchasing arrangement provides competitive pricing and efficient procurement to support the operational needs of the Information Technology Department.

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 1H - Page 3
City Council Staff Report
September 25, 2025 - Page 4
Agreement Dell Computer Services and Equipment

environment. The requested action is to approve contracts for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This project aligns with City Council’s Strategic Plan Broad Goal of Infrastructure and Facilities.

FISCAL IMPACT:

The proposed agreement has a maximum value of $2 ,609,063. This is an on- call, as- needed type contract, however, the actual amount of expenditure will be based on the budgeted amount set by the Department and corresponding approved budgets. Sufficient funds are currently budgeted.

REVIEWED BY:

Director of Information Technology: Larry Klingaman
Procurement and Contracting Manager: Tabitha Richards
Deputy City Manager: Jeremy Hammond
City Manager: Scott Stiles

ATTACHMENTS:

A. Business Disclosure Form
B. Agreement No. 25C350
C. NASPO ValuePoint Master Agreement Number 23026/ 7-23-70-55-01

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ATTACHMENT A

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)
(Revised 05/16/19)

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)

Who Must File?

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

Why Must I File?

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

When Must I File?

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

What Must I Disclose?

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

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

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

NOTE: USE ADDITIONAL PAGES AS NECESSARY

What if I Have Questions?

If you have any questions about how to complete this form, please contact the Office of the City Clerk, (760) 323-8206, [email protected].
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City of Palm Springs
Public Integrity Disclosure
Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these s upplementary 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 Brother s, 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 (PID Form 1) a. Officers: John Doe, Jill Doe, and Jay Doe page 1
b. Ownership: page 2
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe

2. Acme Brothers, LLC, a California limited liability company (PID Form 2) a. Managers: Acme Brothers 2, Inc., a California corporation page 1 b. Ownership: 100% Acme Brothers 2, Inc., a California corporation page 2

3. Acme Brothers 2, Inc., a California corporation (PID Form 3) a. Officers: George Doe, Bill Doe, and Jane Doe page 1
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company page 2

4. Acme Brothers 2, LLC, a California limited liability company (PID Form 4) a. Managers: George Doe page 1
b. Ownership: page 2
i. 50% George Doe
ii. 50% Jane Doe
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The full disclosure listing of natural persons with financial interest in Acme Brothers, Inc., a California corporation, would represent the following:

1. John Doe, 25%

2. Jill Doe, 25%

3. George Doe, 25%

4. Jane Doe, 25%
In order for you, as an applicant, to disclose to appropriate City officials any potential conflict of interest, it is critical that all managers, members, corporate officers, and all natural persons having any financial interest of 5% or more be identified. Failure to identify all such persons may be cause for any action approved by the City to be declared null and void. 1H - Page 8

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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(Revised 05/16/19)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

4. State where Entity is Registered with Secretary of State

If other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity

 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

_________________________________________________  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 ____________________________________

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 2 of 2 ends

(Revised 05/16/19)

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

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

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1 Internal Use - Confidential

Adoption Agreement 23C350
By and Between City of Palm Springs, CA
and Dell Marketing L.P .

Utilization of the
NASPO ValuePoint Master Agreement 23026

This Adoption Agreement (“Adopting Agreement”) is made between the City of Palm Springs, a California charter city and municipal corporation located in the County of Riverside, State of California (hereinafter referred to as the “CITY”); and Dell Marketing L.P . (“DELL”) with offices at One Dell Way, Round Rock, Texas 78682 (collectively, the “Parties”).

For Mutual and Valuable Consideration, the City and DELL agree to utilize the terms and conditions of the NASPO ValuePoint Master Agreement Number 23026 / 7-23-70-55-01, the underlying agreem ent (“NASPO Agreement ”). Pricing Discount Structure of the NASPO Agreement is applicable to the purchases made by CITY.

1.0 This Adoption Agreement shall become effective as of the date last signed below and will renew conterminously with the NASPO Agree ment until cancelled in accordance with the underlying agreement.

2.0 No other terms and conditions shall apply without mutual agreement including any preprinted terms on invoices or purchase orders.

3.0 All notices required pursuant to the Adoption Agreem ent shall be in writing and sent by certified mail, return receipt requested and email.

4.0 The term of this Adoption Agreement shall continue from September 25, 2025, through June 30, 2028.

5.0 The total value of this Adoption Agreement over the thirty-three month period shall not exceed $2,500,000.

To the CITY: To DELL:

TO: City of Palm Springs (“CITY”)
Attn: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262

Dell Marketing L.P . (“Dell”)
One Dell Way
Round Rock, Texas 78682
Legal Notices:

[email protected]

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2 Internal Use - Confidential

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND DELL MARKETING L.P.

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. ________
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3 Internal Use - Confidential

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

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

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ATTACHMENT C

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Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Assignment of NASPO Master Agreement 23004 Page 1 of 3
ASSIGNMENT OF NASPO MASTER AGREEMENT 23004
This Assignment Agreement is by and among the State of Minnesota, acting through its Commissioner of Administration (State), Dell Inc., One Dell Way, Round Rock, TX 78682 (Original Contractor), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (Assigned Contractor).

WHEREAS, the State has an agreement with the Original Contractor identified as Contract 23004, effective July 14, 2023, through June 30, 2025 (Contract), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, the Original Contractor wishes to assign all its interests in the Contract to the Assigned Contractor; and WHEREAS, the assignment provision of the Contract provides assignment of the agreement only upon written consent of the State.

NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows:

1. The Assigned Contractor is assigned Contract 23026 to accommodate participating addenda under the Master Agreement.

2. This Assignment Agreement will become effective upon its approval and execution by the parties and approval of the appropriate State officials, pursuant to Minn. Stat. § 16C.05, subd. 2.

3. The State hereby approves the request of the Original Contractor to assign the Assigned Contractor all its interests, rights, and responsibilities, duties, and other provisions set forth in the Contract, which is attached and incorporated as Exhibit A, provided the Original Contractor and the Assigned Contractor agree to all provisions set forth in this Assignment Agreement.

4. Representations and Warranties:
a. The Original Contractor represents and warrants to the State that it is not in default of any of its obligations under the Contract.
b. The Assigned Contractor represents and warrants to the State that: (i) as of the effective date of this Assignment Agreement, the Assigned Contractor will have received sufficient information, right to technology, and key personnel sufficient to properly perform the duties, responsibilities, obligations, and all other provisions assigned to it, and (ii) the Assigned Contractor is ready, willing, and able to perform all of the duties, obligations, and responsibilities of the Contract. c. The representations and warranties set forth in this Section 4 are for the sole benefit of the State and its permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity (including the Original Contractor and the Assigned Contractor) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Assignment Agreement.

5. The Assigned Contractor accepts assignment of all of the provisions of the Contract.

6. Any and all amounts due to the Original Contractor by a Participating Entity for goods or services provided by the Original Contractor prior to July 14, 2023, under the Contract will be paid to the Original Contractor by the Participating Entity. Any and all amounts due under the Contract on or after July 14, 2023, will be paid to the Assigned Contractor by the Participating Entity and the Original Contractor.

7. When applicable, payment for remaining work and travel expenses from the Contract will be paid at the rates set in the Contract. The amount to be paid to the Assigned Contractor will not exceed the Contract’s total costs, minus the DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 16

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total payments made to the Original Contractor.

8. If applicable, the Assigned Contractor will provide proof of insurance with the coverage and in the amounts called for in the original solicitation document, attached herein.

9. If applicable, the Assigned Contractor will provide a copy of its Affirmative Action Certification as approved by the Minnesota Department of Human Rights.

10. If applicable, the Assigned Contractor will provide a copy of its Equal Pay Certification as approved by the Minnesota Department of Human Rights.

This Assignment Agreement is effective upon the date that the final required signatures are obtained.

IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be duly executed intending to be bound thereby.

1. ORIGINAL CONTRACTOR
Dell Inc.

The Original Contract Vendor certifies that the appropriate person(s) have executed this document on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature

Printed Name
Title:

Date:

By:

Title:

Date:

3. OFFICE OF STATE PROCUREMENT
In accordance with Minn. Stat. §16C.03, Subd. 3.

By:

Signature

Printed Name
Title:

Date:

2. ASSIGNED CONTRACTOR
Dell Marketing L.P.

The Assigned Contract Vendor certifies that the appropriate person(s) have executed the Contract on behalf of the Contract Vendor as required by applicable articles, bylaws, resolutions, or ordinances.

By:

Signature

Printed Name
Title:

Date:

By:

Title:

Date:

4. COMMISSIONER OF ADMINISTRATION
Or delegated representative.

By:

Signature

Printed Name
Title:

Date:

DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 Christopher Alan Garcia
Asst. Corp Secretary & SVP Legal
9/7/2023
ParaLegal Advisor
9/7/2023
Katherine Castillo
Elizabeth M. Randa
9/7/2023
Acquisition Management Specialist
Andy Doran
9/7/2023
IT Acquisitions Supervisor
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ECE99192885E4FE ... 8DEF23302D0B4B8 ...
742DE739C8ED492 ...

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EXHIBIT A: CONTRACT

Attached and incorporated into Exhibit A is the following document(s):

• NASPO Master Agreement 23004.

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NASPO ValuePoint Master Agreement No.: 23004

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Dell Inc., whose designated business address is One Dell Way, Round Rock, TX 78682 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals

1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and

4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

Accordingly, the Parties agree as follows:

Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.

Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.

If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

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NASPO
Value Point™
Ml N8SOTA

1. a.
b.

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Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.

Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.

Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):

Band 1, Personal Computer Devices – Windows Operating Systems Band 2, Personal Computer Devices - Non-Windows Operating Systems Band 3, Servers and Storage
Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
Restrictions
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.

Software
Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

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Any software purchased must be related to the procurement of equipment.

Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

General Services
Services must be related to the procurement of equipment.

Service limits will be addressed by each State.

Wireless phone and internet service is not allowed.

Managed Print Services are not allowed.

Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

Any Cloud Service purchased must be related to the procurement of equipment.

Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

Lease/Rentals of equipment may be allowed and will be addressed by each State.

Cellular Phone Equipment is not allowed.

EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.

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Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.

Elizabeth Randa, Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: [email protected]
Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Ashley Salinas, SLED Contract Program Manager.

Ashley Salinas, SLED Contract Program Manager
Dell Inc.

One Dell Way
Round Rock, TX 78682
[email protected]
Phone: 512.542.1237

If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

Notices
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.

Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirement
Exhibit D: Price Schedule
Exhibit E: Contractor Terms and Conditions
Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.

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Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

1. Contractor
The Contractor certifies that the appropriate
person(s) have executed the Contract on behalf of
the Contractor as required by applicable articles,
bylaws, resolutions, or ordinances.

2. State Agency
With delegated authority
Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:

Signature:

Title: Date:

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 7/14/2023ParaLegal Advisor
Katherine Castillo
7/14/2023Acquisition Management Specialist
Elizabeth M. Randa
Andy Doran
IT Acquisitions Supervisor 7/14/2023
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Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Conflict of Terms/Order of Precedence.

Any order placed under this Master Agreement shall consist of the following documents:

A Participating Entity’s Participating Addendum (“PA”); Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.

A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.

Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

Definitions.

Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g. mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.

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_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.

Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.

Components are the parts that make up a computer configuration.

Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Configuration means the combination of hardware and software components that make up the total functioning system.

Customer (see Purchasing Entity).

Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.

Embedded Software means one or more software applications which permanently reside on a computing device.

Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.

The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.

EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.

FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.

FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.

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Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.

Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

Lead State means the State centrally administering any resulting Master Agreement(s).

Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.

Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.

NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.

Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

Participating State means a state that has executed a Participating Addendum.

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Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.

Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.

Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.

Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.

Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.

Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.

Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, pre- implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.

Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.

EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.

Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 27
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in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.

Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.

Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.

Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.

Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.

Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

Term of the Master Agreement.

The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Amendments.

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.

Participants and Scope.

Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 28
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Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. Canadian Participation. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.

NASPO and NASPO ValuePoint are not parties to the Master Agreement.

Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 29
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Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

Individual Customers.

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Independent Contractor.

The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.

The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.

Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 30
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Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.

Price and Rate Guarantee Period.

All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.

Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

Services.

Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.

Ordering.

Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.

Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.

Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

All Orders pursuant to this Master Agreement, at a minimum, shall include:

The service description or supplies being delivered;
DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 31

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The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.

All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

Trade-In.

Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.

Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.

Shipping and Delivery.

The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 32
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Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.

Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.

Inspection and Acceptance.

Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

Acceptance. Purchasing Entity shall determine whether all Products and Services delivered meet the Contractor's published specifications. No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. Failure to reject upon receipt, however, does not relieve the Contractor of liability for latent or hidden material defects. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance. If the parties agree to acceptance testing, the terms of subsection (c), below, apply.

Acceptance Testing. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and required for the purchase. “Acceptance Testing” means the process for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity.

The Acceptance Testing period shall be thirty (30) calendar days starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 33
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If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.

Title of Product.

Definitions. For purposes of this section, the following terms are defined as follows:
“Deliverables” means any reports, analyses, scripts, code, or other work results that Contractor delivers to Purchasing Entity within the framework of fulfilling Contractor’s obligations to Purchasing Entity. "Equipment” means Contractor-branded hardware products. “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of a party.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Equipment free and clear of all liens, encumbrances, or other security interests. Purchasing Entity’s rights to use the software delivered by Contractor are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply.

Contractor’s EULA must be made available to Purchasing Entities for review prior to negotiating a Participating Addendum or the issuance of an Order and shall meet or exceed the terms set forth in this Master Agreement.

Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

Contractor grants Purchasing Entity a non-exclusive, non-transferable, irrevocable license to use (without the right to sublicense) the Deliverables provided by Contractor for Purchasing Entity’s internal business and governmental purposes, only and solely in accordance with the applicable service specification and subject to this Master Agreement. The grant of this license is subject to Purchasing Entity’s compliance with the terms of this Master Agreement and Purchasing Entity’s payment of applicable amounts due. Such license shall be perpetual unless granted pursuant to the purchase of a subscription, in which case the license shall be for the term of the subscription. Purchasing Entity may authorize its service providers to use the Deliverables, but solely on Purchasing Entity’s behalf, solely for Purchasing Entity’s internal business or governmental purposes, and Purchasing Entity shall be responsible for service provider’s compliance with these restrictions. This section shall not affect a Purchasing Entity’s right to transfer ownership of a product, and transfer, if permitted by Contractor or its licensors, licenses associated with such product, to another individual or entity as part of the Purchasing Entity’s surplus program or sale of used products to employees or former employees.

Contractor reserves for itself all Proprietary Rights that it has not expressly granted to Purchasing Entity herein.

The license granted in this clause 20(c) does not apply to: (i) Equipment; (ii) Contractor-branded generally available software; or (ii) items licensed or otherwise provided under a separate agreement. Contractor is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any service, specification, or, subject to Contractor’s confidentiality obligations to Purchasing Entity, in using the Deliverables or performing similar Professional Services for any other projects. Notwithstanding the previous, Contractor’s use of Deliverables created specifically for and paid for by a Purchasing Entity is subject to Purchasing Entity approval.

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Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entity’s applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

If (i) Contractor is or becomes aware of any infringement claim made against a third-party branded product offered by Contractor through this Master Agreement, (ii) the third-party branded product is determined to infringe upon the intellectual property rights of another third party, and (iii) such infringement is not remedied by the third party so that the product is no longer infringing, Contractor shall immediately cease offering the product under this Master Agreement and notify the Lead State, NASPO, Participating Entities, and purchasers of the product.

Warranty.

The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

Payment.

Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 35
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proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior written consent from the Lead State, such consent not to be unreasonably withheld.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally authorized to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty (30) days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements described herein.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 36

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and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and Participating Entities evidence of coverage that meets the requirements of this Section and the applicable Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one- quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

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Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Reserved.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 38
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purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification.

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In the event of any such claim by any third party against the Indemnified Party that Products, Software, Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Indemnified Party shall promptly notify the Contractor. The Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party’s laws, and hold harmless the Indemnified Party against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Indemnified Party.

If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an adverse ruling, the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify such Products, Software, Services, or Deliverables to make them non-infringing without materially affecting their utility or functionality; (3) replace such Products, Software, Services, or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables, or Software.

Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed by, on behalf of, or at the direction of Contractor; (2) the combination, operation, or use of the Products, Software, Services, or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contractor's compliance with Indemnified Party’s written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and resolution of such claim or action, unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not received, and (c) Indemnified Party’s cooperation with Contractor in defending and resolving such claim or action. This Section states Indemnified Party’s exclusive remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12 months preceding the date of the dispute concerning any products and services, or $5,000,000, whichever is greater. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates; specified by the Contractor to work with the Product; or DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 40

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reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Intentionally deleted.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential by one party (the “originating party”) and is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of the originating party (“Confidential Information”).

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Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, the receiving party shall advise the originating party, and the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with advise the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 42

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descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

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If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

Waiver of Breach.

Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 44
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2. 3.

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or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

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Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

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5. 6.

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Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 48

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the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 49
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develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

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Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

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The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 52

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Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

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Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

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Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 55

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not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

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Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
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Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1B-1 Desktops - Alienware, Inspiron, Vostro, XPS 0.5% 1 1B-2 Notebooks - Alienware, Inspiron, Vostro, XPS 2.5% 1 1B-3 Projectors/Monitors/Other Electronics 2.5%
1 1B-4 Displays 2.5%
1 1B-5 Imaging 2.5%
1 1B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 1 1B-7 Spare Parts related to Band 1 0.5%
1 1B-8 Customer Kits 15.0%
1 1B-9 Ready to Ship configurations 4.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 1 1T-1 Selected Third Party - Software and Peripherals 0.5% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
2 2B-1 Commercial Chromebooks 15.0%
2 2B-2 Consumer Chromebooks 15.0%
2 2B-3 Projectors/Monitors/Other Electronics 2.5%
2 2B-4 Displays 2.5%
2 2B-5 Imaging 2.5%
2 2B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 2 2B-7 Spare Parts related to Band 2 0.5%
2 2B-8 Customer Kits 15.0%
2 2B-9 Ready to Ship configurations 4.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 2 2T-1 Selected Third Party - Software and Peripherals (Non-discountable) 0.5% Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 3B-1 Spare Parts related to Band 3 0.5%
3 3B-2 Customer Kits 15.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% 3 3T-1 Selected Third Party - Software and Peripherals 0.5% DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 59
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP

Bands 1 & 2

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%

2. Cumulative Discount(s)
Threshold Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Band 3

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0%
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
none
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

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Exhibit D: Price Schedule Volume-Based Discounts

2. Cumulative Discount(s)
Column1 Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Additional discount(s) available.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. none
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 61
Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 62
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.

DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 63
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
in 30
in 15, Net 30
in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 64-

Page 47 of 47 ends

Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
• Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.

• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial- and-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.

• Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).

These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52 1H - Page 65

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: PALM SPRINGS BOARD OF LIBRARY TRUSTEES ANNUAL REPORT FOR FISCAL YEAR 2024-25

FROM: Scott C. Stiles, City Manager

BY: Library

SUMMARY:

The City Council will receive and file the Palm Springs Board of Library Trustees Annual Report.

RECOMMENDATION:

Receive and file the Palm Springs Board of Library Trustees Annual Report for Fiscal Year 2024-25.

BACKGROUND:

At their September 3, 202 5 meeting, the Palm Springs Board of Library Trustees unanimously approved the Annual Report for Fiscal Year 2024-25 . Pursuant to their Bylaws, the report is being submitted for City Council to receive and file.

REVIEWED BY:

Department Director: Jeannie Kays
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles

ATTACHMENTS:

A. Library Annual Report 2024-25

Item 1I - Page 1

ATTACHMENT A

Item 1I - Page 2
With this funding, we upgraded our computers and furniture, and in Fiscal Year 2024-25 we saw the results: a 12% increase in public computer sessions!
Even during a year of transition, our library remained a busy hub of activity. A total of 136,681 people visited us in person, an average of 11,390 visitors each month, just 3% fewer than last year. Checkouts soared: 417,613 physical and digital items were borrowed, a 23% increase! Alongside books, DVDs, and music, we now lend California State Parks passes and even video games. Digital offerings like eBooks, magazines, and music continue to be popular as well.

With our move on the horizon, we focused on taking the library out into the community. Children’s and Teen Librarians visited schools and community centers 67 times, sparking an incredible 80% jump in Summer Reading participation, 866 readers strong! Putting books into the hands of children and teens is always one of our greatest joys.

Now that we’re settled into our temporary space at Rimrock Plaza, we’re keeping the momentum going. Story times and our Spanish Book Club continue at Rimrock, while other programs are “on the road” through partnerships with local organizations and at our Welwood Murray Memorial Library.

Stay up to date on our renovation journey at EngagePalmSprings.com.

The dream is becoming a reality. We can’t wait to celebrate it with you!

STATISTICS
AT-A-GLANCE:

Palm Springs Public Library

PALM SPRINGS PUBLIC LIBRARYPALM SPRINGS PUBLIC LIBRARY
2024-2025 ANNUAL REPORT
City Librarian and Director of Library Services, Jeannie Kays Palm Springs Public Library
300 S. Sunrise Way, Palm Springs, CA 92262
Temporary Location During Renovation:
4721 E. Palm Canyon Drive, Palm Springs CA 92264
760-322-READ (7323) www.pslibrary.org

MAIN LIBRARY
Library Visits/Door Count: 136,681
Materials Checked Out: 244,728
Number of eBook Check-outs: 24,352
Public Service Hours: 2,499
New Library Cards Issued: 2,861
Public Computer Sessions: 23,593
Public Wi-Fi Sessions: 23,205
Number of Virtual Programs: 36
Virtual Program Attendance: 1,196
Number of In-Person Programs: 317
In-Person Program Attendance: 6,356
Number of Reference Questions: 8,870
Passport Applications Processed: 720

WELWOOD MURRAY MEMORIAL LIBRARY
Library Visits/Door Count: 28,586
Public Service Hours: 2,980
Public Computer Sessions: 3,863
Public Wi-Fi Sessions: 2,320
This has been an exciting year of growth, change,
and community connection for the Palm Springs
Public Library. From new technology to
expanded outreach, we’re thrilled to share the
highlights with you.

In 2023, our IT Department received an $80,500
California Advanced Services Fund Broadband
Adoption Account grant from the California
Public Utilities Commission.

Item 1I - Page 3
SUMMER READING STATS:

TOTAL SIGNUPS: 860 (+333
participants from last year!)

TOTAL NUMBER OF
PARTICIPANTS WITH 3 OR
MORE WEEKLY CHECK-INS:
177

TOTAL BINGO SHEETS
COMPLETED: 96 (New
Program this year!)
The search was not easy,
appropriately sized space was
not readily avaialble within the
City and cost was a factor. We
knew we could not go smaller
than 5,000 square feet. We
knew we needed a space for two
to three years. Several sites
were considered and
elimainated for various reasons
but soon the Rimrock Plaza
location rose to the top, meeting
most of our needs.

That’s when
the hard work began, analyzing
our collection to determine what
to bring and what would fit in
the space, to ensure our ongoing
library service.

This year we returned to paper
registration cards that tracked sign-
ups, weekly check-ins for their FREE
books, and BINGO sheet completions.

We saw a huge spike in registrations,
almost doubling our number from last
year. With the ‘gaming theme’ of
leveling-up we were able to partner
with some new businesses and hold
several off-site activities, including
Trivia and Board Game Play. The
Adults and Teens also collaborated on
a couple of programs about strategic
thinking and then putting those newly
learned skills into motion at the Escape
Room Palm Springs!
Fifty adults and
teens participated in one of six Escape
Rooms working together to ‘escape’
the room. After their first experience
they were given pointers by the onsite
Game Masters and then were able to try
a different Escape Room and apply
what they learned. It was a fun
afternoon and everyone had a great
time! This year summer reading grand
prizes were based on the gaming
theme and were once again generously
provided by the Friends of the Library.

Prizes included a PlayStation 5,
Nintendo Switch, Outdoor Play, Water
Fun, and even a Pickleball set and
match with the Chief of Police Andy
Mills! Participants could earn entries
by checking in weekly and completing
BINGO, then they entered their tickets
into bins for the grand prize they
wanted to try and win. In addition,
many local businesses and
organizations donated gift certificates
and merchandise to give away weekly
and at the Finale celebration. Grand
prize winners were drawn live at the
Finale!
On Saturday, July 19, following the
Summer Reading Finale, the community
gathered to celebrate the upcoming
Library Renovation, to acknowledge the
journey and support that it took to get
the Library to this place and to say
goodbye to the building, for now. West
Hollywood Poet Laurette Brian Sonia-
Wallace began with a poem written for
the occasion, followed by guest speakers
including Mayor Pro Tem Naomi Soto,
Vice-Chair of the Library Board of
Trustees David Norgard, Nanci Morrison
President of the Friends of the Palm
Springs Library, and Bill Wylie, President
of the Palm Springs Public Library
Foundation. The Library Director,
Jeannie Kays, shared her appreciation to
the Boards, City Staff, the State Library,
Measure J, and the community for all
their support. Hundreds of community
members attended and activities
included opening the time capsule from
1995, face painting, a photo booth, ice
cream, custom poems, and lots of fun!
Summer Reading 2025
Level Up @ Your Library
A Six Month Journey to
Find a Temporary Space
for the Library.

It was a ‘Goldielocks journey’ for the
Library Administrative team when
looking for an appropriate space for
the temporary library during the
renovation.

Location was key; ideally it needed to
be centrally located withn Palm
Springs, at minimum it needed to be
on a bus line. It needed sufficient
parking for both staff and the public.

Could the space accomodate both
library services and programming or
would those need to be separate? So
many questions to answer!
Library Renovation and
Closing Celebration Brings
Out the Community!
People wrote messages on the
walls at the Library Renovation
Celebration and Closing Party
sharing memories, sentiments,
and thanking staff.

Item 1I - Page 4

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: NAMING RIGHTS FOR THE PALM SPRINGS PUBLIC LIBRARY

FROM: Scott C. Stiles, City Manager

BY: Department of Library Services

SUMMARY:

The Memorandum of Understanding between the Palm Springs Public Library Foundation (“Foundation”) and City of Palm Springs requires the City Council to approve naming opportunities for the Palm Springs Public Library system costing more than $100,000.

The Foundation proposes and requests approval of naming rights for fundraising to support the renovation and continued operation and long- term maintenance of the Palm Springs Public Library system.

RECOMMENDATION:

1) Approve the naming rights for areas proposed.

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

BACKGROUND:

On May 25, 2023, the City Council approved a Memorandum of Understanding (MOU) (Attachment A) between the City and the Palm Springs Public Library Foundation.

Per the MOU, the Foundation will be better able to support the renovation, continued operation and long- term maintenance of the Palm Springs Public Library system if it is able to raise funds through the issuance of naming rights for the Palm Springs Public Library system and its component parts, such as the community room, main reception, north courtyard and koi pond. Naming rights on opportunities valued at more than $100,000 shall require specific approval by the City Council.

STAFF ANALYSIS:

The Foundation has developed a list of naming rights opportunities for fundraising purposes. Items costing more than $100,000 include:

Item 1J - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Library Naming Rights

• Campus
• Library
• South Entrance
• North Courtyard
• J.C. Frey Building
• Main Reception
• Children’s Area
• Koi Pond
• Digital Marquee on corner
• Community Room
• Desert Scaping
• Patio for Meeting Room
• Family Patio

Sponsorships of these naming rights opportunities may raise $7 million toward the renovation and continued operation and long- term maintenance of the Palm Springs Public Library system.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15375(a), a “Project” means the whole of an action which has a potential for resulting in a direct physical change in th e environment. According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This item supports City Council Broad Strategic Goal, Improve Infrastructure and Facilities.

FISCAL IMPACT:

Per the MOU, any direct costs incurred in connection with the issuance of Naming Rights Opportunities shall be assumed and paid by the Foundation or donors. This includes the cost of signage, plaques, name plates, changes in lighting and the like, and the cost of any marketing material or events required to identify and engage prospective donors.

REVIEWED BY:

Department Director: Jeannie Kays
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles

ATTACHMENTS:

A. Memorandum of Understanding between the Palm Springs Public Library Foundation and the City of Palm Springs
Item 1J - Page 2

ATTACHMENT A
Item 1J - Page 3
55575.18200\40893611.7
Agr eement A9435
1 MEMORANDUM OF UNDERSTANDING

BETWEEN

THE PALM SPRINGS PUBLIC LIBRARY FOUNDATION
AND

THE CITY OF PALM SPRINGS
This Memorandum of Understanding (“MOU”), by and between the City of Palm Springs (the “City”), and the Palm Springs Public Library Foundation (the “Foundation”), and together known as the “Parties,” establishes a framework for a sustainable partnership between the Parties in order for mutual support to continue and prosper. This MOU shall be effective on t he date (“Effective Date”) that it is signed by both Parties, following any legally required approval by the governing bodies of the Parties.

RECITALS
WHEREAS, the City is a charter city and California municipal corporation; WHEREAS, the Palm Springs Library Board of Trustees (“Board”) reviews and amends library policy, reviews progress reports, discusses immediate and long- range library planning, prepares an annual budget, prepares an annual report for the City Council and State Library, and administers the Library Trust Fund;
WHEREAS, the Foundation was established as a nonprofit public benefit corporation in the State of California on June 3, 2014;
WHEREAS, the Foundation was created to engage in the solicitation, receipt, and administration of funds and property, and from time to time, to disburse such funds, property and the income thereof to, or for the benefit of, the Palm Springs Public Library system; WHEREAS, the Foundation intends to solicit donations for the Palm Springs Public Library system from individuals, organizations and corporations and recommend to the City that the Palm Springs Public Library system amenities be named for specific donors depending on the amount donated;
WHEREAS, the Parties desire to enter this MOU to clearly delineate the responsibilities of the Parties to each other in accomplishing the purposes stated herein.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, both Parties agree as follows:

DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 4
55575.18200\40893611.7

Agreement A9435
2 I. OBLIGATIONS OF THE CITY

a. Governance/Administration

i. Authorize the Foundation to use the name, likeness and logo of the City and the Palm Springs Public Library when deemed appropriate by the Director of Library Services, or his or her designee.
ii. Prior to any use of the Foundation’s logo the City shall receive approval of the President of the Foundation.
iii. Recognize the Foundation as a legally separate, independent entity with its own governing body.

b. Coordination

i. Provide support for mutually agreed upon Foundation programs, budgets, projects, fundraising activities, and/or reports.
ii. Provide staff consulting and technical assistance for mutually agreed upon improvement programs and projects whenever possible. iii. Assist the Foundation’s coordination with other agencies, as needed. iv. Hold a regular meeting, at a minimum annually, between the City and the Foundation to discuss matters mutually agreed upon between the City and the Foundation.
v. The Director of Library Services shall be the primary contact on behalf of the City.

c. Maintenance Standards
i. Except as may be set forth in one or more Facility Use Agreements, the City shall be solely responsible for maintaining all Palm Springs Public Library system facilities in good condition, substantial repair, in a safe, clean and sanitary condition, and in compliance with all rules, regulations, ordinances, or laws.
d. Finances

i. Any funds provided to the City under this MOU shall be used to support the construction, operation, maintenance, and improvement of the Palm Springs Public Library system.
ii. Upon receiving any funds pursuant to II.c.iii., determine whether any such funds are funds contributed to the Foundation from the Library Trust Funds and return any such funds to the appropriate Library Trust Fund account(s). e. Services Offered to the Foundation

i. Provide space at Palm Springs Public Library system facilities , as well as program and maintenance support for activities and other Palm Springs Public Library system improvement projects, to include meeting, program, DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 5
55575.18200\40893611.7

Agreement A9435
3 fundraising, and event space at mutually agreed upon times at the Palm Springs Public Library system facilities. To the extent that a Palm Springs Public Library system facility is used, either by the Foundation itself (i.e., for meetings or events), or by third parties (i.e., for fundraising events), any such use shall be subject to a Facility Use Agreement, in a form approved by the City Attorney and City Manager.
ii. Promote the Foundation’s presence and programs , as permitted. iii. Publicly recognize the work, contributions, services, and/or donations received directly or indirectly from the Foundation.
iv. The City will coordinate with the Foundation to erect and/or install signage and other Library Elements (as defined in Section III.a, below) at Palm Springs Public Library system facilities . The approval, permitting and display of such signage shall be subject to the City’s laws and regulations.

The Foundation will pay for the signage and the City shall provide personnel to assist in erecting and/ or installing the signage at the Palm Springs Public Library system facilities. Notwithstanding the foregoing, for electronic signage, the City sha ll pay for, maintain , and update such electronic signage for Palm Springs Public Library events and for donor recognition.
viii. Contributions. The Board may, in its sole and absolute discretion, disburse funds to the Foundation to assist the Foundation in its fundraising efforts for the benefit of the Palm Springs Public Library system. The Board shall consider contribution requests made in accordance with Section II.d below.

II. OBLIGATIONS OF THE FOUNDATION

a. Governance/Administration

i. Register with the Internal Revenue Service (IRS) and California Franchise Tax Board (FTB) as a non -profit organization, and maintain such status . ii. Meet federal, state and local charitable solicitation requirements , if the Foundation solicits funds.
iii. Obtain and maintain any necessary permits, licenses, special insurance, equipment, and inspections for Foundation programs, activities, or events and pay associated costs or fees, if any.
iv. Authorize the City to use the logo of the Foundation to promote the Foundation and its activities when deemed appropriate by the President of the Foundation. v. Prior to any use of the name, likeness and logo of the City and the Palm Springs Public Library the Foundation shall receive approval of the Director of Library Services, or his or her designee.

b. Coordination

i. Work with the Director of Library Services or his or her designee and the Board to coordinate on Foundation plans, programs, needs, and projects.

DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 6
55575.18200\40893611.7

Agreement A9435
4 ii. Coordinate fundraising activities on Palm Springs Public Library system facilities with Palm Springs Public Library staff.
iii. The Foundation shall provide semi-annual reports to the Director of Library Services showing all donations, disbursements and other expenditures, and funds held. Moreover, the report shall list the number of fundraising events held, and the amount of money raised from each event. These reports shall be provided to the Director of Library Services on February 1 and August 1 of each year. The Foundation shall provide any financial records requested by the City within thirty (30) days following such request.

c. Finances

i. Comply with all IRS and FTB non-profit requirements to remain in good standing.
ii. Donate specific, individual donations for the purchase and/or design and construction of Palm Spring Public Library system facility features, as set forth in Section IV, below.
iii. Upon dissolution, return any and all funds donated to the Foundation for the benefit of the Palm Springs Public Library system to the City , in accordance with Article IX of the Articles of Incorporation of the Palm Springs Public Library Foundation.

d. Contribution Requests

i. The Foundation may submit contribution requests to the Board for the following expenses: fundraising events and efforts, fundraising data collection tools (including software or databases), personnel salaries for the Foundation’s Executive Director or other fundraising/administrative staff, program support for new or ongoing programs and services at the Palm Springs Public Library, costs for capital or awareness campaigns, and other expenses to directly support activities that either support or raise funds for the Palm Springs Public Library.
ii. The Foundation shall not submit any contribution requests to the Board for the following expenses: memberships, and travel or meal expenses (including expenses for alcohol) .
iii. Each contribution request submitted to the Board shall include the following items/information in order to be considered by the Board:

1. The amount of the contribution sought;

2. A description of the activity, services, or goods that the contribution will be used for;

3. A specific budget demonstrating how the contribution will be allocated; and

4. A description of the forecasted or anticipated outcome of the activity, services, or goods for which the contribution will be used.

DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 7
55575.18200\40893611.7

Agreement A9435
5 III. NAMING RIGHTS FOR THE LIBRARY AND ITS ELEMENTS
a. Right to Issue Naming Rights. The Parties acknowledge and agree that the Foundation will be better able to support the renovation and continued operation and long- term maintenance of the Palm Springs Public Library system if it is able to raise funds through the issuance of naming rights for the Palm Springs Public Library and its component parts (“N aming Rights Opportunities”). Examples of potential Naming Rights O pportunities include, but are not limited to, the Library itself, the lobby, rooms, other facilities, and improvements, (the “Library Elements”). To the extent permitted by law, and subject to the City’s prior approval, as set forth in Section III.c, the Foundation shall have the right to issue Naming Rights Opportunities to the Palm Springs Public Library and the Library Elements.
b. Term of Naming Right. The name will be affiliated with the Library Element for the applicable Naming Rights Term depending on the amount donated, as follows:

Amount Donated Naming Rights Term
Less than $5,000 1 years
$5,001 to $10,000 5 years
$10,001 to $50,000 10 years
$50,001 to $100,000 15 years
$100,001 or More 20 years

c. Termination of Naming Right. Notwithstanding the specified Naming Rights Term, if the Library Element must be replaced or substantially repaired, it may be renamed for a new donor. The Naming Right s Opportunity may additionally be terminated under the following circumstances:
i. The Foundation and the City shall each individually retain the right to rescind the naming rights if, in their sole discretion, it is determined that (i) a previously-approved name has become inappropriate due to subsequent criminal acts or acts of moral turpitude of the donor or the person or entity honored by the issuance of the naming rights, (ii) a donor has failed to meet its financial obligations relating to a pledged donation, or (iii) any other factor relating to the donor , the honoree, or the donation has arisen that would discredit the Foundation, the Palm Springs Public Library, or the City and/or is contrary to the City’s interests. d. The City’s Prior Approval. The City shall retain all control over location, size, type, and amount of all Naming Rights Opportunities, and any in- kind donation. Prior to issuing any Naming Rights O pportunity, the Foundation shall obtain the City’s written approval of the Naming Rights O pportunity, including as applicable, the proposed location, size, type of opportunity, any required signage/installation, expected donation amount, value of in-kind DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 8
55575.18200\40893611.7

Agreement A9435
6 donation, and the donor’s name. The City shall have thirty (30) calendar days to review and approve or deny any proposed Naming Rights Opportunity. i. The Director of Library Services has the authority to approve or disapprove a proposed Naming Rights Opportunity up to $25,000.
ii. The City’s City Manager has the authority to approve or disapprove a proposed Naming Rights Opportunity in excess of $25,000 up to $100,000. iii. Naming Rights Opportunities in excess of $ 100,000 shall require specific approval by the City’s City Council.
iv. The Foundation shall not be required to obtain City approval for dedication plaques, engraved tiles or bricks or donor walls in locations approved by the City in its sole and absolute discretion. Such features shall be consistent with the design and functionality of the Palm Springs Public Library.
e. Proceeds from Naming Rights. Other than reasonable Foundation operating expenses, the Foundation will use all donations it receives for the benefit of the Palm Springs Public Library system, including the restoration, operation (including programs and services) , maintenance, and improvement of the Palm Springs Public Library System. The Foundation shall provide City the proceeds from the Naming Rights within thirty (30) days of receipt from donor.

If the Foundation determines operating expenses are necessary to be retained from the donation, the Foundation shall pro vide the Director of Library Services documentation of the expense and justification for retaining the operating expense. If the Director of Library Services does not agree to the retaining of the operating expense, a hearing shall be held before the Boar d to determine if the operating expense is justified. If the Board determines the operating expense is not justified, the Foundation shall return the withheld proceeds of the donation to the City within thirty (30) days from the Board hearing.

f. Costs. Any direct costs incurred in connection with the issuance of Naming Rights Opportunities shall be assumed and paid entirely by the Foundation or by donor s. As further described below, this includes, without limitation, the cost of signage, plaques, name plates, changes in lighting, and the like, and the cost of any marketing materials or events required to identify and engage prospective donors. The Foundation shall be responsible for repairing any damage to any signage, plaques, or name plates. The City shall not be obligated to replace any Library Element or signage, plaque, or name plate that is damaged or destroyed. Any donor with naming rights to the damaged Library Element shall be honored in an alternative method at the sole discretion of the Director of Library Services.
g. No Property Interest. Notwithstanding any provision of this MOU, the Parties do not intend to convey any ownership or other interest in the Palm Springs Public Library and nothing in this MOU or any donation agreement shall be construed or interpreted as a grant of easement or any other interest in any property , including any portion of any Palm Springs Public Library system facility. If this MOU or any provisions of this MOU are construed or interpreted by a court of competent jurisdiction as conveying an interest in real property among the Parties, DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 9
55575.18200\40893611.7

Agreement A9435
7 this MOU shall immediately become of no further force or effect, without notice to or action by any Party.

IV. DONATIONS TO FUND LIBRARY ELEMENTS
a. It is understood that the Foundation shall have the right to solicit donations that are designated by an individual donor (the “Specific Donation”). The Specific Donation can be designated by the individual donor toward the Foundation’s endowment or for u se towards the purchase and/or design and construction of the Palm Springs Public Library, or the construction and installation of any Library Element. The individual donors and any conditions attached to the Specific Donation shall be consistent with the goals , values and objectives of the City and the Foundation and the design and functionality of the Palm Springs Public Library system facility for which the Specific Donation was made.

V. INSURANCE

The Foundation shall obtain and maintain insurance coverage in amounts and of the types (i.e. general liability and directors and officers) as required by the City’s Risk Manager, based on the Foundation’s structure and activities.

VI. AMENDMENT, RENEWAL AND TERMINATION

a. The term of this MOU shall commence on the Effective Date and, unless sooner terminated by written agreement of the Parties, shall end on the expiration of t en (10) years following the Effective Date (“the Expiration Date”). Either Party may renew this MOU for an additional period of ten (10) years to commence upon the Expiration Date. To exercise this option to renew, a Party must deliver to the other Party a written notice of its exercise of the option to renew at least six ty (60) days prior to the Expiration Date.

b. Any modifications, assignments, alterations, or extensions must be in writing, signed, and approved by both Parties.

c. This MOU may be terminated by either Party upon 30 days written notice.

d. Distribution of Proceeds Upon Expiration of the Term or Termination. At the Board’s sole and absolute discretion, any loan made to the Foundation by the Board may become automatically due and payable upon termination or upon expiration of the Term.

VII. INDEMNITY

a. Each Party agrees to indemnify, defend, and hold harmless the other Party , its officers, agents and employees from any and all liabilities, claims, or losses of any nature, including reasonable attorneys’ fees and costs of suit, to the extent caused by, arising out of, or in connection with, the indemnifying Party ’s negligent or DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 10
55575.18200\40893611.7

Agreement A9435
8 wrongful acts or omissions arising from its respective activities pursuant to this MOU.

VIII. DISPUTE RESOLUTION
a. The Parties agree to work together in good faith to resolve disagreements that may arise under this MOU. Should such a disagreement arise, the Parties having authority to resolve the dispute will meet and negotiate in good faith toward a mutually satisfactory solution. If any disagreement cannot be resolved through such negotiations, the Parties will consider other alternative dispute resolution processes upon which they may later agree. However, if at any time a Party determines that circumstances so war rant, such Party may seek any available remedy without waiting to complete the informal meet and confer process.

IX. GENERAL PROVISIONS

a. Assignment. Neither Party may assign or transfer all or any portion of its rights or obligations under this MOU to any third party, without obtaining the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any purported assignment, without the other Party’s prior written consent, shall be void. b. Binding Effect. This MOU shal l be binding on all heirs, successors and assigns of the Foundation and the City.
c. Entire Agreement. This MOU contains the entire agreement and understanding of the Parties on this subject. The City and the Foundation understand, acknowledge and agree t hat no Party, or any agent or attorney for any Party, has made any promise, representation or warranty of any kind whatsoever, express or implied, not contained herein to induce the execution of this MOU. The City and the Foundation understand, acknowledge and agree that this MOU has not been executed in reliance upon any promise, representation, or warranty not contained herein. d. Applicable Law. This MOU and all rights and obligations arising out of it shall be construed in accordance with the laws of the State of California. Any legal or administrative action arising out of this MOU shall be conducted in Riverside County, California. e. Warranty of Authority. The persons executing this MOU on behalf of the City and the Foundation represent and warrant that they are duly authorized to execute this MOU and to bind their respective Party to all terms and conditions of this MOU. f. Severability. If any section, subsection, sentence, clause or phrase of this MOU, or the application thereof to any of the Parties, is for any reason held invalid or unenforceable, the validity of the remainder of the MOU shall not be affected thereby and may be enforced by the Parties to this MOU.
g. Notices. All notices, demands and communications between the City and the Foundation shall be in writing and shall be given by personal delivery, registered mail (return receipt requested, with postage prepaid), Federal Express, electronic mail, or any other reliable private express delivery service to the following addresses:

DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 11
55575.18200\40893611.7

Agreement A9435
9 City of Palm Springs Palm Springs Public Library Foundation 3200 E. Tahquitz Canyon Way 300 S. Sunrise Way
Palm Springs, CA 92262 Palm Springs, CA 92262
Attn: City Manager Attn: President

The foregoing names, addresses may be changed at any time by written notice, as provided above. h. Interpretation. This MOU has been prepared jointly by the Parties, with full access to legal counsel of their own. No ambiguity shall be resolved against any Party on the premise that it or its attorneys were solely responsible for drafting this MOU or any provision thereof. i. Counterparts. This MOU may be executed electronically, and in one or more counterparts, each of which shall constitute an original.

IN WITNESS, WHEREOF, the Parties enter into this Understanding as of the Effective Date.

[Signatures on the following page.]

DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C Item 1J - Page 12
55575.18200\40893611.7

Agreement A9435
10 SIGNATURE PAGE
TO

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE PALM SPRINGS PUBLIC LIBRARY FOUNDATION
AND

THE CITY OF PALM SPRINGS

PALM SPRINGS PUBLIC LIBRARY

FOUNDATION

CITY OF PALM SPRINGS

By: ___________________________
David Sidley, President

Date: ___________________

By: ___________________________
Scott C. Stiles City Manager

Date: ___________________

By: ___________________________
Serena Leiterman , Secretary

Date: ___________________

ATTEST:

By: ___________________________
Brenda F. Pree, MMC, CERA, City
Clerk

APPROVED AS TO FORM:

By: ___________________________
Jeffrey S. Ballinger
City Attorney

DocuSign Envelope ID: 9212B6B1-5BAE-42CD-9967-312FF9E4DC8C 7/16/2023
7/16/2023
7/17/2023
Agenda Date:05/25/2023
AgendaItem:1D
Item 1J - Page 13
~ DocuSigned by:

L ~ OA400
lrDocuSigned by:
~=D2~~~
~ DocuSigned by:

L~A ~~~

CITY COUNCIL STAFF REPORT

DATE: S EPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: ACCEPTANCE OF DONATION FROM THE ESTATE OF FREDERICK C.

VANHOOF IN THE AMOUNT OF $ 33,126.78 FOR PALM SPRINGS

PUBLIC LIBRARY TRUST FUND

FROM: Scott C. Stiles, City Manager

BY: Department of Library Services

SUMMARY:

Staff recommends the City Council accept a donation to the Palm Springs Public Library Trust Fund in the amount of $33,126.78 from the estate of Frederick C. Vanhoof.

RECOMMENDATION:

1) Approve the acceptance of a donation award from the estate of Frederick C. Vanhoof in the amount of $33,126.78.

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

STAFF ANALYSIS:

The Palm Springs Public Library has received notification that the Library is a beneficiary of the estate of Frederick C. Vanhoof. At the passing of Mr. Vanhoof, the terms of the trust have gone into effect. The gift to the Palm Springs Public Library Trust Fund is $33,126.78. There are no stipulations or terms of the gift, except that the funds be given to the Palm Springs Public Library. At their May 7, 2025 meeting, the Library Board of Trustees unanimously accepted the gift (Attachment A).

FISCAL IMPACT:

These monies will be deposited into the Library Trust Fund to be used for Future Library Projects. There will be no impact to the General Fund and no matching funds are required to accept this donation.

Item 1K - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Acceptance of Vanhoof Donation

REVIEWED BY:

Department Director: Jeannie Kays
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles

ATTACHMENTS:

A. Library Board of Trustees Minutes, May 7, 2025

Item 1K - Page 2

ATTACHMENT A
Item 1K - Page 3
Board of Library Trustees Minutes: May 7, 2025 1

PALM SPRINGS PUBLIC LIBRARY

BOARD OF LIBRARY TRUSTEES

MINUTES
Palm Springs Public Library May 7, 2025
City Hall Large Conference Room

1. CALL TO ORDER
Chair Garner called the meeting to order at 5:30 PM

ROLL CALL PRESENT
Juanita Garner Yes
Al Jones Yes
David Norgard Yes
Deborah Schwarz Yes
STAFF PRESENT: Jeannie Kays, Director of Library Services.

CITY STAFF PRESENT: Lisa Brock, Assistant Director of Library Services , Julie Warren, Public Relations Manager, and Arun Mayani, Administrative Assistant.

PUBLIC PRESENT: Andrew Johnson, Bill Wylie, Peter Pearson, and Vincent Hubbard

2. ACCEPTANCE OF THE AGENDA:

MOTION: (Norgard/Schwarz, 3-0) To accept the agenda and advance item 7B to follow item 5B.

3. PUBLIC COMMENTS: No public comments

4. CONSENT AGENDA

4. A. Meeting Minutes of April 2, 2025

4. B. Library Statistics

4. C. Donation Report
MOTION: (Schwarz / Norgard, 3-0) To approve the consent agenda.

Treasurer Al Jones arrived at 5:33 PM

5. ADMINISTRATIVE REPORTS

5. A. Friends of the Palm Springs Library
Julie Warren gave the report.

5. B. Palm Springs Public Library Foundation
Peter Pearson gave the report.

5. C. Library Staff
Director Jeannie Kays and Julie Warren gave the report.

Item 1K - Page 4

Board of Library Trustees Minutes: May 7, 2025 2

6. TREASURER’S REPORT

Trustee Al Jones gave the report.

MOTION: (Schwarz/Norgard, 4-0) To accept the Treasurer’s report.

7. DISCUSSION/ACTION ITEMS

7. A. RECEIVE GIFT OF $33,126.78 FROM CAROLINE J. WALLIN, ESTATE OF FREDERICK C.

VANHOOF AND ALLOCATE FUNDS FOR FUTURE LIBRARY PROJECTS.

MOTION: (Jones/Schwarz, 4-0) Approve the acceptance of a $33,126.78 gift designated for future library projects.

7. B. THE PALM SPRINGS PUBLIC LIBRARY FOUNDATION IS SEEKING A $70,000 GRANT TO LAUNCH PHASE III OF ITS $7 MILLION FUNDRAISING CAMPAIGN.

MOTION: (Norgard/Jones, 4- 0) Approve a $70,000 grant for the Palm Springs Public Library Foundation to initiate Phase III of its fundraising campaign.

7. C. ENDOSEMENT OF FACILITY USE AGREEMENT BETWEEN THE CITY OF PALM

SPRINGS AND THE PALM SPRINGS PLAZA THEATRE FOUNDATION FOR AFTER- HOURS USE OF THE WELWOOD MURRAY MEMORIAL LIBRARY AND COURTYARD.

MOTION: (Jones/Norgard, 4 -0) Endorsed the facility use agreement granting the Palm Springs Plaza Theatre Foundation after -hours access to the Welwood Murray Memorial Library and courtyard.

7. D. DISCUSSION LIBRARY RENOVATION UPDATES, TENTATIVE TIMELINE, AND TEMPORARY LIBRARY LOCATION STATUS.

Director Jeannie Kays gave the report.

MOTION: No motion.

8. COMMITTEE REPORTS

No action.

9. TRUSTEE/STAFF COMMENTS/FUTURE AGENDA ITEMS

Prepare a presentation for the June Joint Boards and Commissions meeting and review library policy updates.

10. ADJOURNMENT

The May meeting adjourned at 6:29 PM

RESPECTFULLY SUBMITTED,
Jeannie Kays
Director of Library Services
Item 1K - Page 5

CITY COUNCIL STAFF REPORT

DATE: S EPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: A REQUEST BY THE OWNERS OF TWO HISTORIC PROPERTIES FOR

APPROVAL OF MILLS ACT HISTORIC PROPERTY PRESERVATION

AGREEMENTS, INCLUDING ONE UNIT WITHIN THE ROYAL HAWAIIAN ESTATES HISTORIC DISTRICT (HD-2 ) AT 211 TWIN PALMS DRIVE , AND A PRIVATE RESIDENCE AT 2311 NORTH INDIAN CANYON DRIVE (HSPB 45)

FROM: Scott C. Stiles, City Manager

BY: Department of Planning Services

SUMMARY:

This is a request for the City of Palm Springs to enter into standard Mills Act Agreements with the current property owner s of t wo separate historic site s. The i ntent of th ese contracts is to require maintenance and preservation of the designated sites in exchange for possible property tax relief as determined by the Riverside County tax assessor.

RECOMMENDATION:

1) Approve a Mills Act Historic Property Preservation Agreement between the City of Palm Springs and the owners of the following list of properties:

A. 211 Twin Palms Drive (Royal Hawaiian Estates), APN: 511-070-013.

B. 2311 N. Indian Canyon Drive, APN: 504-260-021
2) Authorize the City Manager to execute the Agreements. 3) Direct the City Clerk to record the Agreements with the County of Riverside.

BUSINESS PRINCIPAL DISCLOSURES:

The applicants for each Mills Act Agreement are as follows:

1. The Dorothea A. Hackenberg Revocable Trust (along with Royal Hawaiian Estates Homeowners Association) for the condominium within the Royal Hawaiian Estates Historic District at 211 E. Twin Palms Drive.

2. Catherine Meyler Living Trust at 2311 N. Indian Canyon Drive.

Item 1L - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Mills Act Agreements

STAFF ANALYSIS:

The following chart lists the date and resolution number for each property designated by the City Council:

Address Historic Class Date of
Designation
City Council
Resolution
211 Twin Palms Drive Contributor in Historic District 02/03/2010 22657 2311 N. Indian Canyon Drive Class 1 Landmark Site 07/17/2002 20395

Pursuant to California Government Code Sections 50280-50290, upon the application of an owner of any qualified historic property, the legislative body of a city may contract with the owner or agent to restrict the use of the property to carry out the purposes and goals of historic preservation of the property. Such a contract is commonly referred to as a “Mills Act Agreement” and it provides for possible alternative property tax rate calculations in exchange for the ongoing preservation and maintenance of the property, specifically its historically significant elements and characteristics.

California Government Code Section 50280.1 denotes that properties are eligible for a Mills Act contract if listed in a state, city, or county official register of historic sites. Both properties were locally designated and listed on the local inventory of historic places and qualify to apply for a Mills Act Contract. The draft Historic Property Preservation Agreements for each property are included as Attachment D to this report and specify details regarding restoration and/or maintenance of the four historic properties.

Aerial maps showing the location and context of each property and photographs of the exterior elevation are included below.

AERIAL VIEW OF 211 TWIN PALMS DRIVE EXTERIOR ELEVATION OF 211 TWIN PALMS DRIVE

Item 1L - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Mills Act Agreements

AERIAL VIEW OF 2311 N. INDIAN CANYON DRIVE EXTERIOR ELEVATION OF 2311 N. INDIAN CANYON DRIVE

FISCAL IMPACT:

Approval of these Mills Act contracts may result in a decrease in the property tax collected for the subject properties.

REVIEWED BY:

Department Assistant Director: Anthony Riederer
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Vicinity Maps for Each Property
B. City Council Resolution Nos. 22657 & 20395
C. Owner Letters and Disclosures
D. DRAFT Historic Property Preservation Agreements
Item 1L - Page 3

ATTACHMENT A

Item 1L - Page 4

Department of Planning Services
Vicinity Map

CITY OF PALM SPRINGS
HSPB #73 / HD-2 – The Royal Hawaiian Estates
211 Twin Palms Drive

Item 1L - Page 5

CRESTVIEW DR
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Legend
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~ Site
~ Parcels
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Department of Planning Services
Vicinity Map

CITY OF PALM SPRINGS
HSPB #45 – The Grace Lewis Miller Residence
2311 N. Indian Canyon Drive

Item 1L - Page 6
RID, OQuEf CLUB RD

ROCHELLE RD
WIIIW
Legend
D 500 ft Radius
~ Site
_____ ___.
~ Parce ls
•
. .

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ATTACHMENT B

Item 1L - Page 7
Item 1L - Page 8
RECORDING REQUESTED BY:

CITY OF PALM SPRINGS
AND WHEN RECORDED MAIL TO:

City of Palm Springs
P. 0 . Box 2743
Palm Springs, CA 92263
Attn: Office of the City Clerk
2018-0409318
10/16/2018 03:33 PM Fee: $ 0 .00

Page 1 of 5 ends

Re c ord e d in Official Records
County o f Riverside
Peter Aldana
Assessor-Co unt y Cler k-Recorder
1111 ~~~I ~l~~~~r,~~.~~~~t.~~~, trt11111

SPACE ABOVE FOR RECORDER ONLY
Filing fee EXEMPT per Government Code 6103
RESOLUTION NO. 22657

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA ,

DESIGNATING THE ROYAL HAWAIIAN ESTATES
CONDOMINIUM LOCATED AT 1774 S. PALM
CANYON DRIVE AS A HISTORIC DISTRICT.

The City of Palm Springs, California

THIS AREA FOR

RECORDER'S

USE ONLY

THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies)
Item 1L - Page 9
RESOLUTION NO. 22657

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, DESIGNATING THE

ROYAL HAWAIIAN ESTATES CONDOMINIUM LOCATED
AT 1774 S. PALM CANYON DRIVE AS A HISTORIC
DISTRICT.

WHEREAS, Chapter 8.05 of the Palm Springs Municipal Code allows for the establishment of historic districts; and
WHEREAS, on August 25, 2009, the representative of the Royal Hawaiian Estates Condominium Homeowners Association, Bill Lewallen, filed an application requesting a historic district be established for the condominium development; and WHEREAS, notice of a public hearing of the Historic Site Preservation Board of the City of Palm Springs to consider designation of the subject property as a Class 1 historic site was issued in accordance with applicable law; and WHEREAS, on November 10, 2009, Board voted 5 to 2 (Grattan and Strahl opposed) to recommend that the City Council establish a historic district for the condominium development; and
WHEREAS, on February 3, 2010, the City Council conducted a public hearing, following notification in the manner prescribed by law, at which hearing the Council received a staff report, associated exhibits and historical research, and written and oral testimony; and
WHEREAS, the City Council has reviewed and considered all of the evidence in connection with the proposed district, including but not limited to the staff report, application and historical research, and all written and oral testimony presented.

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

SECTION 1. That the proposed historic district is Categorically Exempt from environmental review, in accordance with Section 15331 (Historical Resources Restoration/Rehabilitation) of the California Environmental Quality Act (CEQA), as the proposed historic district meets the conditions outlined for preservation of a historic resource.

SECTION 2. That the proposed Royal Hawaiian Estates Condominium Historic District conforms to the definition of a historic district, as contained in Section

8.05.020.b of the Palm Springs Municipal Code, because the proposed district meets the following findings of Section 8.05.020.a:

Item 1L - Page 10
Resolution No. 22657

Page 2 ends

1. The properties reflect and exemplify a particular period of the national, state or local history, because the Royal Hawaiian Estates' unique architectural detailing is an excellent example of its type, period, and method of construction. The complex completed in two phases in 1961 and 1962, as designed by architects Wexler and Harrison reflects one of the Desert Modern styles, as applied to multi-family development in Palm Springs in the early 1960's. The architects' successful and unique interpretation of Polynesian architectural forms in an International Style, along with their use of bold color and geometric shapes and forms adds to the importance of these buildings. Defining historic characteristics of the buildings include:
a. Exaggerated gables over the ends of the buildings.
b. Projecting slanted ridge beams.
c. Elaborately detailed wooden Tiki-Style elements.
d. Triangular clerestory windows and vaulted ceilings.
e. Large stylized "Outrigger", "Flying Sevens".
f. Orange painted cement plaster triangle as part of "outriggers". g. Wood diagonal siding.
h. Natural rock building walls.
i. Concrete block screen at pool painted orange.
j. Tiki-Style statues and stone carvings.

2. The properties embody the distinctive characteristics of a type, period or method of construction, because the Royal Hawaiian Estates condominium complex was built over a two year period and remains largely intact: All twelve buildings and the surrounding site retain the look of their original design and construction. The Desert Polynesia time period which took root in the early sixties was one of several modern design themes that advanced the idea of indoor/ outdoor living possibilities in Palm Springs. The Desert Polynesian style was short-lived, but resulted in the unique architectural elements of the Royal Hawaiian Estates.

3. The properties present the work of a master builder, designer, artist, or architect whose individual genius influenced his age; or that possesses high artistic value, because the Royal Hawaiian Estates present the work of one of Palm Springs' (and the Coachella Valley's) most prolific and accomplished architectural team of Donald Wexler and Rick Harrison. Wexler and Harrison's skills as architects in the early 1960's are clearly reflected in the condominium development which is a good example of contemporary Polynesian- influenced design concepts. The complex is one of the few remaining Tiki-Style buildings in Palm Springs and is of importance as an example of this architectural style as designed by a master architect and builder.

SECTION 4. That the Royal Hawaiian Estates Condominium, including twelve multi-unit residential buildings and all associated landscaping and grounds are hereby established as the Royal Hawaiian Estates Historic District, subject to the following conditions:

Item 1L - Page 11
Resolution No. 22657

Page 3 ends

1. The property owner shall permit the City to place at 177 4 S. Palm Canyon Drive a historic marker of the City's choosing. The marker shall be placed in a location visible from the public right-of-way. The owner shall maintain the marker in the location installed and pay for the replacement cost if the plaque is lost, stolen, or otherwise removed from the property.

2. That the City Clerk shall submit the Council Resolution to the County recorder for recordation within 90 days of the effective date of this resolution.

3. Any alterations or modifications to the exterior approved prior to the designation of this site by the City Council shall be deemed acceptable.

SECTION 5. That all structures and site landscaping of the Royal Hawaiian Estates Condominiums site are hereby designated "contributing structures" of the Royal Hawaiian Estates Historic District, and are therefore subject to the following conditions.

4. All future modifications to all contributing structures and site features, including but not limited to building, landscaping, lighting, walls, and fences shall require Architectural Approval pursuant to Section 94.04.00 of the Palm Springs Zoning Ordinance and HSPB review pursuant Municipal Code Ordinance 8.05.180.

5. No permit shall be issued for the alteration of the landscaping or building exterior, including any and all of the defining elements and characteristics without prior approval by the Historic Site Preservation Board.

ADOPTED THIS 3RD DAY OF FEBRUARY, 2010.
~~-
David H. Ready. • •
ATTEST:

I
ames Thompson, City Clerk
Item 1L - Page 12
•
Resolution No. 22657
Page4

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS)
I, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that Resolution No. 22657 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 the 3 rd
day of February,
2010, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Councilmember Foat, Councilmember Weigel, Mayor Pro Tern Hutcheson, and Mayor Pougnet.

Councilmember Mills.

None.

None.
mes Thompson, City Clerk ~ t z/ZD ,i-~
ity of Palm Springs, California6O; 6 : .,

CERTIFIED COPY
I certify that this is a true and correct copy of the document on file in the officia~ity of Palm Springs.

Chief Deputy City Clerk
This certification m ust appear in blue with an original signature.
. .. _ .. , =-.

Item 1L - Page 13
RESOLUTION NO. 20395
OF THE CITY COUNCIL OF Tl-'IE CITY OF PALM SPRINGS,

CALIFORNIA, DESIGNATING THE MILLER HOUSE LOCATED AT
2311 NORTH INDIAN CANYON DRIVE, AS A CLASS 1 HISTORIC
SITE •
WHEREAS, in 1937, Grace Lewis Miller commissioned architect Richard Neutra to develop the desert's first modernist house; and
WHEREAS, in 1938, the house won the "House Beautiful Annual Small House Cornpetition";and WHEREAS, in 1938, Miller House was included in a traveling exhibit of modern architecture; and WHE,REAS, the defining characteristics of these homes are the aluminum roof line, the reflecting pool, and the screened porch; and
WHEREAS, Chapter 8.05 of the Palm Springs Municipal Code allows for the designation of historic sites: and
WHEREAS, the current property owner, Catherine Meyler, filed an application for Historic Site Designation; and
WHEREAS, on June 22"d, 2002, the Historic Site :Preservation Board conducted a public hearing in accordance with applicable law to consider designation of the Miller House as a Class 1 historic site; and •
WHEREAS, on June 22"', 2002, after receiving public comment and reviewing all evidence presErnted, the Historic Site Preservation Board, by a 4-0-1 vote, recommended to City Council that the Miller House be designated as a Class 1 historic site; and WHEREAS, notice of a public hearing of the CitlCouncil of the City of Palm Springs to consider desis1nation of the Miller House as a Class 1 historic site was issued in accordance with applicable law; and
WHEREAS, on July 17th, 2002, the City Council conducted a public hearing in accordance with ----~a=p/J.U_c:i3bleli3Jlte> consider designation ofthefl'lillEJrl-iouse as a Clc1ss 1 historicsite,c1nd WHEREAS, the designation of the Miller House shall further the purpose and intent of Chapter

8.05; and
WHEREAS, the designation of the Miller House ~hall promote the sensitive preservation of said site; and
WHEREAS, the City Council has carefully reviewed and considered all of the evidence presented I
I
in connection with the designation, including but ~ot limited to the staff report, all written and oral I testimony presented.
/'-IC....

Item 1L - Page 14
I
I
Resolution 20395

Page 2 ends

NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs, California as follows:

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Section 6:

Section 7:

Section 8:

The Miller House located at 2311 North Indian Canyon Drive is designated as a Class 1 historic site pursuant to Chapter 8.05 of the Palm Springs Municipal Code.

No permit for the alteration to the roof design shall be issued as the roof design is considered a defining characteristic of the home.

No permit for the alteration of the reflecting pool shall be issued as the reflecting pool is considered a defining characteristic of the home.

The screened porch should be restored to its original condition .. Restoration is encouraged but not required.

No permit for the alteration of the trench doors shall be issued as the french doors are considered a defining characteristic of the home.

All existing alterations are considered acceptable noting that restoration is encouraged but not required.

All future exterior modifications including but not limited to building, site, landscaping, lighting, walls, and fences shall require Architectural Approval pursuant to Section 94.04.00 of the Palm Springs Zoning Ordinance and Historic Site Preservation Board review.

To allow for public viewing of the structure, a public view corridor of 25 percent is required.

Section 9: The property owner shall permit the City to demark the Miller House as an historic site with a plaque of the City's choosing. Owner shall maintain the plaque in the location installed and pay for the replacement cost if the plaque is lost, stolen, or otherwise removed from the property.

Section 10: This resolution, and the historic designation put in place by it, shall not affect title to the property.

Item 1L - Page 15
Resolution 20395

Page 3 ends

Section 11: The Historic Site Preservation Board hereby recommends that the City Council I direct the City Clerk to submit this resolution to the County recorder for recordation within 90 days of the effective date of this resolution.

ADOPTED THIS --~1~7=th~ __ day of July , 2002.

AYES: Members Hodges, Mills, Oden, Reller-Spurgin and Mayor Kleindienst NOES: None
ABSENT: None
ABSTENTIONS: None
ATTl::ST:
c;bL~
City Clerk

CITY OF PALM SPRINGS, CALIFORNIA
Reviewed and Approved as to Form: _ _,q2.<+A""'-'-L-· ______________ _ I
I

ATTACHMENT C

Item 1L - Page 16
Item 1L - Page 17
Dorothea Hackenberg
211 E. Twin Palms Drive
Palm Springs, CA 92264
August 12, 2024
Sarah Yoon, Associate Planner/Historic Preservation Officer City of Palm Springs, Planning Department
3200 E. Tahquitt Canyon Way
Palm Springs, CA 92262
RE: Application for a Mills Act Contract for 211 E. Twin Palms Drive, Palm Springs, CA; Af>N 511· 070-027·7
I'm the owner of 211 E. Twin Palms Drive, located at the Royal Hawaiian Estates, a City of Palm Springs Class 1 Historic District (HSPB Case #73). I would like to request the Mills Act Agreement between myself and the City of Palm Springs.

Through the Mills Act incentives .. I plan to restore and maintain historK: elements of the original 1961 Donald Wexler and Richard Harrison Polyneslan/Tlkl•Mid Century design. I support our HOA plan of restoring and repairing beams, wood and the original paint palette. I also plan to restore and maintain original features and detai Is in my condo unit, including interior and exterior, such as restoring my flying sevens that need repair, keeping and maintaining original terrazzo flooring and kitchen and bathroom cabinets.
1 have enclosed exterior photos of my property and letter of support from the Royal Hawaiian Estates Homeowner's Association. I have also included a che<:k for my application fee in the amount of S1355.

Sincerely,
Q,"'~c-~~,~~
Dorothea Hackenberg
(818) 383-7083
[email protected]
August 9, 2024

City of Palm Springs, Planning Department
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

RE: Application for a Mills Act Contract for 211 E. Twin Palms Drive, Palm Springs, CA; APN 511-070-013

Please accept this formal letter of intent and agreement for the Royal Hawaiian Estates Homeowners Association to be a signing participant of the Mills Act Contract Agreement with owner Dorothea Hackenberg, of 211 E. Twin Palms Drive, Palm Springs, CA 92264.

Unit 211 is one of 40 units in the Royal Hawaiian Estates – a Class 1 Historic District recognized by the City in February 2010. Dorothea Hackenberg has expressed a desire to invest further in items in need of restoration and repair in accordance with the original design intent of Architects Donald Wexler and Richard Harrison.

Sincerely,

Danny Castro, HOA President
Royal Hawaiian Estates Homeowners Association

Item 1L - Page 18
Item 1L - Page 19

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity
-Oo.--o+-1"\ez. A. \-'-o.c.l<.c,Y"\oe-r~, ,r-...,,;,'t-=., <>--\ <t-"'I<=-- ~<'~• A, \-\.a,c.-~"''OcY~ ~-.,oC...,.blc::.. ,r._,,.;i- !:);>~ 3,..,1'1 ll

2. Address of Enttty (Principle Ptace of Business)
2\ \ '2 . Tv.J,n v'.,:,l<'OS 1),. >f?.zlfY' ¥"~ CF> C\ 2..L.J.,'--\ s. L<>cal or CalKomla Address (K different than #2)

4. State where Entity is Registef'"ed with Secretary of State C,P..
ff other than C&Jffomia. is the Enlilu also "°"istered in California? n Yes n No

5. Type of Enttty
D Corporation D limited llablllty Company O Partnership .Kl Trust D other (please Sl)eCify)

8. Officers, Directors, Members, Managers. Trustees, other Fiduciaries (please specify) Nots: If any response Is not a natural person, please identify s/1 officers, directors, membsrs, managtJr$ and othtN fkluclarks for the mtJmber, ~ lru!Jt or other entity O Officer D Director D Member O Manager
[name)
D General Partner O Umjted Partner
□ Other
D on-oc,,r D Director D Member O Manager
[nama)
D General Partner O Limited Partner
□ Other
D Officer D Director D Member O Manager
[""me)
D General Partner O Limited Partner
OOlher
CITY OF PALM SPRINGS-PUBLIC INTEGRITY OISCLOSUR£
APPUCANT OISC105UR£ FORM

Page 1 of 2 ends

(Rev;sed 05/16/19)
Item 1L - Page 20

7. Ownersllnvestors with a 5% beneficial interest In the A-Uc.ant Entf.._• ot a related en •

EXAMPLE
JANEDOE 50%. ABC COMPANY. Inc.
[name of owner/Investor] [percena,ge of beneflclal lnte,...t In entity and name of entJ .. •'
A.

L>o<"o-\--Y't'2 A. \\ac.,\<'...c <"'U'.. ~ \ C)<::::,;{ [name of owner/investor] (perc:Mtage of beneficial interest in entity and name of entit..,,
B.
[name of owner/Investor] [percentage of beneficial Interest In entity and name of ent1tul
C.
[name of owner/investor] [percentage of beneficial intennt in entity and name of en•:....-,
0 .
[name of owner/investor] [percentage of beneficial lnterut In entity and name of en•i...,
E.
[name of owner/Investor) [percentage of beneficial interest in entity and name of en•""-•1

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

Signature cl Oisac,;ing Party, Printed Name, TIiie Date 'C'<~c.- ?,. \\~.....,..,,~
'C>c, ,...,.,,-1-'<"e..?. Pl. \-\3.c::: .. \:'.. en 'Oe. "\ -'"'-<~":::.~ e. '-->-.)('"")t'.,,,.

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

CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Pagelof2
108 West 2nd Street, Suite 708
Los Angeles, CA 90012
Telephone 213 627 5717 Fax 213 627 5718
www.meylerandco.com
Decem
ber 11, 2024
City of Palm Springs
Department of Planning and Services
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
RE: Mills Act Application: 2311 N. Indian Canyon Drive, Palm Springs, CA 92262 To whom if may concern:

Please find attached my Mills Act Application for my historic property located at 2311 N. Indian Canyon Drive, Palm Springs, CA 92262. I am in favor of this application and remain at your disposal to address any questions you may have.

Sincerely,
Catherine Meyler
Meyler & Company, Inc.

President
Item 1L - Page 21
M

MEYLER & COMPANY

LOCAT ION S
Catherine Meyler Living Trust
2311 N Indian Canyon Drive, Palm Springs, CA 92262
California
X
Catherine Meyler X
X Trustee
Item 1L - Page 22

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
I 1. Name of Entity
I
I
I

2. Address of Entity (Principle Place of Business)

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

4. State where Entity is Registered with Secretary of State

5. Type of Entity
If other than Catdom1a, is /lie Entity also 1eg1stered m Califo1nia? C Yes [ J No-f C Corporation D Limited Liability Company D Partnership D Trust [ l Other (please specify)

6. Officers, Directors ." Members , Managers , Trustees , Other Fiduciaries (please specify) l Note : If any response is not a natural person . please identify all officers , directors. members, managers and other fiducianes for the member. manager, trust or other entity [name]
(name]
[name]
0 Officer O Director n Member n Manager
n General Partner n limited Partner
□ Other
n Officer '"] Director O Member I Manager
n General Partner LI limited Partner
n ether
0 Officer O Director Q Member n Manager
D General Partner [J Limited Partner
□ Other
I_
(Revised 05/16/19)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Catherine Meyler 100% Catherine Meyler Living Trust
December 11, 2024
Item 1L - Page 23

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity ~}lAMPLt
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity A.
and name of entity]
[name of ownerfinvestor] (percentage of beneficial interest in entity B. - and name of entity] · -
[name of owner/investor] [percentage of beneficial interest in entity C.
and name of entity] ---
[name of owner/investor] [percentage of beneficial interest in entity D.
and name of entity]
[name of owner/investor] [percentage of beneficial interest in entity E.
and name of entity] - ·-··-·-··-·
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALI FORNIA THAT THE FOREGOING IS TRUE ANO CORRECT .
'----'---A-..L..l..l.-"'-"-''-=--''------l'-'P=-a-rt+'v=P,__,__rin,.__te~::~t:~1-D_a_te--- --------- --~

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

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

ATT

ACHMENT D
Item 1L - Page 24

1 FREE RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attn: City Clerk

HISTORIC PROPERTY PRESERVATION AGREEMENT

This Historic Property Preservation Agreement ("Agreement") is made this ________ day of ________, 2025 by and between the City of Palm Springs, a charter city and municipal corporation ("City") and Dorothea A. Hackenberg Revocable Trust Dated July 17, 2019 ("Owner") and Royal Hawaiian Estates (“HOA”).

RECITALS:

A. California Government Code Sections 50280, et seq. (the “State Law”), as may be amended from time to time, authorizes cities to enter into contracts with the owners of qualified historical property to provide for the use, maintenance, protection, and restoration of such historical property so as to retain its characteristics as a property of historical significance.

B. The Owner possess fee title in and to that certain real property, together with associated structures and improvements thereon, generally located at the street address 211 E. Twin Palms Drive, Palm Springs, California ("Historic Property"). A legal description of the Historic Property is attached hereto as Exhibit A and is incorporated herein by this reference.

C. The HOA and Owner share responsibility for routine maintenance and upkeep of the Historic Property’s building exteriors and grounds.

D. On February 3, 2010 (the "Approval Date"), the City Council approved Resolution 22657 establishing the subject property as a contributing structure in the Royal Hawaiian Estates Historic District.

E. The City, the Owner, and the HOA desire to enter into this Agreement for the purpose of protecting and preserving the characteristics of historical significance of the Historic Property, in accordance with the State Law; to help preserve the Palm Springs community’s own unique civic identity and character; and to qualify the Historic Property for an assessment of valuation pursuant to Revenue and Taxation Code Section 439.2 and any corresponding adjustment in property taxes resulting therefrom.

Item 1L - Page 25

2 AGREEMENT

NOW, THEREFORE, the City, the Owner, and the HOA, in consideration of the mutual covenants and conditions set forth herein, agree as follows:

1. Effective Date and Term of Agreement. This Agreement shall be effective and commence on __________ 2025 ("Effective Date") and shall remain in effect for a minimum term of ten (10) years thereafter. Each year upon the anniversary of the Effective Date (“Renewal Date”), an additional one (1) year shall automatically be added to the remaining term of the Agreement unless a notice of nonrenewal is delivered as provided in Section 2 of this Agreement.

2. Non-Renewal and Cancellation. If either the Owner or the City desire in any year not to renew this Agreement, the Owner or the City shall serve a written notice of nonrenewal upon the party in advance of the Renewal Date ("Notice of Nonrenewal").

The Notice of Nonrenewal shall be effective only if served by the Owner upon the City at least ninety (90) days prior to the Renewal Date, or if served by the City upon the Owner, the Notice of Nonrenewal shall be effective only if served upon the Owner at leas t sixty (60) days prior to the Renewal Date. If either the City or the Owner serve a Notice of Nonrenewal in any year, this Agreement shall remain in effect for the balance of the term then remaining from the last Renewal Date (or from the Effective Date if no Renewal Date has yet occurred).

3. Owner Protest of City Nonrenewal. Within fifteen (15) days of the Owner's receipt of the Notice of Nonrenewal from the City, the Owner may file with the City a written protest of the Notice of Nonrenewal. Upon receipt of the written protect, the City Council shall set a hearing prior to the expiration of the Renewal Date of this Agreement.

The Owner may furnish the City Council with any information which Owner deem relevant and shall furnish the City Council with any information it may require. The City Council may, at any time prior to the annual Renewal Date, withdraw its Notice of Nonrenewal.

4. Maintenance Standards for the Property. During the term of this Agreement, the Property shall be subject to the following conditions, requirements, and restrictions:

4.1 The Owner and the HOA shall preserve and maintain the characteristics of the cultural and historical significance of the Historic Property. Attached to this Agreement as Exhibit "B", is a list of the minimum standards and conditions for maintenance, use, protection, and preservation of the Historic Property, which shall apply to the Historic Property. The Owner and HOA shall comply with these minimum standards throughout the term of this Agreement. In addition, Owner and HOA shall comply with the terms of the City Code, and shall obtain any applicable permits necessary to protect, preserve, restore, and rehabilitate the Historic Property so as to maintain its historical and cultural significance.

Item 1L - Page 26

3 4.2 The Owner and the HOA shall, where necessary, repair, maintain, restore, and rehabilitate the Historic Property according to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, Secretary of the Interior’s Standards for the Treatment of Historic Properties, the State Historical Building Code, and the City of Palm Springs. The condition of the interior and exterior of the Historic Property on the effective date of this Agreement is documented in photographs attached as Exhibit "C” to this Agreement. At a minimum, Owner and HOA shall continually maintain the exterior of the Historic Property in the same condition as documented in Exhibit "C."

4.3 The Owner and the HOA shall carry out specific restoration, repair, maintenance, and/or rehabilitation projects on the Historic Property, as outlined in the attached Exhibit "D" to this Agreement. All such projects shall be undertaken and completed in accordance with the Secretary of the Interior’s Standards for the Treatment of Historic Properties with Guidelines for Preservation, Restoration and/or Rehabilitation and the City Codes and all applicable design guidelines.

4.4 The Owner and the HOA shall not be permitted to block the view corridor with any new structure, such as walls, fences, or shrubbery, so as to prevent the viewing of the Historic Property from the public right-of-way.

5. Interior and Exterior Inspections. Prior to the approval, execution, and recordation of this Agreement, and every five years thereafter, the City Manager of the City or the City Manager’s designee (the “City Manager”) shall inspect the interior and exterior of the premises to determine the Owner’s compliance with the terms and provisions of this Agreement.

6. Provision of Information of Compliance. The Owner and the HOA shall furnish the City Manager with any and all information requested by the City Manager, which the City Manager deems necessary or advisable to determine eligibility of the Historic Property and compliance with the terms and provisions of this Agreement.

7. Breach of Agreement; Remedies.

7.1 If the Owner or the HOA breaches any provision of this Agreement, the City Manager may give written notice to the Owner and/or HOA by registered or certified mail detailing the Owner's and/or HOA’s violations. If such violation is not corrected to the reasonable satisfaction of the City Manager within thirty (30) days after the date of notice of violation, or within such a reasonable time as may be required to cure the violation (provided the acts to cure the violation are commenced within thirty (30) d ays and thereafter diligently pursued to completion), the City Manager may, without further notice, declare The Owner and/or HOA to be in breach of this Agreement.

Upon the City Manager’s declaration of the
Item 1L - Page 27

4 Owner's and/or HOA’s breach, the City Manager may pursue any remedy available under local, state, or federal law, including those specifically provided for in this section.

7.2 The City Council may cancel this Agreement if the City Council determines, following a duly noticed public hearing in accordance with California Government Code section 50286, that the Owner or HOA breached any of the conditions of the Agreement, the Owner or HOA allowed the Historic Property to deteriorate to the point that it no longer meets the standards for a qualified historic property, or the Owner or HOA failed to maintain and preserve the Historic Property in accordance with the terms of this Agreement. If this Agreement is cancelled, under this paragraph, the Owner shall pay a cancellation fee to the Office of the Auditor for the County of Riverside as required by California Government Code Section 50286.

7.3 As an alternative to cancellation of this Agreement for the Owner's or HOA’s breach of any condition, the City Manager may bring an action in court necessary to enforce this Agreement including, but not limited to, an action to enforce this Agreement by specific performance, injunction, or receivership.

8. Destruction of Property; Eminent Domain; Cancellation. If the Historic Property is destroyed by earthquake, fire, flood, or other natural disaster such that in the opinion of the City Building Official more than sixty percent (60%) of the original fabric of the structure must be replaced, this Agreement shall be cancelled because the historic value of the structure will have been destroyed. If the Historic Property is acquired in whole or in part by eminent domain or other acquisition by any entity authorized to exercise the power of eminent domain, and the acquisition is determined by the City Council to frustrate the purpose of this Agreement, this Agreement shall be cancelled. No cancellation fee pursuant to Government Code section 50286 shall be imposed if the Agreement is cancelled pursuant to this Section.

9. Waiver. The City does not waive any claim of default by the Owner or HOA if the City or the City Manager does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to the City to pursue in the event that there is a reach of this Agreement. No waiver by the City or the City Manager of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder.

10. Binding Effect of Agreement. The Owner and the HOA hereby subject the Historic Property to the covenants, conditions, and restrictions set forth in this Agreement. The City, the Owner, and the HOA hereby declare their specific intent that the covenants, conditions, and restrictions set forth in this Agreement shall be deemed covenants running with the land and shall inure to and be binding upon the Owner's and Item 1L - Page 28

5 HOA’s successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument herein after executed, covering or conveying the Historic Property, or any portion thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, reservations and restrictions are set forth in such contract, deed or other instrument.

11. Covenants Run with the Land. The City, the Owner, and the HOA hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth in this agreement touch and concern the land in that it restricts development of the Historic Property. The City and the Owner hereby further declare their understanding and intent that the benefit of such covenants, reservations and restrictions touch and concern the land by enhancing and maintaining the cultural and historical characteristics and significance of the Historic Property for the benefit of the public, the City, the Owner, and the HOA.

12. Notice. Any notice required to be given by the terms of this Agreement shall be provided at the address of the respective parties as specified below or at any other address as may be later specified by the parties hereto:

City: City of Palm Springs
Office of the City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263

Owner: Dorothea A. Hackenberg Revocable Trust Dated July 17, 2019 Dorothea A. Hackenberg, Trustee
2 11 East Twin Palms Drive
Palm Springs, CA 92264

HOA: Royal Hawaiian Estates HOA
Danny Castro, HOA President
42-427 Rancho Mirage Lane
Rancho Mirage, CA 92270

13. Effect of Agreement. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions, or conditions cause the parties to be considered joint venturers or members of any joint enterprise.

14. Indemnity of City. The Owner and HOA shall defend, indemnify, and hold harmless the City and its elected officials, officers, agents, and employees from any actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state or local governmental agency, arising out of or incident to (i) the direct or indirect use operation, or maintenance of the Historic Property by the Owner Item 1L - Page 29

6 or the HOA or any contractor, subcontractor, employee, agent, lessee, licensee, invitee, or any other person; (ii) the Owner's or HOA’s activities in connection with the Historic Property; and (iii) any restrictions on the use or
development of the Historic Property, from application or enforcement of the City Code, or from the enforcement of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of City, its elected officials, employees, and/or agents for all legal expenses and costs incurred by each of them. The Owner's and HOA’s obligation to indemnify shall survive the termination, cancellation, or expiration of this Agreement and shall not be restricted to insurance proceeds, if any, received by the City, its elected officials, employees, or agents.

15. Binding Upon Successors. All of the agreements, rights, covenants, reservations and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner whatsoever.

16. Legal Costs. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, conditions or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorneys' fees to be fixed by the court, in addition to court costs and other relief ordered by the court.

17. Severability. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby.

18. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Riverside. In the event the City fails to record this Agreement as provided in this Section, the Owner or agent of an owner shall record this Agreement with Riverside County within six (6) months of entering into the Agreement and shall file and submit a conformed copy of this Agreement with the City Clerk promptly after recordation.

19. Amendments. This Agreement may be amended, in whole or in part, only by written recorded instrument executed by the parties hereto.

20. Governing Law and Venue. This Agreement shall be construed and governed in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.

Item 1L - Page 30

7 21. No Compensation. Neither the Owner nor the HOA shall not receive any payment from the City in consideration of the obligations imposed under this

Agreement. The Owner, the HOA, and the City acknowledge and agree that the primary consideration to the City for the execution of this Agreement is the substantial benefit to the citizens of Palm Springs accruing from the rehabilitation and maintenance of the Property, and the primary consideration to the Owner and HOA is the economic advantage that will accrue to the Owner and HOA as a result of the possible effect upon the assessed value of the Property of the restrictions on the use and preservation of t he Property imposed hereunder. The Owner and HOA acknowledges that it is not guaranteed to receive a reduction of property taxes as a result of this Agreement.

SIGNATURES ON FOLLOWING PAGE

Item 1L - Page 31

8 IN WITNESS WHEREOF, the City, the Owner, and the HOA have executed this Agreement on the day and year first written above.

CITY OF PALM SPRINGS,
a Charter City and Municipal Corporation

Dated:______________________ By:_______________________________ City Manager: Scott Stiles
City of Palm Springs

APPROVED AS TO FORM: ATTEST:

_____________________________ ____________________________ City Attorney: Jeff Ballinger City Clerk: Brenda Pree, MMC City of Palm Springs City of Palm Springs

Dated:_________________________ By:_______________________________ Owner: Dorothea A. Hackenberg, Trustee
Dorothea A. Hackenberg Revocable Trust

Dated:_________________________ By:_______________________________ HOA President, Danny Castro
Royal Hawaiian Estates HOA

Item 1L - Page 32

9 Item 1L - Page 33

ACIKNOWLEDGMEINT
A no ry publ ic or other ofiioe :r ,oompletillQI tti ilS ceJti-ca e verifies only the iclenlity of the illdivooual who siglled e dooume;nt which tttis ,certifica te is attached . and not !he trut h.rul'ness. acc uracy , or va~d'iiy ,of lhat documellt.

State of Ca lifomia
County of __________ _
On _______ before me, ______________________ .
(here insert name and title of the officer)
personally appeared _______________________ _
who proved to me on the basis of satisfactory ev·dence to be the person(s) whose name(s) i&lare subscribed to the witl1in instrument and acknowledged, to me th.at he/she/they executed the same iin h is/her/their authorized capacity(ies), and, that by h1s/11ertthe;ir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed, the instrument.

I certify under PBNALTY OF PERJURY under the laws of the State of Caliliomia that t11e foregoing paragmph is true and correct.

WITNESS my hand and officiial seal.

Signature ______________ _
(Seal)

10 EXHIBIT A

LEGAL DESCRIPTION

PARCEL 24, WHICH IS SHOWN ON THE RECORD OF SURVEY MAP, RECORDED IN BOOK 32, PAGE 69 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY.

ASSESSOR’S PARCEL NUMBER: 511-070-013

Item 1L - Page 34

11 EXHIBIT B

MAINTENANCE STANDARDS
(Section 4.1)

All structures, walls, water features, landscaping and any other improvements associated with the parcel that is the subject of this Mills Act Historic Property Preservation Agreement (“Agreement”) shall be maintained in good condition throughout the term of this agreement.

All nuisances as defined in Title 11 “Peace, Morals and Safety” of the Palm Springs Municipal Code that occur or develop on the subject parcel shall be abated in a timely manner and to the satisfaction of the City Manager or his designee.

All structures, walls, water features, landscaping and any other improvements associated with the parcel that is the subject of this Agreement that are part of the historic character- defining features of the property shall be maintained as outlined in the Secretary of the Interior Standards for Preserving, Rehabilitating, Restoring, and Reconstructing Historic Buildings (1995 Weeks and Grimmer).

EXHIBIT C

Item 1L - Page 35

12 EXISTING CONDITIONS
(Section 4.2)

(Aerial photo of the property and the tract map are on file in the Planning Services Department of the City of Palm Springs, California at 3200 Tahquitz Canyon Way, Palm Springs, CA 92262)

Item 1L - Page 36

13 EXHIBIT D

SPECIFIC PROJECTS
(Section 4.3)

1. Repaint exterior condo walls, trims, boarders, doors, etc. Original door handles will be kept. Estimated cost: $5,000

2. Roof repairs/re-roof. Estimated cost: $5,000

3. Replace/repair “historic teeth”. Estimated cost: $1,000

4. Re-install/repair historic feature called the “Flying Sevens”. Estimated cost:
$2,500

Item 1L - Page 37

1 FREE RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attn: City Clerk

HISTORIC PROPERTY PRESERVATION AGREEMENT

This Historic Property Preservation Agreement ("Agreement") is made this _______day of , 2025 by and between the City of Palm Springs, a charter city and municipal corporation ("City") and the Catherine Meyler Living Trust ("Owner")

RECITALS:

B. The Owner possess fee title in and to that certain real property, together with associated structures and improvements thereon, generally located at the street address 2311 N. Indian Canyon Drive, Palm Springs, California ("Historic Property"). A legal description of the Historic Property is attached hereto as Exhibit A and is incorporated herein by this reference.

C. On July 17, 2002 (the "Approval Date"), the City Council approved Resolution 20395 establishing the subject property as a historic resource which is listed on the City’s register of historic resources, sites, landmarks and districts.

D. The City and the Owner, desire to enter into this Agreement for the purpose of protecting and preserving the characteristics of historical significance of the Historic Property, in accordance with the State Law; to help preserve the Palm Springs community’s own unique civic identity and character; and to qualify the Historic Property for an assessment of valuation pursuant to Revenue and Taxation Code Section 439.2 and any corresponding adjustment in property taxes resulting therefrom.

Item 1L - Page 38

2 AGREEMENT

NOW, THEREFORE, the City and the Owner, in consideration of the mutual covenants and conditions set forth herein, agree as follows:

1. Effective Date and Term of Agreement. This Agreement shall be effective and commence on ____________, 2025 ("Effective Date") and shall remain in effect for a minimum term of ten (10) years thereafter. Each year upon the anniversary of the Effective Date (“Renewal Date”), an additional one (1) year shall automatically be added to the remaining term of the Agreement unless a notice of nonrenewal is delivered as provided in Section 2 of this Agreement.

4. Maintenance Standards for the Property. During the term of this Agreement, the Property shall be subject to the following conditions, requirements, and restrictions:

4.1 The Owner shall preserve and maintain the characteristics of the cultural and historical significance of the Historic Property. Attached to this Agreement as Exhibit "B", is a list of the minimum standards and conditions for maintenance, use, protection, and preservation of the Historic Property, which shall apply to the Historic Property. The Owner shall comply with these minimum standards throughout the term of this Agreement. In addition, the Owner shall comply with the terms of the City Code, and shall obtain any applicable permits necessary to protect, preserve, restore, and rehabilitate the Historic Property so as to maintain its historical and cultural significance.

Item 1L - Page 39

3 4.2 The Owner shall, where necessary, repair, maintain, restore, and rehabilitate the Historic Property according to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, Secretary of the Interior’s Standards for the Treatment of Historic Properties, the State Historical Building Code, and the City of Palm Springs. The condition of the interior and exterior of the Historic Property on the effective date of this Agreement is documented in photographs attached as Exhibit "C” to this Agreement. At a minimum, the Owner shall continually maintain the exterior of the Historic Property in the same condition as documented in Exhibit "C."

4.3 The Owner shall carry out specific restoration, repair, maintenance, and/or rehabilitation projects on the Historic Property, as outlined in the attached Exhibit "D" to this Agreement. All such projects shall be undertaken and completed in accordance with the Secretary of the Interior’s Standards for the Treatment of Historic Properties with Guidelines for Preservation, Restoration and/or Rehabilitation and the City Codes and all applicable design guidelines.

4.4 The Owner shall not be permitted to block the view corridor with any new structure, such as walls, fences, or shrubbery, so as to prevent the viewing of the Historic Property from the public right-of-way.

6. Provision of Information of Compliance. The Owner shall furnish the City Manager with any and all information requested by the City Manager, which the City Manager deems necessary or advisable to determine eligibility of the Historic Property and compliance with the terms and provisions of this Agreement.

7. Breach of Agreement; Remedies.

7.1 If the Owner breaches any provision of this Agreement, the City Manager may give written notice to the Owner by registered or certified mail detailing the Owner's violations. If such violation is not corrected to the reasonable satisfaction of the City Manager within thirty (30) days after the date of notice of violation, or within such a reasonable time as may be required to cure the violation (provided the acts to cure the violation are commenced within thirty (30) days and thereafter diligently pursued to completion), the City Manager may, without further notice, declare The Owner to be in breach of this Agreement. Upon the City Manager’s declaration of the Item 1L - Page 40

4 Owner's, the City Manager may pursue any remedy available under local, state, or federal law, including those specifically provided for in this section.

7.2 The City Council may cancel this Agreement if the City Council determines, following a duly noticed public hearing in accordance with California Government Code section 50286, that the Owner breached any of the conditions of the Agreement, the Owner allow ed the Historic Property to deteriorate to the point that it no longer meets the standards for a qualified historic property, or the Owner failed to maintain and preserve the Historic Property in accordance with the terms of this Agreement. If this Agreement is cancelled, under this paragraph, the Owner shall pay a cancellation fee to the Office of the Auditor for the County of Riverside as required by California Government Code Section 50286.

7.3 As an alternative to cancellation of this Agreement for the Owner's breach of any condition, the City Manager may bring an action in court necessary to enforce this Agreement including, but not limited to, an action to enforce this Agreement by specific performance, injunction, or receivership.

8. Destruction of Property; Eminent Domain; Cancellation. If the Historic Property is destroyed by earthquake, fire, flood, or other natural disaster such that in the opinion of the City Building Official more than sixty percent (60%) of the original fabric of the structure must be replaced, this Agreement shall be cancelled because the historic value of the structure will have been destroyed. If the Historic Property is acquired in whole or in part by eminent domain or other acquisition by any entity authorized to exercise the power of eminent domain, and the acquisition is determined by the City Council to frustrate the purpose of this Agreement, this Agreement shall be cancelled. No cancellation fee pursuant to Government Code section 50286 shall be impos ed if the Agreement is cancelled pursuant to this Section.

9. Waiver. The City does not waive any claim of default by the Owner if the City or the City Manager does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City's regulations governing historic properties are available to the City to pursue in the event that there is a reach of this Agreement. No waiver by the City or the City Manager of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder.

10. Binding Effect of Agreement. The Owner and the HOA hereby subject the Historic Property to the covenants, conditions, and restrictions set forth in this Agreement. The City and the Owner hereby declare their specific intent that the covenants, conditions, and restrictions set forth in this Agreement shall be deemed covenants running with the land and shall inure to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument herein after executed, covering or conveying the Historic Property, or any portion thereof, Item 1L - Page 41

5 shall conclusively be held to have been executed, delivered and accepted subject to the covenants, reservations and restrictions are set forth in such contract, deed or other instrument.

11. Covenants Run with the Land . The City and t he Owner hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth in this agreement touch and concern the land in that it restricts development of the Historic Property. The City and the Owner hereby further declare their understanding and intent that the benefit of such covenants, reservations and restrictions touch and concern the land by enhancing and maintaining the cultural and historical characteristics and significance of the Historic Property for the benefit of the public, the City and the Owner,

City: City of Palm Springs
Office of the City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263

Owner: Catherine Meyler Living Trust
Catherine Meyler, Trustee
2311 N. Indian Canyon Drive
Palm Springs, CA 92262

14. Indemnity of City. The Owner shall defend, indemnify, and hold harmless the City and its elected officials, officers, agents, and employees from any actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state or local governmental agency, arising out of or incident to (i) the direct or indirect use operation, or maintenance of the Historic Property by the Owner or any contractor, subcontractor, employee, agent, lessee, licensee, invitee, or any other person; (ii) the Owner's activities in connection with the Historic Property; and (iii) any restrictions on the use or development of the Historic Property, from application or enforcement of the City Code, or from the enforcement of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of City, its elected officials, employees, and/or agents for all legal expenses and costs Item 1L - Page 42

6 incurred by each of them. The Owner's obligation to indemnify shall survive the termination, cancellation, or expiration of this Agreement and shall not be restricted to insurance proceeds, if any, received by the City, its elected officials, employees, or agents.

19. Amendments. This Agreement may be amended, in whole or in part, only by written recorded instrument executed by the parties hereto.

21. No Compensation. The Owner shall not receive any payment from the City in consideration of the obligations imposed under this

Agreement. The Owner and the City acknowledge and agree that the primary consideration to the City for the execution of this Agreement is the substantial benefit to the citizens of Palm Springs accruing from the rehabilitation and maintenance of the Item 1L - Page 43

7 Property, and the primary consideration to the Owner is the economic advantage that will accrue to the Owner as a result of the possible effect upon the assessed value of the Property of the restrictions on the use and preservation of the Property imposed hereunder. The Owner acknowledges that it is not guaranteed to receive a reduction of property taxes as a result of this Agreement.

SIGNATURES ON FOLLOWING PAGE

Item 1L - Page 44

8 IN WITNESS WHEREOF, the City and the Owner have executed this Agreement on the day and year first written above.

CITY OF PALM SPRINGS,
a Charter City and Municipal Corporation

Dated:______________________ By:_______________________________ City Manager: Scott Stiles
City of Palm Springs

APPROVED AS TO FORM: ATTEST:

_____________________________ ____________________________ City Attorney: Jeff Ballinger City Clerk: Brenda Pree, MMC City of Palm Springs City of Palm Springs

Dated:_________________________ By:_______________________________ Owner: Catherine Meyler, Trustee
Catherine Meyler Living Trust

Item 1L - Page 45

9 Item 1L - Page 46

ACIKNOWLEDGMIENT
A noiary public or other office:r ,comp leli g1 tll i:s cert i~ca~e verifies a ly lhe ide:nli y of the individual wiho signed e dooo me;nt ro whidl this ,ceram:ate is a - tied, and n.ot e truil"Lrutness . accuracy , or va d'ity ,of ihat document State of Ca I ifomi.a
County of __________ _
On _______ before me,- --------------------~ ·
(here insert name and Utl'e of tile officer)
personallry appeared ________________________ _
----------------------------------- ·
who proved to rne on th.e basis of satisfactory eviidence to be the person(s) whose name(s) irs/are subscribed! to the within instrument and acknowled'ged: to me that he/she/they executed the same in tliiS/her/th.eir m1thoriizedl capa,aity(ies), andl that by hij s/her/the·r si.gnature(s) 011 the instrument the person{s), or the entity upon behalf of which the person(s) acted:, executed: t11e instrument.

I certify und'. er PBNAL TY OF PERJURY under the l'aws of the State of Califomi1a that the foreg.o•ing p.arngraph is true and correct.

WITNESS my hand and offic1ial seal.

Signature _____________ _
(Seal)

10 EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

ALL THAT PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF FRACTIONAL SECTION 3, TOWNSHIP 4 SOUTH, RANGE 4 EAST,

SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY, PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE TO THE SOUTHEAST QUARTER OF SAID SECTION, WHICH BEAPS SOUTH 0 DEGREES 11’ WEST, 422.15 FEET FROM

THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER, SAID POINT BEING

THE SOUTHEAST CORNER OF ROCHELLE TRACT, AS SHOWN BY MAP ON FILE IN BOOK 20, PAGE 68 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE SOUTH 00 DEGREES 11’ WEST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION, 110 FEET, THENCE SOUTH 89 DEGREES 55’ 30” WEST AND PARALLEL WITH THE SOUTH LINE OF SAID ROCHELLE TRACT, 230 FEET; THENCE NORTH 00 DEGREES 11’ EAST AND

PARALLEL WITH THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION, 110 FEET TO A POINT ON THE SOUTH LINE OF SAID ROCHELLE TRACT; THENCE NORTH 89 DEGREES 55’ 30” EAST, ALONG THE SOUTH LINE OF SAID ROCHELLE TRACT, 230 FEET TO THE POINT OF BEGINNING.

SAID PROPERTY IS ALSO SHOWN ON RECORD OF SURVEY ON FILE IN BOOK 10, PAGE 96 OF RECORDS OF SURVEY, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

ASSESSOR’S PARCEL NUMBER: 504-260-021

Item 1L - Page 47

11 EXHIBIT B

MAINTENANCE STANDARDS
(Section 4.1)

Item 1L - Page 48

12 EXHIBIT C

EXISTING CONDITIONS
(Section 4.2)

(Aerial photo of the property and the tract map are on file in the Planning Services Department of the City of Palm Springs, California at 3200 Tahquitz Canyon Way, Palm Springs, CA 92262)

Item 1L - Page 49

13 EXHIBIT D

SPECIFIC PROJECTS
(Section 4.3)

1. Remove and replace exterior stucco and exterior repaint . Estimate d cost:
$65,000.00

2. Repair original screen doors (main door and outdoor master bedroom). Estimated cost: $5,000.00

3. Reflecting pool leak repair. Estimated cost: $4,000.00

4. Repair GH gutter leak that is causing rainwater rundown by the front door . New gutters from existing crimped aluminum panel and extending it to meet garage- conversion roof gutter. Estimated cost: $15,000.00

5. Re- stain/replace wood paneling and built -in custom woodwork. Estimated cost:
$25,000.00 - $35,000.00

6. Repair existing window mullions by stripping and repainting.

7. Replace +/ - dead Sumac t rees on north and west perimeters of the property.

Estimated cost: $3,000.00

8. Landscape maintenance including the restoration of the lawn. Estimated cost:
$1,000.00

9. Landscape maintenance and arborist fees to upkeep the orchard. Estimated cost:
$9,750.00 for fertilizing 17 citrus trees, $5,575.00 to trim large Acacia tree, $3,875.00 to trim large Mesquite tree.

10. Repair and repaint exterior Masonite panels.

11. Match and replace damaged original draperies.

Item 1L - Page 50

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: APPROVAL OF HISTORIC TAX CREDITS FUNDING FOR THE PLAZA

THEATRE
FROM: Scott C. Stiles, City Manager
BY: Department of Finance
City Attorney’s Office
SUMMARY:

This agenda item provides the City Council with the opportunity to consider approving federal historic tax credit financing for the City's Historic Plaza Theatre.

RECOMMENDATION:

Approve the accompanying Resolution authorizing proceedings and agreements relating to the Lease and Rehabilitation of the Plaza Theatre (the "Resolution") (Attachment A).

BUSINESS PRINCIPAL DISCLOSURE:

A business disclosure form for Stetson Investments Fund LLC ("Investor") accompanies this staff report as Attachment B.

BACKGROUND:

On December 14, 2023, the City Council awarded a construction contract for the restoration of the City’s historic Plaza Theatre, located at 128 South Palm Canyon Drive.

The renovation is nearly complete , with an exciting schedule of events to celebrate its opening. A ribbon-cutting ceremony is slated for November 21 at 11:00am and opening day will be December 1, 2025. The line-up of shows and events includes An Evening with Lily Tomlin, Jane Lynch’s A Swinging’ Little Christmas, and An Evening with Bianca Del Rio to name a few of the many acts already announced.

To date, the Palm Springs Plaza Theatre Foundation (the "Foundation"), a 501(c)(3) non- profit corporation, has been able to fundraise more than approximately $16 million and secured a grant through the State of California for $2.5 million. In addition, the City contributed $2 million for the restoration’s design for a total of approximately $21 million. 1M - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Approval of Historic Tax Credits Funding For The Plaza Theatre

Fundraising efforts continue today and amounts to approximately 65% of construction costs, including architectural and engineering services. The Foundation has paid the City just over $10 million on a $20 million commitment; the additional $10 million will be paid back to the City over time, which was agreed to by the Foundation and the City in a previously executed agreement.

As part of these fundraising e fforts, the Plaza Theatre Foundation has been actively exploring the possibility of utilizing federal historic tax credit financing to raise revenue for the Theatre’s restoration costs and operations and maintenance , and the City Council approved entering into a Letter of Interest with the National Trust Community Interest Corporation ("NTCIC") on May 28, 2025.

In the last few months, significant financial and legal work has been performed by the tax credit financing team, including the creation of landlor d and tenant entities, the preparation of lease agreements, and due diligence of the Plaza Theatre.

STAFF ANALYSIS:

The structure developed for the tax credit financing involves a series of leases and agreements:

• Beginning with the City leasing the Plaza Theatre to a newly created Palm Springs Plaza Theatre Landlord, LLC (the "Landlord") pursuant to a Ground Lease Agreement (the "Ground Lease") (Attachment C),
• Next the Landlord will lease the Plaza Theatre to another newly created entity, Palm Springs Plaza Theatre Master Tenant, LLC (the "Master Tenant") pursuant to an HTC Lease (Attachment D), and finally,
• The Master Tenant will lease the Plaza Theater to the Foundation pursuant to a Sub-Sublease (Attachment E) under which the Foundation will operate the Plaza Theatre.
• The City and the Foundation will enter into a Development Services Agreement (Attachment F ) with the Landlord which sets out the City's responsibilities to complete the rehabilitation of the Plaza Theatre, and the Foundation's responsibilities to operate the Plaza Theatre.
• In connection with its acquiring an interest in the Master Tenant, the Investor is requiring the City to provide certain guaranties , including guaranteeing the completion of the rehabilitation of the Plaza Theatre and the payment of rent under the HTC lease pursuant to a Guaranty (Attachment G).
• Lastly, under the Estoppel Certificate and Agreement ( Attachment H), the City and the Fou ndation agree that the Foundation ’s performance under the Sub - Sublease shall be deemed performance under the MOU, Management Agreement and Funding Agreement between the City and the Foundation. • The Palm Springs Plaza Theatre Managing Member, LLC (the "Ma naging Member") has been formed to manage the Landlord and the Master Tenant as the 1M - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Approval of Historic Tax Credits Funding For The Plaza Theatre

managing member of each entity. The Board of Directors of the Managing Member consist of JR Roberts, Kevin Corcoran, Kristopher Mooney, Margaret Park and Teresa Gallavan. The Managing Member will control the operations of the Landlord and the Master Tenant subject to their respective Operating Agreements (Attachment I).

The Resolution approves the tax credit financing and authorizes the City Manager to execute the following agreements on behalf of the City:

(a) The Ground Lease Agreement;
(b) The Development Services Agreement;
(c) The Guaranty of the City for the benefit of the Investor; (d) Estoppel Certificate and Agreement.

Historic tax credit financing is a type of funding that is provided for under both federal law and state law. Tax credit financing is used by state and federal government s in order to achieve a variety of social goals, including affordable hous ing, or in this case, the preservation of historic resources. Tax credit financing works by connecting a private 1M - Page 3
City of Palm
Springs
City Council Staff Report
September 25, 2025 -- Page 4
Approval of Historic Tax Credits Funding For The Plaza Theatre

entity that is willing to invest in a project. In exchange for investing in the project and putting up private funding, that private entity receives credits against their tax obligations, in this case its federal tax obligations.

Based on discussions that have occurred with NTCIC, City staff, the City’s financial consultant, the City Attorney’s Office, the Foundation, and the Foundation’s cons ultants, it is anticipated that the Plaza Theatre’s restoration would receive over Five Million Dollars ($5,000,000) in investor equity from Historic Tax Credits and the City will net approximately Two Million Eight Hundred Thousand Dollars ($2,800,000) fr om a successful historic tax credit financing. See the fiscal impact section for the dates the City should receive the funds.

Based on the discussions that have occurred to date, the Foundation and City staff believe that this tax credit financing is worthy of pursuing. As such, City staff recommends that the City Council adopt the accompanying Resolution. The City Attorney’s Office has reviewed the Resolution and accompanying agreements , and finds that it is legally sufficient to achieve the City’s purposes.

ENVIRONMENTAL ASSESSMENT:

The potential environmental impacts of the Plaza Theatre restoration project have previously been assessed. This agenda item pertains solely to the potential funding for that restoration. The establishment of funding arrangements alone are not within the scope of the California Environmental Quality Act (CEQA). ( Kaufman Borad South Bay Inc. v. Morgan Hill Unified School District, (1992) 9 Cal.App.4th 464.) As such, no further environmental assessment is required pursuant to CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

This agenda item aligns with the City Council’s enhanced areas of focus, including “enhanced effort to deferred maintenance” by providing a potential funding mechanism for the restoration of the City’s historic Plaza Theatre, as well as “economic development planning”, which will be enhanced by a completed Plaza Theatre restoration.

FISCAL IMPACT:

As discussed above, if a successful federal tax credit financing is established, it will result in approximately Two Million Eight Hundred Thousand Dollars ($2,800,000) of net proceeds for restoration and re-use of the Plaza Theatre project. The City would receive the funds in three installments, on or around April 2026 of approximately $1.1 million, and around August 2026 approximately $1.4 million . The remaining $400,000 will come throughout the transaction for a total estimated net benefit of $2.8 million. The Plaza Theatre Foundation would receive credit of the amount the City receives in net proceeds towards its repayment obligations to the City.
1M - Page 4
City Council Staff Report
September 25, 2025 -- Page 5
Approval of Historic Tax Credits Funding For The Plaza Theatre

Some City staff time would be required in order to administer such financing, on an ongoing basis. In the event a tax credit deal is not reached, the City and Foundation would be responsible for all transaction costs incurred. Under the Guaranty , the City is responsible for the lease payments under the HTC Lease should the net revenue of the Plaza Theatre be insufficient to make them. Monthly lease p ayments under the HTC Lease are approximately $1.4 million over the next 5 years, when the deal is anticipated to end. Also under the Guaranty, the City is required to make payments to the Investor , making the Investor whole if it is determined that the Plaza Theatre rehabilitation project does not qualify for Historic Tax Credits or ceases to continue operating . This payment would be approximately $5.34 million if all distributions from the Investor have been made.

REVIEWED BY:

Finance Director: Kristopher J. Mooney
Assistant City Manager: Teresa Gallavan
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Resolution
B. Business Disclosure Form
C. Ground Lease
D. HTC Lease
E. Sub-sub Lease
F. Development Services Agreement
G. Guaranty
H. Estoppel Certificate and Agreement
I. Operating Agreements of Palm Springs Plaza Theatre LLC and Palm Springs Plaza Theatre Master Tenant, LLC
1M - Page 5

ATTACHMENT A

1M - Page 6
55575.70011\44050549.3

1 RESOLUTION NO. _______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS AUTHORIZING PROCEEDINGS AND

AGREEMENTS RELATING TO THE LEASE AND

REHABILITATION OF THE PLAZA THEATRE AND

AUTHORIZING OFFICIAL ACTIONS
WHEREAS, the City of Palm Springs (the “City”) is the owner of the Palm Springs Plaza Theatre (the “Plaza Theatre”) located at 128 South Palm Canyon Drive in the City of Palm Springs; and
WHEREAS, the City has entered into a Memorandum of Understanding dated as of November 8, 2022, as amended, (the “MOU”) with the Palm Springs Plaza Theatre Foundation, a California nonprofit corporation (the “Foundation”) relating to the rehabilitation of the Plaza Theatre and fundraising for the operation of the Plaza Theatre; and WHEREAS, in order to help ensure the preservation and protection of the Plaza Theatre through the restoration of the historic interiors and exteriors of the Plaza Theatre and the development of the Plaza Theatre i nto a performing arts venue that will qualify for rehabilitation credits (as defined in Section 47 of the Internal Revenue Code of 1986, as amended) the City has determined that it’s in the best interests of the City and the residents of the City to ground lease the Plaza Theatre to the Palm Springs Plaza Theatre Landlord, LLC, a California l imited liability company (the “Landlord LLC”); and
WHEREAS, the Landlord LLC intends to sublease the Plaza Theatre to the Palm Springs Plaza Theatre Master Tenant, LLC, a California limited liability company (the “Master Tenant”) pursuant to the provisions of that certain HTC Lease (the “HTC Lease”) between the La ndlord LLC and the Master Tenant; and
WHEREAS, the Master Tenant in order to provide for the operation of the Plaza Theatre as a performing arts venue will lease the Plaza Theatre to the Foundation pursuant to a Sub - Sublease; and
WHEREAS, the City hereby d etermines that the subleases of the Plaza Theatre provide substantial benefit to the City and the residents of the City and consents to the HTC Lease and the Sub-Sublease; and
WHEREAS, in order to facilitate the MOU and provide for the rehabilitation of the Plaza Theatre the City, the Foundation and the Landlord LLC shall enter into a Development Service s Agreement; and
WHEREAS, in connection with its acquiring an interest in the Master Tenant, Stetson Investments Fund LLC (the “Investor Member”) has required the City to provide certain guaranties including the completion of the Project, funding excess Project costs and the payment of rent under the HTC Lease as set forth in the form of Guaranty presented to the City Council; and 1M - Page 7
55575.70011\44050549.3

2 WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the ground lease of the Plaza Theatre, the rehabilitation thereof and the qualification for historic tax credits and all other agreements and documents relating thereto.

NOW THEREFORE, BE IT RESOL VED, DETERMINED AND ORDERED by the City Council of the City of Palm Springs as follows:

Section 1. Findings and Determinations . The City Council finds and declares that the above recitals are true and correct and that the statements, findings and determination of the City set forth in the preambles of the documents approved herein are true and correct.

Section 2. Approval of Agreements. The City Council hereby approves each of the following agreements in substantially the respective forms on file with the City Clerk, together with such additions thereto and changes therein as the City Attorney in consultation with the City Manager and the Director of Finance shall deem necessary, desirable or appropriate, the execution of which individually by the City Manager (an “Authorized Officer”) shall be conclusive evidence of the approval of any such additions and changes.
(a) the Ground Lease Agreement , regarding the lease of the Plaza Theatre comprising the site and the Facilities , by and between the City and the Landlord LLC, together with any memorandum of such Ground Lease Agreement to be recorded; and (b) the Development Services Agreement, among the City the Foundation and the Landlord LLC;
(c) the Guaranty of the City for the benefit of the Investor Member; and (d) Estoppel Certificate and Agreement.

An Authorized Officer, acting alone, is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final forms of each of the above-mentioned documents for and in the name and on behalf of the City , as applicable.

Section 3. Official Actions . The Mayor, the Mayor Pro Tem , the City Manager, the Director of Finance and Treasurer, the City Clerk and any and all other offi cers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, and including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein and all actions heretofore taken in furtherance therewith are hereby ratified, approved and confirmed.

Section 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
1M - Page 8
55575.70011\44050549.3

3 PASSED, APPROVED AND ADOPTED this __th day of __________, 2025 by the City Council of the City of Palm Springs, State of California.

Scott Stiles, City Manager

ATTEST:

Brenda Pree, City Clerk

APPROVED AS TO FORM:

Jeff Ballinger, City Attorney

CERTIFICATION: I, Brenda Pree, City Clerk of the City of Palm Springs, California, do hereby certify under penalty of perjury that the foregoing Resolution was duly adopted at a regular meeting of the City Council on the 25th day of September, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Brenda Pree, City Clerk
1M - Page 9

ATTACHMENT B

1M - Page 10
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)
(Revised 05/16/19)

CITY OF PALM SPRINGS

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

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

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

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

N
OTE: USE ADDITIONAL PAGES AS NECESSARY
What if I Have Questions?
If you have any questions about how to complete this form, please contact the Office of the City Clerk, (760) 323-8206, [email protected].
1M - Page 11

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Palm Springs City CouncilSeptember 25, 2025

Palm Springs City Council
September 25, 2025