Agenda packet — Palm Springs City Council, September 25, 2025 (part 5 of 9)

1Q - Page 9
□ Other

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

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

Deborah Berg 100%, Berg & Associates, Inc.
[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 ~ ~~~ April 29, 2020
Deborah Berg, PresideV

Page 23 ends

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Membe rs, Managers, Tru stees, Other F iduciaries (please specify) Note: If any response is not a natural person, please iden tify all off icers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other _____________ ______________
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
________________________________
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Othe r __________________________
TSG Enterprises, Inc. dba The Solis Group
3452 E Foothill Blvd, Ste 200, Pasadena, CA 91107
See above
California
X
Elvira Elizabeth Diez Solis X
Andrew Solis-Castillo X
1Q - Page 10

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

EXAMPLE

JANE DOE
[name of owner/investor]
50% , A BC COM
PANY, 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 owne r/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/inve stor] [p ercentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [p ercentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of benef icial interest i n entity and name of entity]

I D ECLARE UNDER PENALTY OF PERJURY UNDER T HE LAWS OF T HE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date Elvira Elizabeth Diez Solis
100%, TSG Enterprises, Inc. dba
The Solis Group
Elvira Elizabeth Diez Solis,
CEO
February 3, 2023
1Q - Page 11
1Q - Page 12

WASTEWATER TREATMENT PLANT DEMOLITION OF ABANDONED HEADWORKS ,

PRIMARY CLARIFIERS, AND SAND FILTER

PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM

1. Name of Entity
Resource Environmental , Inc.

2. Address of Entity (Principal Place of Business)
13100 A londra Blvd . Ste # 108 Cerritos , CA 90703

3. L ocal or California Address (if different than #2)
N/A
4 . State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? □ Yes □ No

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

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

PART II - REQUIRED BID DOCUMENTS
PAGE 19
1Q - Page 13

WASTEWATER TREATMENT PLANT DEMOLITION OF ABANDONED HEADWORKS,

PRIMARY CLARI FIERS, AND SAND FILTER

PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM (CONTINUED) Error! Reference source not found.

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

Jane Doe 50%, ABC Com~an~. Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
A.

Richard Miller, CEO/COO/Secretary 100%, Resource Environmental , Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
B.

N/A N/A
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
C.

N/A N/A
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
D.

N/A N/A
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
E.

N/A N/A
[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
Richard Miller, CEO/COO/Secretarv
Date
August 7, 2025

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

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 2 ends

PART II - REQUIRED BID DOCUMENTS
PAGE20

Attachment B

1Q - Page 14
From: Juan Segoviano
To: Allen Janisch
Subject: FW: Wastewater Treatment Plant Various Demolitions BID 21-06 Bid Packages Date: Monday, August 11, 2025 3:14:00 PM
Attachments: image001.png
Importance: High

From: Jim Rawson <[email protected]>
Sent: Monday, August 11, 2025 3:07 PM
To: Juan Segoviano <[email protected]>
Subject: Re: Wastewater Treatment Plant Various Demolitions BID 21-06 Bid Packages Importance: High

NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Hi Juan,

Thank you for providing the bid results for the Wastewater Treatment Plant Various Demolitions Bid 21-06. After reviewing the submitted bids, we have identified several material deficiencies in the apparent low bidder’s proposal that raise serious concerns regarding their responsiveness and overall compliance with the project requirements. In the interest of resolving these issues informally and avoiding the need for a formal protest, we respectfully submit the following observations for your consideration. We believe these items, upon review, will warrant disqualification of the low bidder and award to the next responsive and responsible bidder.

1. Missing Qualified SWPPP Personnel (QSP/QSD)
The low bidder failed to list a Qualified SWPPP Practitioner (QSP) or Qualified SWPPP Developer (QSD) as required by the project specifications. Given that a minimum SWPPP level has been established for the project, this omission is a significant deficiency. Proper SWPPP compliance involves not only plan development but ongoing inspections and reporting to ensure there are no illicit discharges or non-compliance events that could implicate the City.

Without a listed and qualified QSP/QSD, the bidder cannot demonstrate compliance with these essential environmental requirements. This failure renders the bid non-responsive.

2. Incomplete Subcontractor Outreach – Traffic Control
The bid documents reflect that the low bidder conducted outreach to traffic control subcontractors but ultimately did not list one. As a certified small business in the State of California, we are particularly attuned to the requirements of the Public Contract Code 1Q - Page 15
concerning good faith outreach and subcontractor listing. The lack of a listed traffic control subcontractor suggests that the bidder did not fully comply with the competitive outreach requirements. Moreover, traffic control is a critical component of the project’s safety plan, and its omission constitutes a material flaw in the bid. This, too, supports a finding of non- responsiveness.

3. Unreasonable Line-Item Pricing – Bid Item #6 (Hauling & Disposal – Non-Haz) The low bidder submitted a unit price of $1.00 per ton for Bid Item #6, Hauling & Disposal (Non-Hazardous). This rate is not commercially or logistically feasible anywhere in the United States. Such an unbalanced or erroneous bid presents a risk to the City, particularly in the event the City must complete or reassign the work. Because this is a line-item contract, such an error cannot be corrected post-bid and materially affects the integrity of the bid. Under public contracting law and consistent with past precedent, this type of discrepancy constitutes a materially unbalanced bid and should disqualify the proposal as non-responsive.

Given the above, we respectfully request that the City thoroughly review the low bidder’s proposal and consider these issues in determining bidder responsiveness. We trust the City shares our commitment to a fair and compliant procurement process that protects public funds and ensures project success.

Please do not hesitate to contact me with any questions or if additional documentation is needed. We sincerely hope that these matters can be resolved promptly and cooperatively.

Thank you,
Jim Rawson
President
1701 S. Grove Ave. Suite H I Ontario, CA 91761
T: 909-975-2469 I M: 951-475-5650
Email: [email protected]
License #1048561
DIR #2000007108
Web: jdkdemo.com
SB-PW Cert # 2017523
CONFIDENTIALITY NOTICE: This message is intended only for the use of individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If 1Q - Page 16
l>i..·m\,11,1, \11. J•~1Ttlw,~1d,,;. JLL11rdL,11,
- -
you have received this communication in error, please notify us immediately by telephone at the above mentioned number and return the original message to us at the above address via the US postal Service. Thank you.

From: Juan Segoviano <[email protected]> Sent: Thursday, August 7, 2025 5:30 PM
To: Jim Rawson <[email protected]>
Subject: RE: Wastewater Treatment Plant Various Demolitions BID 21-06 Bid Packages As Requested.

From: Jim Rawson <[email protected]>
Sent: Thursday, August 7, 2025 3:15 PM
To: Juan Segoviano <[email protected]>
Subject: Wastewater Treatment Plant Various Demolitions BID 21-06 Bid Packages NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Hi Juan,
I would like to request the low three bidders bid packages please. I am listed with the 2nd place bidder. Have a great rest of your afternoon.

Thank you,
Jim Rawson
President
1701 S. Grove Ave. Suite H I Ontario, CA 91761
T: 909-975-2469 I M: 951-475-5650
Email: [email protected]
License #1048561
DIR #2000007108
Web: jdkdemo.com
SB-PW Cert # 2017523
CONFIDENTIALITY NOTICE: This message is intended only for the use of individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If 1Q - Page 17
JDKDemo
you have received this communication in error, please notify us immediately by telephone at the above mentioned number and return the original message to us at the above address via the US postal Service. Thank you.

1Q - Page 18
1Q - Page 19
...

City of Palm Springs
Engineering Services Department
3200 East Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323·8253 • Fax: j760) 322-8360 • Web: www.palmspringsca.gov

VIA CERTIFIED MAIL AND E-MAIL
Mr. Jim Rawson
JDK Demo
1701 S. Grove Ave. Suite H
Ontario, CA 91 761
[email protected]
SUBJECT: City of Palm Springs
August 21, 2025
Project No. 21-06 Wastewater Treatment Plant Demolition of Abandoned Headworks, Primary Clarifiers, and Sand Filter
Notice of Rejection of Bid Protest
Dear Mr. Rawson
The City of Palm Springs ("City") has reviewed the bid protest dated August 11, 2025 ("Protest") submitted by JDK Demo ("JDK") with regards to the above captioned project ("Project") and the lowest responsible bidder submitting a responsive bid on the Project -Resource Environmental, Inc. ("Resource"). Resource provided a formal response to the Protest on August 18, 2025 and refuted all claims made by JDK. As a preliminary matter, subcontractors cannot submit bid protests. Section 1-6.3 of the Project Special Provisions states that bidders are entitled to protest an award by the City, and Section

7.03. IO of the Palm Springs Municipal Code states that the City will only consider protest by participants that respond to the solicitation. JDK is not a bidder for this Project. Nevertheless, the City has reviewed the protest and finds it is meritless as it pertains to Resource's bid.

As a threshold matter, a bid must conform to the material terms of the bid package. (DeSilva Gates Constr. v. Department of Transp. (2015) 242 Cal.App.4th 1409; Menefee v. County of Fresno ( 1985) 163 Cal.App.3d 1175.) A bid is responsive if it promises to do what the bidding instructions demand. (Williams v. Clovis Unified Sch. Dist. (2007) 146 Cal.App.4th 757; Valley Crest Landscape Inc. v. City of Davis (1996) 41 Cal.App.4th 1432, 1438.) Responsiveness should be determined from the face of the bid. (Great W. Contractors, Inc. v. Irvine Unified Sch. Dist. (2010) 187 Cal.App.4th 1425.) The City has broad discretion to determine responsiveness and accept a responsive bid even if there are minor irregularities or mistakes, as long as such mistakes do not affect the price of the bid, or otherwise give a bidder an unfair competitive advantage. (See Menefee v County of Fresno ( 1985) 163 Cal. App. 3d 1175, Ghilotti Construction Co v City of Richmond ( 1996) 45 Cal App 4th 897). 1Q - Page 20
.. ...

August 21, 2025

Page 2 ends

With the foregoing in mind and in reviewing the bid submitted by Resource, it is clear the alleged errors in the bid are not errors at all and certainly do not amount to material mistakes requiring the City to reject the bid as nonresponsive.

The Protest asserts Resource's bid is nonresponsive because (1) the bid failed to list a Qualified Storm Water Pollution Prevention Plan (SWPPP) Practitioner (QSP) or Qualified SWPPP Developer (QSD) as required by the project specifications, (2) the bid failed to list a traffic control subcontractor, which suggests Resource did not fully comply with the competitive outreach requirements, and (3) Resource's Hauling & Disposal (Non-Hazardous) item is unbalanced. A review of the basis for the Protest shows that it is without substantive merit.

Failure to List a QSP or QSD Does Not Render Resource's Bid Nonresponsive Failure to list a QSP or QSD does not render Resource's bid nonresponsive. JDK mistakenly asserts that the project specifications require a bidder to list a QSP or QSD. The specifications for the SWPPP are contained in Section 3. 12•6.3 of the Special Provisions and require the contractor to designate the QSD and QSP as the individuals responsible for the SWPPP during the course of construction until the project has been accepted. Nowhere in the contract documents is there a requirement for the bidder to specify the individuals who will act as the QSP or QSD at the time of bid. How the bidder will comply with the Project requirements, including environmental requirements, is left up to the bidder as the means and methods of constructing the project in accordance with the approved plans. Resource's failure to list a QSP or QSD is not a bid error at all.

Failure to List a Traffic Control Subcontractor Does Not Render Resource's Bid Nonresponsive Failure to list a subcontractor for traffic control work does not render Resource's bid nonresponsive.

Pursuant to the Subletting and Subcontracting Fair Practices Act ("Act"), a bidder is required to list all subcontractors who will perform any work in excess of 0.5% of its bid amount. ((Pub. Cont. Code, § 4 I 04.) If a subcontractor is not listed in the bid for work in excess of 0.5% of the bid amount, the Act requires the bidder to self-perform the work. (Pub. Cont. Code,§ 4106.) Assuming that traffic control for the Project is in fact in excess of 0.5% of Resource's total bid amount, Resource's failure to list a subcontractor for traffic control work simply means Resource is obligated to self-perform all such work in accordance with the Act.

JDK further asserts that Resource's failure to list a traffic control subcontractor suggests that Resource did not fully comply with the "Public Contract Code concerning good faith outreach" and "competitive outreach requirements." However, JDK is incorrect that the Public Contract Code contains any such requirements and has not pointed to any specific requirement to substantiate its assertion. Bidders were required to conduct outreach to local businesses in compliance with the City's Local Business Preference Program, in which Resource fully complied. The Required Bid Documents included a Local Business Preference Program document to implement Section 7.03.08 of the Palm Springs Municipal Code, which requires a contractor to "use good faith efforts to sub-contract supplies to local businesses and to sub contract services to local businesses whose work force resides within the Coachella Valley. The contractor shall submit evidence of such good faith efforts at the time of submission of bids." Resource did provide a list of all local businesses it solicited as evidence of its efforts. Additionally, Resource listed a local subcontractor for electrical work, Desert Elite Electric & Construction, Inc., located in Palm Desert.
1Q - Page 21
August 21, 2025

Page 3 ends

JDK 's claim that Resource's failure to list a traffic control subcontractor constitutes a material flaw is incorrect. JDK has not pointed to any specific Public Contract Code requirement that Resource has violated. Because Resource did not list a traffic control subcontractor, Resource will simply have to self perform the work.

Resource's Bid is Not Unbalanced and Does Not Require Rejection An unbalanced bid is one where "there is a reasonable doubt that award to the bidder submitting the mathematically unbalanced bid will result in the lowest ultimate cost to the Government." (Matter of Crown Laundry and Dry Cleaners, Comp. Gen. B·208795.2, Apri I 22, 1983.) That is not the case here.

JDK is not alleging that the City will have to pay more for the Project as a result of Resource's bid strategy. Rather, JDK merely speculates there is risk to the City if the City were to have to complete or reassign the work. There is no indication that Resource's Hauling & Disposal (Non-Hazardous) item places the City at any disadvantage.

We note the clear policy and purpose associated with the review of bids and bid protests as dictated by the court in Ghilloti, supra:

They must also be viewed in light of the public interest, rather than the private interest of a disappointed bidder. 'It certainly would amount to a disservice to the public if a losing bidder were to be permitted to comb through the bid proposal or license application of the low bidder after the fact, [and] cancel the low bid on minor technicalities, with the hope of securing acceptance of his, a higher bid. Such construction would be adverse to the best interests of the public and contrary to public policy.' (Judson Pacific Murphy Corp. v. Durkee (I 956) 144 Cal.App.2d 377,383, 301 P.2d 97.)
(Ghilotti, supra 45 Cal.App.4th at 908-09.) Consistent with this policy, the City finds the Protest meritless and rejects it in its entirety.

The City will consider award of this contract at its City Council meeting on September 25th, 2025. City staff intends to recommend award of the contract to the lowest responsible bidder submitting a responsive bid, Resource.

Sincerely,
on o PE, MPA
City Engineer
cc: Francisco Jaime, PE Principal Engineer, City of Palm Springs Juan Segoviano, PE Senior Civil Engineer, City of Palm Springs Allen Janisch, Project Manager, City of Palm Springs
Chase Tinsley Vice President of Operations, Resource Environmental Inc.

From: Chris Ruiz
To: Juan Segoviano
Cc: Nestor Reyes; Vonda Teed; Francisco Jaime
Subject: Re: Wastewater Treatment Plant Various Demolitions BID 21-06 Date: Tuesday, August 12, 2025 11:20:14 AM
Attachments: image001.png
NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Hello Juan,
Please advise, we have reviewed the bid packet submitted by Resource Environmental and believe their bid is non-responsive due to several errors in compliance with bidding requirements, particularly regarding the listing of subcontractors as mandated by the Public Contract Code and the project's bid documents.

After examination of Resource Environmental's bid submission, we have identified the following disqualifying factors:

Failure to List a Subcontractor for Storm Water Pollution Prevention Plan (SWPPP):

The project involves significant earthwork, grading, and demolition activities that require

amendment

to the SWPPP that is currently listed on pages 24-37. Resource Environmental's bid does not list any subcontractor or provide details for the preparation and implementation of the SWPPP. This omission renders the bid incomplete and non-responsive, as the bidder must identify qualified entities for such essential compliance requirements.

Failure to List a Subcontractor for Traffic Control:

The bid documents and Resource Environmental's own solicitation records (e.g., BuildingConnected bid packages) indicate that traffic control was a distinct scope of work, with solicitations sent to multiple potential subcontractors and at least one bid received.

However, the formal List of Subcontractors (pages 6-8 of their bid packet) does not include any subcontractor for traffic control. Under Public Contract Code Section 4104, all subcontractors performing work valued at more than 0.5% of the total bid must be listed. This failure to list a required subcontractor constitutes a material defect.

Failure to Identify Subcontractor Tier Level:

The City’s bid forms require the prime contractor to indicate whether each subcontractor is a first-tier or second-tier subcontractor. Resource Environmental’s subcontractor listing fails to include this information for its listed subcontractors, leaving the bid incomplete and non- responsive.

We respectfully request that the City review the award to Resource Environmental.

Christopher Ruiz
VP, Corporate Relations
Precision Environmental
Email:

[email protected]
1Q - Page 22
Photo
Cell: (949) 706-4234
24/7 Emergency: (800) 375-7786
Website: precisionenv.com
CA - AZ Service Provider
HQ Address: 4350 Transport St #109, Ventura, CA 93003

On Fri, Aug 8, 2025 at 9:51
AM Chris Ruiz <[email protected]> wrote:

Thank you!
Photo

Christopher Ruiz
VP, Corporate Relations
Precision Environmental
Email:
[email protected]
Cell: (949) 706-4234
24/7 Emergency: (800) 375-7786
Website: precisionenv.com
CA - AZ Service Provider
HQ Address:
4350 Transport St #109, Ventura, CA 93003

On Thu, Aug 7, 2025 at 5:10
PM Juan Segoviano <[email protected]>
wrote:

As Requested.

From: Chris Ruiz <[email protected]>
Sent: Thursday, August 7, 2025 3:36 PM
To: Juan Segoviano <[email protected]>; Nestor Reyes <[email protected]>
Subject: Wastewater Treatment Plant Various Demolitions BID 21-06

NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

1Q - Page 23
[I]
[I]
[I]
[I]
[I]
[ii
[I]
[I]
[I]
[I]
[I]
Hello Juan,
Thank you so much for concluding the Water Waste Treatment Plant demo bid.

Would you be so kind as to send us the 1st place
submittal from Resource Environmental?
Much appreciated!

Photo

1Q - Page 24
City of Palm Springs
< Back to Bid Search
Wastewater Treatment Plant Various Demolitions am 21-0• Showing 3 Bid Results
Vendor
R:esource Environmenta l, lnc.
13100AlondraBlvd
Su1tel08
Cerritos, California 90703
Contact: Cynthia Skiff
Phone: 562-468-700J
Precisio n Works, INC.
4350 Transport St #109, Ventura, CA 93003
Ventura, california 93003
Contact:ChnsRu1z
Phone: 949-706-4234
Interior Oemolitlon Inc.
23508 Pine Street
Newhall, California 91321
Contact:MarcoMolina
Phone:818-249-4932
Prospoctiw!Bdders
Type
Ill Ill Ill Ill Ill
Precision\
Bid Amoun t Responsi ve
$2,243,559.00
$2,896,705.00
$4,667,40500
1Q - Page 25
City of Palm Springs
Public Works and Engineering Department
3200 East Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323-8253 • Fax: (760) 322-8360 • Web: www.palmspringsca.gov August 21, 2025

VIA CERTIFIED MAIL AND E-MAIL
Mr. Christopher Ruiz
Precision Environmental
4350 Transport Street #109
Ventura, CA 93003
[email protected]
SUBJECT: City of Palm Springs
Project No. 21-06 Wastewater Treatment Plant Demolition of Abandoned Headworks, Primary Clarifiers, and Sand Filter
Notice of Rejection of Bid Protest
Dear Mr. Ruiz,
The City of Palm Springs ("City") has reviewed the bid protest dated August 12, 2025 ("Protest") submitted by Precision Environmental ("Precision") with regards to the above captioned project ("Project") and the bid submitted by the lowest responsible bidder submitting a responsive bid on the Project -Resource Environmental, Inc. ("Resource"). Resource provided a formal response to the Protest on August 18, 2025 and refuted all claims made by Precision. Based on our review, the Protest is meritless as it pertains to Resource's bid.

As a threshold matter, a bid must conform to the material terms of the bid package. (DeSilva Gates Constr. v. Department ofTransp. (2015) 242 Cal.App.4th 1409; Menefee v. County of Fresno (1985) 163 Cal.App.3d 1175.) A bid is responsive if it promises to do what the bidding instructions demand. (Williams v. Clovis Unified Sch. Dist. (2007) 146 Cal.App.4th 757; Valley Crest landscape Inc. v. City of Davis (1996) 41 Cal.App.4th 1432, 1438.) Responsiveness should be determined from the face of the bid. (Great W. Contractors, Inc. v. Irvine Unified Sch. Dist. (2010) 187 Cal.App.4th 1425.) The City has broad discretion to determine responsiveness and accept a responsive bid even if there are minor irregularities or mistakes, as long as such mistakes do not affect the price of the bid, or otherwise give a bidder an unfair competitive advantage. (See Menefee v County of Fresno ( 1985) 163 Cal. App. 3d 1175, Ghilotti Construction Co v City of Richmond ( 1996) 45 Cal App 4th 897).

August 21, 2025

Page 2 ends

The Protest asserts Resource's bid is nonresponsive because the bid failed to list subcontractors for the Stonn Water Pollution Prevention Plan (SWPPP) and traffic control work, and the bid failed to indicate whether each subcontractor is a first-tier or second-tier subcontractor.

Failure to List SWPPP and Traffic Control Subcontractors Does Not Render Resource's Bid Nonresponsive
Failure to list subcontractors for the preparation and implementation of the SWPPP and traffic control work does not render Resource's bid nonresponsive. Pursuant to the Subletting and Subcontracting Fair Practices Act ("Act"), a bidder is required to list all subcontractors who will perfonn any work in excess of0.5% of its bid amount. ((Pub. Cont. Code,§ 4104.) If a subcontractor is not listed in the bid for work in excess of 0.5% of the bid amount, the Act requires the bidder to self-perfonn the work. (Pub. Cont.

Code,§ 4106.) Assuming that the preparation and implementation of the SWPPP and traffic control work for the Project are in fact each in excess of 0.5% of Resource's total bid amount, Resource's failure to list subcontractors for the SWPPP and traffic control work simply means Resource is obligated to self perfonn all such work in accordance with the Act. Resource's failure to list these subcontractors is not a bid error at all.

More importantly, the preparation of the SWPPP requires professional services, not construction work, and registered civil engineers are not considered subcontractors for purposes of the Act. Section 9-Public Contract Code section 4113 defines "subcontractor" as a contractor within the meaning of the provisions of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code.

Chapter 9 defines contractor as synonymous with the tenn "builder" and includes any person who undertakes, offers to undertake, purports to have the capacity to undertake, or submits a bid to construct, alter, repair, add to, subtract from, improve, move, wreck, or demolish any building, highway, road, parking facility, railroad, excavation, or other structure, project, development, or improvement. (See Bus. & Prof. Code, § 7026.) Furthennore, Chapter 9 does not apply to a licensed architect or a registered civil or professional engineer acting solely in his or her professional capacity. (See Bus. & Prof. Code, § 7051.) Instead, registered civil engineers are governed by the Professionals Engineers Act (See Bus. & Prof. Code, § 6700.) Taken together, registered civil engineers are not subcontractors for purposes of the Act. Therefore, bidders are not required to list them in their bid in order to comply with subcontractor listing obligations under the Act, and Resource's failure to list a subcontractor to prepare the SWPPP is not a bid error at all. In regards to the implementation of the SWPPP, because Resource did not list a subcontractor for the implementation work, as discussed above, Resource is simply required to self perfonn the work.

Precision further asserts that Resource submitted an incomplete bid, as Resource did not provide details for the preparation and implementation of the SWPPP. Nowhere in the contract documents is there a requirement for the bidder, at the time of bid, to provide details regarding how the bidder will comply with Section 3-12.6.3 of the Project's Special Provisions and accomplish the SWPPP. How the bidder will comply with the Project requirements, including the SWPPP, is left up to the bidder as the means and methods of constructing the project in accordance with the approved plans.

Failure to Identify Subcontractor Tier Levels Does Not Render Resource's Bid Nonresponsive The Bidder's List of Subcontractors Required Bid Document ensures compliance with the requirement of Section 4104 of the Pub! ic Contract Code, further discussed above, and the document states that "failure to comply with this requirement will render the Bid as non-responsive and may cause its rejection." 1Q - Page 27
,._ ...

August 21, 2025

Page 3 ends

Section 4104 does not contain a requirement to specify subcontractor tier levels. Resource listed its subcontractors in compliance with Section 4104, and specified the subcontractor tier level for each subcontractor with a percentage of contracted work greater than .5% of the bid amount. Although not required to do so, Resource also listed subcontractors with a percentage of contracted work less than .5%, but did not specify the subcontractor tier level for these subcontractors. This omission is immaterial, as Resource fully complied with Section 4104 and the intent of the Bidder's List of Subcontractors Required Bid Document.

We note the clear policy and purpose associated with the review of bids and bid protests as dictated by the court in Ghilloti, supra:

They must also be viewed in light of the public interest, rather than the private interest of a disappointed bidder. 'It certainly would amount to a disservice to the public if a losing bidder were to be permitted to comb through the bid proposal or license application of the low bidder after the fact, [and] cancel the low bid on minor technicalities, with the hope of securing acceptance of his, a higher bid. Such construction would be adverse to the best interests of the public and contrary to public policy.' (Judson Pacific-Murphy Corp. v. Durkee (1956) 144 Cal.App.2d 377,383, 301 P.2d 97.)
(Ghilotti, supra 45 Cal.App.4th at 908-09.) Consistent with this policy, the City finds the Protest meritless and rejects it in its entirety.

The City will consider award of this contract at its City Council meeting on September 25, 2025. City staff intends to recommend award of the contract to the lowest responsible bidder submitting a responsive bid, Resource.
cc: Francisco Jaime, PE Principal Engineer, City of Palm Springs Juan Segoviano, PE Senior Civil Engineer, City of Palm Springs Allen Janisch, Project Manager, City of Palm Springs
Chase Tinsley Vice President of Operations, Resource Environmental Inc.

Attachment C
1Q - Page 28

Revised 8.9.23 Page 1 of 7

CONSTRUCTION AGREEMENT [***INSERT CONTRACT NUMBER***]
Resource Environmental, Inc.

THIS AGREEMENT made this 25 th day of September, 2025 (“Effective Date”) by and between the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the City, and Resource Environmental, Inc., a California Corporation, hereinafter designated as the Contractor.

The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

1. THE WORK
For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to furnish all materials and perform all work required to complete the Work as specified in the Contract Documents, and as generally indicated under the Bid Schedule(s) for the Project entitled:

The Work comprises The project involves the demolition and removal of the abandoned headworks, primary clarifiers, and sand filters at the City of Palm Springs Wastewater Treatment Plant, located at 4375 E Mesquite Ave, Palm Springs, CA 92264. The scope includes the removal, transportation, and proper disposal of all materials resulting from demolition, including existing utilities within the project footprint that may require cutting, capping, and removal; the identification, abatement, and lawful disposal of hazardous materials such as asbestos and lead containing substances in compliance with applicable regulations; the installation of new electrical conduit and duct bank, along with associated components, to provide power to the facility access gate; backfilling and compaction to grade where necessary to restore the site; and the protection of all other facilities within the wastewater treatment plant project area that are not designated for demolition. The work shall be diligently prosecuted to completion before the expiration of the 130 working days allotted.

2. COMMENCEMENT AND COMPLETION
The Work to be performed under this Contract shall commence on the date specified in the Notice to Proceed by the City, and the Work shall be fully completed within 130 working days.

The City and the Contractor recognize that time is of the essence of this Agreement, and that the City will suffer financial loss if the Work is not completed within the time specified in Article 2, herein, plus any extensions thereof allowed in accordance with applicable provisions of the Standard Specifications, as modified herein. The parties also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by the City if the Work is not completed on time. Accordingly, instead of requiring any such proof, the City and the Contractor agree that as liquidated damages or delay (but not as a penalty), the Contractor shall pay the City the sum specified in Section 6-9 of the Special Provisions for each calendar day that expires after the time specified in Article 2, herein. In executing the Agreement, the Contractor acknowledges it has reviewed the provisions of the Standard Specifications, as modified herein, related to liquidated damages, and has made itself aware of the actual loss incurred by the City due to the inability to complete the Work within the time specified in the Notice to Proceed. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor. 1Q - Page 29

Revised 8.9.23 Page 2 of 7

The amount of the initial contract award in accordance with the Contractor’s Bid Proposal is Two million, two hundred forty-three thousand, five hundred fifty-nine Dollars ($2,243,559).

Contractor agrees to receive and accept the prices set forth herein, as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the Work during its progress or prior to its acceptance including those for well and faithfully completing the Work and the whole thereof in the manner and time specified in the Contract Documents; and, also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the Work, suspension of discontinuance of the Work, and all other unknowns or risks of any description connected with the Work.

4. CONTRACT DOCUMENTS
The Contract Documents consist of the Notice Inviting Bids, Instructions to Bidders, the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations, the accepted Bid and Bid Schedule(s), List of Subcontractors, Local Business Preference Program – Good Faith Efforts, Non- Discrimination Certification, Non-Collusion Declaration, Bidder's General Information, Bid Security or Bid Bond, this Agreement, Worker's Compensation Certificate, Performance Bond, Payment Bond, Standard Specifications, Special Provisions, the Drawings, Addenda numbers 1 to 3, inclusive, and all Construction Contract Change Orders and Work Change Directives which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto.

5. MUTUAL OBLIGATIONS
For and in consideration of the payments and agreements to be made and performed by the City, the Contractor agrees to furnish all materials and perform all work required for the above stated project, and to fulfill all other obligations as set forth in the aforesaid Contract Documents. City hereby agrees to employ, and does hereby employ, Contractor to provide the materials, complete the Work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the Contract Price herein identified, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Contract Documents.

6. PAYMENT PROCEDURES
The Contractor shall submit Applications for Payment in accordance with the Standard Specifications as amended by the Special Provisions. Applications for Payment will be processed by the City Engineer as provided in the Contract Documents.

7. NOTICES
All notices shall be in writing and either served by personal delivery or mailed to the other party. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to the City shall be addressed to the City as designated in the Notice Inviting Bids unless the City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier.

Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

1Q - Page 30

Revised 8.9.23 Page 3 of 7

8. INDEMNIFICATION
Contractor shall provide indemnification and defense as set forth in Section 7-15 “Indemnification,” of the Special Provisions.

Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor specifically acknowledges and agrees to be bound by the Wage Rates and Labor Code requirements specified in the Contract Documents, including the requirement to furnish electronic certified payroll records directly to the Labor Commissioner (via the Division of Labor Standards Enforcement), and shall pay the general prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations of the State of California.

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

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

No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

1Q - Page 31

Revised 8.9.23 Page 4 of 7

The City and the Contractor each binds itself, its partners, successors, assigns, and legal representatives, to the other party hereto, its partners, successors, assigns, and legal representatives, in respect of all covenants, agreements, and obligations contained in the Contract Documents.

Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.

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

Project Labor Agreement - The Work is subject to the City’s Community Workforce Agreement dated August 31, 2021 (“CWA” or “Project Labor Agreement” or “PLA”), a copy of which is on file with the City, available upon request, and incorporated herein by reference as if fully set forth herein. Contractor and all subcontractors of Contractor of any tier shall at all times comply with the requirements of the PLA in the prosecution of the Work. Contractor has executed or agrees to execute and be bound by the terms of the PLA either directly or through the Letter of Assent (a form of which is attached to the PLA as "Exhibit B" and referred to herein as the “LOA”), and Contractor shall furnish evidence of compliance with the same to City prior to the commencement of any Work. Contractor further agrees to require, or has already required, each of its subcontractors, of whatever tier, to agree in writing in the form of a LOA to be bound by each and every provision of the PLA prior to the commencement of Work or at the time of such subcontract, whichever occurs first.

• Subcontractors - Contractor shall include, and shall require all of Contractor’s subcontractors of any tier to include, contractual provisions in all contracts they enter into for the performance of the Work, requiring each subcontractor, of every tier, who furnishes any labor for the performance of Work, to comply with the provisions of the PLA at no additional cost. • Condition of Payment - Compliance by Contractor and all of Contractor’s subcontractors of any tier with the requirements of the PLA shall be a condition of Contractor’s right to payment under this Agreement.
• Reformation - Any requirement currently set forth in, or hereafter developed, adopted or implemented pursuant to the terms of the PLA, that is applicable to the Project, that is not set forth herein or that is by mistake incorrectly stated, shall be deemed to be inserted in this Agreement and shall be read and enforced as though it were included herein; and, if through mistake or otherwise any such requirement is not inserted or if inserted and requires correction, then upon request of either party this Agreement shall forthwith be amended to make such insertion or correction.
• Conflicts - In the event of a conflict between the PLA and any other provisions of the Contract Documents, the PLA shall control.
• Costs of Compliance - Contractor represents and warrants that it has included in its bid all costs of compliance with the requirements of this Section 13. • Not a Limitation - The requirements of this Section 13 are in addition to, and not a limitation upon, the other applicable provisions of the Contract Documents.

[SIGNATURES ON NEXT PAGE]
1Q - Page 32
Revised 8.9.23 Page 5 of 7

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM S
PRINGS AND RESOURCE ENVIRONMENTAL, INC.

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

CONTRACTOR:
[***TWO SIGNATURES ARE ONLY REQUIRED FOR CORPORATIONS; IF SUPPLIER IS NOT A CORPORATION, DELETE SECOND SIGNATURE AND DATE LINE***]
By Date
Signature
By Date
S
ignature
(2nd signature required for Corporations)
CI
TY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL: Date: Item No.

APPROVED AS TO FORM: ATTEST:

By By
C
ity Attorney City Clerk
AP
PROVED:

By Date
City Manager – over $150,000
D
eputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
1Q - Page 33

Revised 8.9.23 Page 6 of 7

EXHIBIT “A”
EXECUTIVE ORDER N-6-22 CERTIFICATION

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

1Q - Page 34

Revised 8.9.23 Page 7 of 7

EXHIBIT “B”

LETTER OF ASSENT

A letter of assent is to be signed by all contractors awarded work covered by the City of Palm Springs Community Workforce Agreement prior to commencing work.

[Contractor’s Letterhead]

CWA Administrator
City of Palm Springs
Attn: Procurement & Contracting
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Re: Community Workforce Agreement – Letter of Assent
City Project No. XX-XX

Dear Sir/Madame:

This is to confirm that [name of company] agrees to be part to and bound by the City of Palm Springs Community Workforce Agreement effective Month Day, Year, as such Agreement may, from time to time by the negotiating parties or interpreted pursuant to its terms. Such obligation to be a party and bound by this Agreement shall extend to all work covered by the agreement undertaken by this Company on the project and this Company shall require all of its contractors and subcontractors of whatever tier to be similarly bound for all work within the scope of the Agreement by signing and furnishing to you an identical letter of assent prior to their commencement of work.

Sincerely,

[Name of Construction Company]

By: [ ]
Name and Title of Authorized Executive

Contractor State License No.:

Business Address:

Business Phone:

Cc: San Bernardino/Riverside Counties Building and Construction Trades Council AFL- CIO
1Q - Page 35

WORKER'S COMPENSATION CERTIFICATE
AGREEMENT AND BONDS - PAGE 1

WORKER'S COMPENSATION CERTIFICATE
(AS REQUIRED BY SECTION 1861

OF THE CALIFORNIA LABOR CODE)
I am aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for worker's compensation, or to undertake self -insurance in accordance with the provisions of said Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.

Contractor __________________________________
By _________________________________________
Title ________________________________________
1Q - Page 36

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 1
PERFORMANCE BOND – PUBLIC WORKS

KNOW ALL MEN BY THESE PRESENTS,
WHEREAS, the City of Palm Springs , a charter city, organized and existing in the County of Riverside, California, as Obligee, ( hereinafter referred to as the “ City”), has awarded to the undersigned Contractor, (hereinafter referred to as t he “Contractor”), an agreement for the work described as follows:

WASTEWATER TREATMENT PLANT VARIOUS DEMOLITIONS
CP 21-06
(hereinafter referred to as the “Public Work”); and
WHEREAS, the work to be performed by the Contractor is more particularly set forth in that certain Agreement (Construction Contract) for the said Public Work awarded to the Contractor and approved by the City for the Project hereinabove named, (hereinafter referred to as the "Contract"), which Contract is incorporated herein by this reference; and WHEREAS, the Contractor
is required by said Contract to perform the terms thereof, and to provide a bond both for the performance and guaranty thereof.

THE CONDITION OF
THIS OBLIGATION IS SUCH, that if the bounden Contractor, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep
and perform the covenants, conditions and agreements in the said Contract and any alteration thereof made as therein provided, on his or its parts, to be kept and performed at the time and in the
manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill
the one year guarantee of all materials and workmanship; and indemnify and save harmless the City
, its officers and agents, as stipulated in said Contract, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

The said Surety,
for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition
to the terms of the Contract or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration of addition to the terms of the Contract, or to the Public Work or to the Specifications.

N
o final
settlement between the City and the Contractor shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.
1Q - Page 37

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 2
PERFORMANCE BOND – PUBLIC WORKS
(CONTINUED)
Contractor and Surety agree that if the City is required to engage the services of an attorney in connection with enforcement of the bond, each shall pay City's reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

SIGNED AND SEALED, this ____ day of ___________________, 20____.

CONTRACTOR:

Check one: ____ individual, ___ partnership, ___ corporation (This Performance Bond must be signed by representatives and/or officers having appropriate authority to bind the Contractor and Surety to the terms of the Performance Bond.) CONTRACTOR:

By:
signature
(NOTARIZED)
Print Name and Title:

SURET
Y:

By
signature
(NOTARIZED)
Print Name and Title:

By s
ubmitting this Performance Bond, the Contractor and Surety acknowledge the provisions of the Contract Documents with regard to Section 6-4 “Default by the Contractor”, as further amended by the Special Provisions.
1Q - Page 38

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 3
PERFORMANCE BOND – PUBLIC WORKS
(CONTINUED)

The rate of premium on this bond is $________ per thousand.

The total amount of premium charged: $__________

(The above must be filled in by corporate surety).

IMPORTANT: Surety companies executing bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the work or project is financed, in whole or in part, with Federal, grant, or loan funds, it must also appear on the Treasury Department’s most current list (Circular 570 as amended). THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:

(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California if
different from above)

(Telephone Number of Surety and
Agent or Representative for
service of process in California)

1Q - Page 39

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 4
PERFORMANCE BOND – PUBLIC WORKS
(CONTINUED)

ALL-PURPOSE ACKNOWLEDGMENT

State of

County of

On ______________________ before me, , Date Name, Title of Officer personally appeared ,

NAME(S) OF SIGNER(S)

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct.

Witness my hand and official seal.

__________________________________
Signature of Notary

ATTENTION NOTARY: Although the information requested below is OPTIONAL , it could prevent fraudulent attachment of this certificate to unauthorized document.

THIS CERTIFICATE Title or Type of Document

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages DATE of DOCUMENT DESCRIBED AT RIGHT:

Signer(s) Other Than Named Above_____________________________________________________

A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy or validity of that
document.
1Q - Page 40

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 1
PAYMENT BOND – PUBLIC WORKS

KNOW ALL MEN BY THESE PRESENTS,
WHEREAS, the City of Palm Springs, a charter city, organized and existing in the County of Riverside, California, as Obligee, (hereinafter referred to as the “City”), has awarded to the undersigned Contractor, (hereinafter referred to as the “Contractor”), an agreement for the work described as follows:

WASTEWATER TREATMENT PLANT VARIOUS DEMOLITIONS
CITY PROJECT NO. 21-06
(hereinafter referred to as the “Public Work”); and
WHEREAS, the work to be performed by the Contractor is more particul arly set forth in that certain Agreement (Construction Contract) for the said Public Work awarded to the Contractor and approved by the City for the Project hereinabove named, (hereinafter referred to as the “Contract”), which Contract is incorporated herein by this reference; and
WHEREAS, said Contractor is required to furnish a bond in connection with said Contract and pursuant to Section 9550 of the California Civil Code.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if said Contractor, his or its heirs, executors, administrators, successors, or assigns, or Subcontractors, shall fail to pay for any materials, provisions or other supplies, implements, machinery, or power used in, upon, for, or about the performance of the Public Work contracted to be done, or to pay any person for any work or labor of any kind, or for bestowing skills or other necessary services thereon, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of paid Contractor and his Subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor as required by the provisions of Sections 9550 through 9560 of the Civil Code, the Surety or Sureties hereon will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In addition to the provisions herein above, it is agreed that this bond will inure to the benefit of any and all persons, companies, and corporations entitled to serve stop payment notices under Section 9100 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.
1Q - Page 41

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 2
PAYMENT BOND – PUBLIC WORKS
(CONTINUED)

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or additions to the terms of the said Contract or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract or to the work or to the Specifications.

No final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

Contractor and Surety, an admitted surety insurer, further agree that if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

SIGNED AND SEALED, this ____ day of __________________, 20____.

CONTRACTOR:

Check one: ____ individual, ___ partnership, ___ corporation

(This Payment Bond must be signed by representatives and/or officers having appropriate authority to bind the Contractor and Surety to the terms of the Payment Bond.)

EXECUTED FOR THE CONTRACTOR:

By:

signature
(NOTARIZED)

Print Name and Title:

By:

signature
(NOTARIZED)

Print Name and Title:

EXECUTED FOR THE SURETY:

signature
(NOTARIZED)

Print Name and Title:

1Q - Page 42

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 3
PAYMENT BOND – PUBLIC WORKS
(CONTINUED)

The rate of premium on this bond is $________ per thousand.

The total amount of premium charged: $__________

(The above must be filled in by corporate surety).

Any claims under this bond may be addressed to:

(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California if
different from above)

(Telephone Number of Surety and
Agent or Representative for
service of process in California)

1Q - Page 43

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 4
PAYMENT BOND – PUBLIC WORKS
(CONTINUED)

ALL-PURPOSE ACKNOWLEDGMENT

State of

County of

On ______________________ before me, , Date Name, Title of Officer personally appeared ,

NAME(S) OF SIGNER(S)

I certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct.

Witness my hand and official seal.

__________________________________
Signature of Notary

ATTENTION NOTARY: Although the information requested below is OPTIONAL , it could prevent fraudulent attachment of this certificate to unauthorized document.

THIS CERTIFICATE Title or Type of Document

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages DATE of DOCUMENT DESCRIBED AT RIGHT:

Signer(s) Other Than Named Above_____________________________________________________

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 1

THE FOLLOWING WARRANTY BOND

SHALL BE FURNISHED PRIOR TO FINAL

ACCEPTANCE OF THE WORK IN
ACCORDANCE WITH SECTION 1-7.2 OF

THE STANDARD SPECIFICATIONS AS

AMENDED BY THE SPECIAL PROVISIONS

1Q - Page 45

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 2
WARRANTY BOND – PUBLIC WORKS

KNOW ALL MEN BY THESE PRESENTS,
WHEREAS, the City of Palm Springs, a charter city, organized and existing in the County of Riverside, California, as Obligee, (hereinafter referred to as the “City”), has awarded to the undersigned Contractor, (hereinafter referred to as the “Contractor”), an agreement for the work described as follows:

WASTEWATER TREATMENT PLANT VARIOUS DEMOLITIONS

CITY PROJECT
NO. 21-06
(hereinafter referred to as the “Public Work”); and
WHEREAS, the work to be performed by the Contractor is more particularly set forth in that certain Agreement (Construction Contract) for the said Public Work awarded to the Contractor and approved by the City for the Project hereinabove named, (hereinafter referred to as the “Contract”), which Contract is incorporated herein by this reference; and
WHEREAS, said Contractor is required under the terms of the Contract to guarantee the costs of repair and/or replacement of defective materials or defective workmanship in the Public Work, which guarantee shall remain in effect for a period of one (1) year from date of acceptance of work by the City, and to furnish a bond for the faithful performance of said Contract and the payment of all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of any such warranty work; and
WHEREAS, said Contractor has completed the Public Work and the City has accepted, or substantially concurrently herewith is accepting the Public Work, subject to the requirement of delivery of this obligation.

NOW, THEREFORE, we, the undersigned Contractor, as Principal, and:
, a corporation
organized and existing under the laws of the State of ____________, and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City, and to any and all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of the aforesaid Contract, for one (1) year from and after the date of completion and acceptance of said work, in the penal sum of (TWENTY FIVE PERCENT [25%] OF FINAL CONTRACT AMOUNT) Dollars ($_________________), lawful money of the United States, for replacement and repair of any and all defective materials or defective workmanship within said improvements, and the payment of all materials furnished or labor thereon of any kind, or for amounts due under the Unem ployment Insurance Act with respect to such work or labor in connection with any such warranty, that said Surety will pay the same in an amount not exceeding the amount hereinabove set forth, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
1Q - Page 46

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 3
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)
It is
hereby expressly stipulated and agreed that this Warranty Bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Warranty Bond.

The c
ondition of this obligation is such that if the above bonded Principal, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said Contract respecting the repair and replacement of defective workmanship and materials thereof made as therein provided, on its part to be kept and performed at the time and in the manner therein specified, and in all respects save harmless the City of Palm Springs, its officers, agents and employees, as therein stipulated, then this obligation becomes null and void; otherwise it shall be and remain in full force and effect.

The S
urety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or additions to the terms of the said Contract or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this Warrant Bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract or to the work or to the Specifications.

No
final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

Con
tractor and Surety, an admitted surety insurer, further agree that if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.
[SI
GNATURES ON NEXT PAGE]
1Q - Page 47

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 4
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)
SI
GNED AND SEALED, this ____ day of __________________, 20__.

CONTRACTOR:

Chec
k one: ____ individual, ___ partnership, ___ corporation (Thi
s Payment Bond must be signed by representatives and/or officers having appropriate authority to bind the Contractor and Surety to the terms of the Payment Bond.) EXECUTED FOR THE CONTRACTOR:

By:
signature
(NOTARIZED)
Pr
int Name and Title:

EXECUTED FOR THE SURETY:

By
signature
(NOTARIZED)
Pr
int Name and Title:
1Q - Page 48

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 6
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)

ALL-PURPOSE ACKNOWLEDGMENT
State of
County
of
On ________
______________ before me, ,
Date Name, Title of Officer
personally appeared ,

NAM E(S) OF SIGNER(S)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct.

Witness my hand and official seal.
__________________________________
Signature of Notary
ATTENTION NOTARY: Although the information requested below is OPTIONAL , it could prevent fraudulent attachment of this certificate to unauthorized document.

THIS CERTIFICATE Title or Type of Document

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages DATE of DOCUMENT
DESCRIBED AT RIGHT:

Signer(s) Other Than Named Above_____________________________________________________ A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy or validity of that
document.
1Q - Page 49

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 5
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)
The rate of
premium on this bond is $________ per thousand.

The total am
ount of premium charged: $__________
(The abov
e must be filled in by corporate surety).

IMP
ORTANT: Surety companies executing bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the work or project is financed, in whole or in part, with Federal, grant, or loan funds, it must also appear on the Treasury Department’s most current list (Circular 570 as amended). THIS IS A REQUIRED FORM.

Any
claims under this bond may be addressed to:
(N
ame and Address of Surety)
(N
ame and Address of Agent or
Representative for service of
process in California if
different from above)
(Tel
ephone Number of Surety and
Agent or Representative for
service of process in California)
1Q - Page 50

ATTACHMENT D
Available online with the below link:
https://publicportal.palmspringsca.gov/WebLink/
DocView.aspx?id=1439238&dbid=0&repo=Cit
yHall-Primary
1Q - Page 51

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: AWARD OF A CONSTRUCTION CONTRACT TO CALIFORNIA PROFESSIONAL ENGINEERING, INC. IN THE AMOUNT OF $765,943.62

FOR THE INDIAN CANYON DRIVE & VIA ESCUELA TRAFFIC SIGNAL INSTALLATION, CITY PROJECT 24-05

FROM: Scott C. Stiles, City Manager

BY: Engineering Services Department

SUMMARY:

Approval of this item will award a contract to California Professional Engineering, Inc. for the construction of the Indian Canyon Drive & Via Escuela Traffic Signal Installation, City Project 24-05 (“the Project”).

RECOMMENDATION:

1) Award a construction contract to California Professional Engineering, Inc. , in the amount of $765,943.62 for the Indian Canyon Dr ive & Via Escuela Traffic Signal Installation, City Project 24-05;

2) Delegate authority to the City Manager or designee to approve and execute construction contract change orders up to a total amount of $76,600 with all change orders reported to the City Council; and

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure from California Professional Engineering, Inc. is included as Attachment A.

BACKGROUND:

On October 8, 2019, Caltrans announced a call for funding to assist local agencies in developing a local road safety plan specific to their city. If awarded, the selected agencies would be eligible to receive up to $72,000 of state funds. The Local Roads S afety Plan 1R - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Award Indian Canyon Dr. & Via Escuela Traffic Signal Installation, City Project 24-05 (LRSP) provides the framework for organizing stakeholders to identify, analyze, and prioritize roadway safety improvements on local roads. The process results in a prioritized list of issues, risks, actions, and improvements that can be used to reduce fata lities and serious injuries on their local road network.

On October 28, 2019, the City of Palm Springs submitted its application to Caltrans for the full $72,000, with a local contribution of $8,000, for an overall project cost of $80,000 to develop an LRSP. Subsequently, the City was selected as a rec ipient of state funds and a consultant was selected to produce the LRSP report.

In July 2020, a Community Action Request Form was submitted by residents, requesting a traffic signal at Indian Canyon and Via Escuela. All community feedback was considered during the development of the LRSP.

On June 30, 2022, the final report was received and filed and, out of the many locations identified for further study and mitigation, Indian Canyon Drive and Via Escuela, as shown in Figure 1 below, was identified as a priority for potential improvements. The mitigation measure recommended by the LRSP report was to further evaluate traffic signal warrants for installation.

Figure 1 – Site Vicinity Map
1R - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Award Indian Canyon Dr. & Via Escuela Traffic Signal Installation, City Project 24-05

In September 2022, the City used the LRSP report to apply for Highway Safety Improvement Program (HSIP) Grant Cycle No. 11 for use of federal funds at locations identified in the LRSP. Based on the HSIP Cycle No. 11 rules, agencies were allowed to submit multiple applications, as long as they were lumped into similar mitigation categories. Out of the three (3) applications the City submitted, only one (1) application was selected for award, which did not include Indian Canyon at Via Escuela.

Another option to fund a traffic signal warrant analys is and design was to utilize funding from Senate Bill 1 (SB1); however, at the time, the City had earmarked funding for installing traffic signals at the intersections of Indian Canyon at Rosa Parks Road (City Project 20-19) and San Rafael Drive at Avenida Caballeros (City Project 20-33), both of which were completed in December 2023.

On June 13, 2024, the City adopted Resolution No. 25216 to fund a selected project via SB1 funding, also known as “The Road Repair and Accountability Act of 2017. ” The intersection of Indian Canyon and Via Escuela was identified for the use of these funds for the signal warrant analysis, design, and installation. Kimley-Horn was awarded a task order on July 25, 2024 to conduct a traffic signal analysis and design.

Throughout June 2025, extensive community outreach was conducted, including the distribution of 300 informational mailers to nearby businesses and residents, email notifications to neighborhood associations, posts on social media and the Engage Palm Springs platform, and the establishment of a Project email address for questions or comments with regard to the proposed Project. In addition, a community meeting was held online, which wrapped up the community outreach effort. Note, the community was unanimously in favor of the installation of a signalized intersection.

On July 21, 2025, the City Council approved the plans, specifications, and engineer’s estimate for the Project and authorized Staff to advertise and solicit bids.

STAFF ANALYSIS:

The Project was advertised for bidding in The Desert Sun, industry plan rooms, and the PlanetBids™ electronic bid system on July 22, 2025 . On August 20, 2025, six (6) bids were received as shown in Table 1 below:

Company Location Bid Amount
Universal Wiring Corp. La Habra, CA $631,600.00
California Professional Engineering, Inc. La Puente, CA $765,943.62 Alfaro Communications Construction, Inc. Compton, CA $772,666.42 Elecnor Belco Electric, Inc. Chino, CA $773,888.00
Select Electric, Inc. Anaheim, CA $799,925.00
DBX, Inc. Temecula, CA $917,850.00
Note: There were a total of two (2) Bid Schedules (A & B). The totals above are based on Bid Schedules A + B.
1R - Page 3
City Council Staff Report
September 25, 2025 -- Page 4
Award Indian Canyon Dr. & Via Escuela Traffic Signal Installation, City Project 24-05

Bid Protest
Section 7.03.10 “Protest Policy” of the Palm Springs Municipal Code (PSMC) provides bidders an opportunity to protest the City’s consideration of award to the apparent low bidder by filing a written protest within seven (7) calendar days after bid result posting.

The purpose of the bid protest procedures is to protect the public interest.

On August 21, 2025, California Professional Engineering, Inc. (CPE) filed a written bid protest in accordance with Section 7.03.10 of the PSMC. In return, Universal Wiring Corp provided a response letter to this protest, refuting the claims.

The City Engineer, in consultation with the City Attorney, reviewed the bid protest letter, completed the independent legal analysis, and determined that the protest was with merit.

The City Attorney and City Engineer recommend awarding the contract to CPE, as they were determined to be the lowest responsive and responsible bidder. A copy of the bid protests, along with the City’s determination and responses, are included in Attachment B.

Bid Analysis
Staff reviewed all bid documents submitted by the apparent low bidder and determined that CPE (“the Contractor”) complies with the instructions to bidders and has submitted the lowest responsive and responsible bid in the amount of $765,943.62, which is comprised of the Primary Bid Schedule A and additive Bid Schedule B. Staff recommends that City Council approve the bid submitted by the Contractor. A copy of the proposed draft agreement is included as Attachment C.

Local Business Preference Compliance
Section 7.03.08 of the PSMC, “Local Business Preference Program”, requires prime contractors to use good faith efforts to sub-contract the supply of materials and equipment to local business enterprises and to sub-contract services to businesses whose workforce resides within the Coachella Valley. CPE is not considered a local business but has demonstrated sufficient evidence of good faith efforts to subcontract the supply of materials to local businesses.

Time of Completion
The work shall be diligently prosecuted to completion before the expiration of 90 working days from the issuance of a notice to proceed. Working days are defined as Monday through Friday, excluding weekends and City recognized holidays.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15301(c) “Existing Facilities”, Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. Therefore, Staff has determined that 1R - Page 4
City Council Staff Report
September 25, 2025 -- Page 5
Award Indian Canyon Dr. & Via Escuela Traffic Signal Installation, City Project 24-05

the Indian Canyon Drive & Via Escuela Traffic Signal Installation, City Project 24 -05, is considered categorically exempt from CEQA and a Notice of Exemption has been filed with the Riverside County Clerk.

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

A total of $1,010,693.48 is available for the Project through Senate Bill 1 (SB1), funded through the Road Maintenance and Rehabilitation Account (RMRA). Budgeting for this Project was approved by City Council on June 13, 2024. There is sufficient funding available to award a construction contract and contingency in the total amount of $842,543.62.

The estimated construction and administrative costs to complete the Project are shown in Table 3 below.

Table 3
Table of Project Costs Amount
RMRA SB1 Funds $1,144,916
Project Design ($120,000)
Project Administration (Estimated 5%) ($57,245)
Construction Administration / Inspection (Estimated 10%) ($115,000) Construction Contract ($765,943.62)
10% Contingency ($76,600)
Total Remaining: $10,127.38

REVIEWED BY:

City Engineer: Joel Montalvo
Director of Finance & Treasurer: Kristopher J. Mooney
Deputy City Manager: Flinn Fagg
City Attorney: Jeffrey Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Public Integrity Disclosure
B. Bid Protest Letters
C. Construction Agreement
D. Contractors Bid:
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?id=1439243&dbid=0 &repo=CityHall-Primary
1R - Page 5

Attachment A
1R - Page 6
1R - Page 7
1R - Page 8

Attachment B

1R - Page 9
California Professional Engineering, Inc.
-Quality Beyond Expectations-
August 21, 2024
ATTENTION:

City of Palm Springs
Procurement Department
3200 Tahquitz Canyon Way
Palm Springs, CA 92262
Subject: Formal Protest of Unbalanced Bid Submission – Indian Canyon and Via Escuela Traffic Signal Installation BID 24-05 Dear Procurement Officer,
CPE is writing to formally protest the acceptance and co nsideration of the bid submitted for Indian Canyon and Via Escuela Traffic Signal Installation BID 24-05, by Universal Wiring Corp which we believe to be materially unbalanced and ill-proportioned in its pricing structure. As a business owner/contractor concerned, we respectfully request that the City of Palm Springs conduct a thorough review of the bid in question to ensure compliance with fair bidding practices and fiscal responsibility.

Upon reviewing the bid documents, it is evident that certain li ne items are disproportionately priced either significantly unde rbid or inflated without reasonable justification. This raises concerns about the bidder’s intent and the potential for cost manipulation during the execution phase. Such pricing irregularities may result in:
 Increased risk of change orders and cost overruns
 Unfair competitive advantage over compliant bidders
 Misallocation of public funds and erosion of trust in the procurement process To illustrate the imbalance in the bids, I have included the following chart, which compares the bid amounts submitted by each contractor:

Bid Item No. 19: Traffic Signal Installation at the intersection of Indian Canyon Drive and Via Escuela place firm amount left %
1 Universal Wirin g Corp $ 25,000.00 $ - 0% 2 California Professional Engineering Inc. $ 486,802.00 $ 461,802.00 1847% 3 Alfaro Communications Construction Inc. $ 543,533.92 $ 518,533.92 2074% 4 Elecnor Belco Electric, Inc. $ 507,500.00 $ 482,500.00 1930% 5 Select Electric, inc. $ 593,594.00 $ 568,594.00 2274% 6 DBX, Inc $ 503,700.00 $ 478,700.00 1915% As shown in the chart, Universal Wiring Corp’s bid of $25,000 is significantly lower than the other proposals. While this might appear to be an advantage from a cost-saving perspective, the low bid raises questions about the adequacy of the proposal in covering all required aspects of the project.

We urge the city to evaluate whether the bid meets the criteria for a materially unbalanced bid as defined by procurement standards and to consider rejecting or re-evaluating the submission accordingly. Transparency and fairness in public contracting are essential to maintaining the integrity of the City’s procurement process and ensuring that taxpayer dollars are spent responsibly.

Please confirm receipt of this protest and advise on the next steps in the review process. We are available to provide further documentation or clarification as needed.

Thank you for your attention to this matter.
19062 San Jose Ave. La Puente, CA 91748 | Ph: (626) 810-1338 Fax: (626) 810-1322 | Email: [email protected] 1R - Page 10
August 21, 2025

Page 2 ends

Sincerely,

California Professional Engineering, Inc.

Van Nguyen
Sr Estimator
P 626-810-1338
[email protected]

1R - Page 11

City of Palm Springs
Engineering Services Department
3200 East Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323-8253 • Fax: (760) 322-8360 • Web: www.palmspringsca.gov

September 2, 2025

VIA CERTIFIED MAIL AND E-MAIL

Mr. Paul Prado
Universal Wiring, Corp.
232 E 2
nd Ave
La Habra, CA 90631
[email protected]

SUBJECT: City of Palm Springs
Indian Canyon Drive & Via Escuela Traffi c Signal Installation Project No. 24-05 Notice of Intent to Reject Non-Responsive Bid

Dear Mr. Prado:

The City of Palm Springs (“City”) has reviewed the bid submitted by Universal Wiring, Corp. in response to the Notice Inviting Bids for the above-mentioned project (“Project”). 1 The City’s review of Universal Wiring’s
bid revealed that the bid, including the Bid Bond, does not contain any signatu res by a Universal Wring principal, which renders the bid nonresponsive. Based on the foregoing, City staf f will recommend the City Council reject the bid submit ted by Universal Wiring as nonresponsive and award the contract to California Professional Engineering, Inc., the lowest responsible bidder submitting a responsive bid.

As a threshold matter, the City has broad discreti on to determine responsiveness and accept a responsive bid even if there are minor irregula rities or mistakes, as long as such mistakes are immaterial. (See Menefee v.

County of Fresno (1985) 163 Cal.App.3d 1175; Ghilloti Construction Co. v. City of Richmond (1996) 45 Cal.App.4th 897.) The City likewise has the discretion to demand strict compliance with its solicitation requirements. (See MCM Const., Inc. v. City & County of San Francisco (1998) 66 Cal.App.4th 359, 374.) However, the City has no authority to waive errors that make the bid materially different than intended. (See Valley Crest Landscape, Inc. v. City of Davis (1996) 41 Cal.App.4th 1432.) A bid is materially defective when the discrepancy in the bid gives a bidder an unfair advantage over others (e.g., give a bidder an opportunity to avoid its obligation to perform by withdrawing its bid without fo rfeiting its bid security). (See Bay Cities Paving & Grading, Inc. v. San Leandro (2014) 223 Cal.App.4th 1181.)

1 The City also received a bid protest dated August 21, 2025, submitted by California Professional Engineering, Inc. with regards to the Project (“CPE’s Protest”). The Protest asserts Universal Wiring’s bid is nonresponsive because the bid is materially unbalanced, as certain line items are significantly underbid or inflated without reasonable justification, which raises concerns about the bidder’s intent and the potential for cost manipulation during contract execution. However, the City does not need to opine on this issue since Universal Wiring’s bid does not contain any signatures by a Universal Wiring principal and thus is nonresponsive. 1R - Page 12

In this case, the Instructions to Bidders requires authorized signatures on the Required Bid Documents, as well as on the Bid Bond. Universal Wiring’s bid does not contain any signatures by a Universal Wiring principal, as all signature blocks throughout the Required Bid Documents are bla nk. Without any signatures to bind Universal Wiring, the City cannot hold Universal Wiring to any of the requirements and representations of the bid documents. Further, the Bid Bond is not signed by Un iversal Wiring. It follows that this gives Universal Wiring an unfair advantage and makes the bid materially nonr esponsive. Universal Wiring could attempt to back out of its bid without consequence. While the City does not believe it would have any discretion to waive the defect resulting from Universal Wiring’s unsigned Bid Bond and Required Bid Documents, the City also would have no interest in doing so here where, among other things, the unsigned Bid Bond would be potentially unenforceable.2 (See MCM Const., Inc. v. City & County of San Francisco (1998) 66 Cal.App.4th 359, 374.)

It is the City’s intention to recommend to the City Council at th eir meeting on September 25, 2025, to reject Universal Wiring’s bid and award the contract to the lowest responsible bidder su bmitting a responsive bid, California Professional Engineering, Inc. Universal Wiring may appeal this decision in the manner set forth in the bid documents.

If you have further qu estions, please contact our City Engineer, Joel Mont alvo at (760) 323-8253, extension 8339, or by email at [email protected]

Sincerely,

Joel Montalvo
City Engineer
City of Palm Springs

Enclosures: Screenshot of Bid Do cuments Received in PlanetBids

2 In addition, the City is concerned with the veracity of Universal Wiring’s bid based on CPE’s Protest. 1R - Page 13
1R - Page 14
1R - Page 15
Attachment C
1R - Page 16

Revised 8.9.23 Page 1 of 6

CONSTRUCTION AGREEMENT [***INSERT CONTRACT NUMBER***]
CALIFORNIA PROFESIONAL ENGINEERING, INC.

THIS AGREEMENT made this 25th day of September, 2025 (“Effective Date”) by and between the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the City, and California Professional Engineering Inc. , a California Corporation , hereinafter designated as the Contractor.

The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

1. THE WORK

For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to furnish all materials and perform all work required to complete the Work as specified in the Contract Documents, and as generally indicated under the Bid Schedule(s) for the Project entitled:

INDIAN CANYON DRIVE & VIA ESCUELA TRAFFIC SIGNAL INSTALLATION, CITY PROJECT NO. 24-05

The Work comprises of improvements at the intersection of Indian Canyon Drive and Via Escuela in the City of Palm Springs. The scope includes construction of ADA-compliant curb ramps, curb and gutter, pavement, signing and striping, installation of a new traffic signal, and integrating the signal to Coachella Valley Association of Government’s (CVAG) existing fiber communication system. The Work also includes removal and reconstruction of existing roadway features as necessary. Optional Bid work is also being awarded for traffic signal improvements at the intersection of East Palm Canyon & Sunrise Way. The Work shall be diligently prosecuted to completion within 90 working days. Working days may be paused for verified long lead time items, subject to the Engineer’s approval.

2. COMMENCEMENT AND COMPLETION

The Work to be performed under this Contract shall commence on the date specified in the Notice to Proceed by the City, and the Work shall be fully completed within 90 working days.

The City and the Contractor recognize that time is of the essence of this Agreement, and that the City will suffer financial loss if the Work is not completed within the time specified in Article 2, herein, plus any extensions thereof allowed in accordance with applicable provisions of the Standard Specifications, as modified herein. The parties also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by the City if the Work is not completed on time. Accordingly, instead of requiring any such proof, the City and the Contractor agree that as liquidated damages or delay (but not as a penalty), the Contractor shall pay the City the sum specified in Section 6-9 of the Special Provisions for each calendar day that expires after the time specified in Article 2, herein. In executing the Agreement, the Contractor acknowledges it has reviewed the provisions of the Standard Specifications, as modified herein, related to liquidated damages, and has made itself aware of the actual loss incurred by the City due to the inability to 1R - Page 17
Revised 8.9.23 Page 2 of 6
complete the Work within the time specified in the Notice to Proceed. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor.

The amount of the initial contract award in accordance with the Contractor’s Bid Proposal is seven hundred sixty-five thousand, nine hundred forty-three dollars and sixty-two cents ($765,943.62).

4. CONTRACT DOCUMENTS
The Contract Documents consist of the Notice Inviting Bids, Instructions to Bidders, the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations, the accepted Bid and Bid Schedule(s), List of Subcontractors, Local Business Preference Program – Good Faith Efforts, Non- Discrimination Certification, Non-Collusion Declaration, Bidder's General Information, Bid Security or Bid Bond, this Agreement, Worker's Compensation Certificate, Performance Bond, Payment Bond, Standard Specifications, Special Provisions, the Drawings, Addenda numbers 1 to 2 inclusive, and all Construction Contract Change Orders and Work Change Directives which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto.

City hereby agrees to employ, and does hereby employ, Contractor to provide the materials, complete the Work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the Contract Price herein identified, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Contract Documents.

7. NOTICES
All notices shall be in writing and either serv ed by personal delivery or mailed to the other party. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to the City shall be addressed to the City as designated in the Notice Inviting Bids unless the City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier.

Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

8. INDEMNIFICATION
Contractor shall provide indemnification and defense as set forth in Section 7-15 “Indemnification,” of the Special Provisions.

Contractor specifically acknowledges and agrees to be bound by the Wage Rates and Labor Code requirements specified in the Contract Documents, including the requirement to furnish electronic certified payroll records directly to the Labor Commissioner (via the Division of Labor Standards Enforcement), and shall pay the general prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations of the State of California.

11. NON-DISCRIMINATION
In connection with its performance under this Ag reement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifie s that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employ ment, upgrading, demotion or transfer; recruitment 1R - Page 19
Revised 8.9.23 Page 4 of 6
or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 12 MISCELLANEOUS
Terms used in this Agreement which are defined in the Standard Specifications and the Special Provisions will have the meanings indicated in said Standard Specifications and the Special Provisions.

Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this co mpliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “A” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.
[SIGNATURES ON NEXT PAGE]
1R - Page 20
Revised 8.9.23 Page 5 of 6

SIGNATURE PAGE T

O AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CALIFORNIA PROFESSIONAL ENGINEERING, INC.

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

CONTRACTOR:
[***TWO SIGNATURES ARE ONLY REQUIRED FOR CORPORATIONS; IF SUPPLIER IS NOT A CORPORATION, DELETE SECOND SIGNATURE AND DATE LINE***]
By Date
Signature
By Date
Signature
(2nd signature required for Corporations)
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
1R - Page 21
Revised 8.9.23 Page 6 of 6
EXHIBIT “A”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Signature:

Printed Name:

Title:

Firm Name:

Date:
1R - Page 22

WORKER'S COMPENSATION CERTIFICATE
AGREEMENT AND BONDS - PAGE 1

WORKER'S COMPENSATION CERTIFICATE

(AS REQUIRED BY SECTION 1861

OF THE CALIFORNIA LABOR CODE)

I am aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for worker's compensation, or to undertake self-insurance in accordance with the provisions of said Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.

Contractor __________________________________

By _________________________________________

Title ________________________________________

1R - Page 23

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 1
PERFORMANCE BOND – PUBLIC WORKS

KNOW ALL MEN BY THESE PRESENTS,

WHEREAS, the City of Palm Springs, a charter city, organized and existing in the County of Riverside, California, as Obligee, (hereinafter referred to as the “City”), has awarded to the undersigned Contractor, (hereinafter referred to as the “Contractor”), an agreement for the work described as follows:

INDIAN CANYON DRIVE & VIA ESCUELA TRAFFIC SIGNAL INSTALLATION CITY PROJECT NO. 24-05

(hereinafter referred to as the “Public Work”); and

WHEREAS, the work to be performed by the Contractor is more particularly set forth in that certain Agreement (Construction Contract) for the said Public Work awarded to the Contractor and approved by the City for the Project hereinabove named, (hereinafter referred to as the "Contract"), which Contract is incorporated herein by this reference; and

WHEREAS, the Contractor is required by said Contract to perform the terms thereof, and to provide a bond both for the performance and guaranty thereof.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if the bounden Contractor, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the said Contract and any alteration thereof made as therein provided, on his or its parts, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill the one year guarantee of all materials and workmanship; and indemnify and save harmless the City, its officers and agents, as stipulated in said Contract, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration of addition to the terms of the Contract, or to the Public Work or to the Specifications.

No final settlement between the City and the Contractor shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

1R - Page 24

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 2
PERFORMANCE BOND – PUBLIC WORKS
(CONTINUED)

Contractor and Surety agree that if the City is required to engage the services of an attorney in connection with enforcement of the bond, each shall pay City's reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

SIGNED AND SEALED, this ____ day of ___________________, 20____.

CONTRACTOR:

Check one: ____ individual, ___ partnership, ___ corporation

(This Performance Bond must be signed by representatives and/or officers having appropriate authority to bind the Contractor and Surety to the terms of the Performance Bond.)

CONTRACTOR:

By:

signature
(NOTARIZED)

Print Name and Title:

By:

signature
(NOTARIZED)

Print Name and Title:

SURETY:

signature
(NOTARIZED)

Print Name and Title:

By submitting this Performance Bond, the Contractor and Surety acknowledge the provisions of the Contract Documents with regard to Section 6-4 “Default by the Contractor”, as further amended by the Special Provisions.

1R - Page 25

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 3
PERFORMANCE BOND – PUBLIC WORKS
(CONTINUED)

The rate of premium on this bond is $________ per thousand.

The total amount of premium charged: $__________

(The above must be filled in by corporate surety).

Any claims under this bond may be addressed to:

(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California if
different from above)

(Telephone Number of Surety and
Agent or Representative for
service of process in California)

1R - Page 26

PERFORMANCE BOND
AGREEMENT AND BONDS - PAGE 4
PERFORMANCE BOND – PUBLIC WORKS
(CONTINUED)

ALL-PURPOSE ACKNOWLEDGMENT

State of

County of

On ______________________ before me, , Date Name, Title of Officer personally appeared ,

NAME(S) OF SIGNER(S)

I certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct.

Witness my hand and official seal.

__________________________________
Signature of Notary

ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document.

THIS CERTIFICATE Title or Type of Document

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages DATE of DOCUMENT DESCRIBED AT RIGHT:

Signer(s) Other Than Named Above_____________________________________________________

1R - Page 27

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 1
PAYMENT BOND – PUBLIC WORKS

KNOW ALL MEN BY THESE PRESENTS,

INDIAN CANYON DRIVE & VIA ESCUELA TRAFFIC SIGNAL INSTALLATION CITY PROJECT NO. 24-05

(hereinafter referred to as the “Public Work”); and

WHEREAS, the work to be performed by the Contractor is more particularly set forth in that certain Agreement (Construction Contract) for the said Public Work awarded to the Contractor and approved by the City for the Project hereinabove named, (hereinafter referred to as the “Contract”), which Contract is incorporated herein by this reference; and

WHEREAS, said Contractor is required to furnish a bond in connection with said Contract and pursuant to Section 9550 of the California Civil Code.

1R - Page 28

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 2
PAYMENT BOND – PUBLIC WORKS
(CONTINUED)

No final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

SIGNED AND SEALED, this ____ day of __________________, 20____.

CONTRACTOR:

Check one: ____ individual, ___ partnership, ___ corporation

(This Payment Bond must be signed by representatives and/or officers having appropriate authority to bind the Contractor and Surety to the terms of the Payment Bond.)

EXECUTED FOR THE CONTRACTOR:

By:

signature
(NOTARIZED)

Print Name and Title:

By:

signature
(NOTARIZED)

Print Name and Title:

EXECUTED FOR THE SURETY:

signature
(NOTARIZED)

Print Name and Title:

1R - Page 29

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 3
PAYMENT BOND – PUBLIC WORKS
(CONTINUED)

The rate of premium on this bond is $________ per thousand.

The total amount of premium charged: $__________

(The above must be filled in by corporate surety).

Any claims under this bond may be addressed to:

(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California if
different from above)

(Telephone Number of Surety and
Agent or Representative for
service of process in California)

1R - Page 30

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 4
PAYMENT BOND – PUBLIC WORKS
(CONTINUED)

ALL-PURPOSE ACKNOWLEDGMENT

State of

County of

On ______________________ before me, , Date Name, Title of Officer personally appeared ,

NAME(S) OF SIGNER(S)

I certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct.

Witness my hand and official seal.

__________________________________
Signature of Notary

ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document.

THIS CERTIFICATE Title or Type of Document

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages DATE of DOCUMENT DESCRIBED AT RIGHT:

Signer(s) Other Than Named Above_____________________________________________________

1R - Page 31

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 1

THE FOLLOWING WARRANTY BOND

SHALL BE FURNISHED PRIOR TO FINAL

ACCEPTANCE OF THE WORK IN
ACCORDANCE WITH SECTION 1-7.2 OF

THE STANDARD SPECIFICATIONS AS

AMENDED BY THE SPECIAL PROVISIONS

1R - Page 32

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 2
WARRANTY BOND – PUBLIC WORKS

KNOW ALL MEN BY THESE PRESENTS,

INDIAN CANYON DRIVE & VIA ESCUELA TRAFFIC SIGNAL INSTALLATION CITY PROJECT NO. 24-05

(hereinafter referred to as the “Public Work”); and

WHEREAS, the work to be performed by the Contractor is more particularly set forth in that certain Agreement (Construction Contract) for the said Public Work awarded to the Contractor and approved by the City for the Project hereinabove named, (hereinafter referred to as the “Contract”), which Contract is incorporated herein by this reference; and

WHEREAS, said Contractor is required under the terms of the Contract to guarantee the costs of repair and/or replacement of defective materials or defective workmanship in the Public Work, which guarantee shall remain in effect for a period of one (1) year from date of acceptance of work by the City, and to furnish a bond for the faithful performance of said Contract and the payment of all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of any such warranty work; and

WHEREAS, said Contractor has completed the Public Work and the City has accepted, or substantially concurrently herewith is accepting the Public Work, subject to the requirement of delivery of this obligation.

NOW, THEREFORE, we, the undersigned Contractor, as Principal, and:
, a corporation
organized and existing under the laws of the State of ____________, and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City, and to any and all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of the aforesaid Contract, for one (1) year from and after the date of completion and acceptance of said work, in the penal sum of (TWENTY FIVE PERCENT [25%] OF FINAL CONTRACT AMOUNT) Dollars ($_________________), lawful money of the United States, for replacement and repair of any and all defective materials or defective workmanship within said improvements, and the payment of all materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor in connection with any such warranty, that said Surety will pay the same in an amount not exceeding the amount hereinabove set forth, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

1R - Page 33

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 3
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)

It is hereby expressly stipulated and agreed that this Warranty Bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Warranty Bond.

The condition of this obligation is such that if the above bonded Principal, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said Contract respecting the repair and replacement of defective workmanship and materials thereof made as therein provided, on its part to be kept and performed at the time and in the manner therein specified, and in all respects save harmless the City of Palm Springs, its officers, agents and employees, as therein stipulated, then this obligation becomes null and void; otherwise it shall be and remain in full force and effect.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or additions to the terms of the said Contract or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this Warrant Bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract or to the work or to the Specifications.

No final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

[SIGNATURES ON NEXT PAGE]
1R - Page 34

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 4
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)

SIGNED AND SEALED, this ____ day of __________________, 20__.

CONTRACTOR:

Check one: ____ individual, ___ partnership, ___ corporation

(This Payment Bond must be signed by representatives and/or officers having appropriate authority to bind the Contractor and Surety to the terms of the Payment Bond.)

EXECUTED FOR THE CONTRACTOR:

By:

signature
(NOTARIZED)

Print Name and Title:

By:

signature
(NOTARIZED)

Print Name and Title:

EXECUTED FOR THE SURETY:

signature
(NOTARIZED)

Print Name and Title:

1R - Page 35

PAYMENT BOND
AGREEMENT AND BONDS - PAGE 5
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)

The rate of premium on this bond is $________ per thousand.

The total amount of premium charged: $__________

(The above must be filled in by corporate surety).

Any claims under this bond may be addressed to:

(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California if
different from above)

(Telephone Number of Surety and
Agent or Representative for
service of process in California)

1R - Page 36

WARRANTY BOND
AGREEMENT AND BONDS - PAGE 6
WARRANTY BOND – PUBLIC WORKS
(CONTINUED)

ALL-PURPOSE ACKNOWLEDGMENT

State of

County of

On ______________________ before me, , Date Name, Title of Officer personally appeared ,

NAME(S) OF SIGNER(S)

I certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct.

Witness my hand and official seal.

__________________________________
Signature of Notary

ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document.

THIS CERTIFICATE Title or Type of Document

MUST BE ATTACHED
TO THE DOCUMENT Number of Pages DATE of DOCUMENT

DESCRIBED AT RIGHT:

Signer(s) Other Than Named Above_____________________________________________________

1R - Page 37

ATTACHMENT D
Available online with the link below:
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?i d=1439243&dbid=0&repo=CityHall-Primary
(Contractors Bid)
1R - Page 38

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: AWARD OF A CONSTRUCTION CONTRACT TO AMERICAN ASPHALT SOUTH, INC. IN THE AMOUNT OF $1,855,006.45; APPROVAL OF A TASK ORDER UNDER ON -CALL AGREEMENT NO. 25Q158 WITH
DUDEK IN THE AMOUNT OF $175,000 FOR CONSTRUCTION
MANAGEMENT AND INSPECTION SERVICES; AND APPROVAL OF A
TASK ORDER UNDER ON-CALL AGREEMENT NO. 23PO41 WITH TSG
ENTERPRISES, INC., DBA THE SOLIS GROUP, IN THE AMOUNT OF $8,500 TO PROVIDE COMMUNITY WORKFORCE AGREEMENT
ADMINISTRATION FOR THE 2025 SLURRY SEAL, CITY PROJECT NO. 25-02
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

Approval of this item will award a contract to American Asphalt South, Inc., and approve task orders for construction management and the c ommunity workforce agreement administration for the construction of the 2025 Slurry Seal , City Project 25 -02 ( “the Project”).

RECOMMENDATION:
1) Award a construction contract to American Asphalt South Inc ., in the amount of $1,855,006.45 for the Project;
2) Delegate authority to the City Manager or designee to approve and execute construction contract change orders up to a total amount of $1 86,000 with all change orders reported and filed to the City Council.
3) Authorize the City Manager or designee to approve a task order for project management and inspection services from an on -call engineering service firm, Dudek, Inc., in an amount not to exceed $175,000;
4) Authorize the City Manager or designee to approve a task order for Community Workforce Agreement (CWA) administration services from an on -call CWA firm, TSG Enterprises, Inc., dba The Solis Group, in an amount not to exceed $ 8,500; and
5) Authorize the City Manager or designee to execute all necessary documents. 1S - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Award City-Wide Slurry Seal, CP 25-02

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure forms are included as Attachment A.

BACKGROUND:

On July 21, 2025, City Council approved the plans, specifications, and estimates (PS&E) for the proposed slurry seal project. This Project will incorporate mostly residential streets but will also address some arterials and collectors. The Project will include approximately

4.92 million square feet of slurry seal. A copy of the Street List and Maps are included in Attachment B. Some streets that were within the slurry seal treatment range had to be deferred due to active or pending utility and/or other construction conflicts that overlapped into the public right of way. These segments will be addressed in future slurry projects.

STAFF ANALYSIS:

This Project was advertised for bidding in The Desert Sun , industry plan rooms and PlanetBids, an online electronic bid system on July 22, 2025. On August 20, 2025, three (3) bids were received as shown in Table 1 below.

Table 1
Company Location Bid Amount
American Asphalt South, Inc. Riverside, CA $1,855,006.45 Pavement Coatings Co. Jurupa Valley, CA $1,860,711.82
Union Pavement Services, Inc. Jurupa Valley, CA $1,972,464.00 Note: There were a total of four (4) Bid Schedules (A, B, C & D). The totals above are based on Bid Schedules A, B, C, & D.

Bid Analysis
Staff reviewed all bid documents submitted by the apparent low bidder and determined that American Asphalt South, Inc. (“the Contractor”) complies with the instructions to bidders and has submitted the lowest responsive and responsible bid in the amount of $1,855,006.45, which is comprised of the primary Bid Schedule A, and all three additive Bid Schedules B, C, & D. Staff recommends that City Council approve the bid submitted by the Contractor. A copy of the proposed draft agreement is included as Attachment C.

Construction Management Services
The general scope of work for the Construction Management Services includes a full-time on-site individual who represents the City, generates construction documents, manages document control, coordination with stakeholders and utility companies, coordinates meetings, schedule inspections, perform special inspections, conducts project administration, verifies quantities for invoicing, verifies change order requests, conducts independent cost analysis, and assist with project close out. There will also be a Quality Control construction manager assigned to the project. The St aff sent a Request for Proposals (RFP) for Construction Management (CM) and Inspection services to its on - call consultant, Dudek.
1S - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Award City-Wide Slurry Seal, CP 25-02

Staff recommends the City Council approve a task order in the amount of $175,000 under an On-Call Agreement for CM services with Dudek.

Project Labor Agreement (PLA)
This Project is subject to the City’s Community Workforce (CWA) Agreement dated August 31, 2021, which is on file with the City Clerk. The Contractor and all Subcontractors of any tier are to include contractual provisions in all contracts into which they enter for the performance of the work requiring the Contractor and all Subcontractors to comply with the provisions of the PLA prior to the commencement of work. Under this agreement, the City is required to designate a CWA administrator. During an RFP for on- calls, the City awarded an on -call contract with TSG Enterprises, Inc., dba The Solis Group (TSG) for CWA administration. Staff recommends the City Council approve a task order in the amount of $8,500 under an On-Call Agreement for CWA Administration with TSG.

Local Business Preference Compliance
Section 7.0 3.08 of the Palm Springs Municipal Code (“PSMC”), “Local Business Preference Program”, requires prime contractors to use good faith efforts to sub-contract the supply of materials and equipment to local business enterprises and to sub -contract services to businesses whose workforce resides within the Coachella Valley. American Asphalt South, Inc is not considered a local business but has demonstrated sufficient evidence of good faith efforts to subcontract the supply of materials to local businesses.

Time of Completion
The work shall be diligently performed to completion before the expiration of 60 working days from the issuance of a notice to proceed. Working days are defined as Monday through Friday, excluding weekends and City recognized holidays.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15301 “Existing Facilities”, Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public stru ctures, facilities, mechanical equipment, or topographical features involving negligible or no expansion of existing or former use. Therefore, Staff has determined that the 2025 Slurry Seal, City Project No. 25-02, is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

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

1S - Page 3
City Council Staff Report
September 25, 2025 -- Page 4
Award City-Wide Slurry Seal, CP 25-02

FISCAL IMPACT:

The estimated construction and administrative costs to complete the Project are shown in Table 2 below. Sufficient funds have been budgeted to cover the cost of this Project.

Table 2
Table of Project Costs Amount
Measure-A Funds $1,926,284.31
Gas Tax Funds $1,207,483.07
Construction Administration/Inspection ($175,000)
Community Workforce Agreement Administration ($8,500)
Project Administration ($30,000)
Construction Contract ($1,855,006.45)
Contingency (10%) ($186,000)
Total Remaining $879,260.93

REVIEWED BY:

City Engineer: Joel Montalvo
Director of Finance & Treasurer: Kristopher J. Mooney
Deputy City Manager: Flinn Fagg
City Attorney: Jeffrey Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Public Integrity Disclosures
B. Street List and Map
C. Construction Agreement
D. Contractors Bid:
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?id=1439244&dbid=0 &repo=CityHall-Primary
1S - Page 4
Attachment A
1S - Page 5
1S - Page 6
2025 SLURRY SEAL, CITY PROJECT NO. 25-02

PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM

1. Name -of Entity
4 /;,!ericQr, 'y'~// wb~ ~~

2. Address of Entity (Principa-;/1 P-la%e _ f Business) ;tf}f'tJ &,,erJ 5/4e / /~J.:cle..,, c✓ f'/~tJ_g

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

4. State where Entity is Registered with Secretary of State Caltm;o.

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

5. Type of Entity
iX1' Corporation D Limited Liability Company □ Partnership □ Trust D Other (please specify)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 ends

PART 11- REQUIRED BID DOCUMENTS
PAGE18
1S - Page 7
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PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Membe rs, Managers, Tru stees, Other F iduciaries (please specify) Note: If any response is not a natural person, please iden tify all off icers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  L imited Partner
Other _____________________ ______
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other _________ _________________
________________________________  Offi
cer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other ___ _______________________
TSG Enterprises, Inc. dba The Solis Group
3452 E Foothill Blvd, Ste 200, Pasadena, CA 91107
See above
California
X
Elvira Elizabeth Diez Solis X
Andrew Solis-Castillo X
1S - Page 11

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

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC C OMPA
NY, 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/inves tor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/invest or] [p ercentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [p ercentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of benef icial interest i n entity and name of entity]

I D ECLARE UNDER PENALTY OF PERJURY UNDER T HE LAWS OF T HE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date Elvira Elizabeth Diez Solis
100%, TSG Enterprises, Inc. dba
The Solis Group
Elvira Elizabeth Diez Solis,
CEO
February 3, 2023
1S - Page 12

Attachment B

1S - Page 13
No. Section ID Street Name Beg Location End Location Bid Schedule
Sheet
No.
1 10180 ALBERTO CIRCLE N/S ROSA PARKS ROAD N END A 3
2 11500 AVENIDA OLIVOS N/S TAMARISK ROAD 320 FT. S. OF TACHEVAH DRIVE A 3 3 11550 AVENIDA PALMAS N/S TAMARISK ROAD S/S VIA EYTEL A 3 4 12260 BONAIR DRIVE E/S GRANADA AVENUE S/S COROZON AVENUE A 3 5 13080 CAMINO NORTE E/S STEVENS ROAD W/S VIA MONTE VISTA A 3 6 13100 CAMINO MONTE VISTA E/S PALM CANYON DRIVE W/S INDIAN CANYON DRIVE A 3 7 13580 CAPISTRANO COURT E/S LOS ROBLES DRIVE E END (CDS) A 3 8 13710 CARDILLO AVENUE N/S VIA OIVERA S/S RACQUET CLUB ROAD A 3 9 14340 CHINO CANYON ROAD E/S VISTA DRIVE W END A 3
10 14460 CIELO DRIVE W/S PANORAMA ROAD W END A 3
11 14830 DE ANZA ROAD S/S YORBA ROAD N/S PICO ROAD A 3
12 14840 DE ANZA ROAD N/S PICO ROAD S/S SEPULVEDA ROAD A 3 13 14850 DE ANZA ROAD S/S SEPULVEDA ROAD N/S DOMINGUEZ ROAD A 3 14 15140 DOMINGUEZ ROAD E/S LOS FELICES ROAD W/S DE ANZA ROAD A 3 15 15380 EL ALAMEDA E/S INDIAN CANYON DRIVE E END A 3
16 15570 EL DORADO BOULEVARD N/S ROSA PARKS ROAD S/S COROZON AVENUE A 3 17 15850 EL ESCUDERO W/S AVENIDA CABALLEROS W END (CDS) A 3 18 16060 FIESTA ROAD CHIA ROAD CDS A 3
19 16250 GATEWAY DRIVE 100 FT. E/O EASTGATE ROAD E/S PAMELA DRIVE A 3 20 16410 GIRASOL AVENUE E/S VIA MONTE VISTA N/S VIA OLIVERA A 3 21 16830 HERMOSA PLACE E/S MISSION ROAD W/S N PALM CANYON DRIVE A 3 22 17290 JUNIPERO AVENUE S/S SAN MARCO WAY N/S RACQUET CLUB ROAD A 3 23 17300 JUNIPERO AVENUE S/S RACQUET CLUB ROAD N/S VIA OLIVERA A 3 24 17350 KAWEAH ROAD N/S STEVENS ROAD S/S VIA SOL A 3
25 18120 MARISCAL ROAD W/S VIA NORTE W END A 3
26 19040 OPUNTIA ROAD N/S CHIA ROAD S/S CHUCKWALLA ROAD A 3 27 19200 PALERMO DRIVE S/S RACQUET CLUB ROAD N/S VIA OLIVERA A 3 28 19300 PAMELA DRIVE N/S GATEWAY DRIVE N END A 3
29 19890 PUERTA DEL SOL S/S SAN CARLOS ROAD S END A 3
30 21010 SEPULVEDA ROAD E/S DE ANZA ROAD W/S ZANJERO ROAD A 3 31 21340 SANTA CLARA WAY W/S INDIAN CANYON DRIVE E/S PUERTA DEL SOL A 3 32 21710 SPENCER DRIVE E/S VIA MIRALESTE E/S DUANE ROAD A 3 33 22280 SYCAMORE CIRCLE W/S STARR ROAD W END (CDS) A 3 34 22480 THE PALMS STREET W/S VIA MIRALESTE W END (CDS) A 3 35 22600 TOPAZ CIRCLE N/S LEISURE WAY N END (CDS) A 3
36 22760 TRAMVIEW ROAD 1486 FT. W/O INDIAN CANYON ROAD 2600 FT. W/O INDIAN CANYON ROAD A 3 37 23210 VIA ESCUELA E/S VISTA GRANDE AVENUE W/S PALM CANYON DRIVE A 3 38 23300 VIA EYTEL E/S AVENIDA PALMAS W/S AVENDA PALOS VERDES A 3 39 23400 VIA MIRALESTE S/S TACHEVAH DRIVE 318 FT. S. OF TACHEVAH A 3 40 23410 VIA MIRALESTE 318 FT. S. OF TACHEVAH DRIVE N/S TAMARISK ROAD A 3 41 23510 VIA OLIVERA W/S PALM CANYON DRIVE W/S VIA MONTE VISTA A 3 42 23520 VIA OLIVERA W/S VIA MONTE VISTA E/S VISTA DRIVE A 3 2025 Slurry List - City Project 25-02
1S - Page 14
No. Section ID Street Name Beg Location End Location Bid Schedule
Sheet
No.
43 23910 VIA MONTE VISTA N/S VIA LAS PALMAS N/S CAMINO SUR A 3 44 23670 VIDEO ROAD N/S GATEWAY DRIVE N END A 3
45 20410 ROSA PARKS ROAD W/S EASTGATE ROAD E/S VIDEO ROAD A 3 46 17580 LAWRENCE CIRCLE N/S ROSA PARKS ROAD N END A 3
47 16910 HOWARD CIRCLE N/S ROSA PARKS ROAD N END A 3
48 17210 JIMINEZ CIRCLE N/S ROSA PARKS ROAD N END A 3
49 12250 BONAIR DRIVE N/S COROZON AVENUE W/S GRANADA AVENUE A 3 50 17360 KAWEAH ROAD N/S VIA SOL S/S VISTA CHINO A 3
51 22750 TRAMVIEW ROAD W/S INDIAN CANYON ROAD 1486 FT. W/O INDIAN CANYON ROAD A 3 52 23200 VIA ESCUELA W END /S VISTA GRANDE A 3
53 12950 CAMINO CENTRO N/S S VIA LAS PALMAS S/S N VIA LAS PALMAS A 3 54 23880 VIA MONTE VISTA N/S VISTA CHINO N/S STEVENS ROAD A 3 55 23900 VIA MONTE VISTA N/S CAMINO NORTE N/S VIA LAS PALMAS A 3 56 12140 BLANDO ROAD N/S VIA ESCUELA N/S PAJARO ROAD A 4 57 19190 PAJARO ROAD E/S BLANDO ROAD W/S AURORA DRIVE A 4 58 16260 GATEWAY DRIVE E/S PAMELA DRIVE E/S STATE HWY 111 A 3 59 16130 FRIAR COURT E/S LOS ROBLES DRIVE E END (CDS) A 3 60 15130 DOLORES COURT LOS ROBLES ROAD W END A 3
61 15040 DILLON ROAD W/S DIABLO ROAD 321 FT. W/O MELISSA ROAD B 1 62 15050 DILLON ROAD 321 FT. W/O MELISSA ROAD W/S KAREN AVENUE B 1 63 20960 SB SIDE OF INDIAN CANYON DRIVE N/S 19TH AVENUE NORTH CITY LIMITS B 2 64 19110 ORR WAY W/S RUPPERT STREET E/S MCLANE STREET B 2 65 20470 RUPPERT STREET N/S 20TH AVENUE S/S 19TH AVENUE B 2 66 18210 MCLANE STREET N/S ORR WAY S/S 19TH AVENUE B 2
67 10620 AMELIA WAY E/S SHANNON WAY E/S PASEO DE ANZA B 4 68 14050 CERRITOS ROAD S/S DEL LAGO ROAD N/S RACQUET CLUB DRIVE B 4 69 16590 GREG CIRCLE N/S JOYCE DRIVE N END (CDS) B 4
70 16620 GUY CIRCLE N/S JOYCE DRIVE N END (CDS) B 4
71 17160 JAN CIRCLE N/S JOYCE DRIVE N END (CDS) B 4
72 18850 NEWHALL STREET N/S ORR WAY S/S 19TH AVENUE B 4 73 18870 NOGALES WAY N/S CALETA WAY S/S ROSARITO WAY B 4 74 22360 TACHEVAH DRIVE E/S MONTALVO WAY W/S GENE AUTRY TRAIL B 4 75 10630 AMELIA WAY W/S PASEO DE ANZA W END (CDS) B 4
76 11670 BAHADA ROAD S/S FRANCIS DRIVE N/S DEL LAGO ROAD B 4 77 12110 BISKRA ROAD N/S DEL LAGO ROAD S/S FRANCIS DRIVE B 4 78 12760 CALETA WAY W/S HIDALGO WAY E/S HERMOSA DRIVE B 4 79 12770 CALETA WAY W/S HERMOSA DRIVE W END (CDS) B 4
80 12780 CALICO LANE S/S DEL LAGO ROAD N/S RACQUET CLUB ROAD B 4 81 14060 CERRITOS ROAD S/S RACQUET CLUB DRVE N/S VIA ESCUELA B 4 82 14440 CHUPEROSA ROAD N/S FRANCIS DRIVE S/S JOYCE DRIVE B 4 83 14940 DEL MAR WAY W/S HERMOSA DRIVE W END (CDS) B 4
84 15020 DIANA CIRCLE WS/ VIA DONNA W END (CDS) B 4
2025 Slurry List - City Project 25-02
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No. Section ID Street Name Beg Location End Location Bid Schedule
Sheet
No.
85 16840 HIDALGO WAY S/S ROSARITO WAY S/S CALETA WAY B 4 86 17470 LARGO CIRCLE W/S HERMOSA DRIVE W END (CDS) B 4 87 17690 LINDO CIRCLE W/S HERMOSA DRIVE W END (CDS) B 4 88 17770 LORENA WAY W/S SHANNON WAY W END (CDS) B 4
89 17780 LORENA WAY W/S PASEO DE ANZA W END (CDS) B 4
90 18000 MADERO CIRCLE W/S HERMOSA DRIVE W END (CDS) B 4 91 19010 OLGA WAY W/S SHANNON WAY E/S PASEO DE ANZA B 4 92 19020 OLGA WAY W/S PASEO DE ANZA W END (CDS) B 4
93 19410 PASEO DE ANZA S/S RACQUET CLUB ROAD N/S VIA ESCUELA B 4 94 20420 ROSARITO WAY W END (CDS) W/S HERMOSA DRIVE B 4 95 20430 ROSARITO WAY E/S HERMOSA DRIVE E/S HIDALGO WAY B 4 96 20500 SABITA WAY W/S SHANNON WAY W END (CDS) B 4
97 21030 SERENA CIRCLE N/S CHRISTINA WAY N END (CDS) B 4 98 21040 SHANNON WAY S/S AMELIA WAY N/S OLGA WAY B 4
99 22070 SUNRISE WAY S/S RACQUET CLUB ROAD N/S VIA ESCUELA B 4 100 23260 VIA ESCUELA E/S SUNRISE WAY W/S FARRELL DRIVE B 4 101 23530 VIA ROBERTO MIGUEL S/S VISTA CHINO N/S CHIA ROAD B 4 102 20510 SABITA WAY W/S PASEO DE ANZA W END (CDS) B 4
103 19140 PASEO BARBARA E/S VIA ROBERTO MIGUEL E END B 4 104 11020 ARENAS ROAD 637 FT. W/O HERMOSA DRIVE W/S HERMOSA DRIVE C 6 105 11730 BARISTO ROAD E/S HERMOSA DRIVE W/S SUNRISE WAY C 6 106 12680 CALLE FELICIA W/S AVENIDA ELEANOR E/S SATURMINO DRIVE C 6 107 12890 CALLE MARCUS S/S TAMARISK ROAD N/S GRANVIA VALMONT C 6 108 13260 CAMINO PAROCELA E/S OLEANDER ROAD W/S WILLIAMS ROAD C 7 109 13800 CALLE ROLPH S/S TAMARISK ROAD N/S GRANVIA VALMONTE C 6 110 14170 CERRITOS DRIVE S/S PASEO GRACIA N/S BARISTO ROAD C 6 111 16480 GOLONDRINA WAY W/S COMPADRE ROAD W END (CDS) C 6 112 21150 SMOKEWOOD AVENUE W/S ARABY DRIVE W END C 9
113 10130 AIRLANE DRIVE S/S PLAIMOR AVENUE N/S LIVMOR AVENUE C 6 114 10650 ANDEE DRIVE N/S E PALM CANYON DRIVE S/S SONORA ROAD C 6 115 10740 ANDREAS ROAD W/S SUNSET WAY E/S SUNRISE WAY C 6 116 11360 AVENIDA EVELITA S/S RAMON ROAD N/S SUNNY DUNES ROAD C 6 117 12370 BURTON WAY S/S ALEJO ROAD N/S AMADO ROAD C 6
118 12560 CALLE CONEJERA E/S CERRITOS ROAD E END (CDS) C 6 119 12900 CALLE MARCUS S/S GRANVIA VALMONTE N/S ALEJO ROAD C 6 120 12910 CALLE MARCUS S/S MESQUITE AVENUE N/S E PALM CANYON DRIVE C 6 121 13180 CAMINO PAROCELA E/S SUNRISE WAY W/S CERRITOS ROAD C 6 122 13680 CALLE PAPAGAYO E/S CERRITOS ROAD E END (CDS) C 6 123 13810 CALLE ROLPH S/S GRANVIA VALMONTE N/S ALEJO ROAD C 6 124 15260 DESERT WAY N/S LAS PAMPAS WAY N/S ESCOBA ROAD C 6 125 15590 EL GAUCHO CIRCLE W/S DESERT WAY W END (CDS) C 6 126 15820 ESCOBA DRIVE W/S EL CIELCO ROAD N/S E PALM CANYON DRIVE C 6 2025 Slurry List - City Project 25-02
1S - Page 16
No. Section ID Street Name Beg Location End Location Bid Schedule
Sheet
No.
127 15830 ESCOBA DRIVE E/S EL CIELO ROAD E END (CDS) C 6 128 16770 HERMOSA DRIVE N/S SUNNY DUNES ROAD S/S SAN LUCAS ROAD C 6 129 17270 JUANITA DRIVE S/S ALEJO ROAD N/S JULIAN ROAD C 6 130 17960 LURING DRIVE W/S SATURMINO DRIVE N/S ANDREAS ROAD C 6 131 18220 MCMANUS DR E/S SATURMINO DRIVE W/S CERRITOS DRIVE C 6 132 18230 MCMANUS DR E/S CERRITOS DRIVE W/S SUNSET WAY C 6 133 18970 OCOTILLO AVENUE W END W/S SUNRISEWAY C 6
134 21240 SAN LORENZO ROAD W/S HERMOSA DRIVE W/S SUNRISE WAY C 6 135 21320 SAN MATEO DRIVE S/S SONORA ROAD S END (CDS) C 6 136 22270 SYBIL ROAD N/S LIVMOR AVENUE S/S PLAIMOR AVENUE C 6 137 22470 TERRY LANE E/S MICHELLE ROAD W/S SUNSET WAY C 6 138 22500 THORNHILL ROAD N/S SUNNY DUNES ROAD S/S RAMON ROAD C 6 139 11320 AVENIDA ELEANORA N/S CALLE LILETA N/S CALLE FELICIA C 6 140 12670 CALLE FELICIA S/S ARENAS ROAD E/S AVENIDA ELEANOR C 6 141 13250 CAMINO PAROCELA E/S VELLA ROAD W/S OLEANDER ROAD C 7 142 13270 CAMINO PAROCELA E/S WILLIAMS ROAD W/S GENE AUTRY TRAIL C 7 143 20480 RUSH STREET N/S 34TH AVENUE 625 FT. N/O 34TH AVENUE C 7 144 10920 ARABY DRIVE S/O BRIDGE S END C 9
145 11610 AVENIDA SEVILLA E/S BOGERT TRAIL E END C 9
146 10950 ARENAS ROAD E/S BELARDO ROAD W/S PALM CANYON DRIVE D 5 147 11000 ARENAS ROAD E/S AVENIDA CABALLEROS 315 FT. E/O AVENIDA CABALLEROS D 5 148 19640 PHILLIPS ROAD N/S ALEJO ROAD N END (CDS) D 5
149 12270 BONITA CIRCLE W/S CAMINO REAL W END (CDS) D 8 150 10700 ANDREAS ROAD W/S CALLE ENCILIA E/S CALLE EL SEGUNDO D 5 151 10710 ANDREAS ROAD E/S CALLE EL SEGUNDO E/S CALLE ALVARADO D 5 152 11480 AVENIDA OLANCHA E/S S PALM CANYON DRIVE W/S VIA SALIDA D 5 153 11490 AVENIDA OLANCHA E/S VIA SALIDA E END D 5
154 11520 AVENIDA ORTEGA S/S AVENIDA OLANCHA W/S VIA ENTRADA D 5 155 11530 AVENIDA ORTEGA E/S VIA ENTRADA W/S VIA SALIDA D 5 156 11540 AVENIDA ORTEGA E/S VIA SALIDA E END D 5
157 13140 CAMINO PAROCELA E/S S PALM CANYON DRIVE W/S CALLE PALO FIERRO D 5 158 13370 CAMINO REAL N/S SONORA ROAD E/S INDIAN TRAIL D 5 159 13620 CALLE PALO FIERRO S/S MESQUITE AVENUE E/S CAMINO REAL D 5 160 13850 CALLE EL SEGUNDO N/S RAMON ROAD N/S SATURNINO ROAD D 5 161 14730 CRESCENT DRIVE W/S VIA MONTE VISTA W END D 5
162 15170 DRY FALLS ROAD N/S CRESCENT DRIVE S/S LEISURE WAY D 5 163 18560 MISSION ROAD S/S HERMOSA PLACE N/S MERITO PLACE D 5 164 19280 PALO VERDE AVENUE E/S S PALM CANYON DRIVE N/S OCOTILLO AVENUE D 5 165 19600 PATENCIO ROAD S/S BARISTO ROAD S/S LINDA VISTA DRIVE D 5 166 22700 TAHQUITZ CANYON WAY W/S BELARDO ROAD W/S MUSEUM DRIVE D 5 167 22720 TAHQUITZ CANYON WAY W/S VILLAGIO E/S PALISADES DR D 5 168 23190 VIA ENTRADA S/S AVENIDA OLANCHA N/S S PALM CANYON DRIVE D 5 169 22710 TAHQUITZ CANYON WAY E/S MUSEUM DRIVE W/S VILLAGIO D 5 2025 Slurry List - City Project 25-02
1S - Page 17
No. Section ID Street Name Beg Location End Location Bid Schedule
Sheet
No.
170 19750 POLARIS COURT S/S RAMON ROAD S END D 5
171 11150 ATHENA COURT S/S RAMON ROAD S END D 5
172 10490 AMADO ROAD E/S BELARDO ROAD W/S PALM CANYON DRIVE D 5 173 10530 AMADO ROAD E/S CALLE SEGUNDO E/S CALLE ALVARADO D 5 174 16040 FERN CANYON DRIVE S/S RAMON ROAD CAMINO PAROCELA D 5 175 10080 ACANTO DRIVE E/S S PALM CANYON DRIVE E END D 8 176 11420 AVENIDA GRANADA E/S SIERRA MADRE DRIVE E/S S PALM CANYON DRIVE D 8 177 15660 EL PORTAL W/S MESA DRIVE W END D 8
178 21090 SIERRA WAY E/S CALLE PALO FIERRO W/S CAMINO REAL D 8 179 11410 AVENIDA GRANADA W/S CALLE PALO FIERRO E/S SIERRA MADRE D 8 2025 Slurry List - City Project 25-02
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Attachment C
1S - Page 29

CITY OF PALM SPRINGS

ENGINEERING SERVICES DEPARTMENT

AGREEMENT DOCUMENTS
2025 SLURRY SEAL
CITY PROJECT NO. 25-02
 Agreement
o Exhibit A – Executive Order N-6-22 Certification
o Exhibit B – Letter of Assent
 Worker's Compensation Certificate
 Performance Bond
 Payment Bond
 Warranty Bond
 Public Labor Agreement
 Contract Documents
 Bidders Documents from Planet Bids (Required Forms)
1S - Page 30

Revised 8.9.23 Page 1 of 7

CONSTRUCTION AGREEMENT [***INSERT CONTRACT NUMBER***]
AMERICAN ASPHALT SOUTH, INC.

THIS AGREEMENT made this 25th day of September, 2025 (“Effective Date”) by and between the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the City, and American Asphalt South Inc., a California Corporation (hereinafter designated as the Contractor).

The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

2025 Slurry Seal, City Project 25-02

The Work comprises of the application of weed killer to all pavement cracks or joints; cleaning, routing, and installation of crack-sealant or asphalt pavement in all pavement cracks or joints ¼” or wider; construction of approximately 3,689 Tons of Rubber Polymer Modified Slurry (RPMS) over 4,917,700 square feet of asphalt surface; removal and replacement of existing traffic striping and markings; and all appurtenant work on various streets throughout the City of Palm Springs. The street list was broken up into four (4) Bid Schedule A, B, C, & D. Based on the price per bid schedule, the City is awarding all bid schedules. Each bid schedule was allotted 15 working days, for a maximum allotted 60 working days. The work shall be diligently prosecuted to completion before the expiration of the 60 working days allotted.

3. CONTRACT PRICE
The City shall pay the Contractor for the completion of the Work, in accordance with the Contract Documents, in current funds the Contract Price(s) named in the Contractor's Bid Proposal and Bid Schedule(s), and any duly authorized Construction Contract Change Orders approved by the City. The amount of the initial contract award in accordance with the Contractor’s Bid Proposal is one million eight hundred fifty-five thousand six dollars and forty-five cents ($1,855,006.45). 1S - Page 31

Revised 8.9.23 Page 2 of 7

4. CONTRACT DOCUMENTS
The Contract Documents consist of the Notice Inviting Bids, Instructions to Bidders, the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations, the accepted Bid and Bid Schedule(s), List of Subcontractors, Local Business Preference Program – Good Faith Efforts, Non- Discrimination Certification, Non-Collusion Declaration, Bidder's General Information, Bid Security or Bid Bond, this Agreement, Worker's Compensation Certificate, Performance Bond, Payment Bond, Standard Specifications, Special Provisions, the Drawings, Addenda numbers 1 to 1, inclusive, and all Construction Contract Change Orders and Work Change Directives which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto.

7. NOTICES
All notices shall be in writing and either served by personal delivery or mailed to the other party.

Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to the City shall be addressed to the City as designated in the Notice Inviting Bids unless the City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

8. INDEMNIFICATION
Contractor shall provide indemnification and defense as set forth in Section 7-15 “Indemnification,” of the Special Provisions.

9. PREVAILING WAGES
Contractor agrees to fully comply with all applicable federal and state labor laws including, without limitation California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws"). Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

1S - Page 32

Revised 8.9.23 Page 3 of 7

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

12 MISCELLANEOUS
Terms used in this Agreement which are defined in the Standard Specifications and the Special Provisions will have the meanings indicated in said Standard Specifications and the Special Provisions. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “A” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. 1S - Page 33
Revised 8.9.23 Page 4 of 7
Project Labor Agreement - The Work is subject to the City’s Community Workforce Agreement dated August 31, 2021 (“CWA” or “Project Labor Agreement” or “PLA”), a copy of which is on file with the City, available upon request, and incorporated herein by reference as if fully set forth herein. Contractor and all subcontractors of Contractor of any tier shall at all times comply with the requirements of the PLA in the prosecution of the Work. Contractor has executed or agrees to execute and be bound by the terms of the PLA either directly or through the Letter of Assent (a form of which is attached to the PLA as "Exhibit B" and referred to herein as the “LOA”), and Contractor shall furnish evidence of compliance with the same to City prior to the commencement of any Work. Contractor further agrees to require, or has already required, each of its subcontractors, of whatever tier, to agree in writing in the form of a LOA to be bound by each and every provision of the PLA prior to the commencement of Work or at the time of such subcontract, whichever occurs first.
 Subcontractors - Contractor shall include, and shall require all of Contractor’s subcontractors of any tier to include, contractual provisions in all contracts they enter into for the performance of the Work, requiring each subcontractor, of every tier, who furnishes any labor for the performance of Work, to comply with the provisions of the PLA at no additional cost.  Condition of Payment - Compliance by Contractor and all of Contractor’s subcontractors of any tier with the requirements of the PLA shall be a condition of Contractor’s right to payment under this Agreement.
 Reformation - Any requirement currently set forth in, or hereafter developed, adopted or implemented pursuant to the terms of the PLA, that is applicable to the Project, that is not set forth herein or that is by mistake incorrectly stated, shall be deemed to be inserted in this Agreement and shall be read and enforced as though it were included herein; and, if through mistake or otherwise any such requirement is not inserted or if inserted and requires correction, then upon request of either party this Agreement shall forthwith be amended to make such insertion or correction.
 Conflicts - In the event of a conflict between the PLA and any other provisions of the Contract Documents, the PLA shall control.
 Costs of Compliance - Contractor represents and warrants that it has included in its bid all costs of compliance with the requirements of this Section 13.
 Not a Limitation - The requirements of this Section 13 are in addition to, and not a limitation upon, the other applicable provisions of the Contract Documents. [SIGNATURES ON NEXT PAGE]
1S - Page 34
Revised 8.9.23 Page 5 of 7

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND AMERICAN ASPHALT SOUTH, INC.

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

CONTRACTOR:
[***TWO SIGNATURES ARE ONLY REQUIRED FOR CORPORATIONS; IF SUPPLIER IS NOT A CORPORATION, DELETE SECOND SIGNATURE AND DATE LINE***]
By Date
Signature
By Date
Signature
(2nd signature required for Corporations)
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
1S - Page 35
Revised 8.9.23 Page 6 of 7
EXHIBIT “A”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

This certification is made under the laws of the State of California.

Signature:

Printed Name:

Title:

Firm Name:

Date:
1S - Page 36
Revised 8.9.23 Page 7 of 7
EXHIBIT “B”

LETTER OF ASSENT
A letter of assent is to be signed by all contractors awarded work covered by the City of Palm Springs Community Workforce Agreement prior to commencing work.
[Contractor’s Letterhead]
CWA Administrator
City of Palm Springs
Attn: Procurement & Contracting
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Re: Community Workforce Agreement – Letter of Assent
City Project No. XX-XX
Dear Sir/Madame:

Sincerely,
[Name of Construction Company]
By: [ ]
Name and Title of Authorized Executive
Contractor State License No.:

Business Address:

Business Phone:

Cc: San Bernardino/Riverside Counties Building and Construction Trades Council AFL-CIO 1S - Page 37

ATTACHMENT D
Available online with the link below:
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?i d=1439244&dbid=0&repo=CityHall-Primary
(Contractors Bid)
1S - Page 38

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR

SUBJECT: APPROVE NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL SPACE NO. 25L353 AND NON -EXCLUSIVE
OPERATING AND LEASE AGREEMENT FOR HANGAR SPACE NO.
25L352 WITH ALLIANCE GROUND INTERNATIONAL, INC. (AGI) AT THE

PALM SPRINGS INTERNATIONAL AIRPORT

FROM: Scott C. Stiles, City Manager

BY: Department of Aviation

SUMMARY:

This action will approve Non-Exclusive Operating and Lease Agreement No. 25L353 for Terminal space and Non -Exclusive Operating and Lease Agreement No. 25L352 for Hangar space with AGI Ground, Inc. in support of the company’s ground handling and ground service equipment maintenance for airline passengers at the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve the Airport Non -Exclusive Operating and Lease Agreement No. 25L353 with AGI Ground, Inc. (Attachment A) for the lease of 905 square feet of terminal office space at $133.04 per square foot per year, effective October 1, 2025 through September 30, 2026, with two (2) one-year options to extend.

2. Approve the Airport Non-Exclusive Operating and Lease Agreement No. 25L352 with AGI Ground, Inc. (Attachment B) for the lease of 2,290 square feet of hangar floor space at $17.00 per square foot per year and 168 square feet of office space at $50.00 per square foot per year , effective September 1, 2025 through August 31, 2026, with two (2) one-year options to extend.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment C), AGI Ground, Inc is a Missouri Corporation licensed to do business in the City of Palm Springs. 1T - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Non-Exclusive Operating and Lease Agreements with AGI Ground, Inc.

BACKGROUND:

The majority of Palm Springs International Airport airlines contract with specialized service providers for passenger ticketing services, ground and airline services, as well as baggage delivery services to accommodate their passengers.

Specialized service providers bring in their own ground service equipment (GSE) to assist with servicing each airline’s aircraft. GSE includes tugs, carts, lavatory, and water carts.

STAFF ANALYSIS:

AGI Ground currently provides ground handling services for Air Canada, Frontier, Porter, Southwest, Sun Country, and WestJet. These two (2) Agreements are for terminal space (905 square feet) and hangar space (2,290 square feet of floor and 168 square feet of office) in support of their ground handling operations and ground service equipment maintenance at PSP.

In August 2022, Alliance Ground International (AGI) acquired Airport Terminal Services (ATS) as part of its expansion across North America and into passenger operations. AGI Ground (formerly known as ATS) has been offering flight and passenger services to the airlines since the acquisition in 2022. AGI Ground has been a good tenant of the Airport and has provided consistent service to their airline customers.

In addition to the Non-Exclusive Operating and Lease Agreement for terminal and hangar space, AGI Ground also possesses a valid Commercial Activity Permit with the Airport .

The permit grants AGI Ground the privilege to conduct Commercial Airline Service activities at the Airport in exchange for a Commercial Service Fee. The current Commercial Service Fee at Palms Springs International Airport is 7% of the gross revenues of the Commercial Activity Permit holder. This Commercial Service Fee is in addition to the terminal and hangar space lease rent collected under th ese two (2) Agreements.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested actio n 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.

1T - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Non-Exclusive Operating and Lease Agreements with AGI Ground, Inc.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council ’s Strategic Plan Broad Goal of Economic Development, as well as the Airport’s Strategic Plan Priority 3 – Goal 2: Create Revenue Diversification Through Strategic Partnerships.

FISCAL IMPACT:

Approval of this action will result in the generation of Airport Revenues of $120,401.16 for the terminal lease term of October 1, 2025, through September 30, 2026, to Airport Fund 415.38105 – Non-Airline Terminal Rental Fees. The approval of this action will also result in the generation of Airport Revenues of $ 47,330.04 for the hangar lease term of September 1, 2025, through August 31, 2026, to Airport Fund 415.38070 – Hangar Rental. These Agreements provide for two extension options. If the two extensions are exercised, the revenue would continue through 2028, as adjusted annual ly on July 1 in an amount equal to the increase in the consumer price index for All -Urban Consumers (CPI-U) in the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (MSA).

The Commercial Service Fees (415.38135) generated by AGI Ground Inc for FY2025 was $329,556.35. In projecting continuation of commercial activities at the Airport, Commercial Service Fees from AGI Ground are estimated to be $ 340,000 for FY 2026 and $350,000 for FY 2027.

REVIEWED BY:

Executive Director of Aviation: Harry Barrett Jr.

City Attorney: Geremy Holm
City Manager: Scott Stiles

ATTACHMENTS:

A. Non-Exclusive Operating and Lease Agreement for Terminal Use Space B. Non-Exclusive Operating and Lease Agreement for Hangar and Office Space C. Public Integrity Disclosure

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ATTACHMENT A

TERMINAL LEASE AGREEMENT
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1 AGI GROUND, INC.

NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT

FOR TERMINAL USE SPACE AT

PALM SPRINGS INTERNATIONAL AIRPORT

THIS LEASE (“Lease”) is made and entered into this 1st day of October, 2025, by and between the CI TY OF PALM SPRINGS, a municipal corporation (“ Lessor”), and AGI Ground, Inc., a Corporation (“Lessee”) . City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.”

R E C I T A L S:

A. Lessor desires to lease terminal use space at Palm Springs International Airport (“Airport”) to operate a Commercial Aeronautical Activity, which services includes baggage delivery services, ground services, and aircraft operational services for airline passengers.

B. City believes that the travelers using the City’s airport terminal would benefit from these airline related services.

NOW THEREFORE, City and Lessee mutually agree as follows:

AGREEMENT

1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear.

1.1 Demised Premises . The “Demised Premises ” shall refer to that certain property consisting of office space totaling approximately 905 square feet, located in the Palm Springs International Airport Bono Concourse and more particularly described in Exhibit “A” attached hereto.

Notwithstanding the foregoing, Lessee desires to subdivide Demised Premises so as to reduce the amount of office space occupied. Lessee must submit construction plans for such subdivision for review and approval by the City. Lessee must obtain appropriate building permits and other necessary government approvals prior to initiating the construction work. Lessee will have until December 31, 2025 to complete the approved, permitted work.
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2 1.2 Lease Term. The term of this lease shall commence on October 1, 2025 and shall terminate on September 30, 2026.

1.3 Extension Option. Lessee may have the right to renew the Lease for two (2), one (1) year terms which may be exercised by providing written notice to Lessor no less than sixty (60) prior to the expiration of the Lease term or renewal period. The rental payments for any extension shall be calculated as indicated in Section 1.4.

1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $133.04 per square foot per annum for office space, paid in monthly increments of $10,033.43 due on the first day of each month. The monthly rent shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All - Urban Consumers (CPI -U) in the Riverside -San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substantively similar, widely adopted measurement of cost inflation for the Palm Springs region. The rent shall be escalated annually, effective each July 1st, using CPI-U indices comparing January of the prior year to January of the current year. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.

Upon the City’s final approval of the completed construction work for the subdivision of the Demised Premises , the Parties will amend this Agreement with a revised Exhibit “A” redefining the amount of office space to be occupied by Lessee .

Lessee will return unoccupied space to the City for the City’s use. City will adjust the rent paid by Lessee based upon the revised space occupied by Lessee.

1.5 Extension Options. Extension options in this lease as noted in Section

1.3. 1.6 Failure to Complete Construction Project. City reserves the right to adjust the Rate for Terminal Office Space paid by the Lessee to reflect the current Airport Use and Lease Agreement if the Lessee requested subdividing project is not completed by December 31, 2025. The current Rate for Terminal Office Space located at the Palm Springs International Airport Bono Concourse is $181.03 per square foot.

1.7 Security Deposit. N/A

1.8 Use of Premises. Lessee shall use and occupy the Premises for the purpose of administrative services/office/employee workspace related to the Commercial Aeronautical Activities only.

Lessor: City of Palm Springs
Attn: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Cc: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262
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3 2.0 TERM

2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 (“Commencement Date”) and shall continue for the period specified therein unless earlier terminated as provided herein.

2.2 Reserved.

2.3 Time. Time is of the essence of this Lease.

2.4 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt payment of any rental or other charge required of Lessee hereunder except as may be expressly provided elsewhere in this Lease.

2.5 Termination by Lessor. Upon execution of the Agreement, Lessor shall have the right to ter minate this Lease for cause within the first 12 -months of the consecutive term(s). Lessor shall provide Lessee the notice of default and the ability to cure as outlined in Section 10 - DEFAULT. If Lessee does not cure the default and if Lessor terminates this Lease for cause as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee ’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor.

After 12-months from the execution date of the Agreement, Lessor shall have the right to terminate this lease by providing Lessee with at least thirty (30) days advance written notice. If Lessor terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor.

2.6 Holding Over. Any holding over with the consent of Lessor, express or implied, shall be construed to be a tenancy from month- to-month, cancelable upon thirty (30) days’ written notice, and at a monthly rental equal to one hundred and fifty percent (150%) of the monthly rental in effect at the expiration of the contract services agreement.

2.7 Termination by Lessee. Lessee shall have the right to terminate this Lease by providing Lessor with at least thirty (30) days advance written notice. If Lessee terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the unamortized value of Lessee’s leasehold improvements, Lessee’s leasehold interest, loss 1T - Page 7
4 of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor.

3.0 RENTAL

3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this Lease from and after the Commencement Date, as monthly rental (“Monthly Rental”) for the Premises the sum specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each calendar month. In the event the Commencement Date does not occur on the first day of a calendar month, the Lessee shall pay the rental for the fractional month on the Commencement Date on a per diem basis calculated on a thirty (30) day month. All rental to be paid by Lessee to Lessor shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand, at the address designated in Section 1.7 hereof.

3.2 Rental Adjustment. Rental adjustment are as specified in Section

1.4. 3.3 Additional Rental . For the purposes of this Lease, all monetary obligations of Lessee under this Lease, including but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental.

3.4 Real Property Taxes. Unless Lessee qualifies for an exemption, in addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor , either directly to the taxing authority or to Lessor , annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor , whichever is later. Even though the term of this Lease has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed.

3.5 Personal Property Taxes. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non- profit status, during the term hereof, Lessee shall pay, prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises, and when possible Lessee shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Lessor.

3.6 Utilities. All cost of water, gas, heat, electricity, and sewer services used in, upon, or about the Demised Premises shall be paid by the City. Lessee shall pay all telephone, internet, cable television, satellite, broadband and other telecommunications services.

3.7 Late Payment. Lessee hereby acknowledges that late payment by Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs 1T - Page 8
5 not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges.

Accordingly, any payment of any sum to be paid by Lessee not paid within ten (10) days of its due date , shall be subject to a five percent (5%) late charge. Lessor and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Lessor for its loss suffered by such late payment by Lessee.

Sixty (60) days before the anniversary date each year the City shall notify the Lessee of any outstanding delinquency, which must be cured prior to the anniversary date or the City may exercise its right of termination under section 2.5 and terminate the lease.

3.8 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time during such period, so long as the rate does not exceed the maximum non- usurious rate permitted by law in which case interest shall be at the maximum non- usurious rate allowed by law at the time the sum became due.

4.0 USE OF THE PREMISES

4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.7 of this Lease and for no other use. No signs posters or similar devices shall be erected, displayed or maintained by the Lessee in view of the general public without advance written notice of the Airport Executive Director.

4.2 Prohibited Use. The operations of the Lessee shall be conducted in an orderly and proper manner and so as not to annoy, disturb, or be offensive to others at the Airport. No solicitation of the public is allowed. Tenant shall provide uniforms and its employees shall wear badges or other means of identification.

4.3 Compliance with Laws. Lessee shall, at his own cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Lessee’s violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor is a party thereto or not, that Lessee has violated any such order or statute in said use, shall be conclusive of that fact as between the Lessor and Lessee.

Lessee shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Lessee s sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean- up and removal of any contamination involving any Hazardous Material created or caused directly or indirect ly by Lessee. The term “Environmental Law” shall mean any federal, state or local law, statute, ordinance or 1T - Page 9
6 regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C.

Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto.

The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined or listed as a “hazardous waste”, “extremely hazardous waste”, “restrictive hazardous waste” or “hazardous substance” or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms “Hazardous Materials” and “Environmental Laws” in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Lessee.

4.4 Operations for the benefit of Public. Lessee agrees to operate the Demised Premises for the use and benefit of the Public, to make available all Lessee facilities to the public, without discrimination on the grounds of sex, race, color, or national origin.

4.5 P ublic Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Lessee, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Tenant shall have the non-exclusive right to use, in common with others, the public at the Airport and Tenant shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers.

4.7 Hours of Business. Subject to the provisions of Section 7.0 hereof, Lessee shall continuously during the entire term hereof conduct and carry on Lessee’ s business in the Premises and shall keep the Premises open for business and cause Lessee’s business to be conducted therein during the Lessee ’s usual business hours of each and every business day.

5.0 ALTERATIONS AND REPAIRS

5.1 Alterations and Fixtures . Lessee shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, without the prior written 1T - Page 10
7 consent of Lessor . Construction Plans or detailed plans with scope of work shall be submitted to the Airport for initial review of proposed alteration. A ny alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Lessor.

Lessee shall not in any event make any changes to the exterior of the Premises. Any such alterations shall be in conformance with the requirements of City d esign and construction standards and all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Lessor. Any damage occasioned by such removal shall be repaired at Lessee's expense so that the Premises can be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances installed by Lessee shall conform with the requirements of all municipal, state, federal, and governmental authorities, including requirements pertaining to the health, welfare, or safety of employees or the public. Upon completion of construction of the alterations, Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said alterations ("Improvement Costs"). In the event the Lessor, at the request of the Lessee and at its sole discretion, incurs costs related to the financing, construction, improvements, and alterations of its leasehold, such costs shall be reimbursable by the Lessee.

5.2 Maintenance and Repair . Lessee shall, subject to Lessor 's obligations hereinafter provided, at all times during the term hereof, and at Lessee's expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair (except as hereinafter provided). Lessor should be notified immediately of any necessary maintenance and repair of any store front, doors, window casements, walls, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits . Lessee hereby waives all right to make repairs at the expense of Lessor , and Lessee hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair. Lessee agrees on the last day of said term , or sooner termination of this Lease, to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Lessee shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed. Upon Lessee's possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good condition and repair.

Lessee agrees that it will not, nor will it authorize any person to, go onto the roof of the building of which the Premises are a part without the prior written consent of Lessor. Said consent will be given only upon Lessor's satisfaction that any repairs necessitated as a result of Lessee's action will be made by Lessee at Lessee's expense and will be made in such a manner so as not to invalidate any guarantee relating to said roof.

5.3 Free from Liens. Lessee shall keep the Premises free from any liens 1T - Page 11
8 arising out of any work performed, material furnished, or obligation incurred by Lessee or alleged to have been incurred by Lessee.

6.0 INSURANCE AND INDEMNIFICATION

6.1 Insurance. Prior to its ability to access the Demised Premises, Lessee will provide City with proof of insurance, at Tenant’s sole cost and expense, to remain in full force and effect during the entire term of this lease. The following policies of insurance shall be maintained:

A. Insurance Provided by Lessee.

Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits:
(i). General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property damage/$2,000,000 aggregate
(ii). Automobile $1,000,000 each accident; $1,000,000 uninsured motorist
(iii). Workers Compensation $1,000,000 each accident/$1,000,000 each employee for disease.

(iv). Excess Liability/Umbrella Form $2,000,000.

B. An Additional Insured Endorsement is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insured on the policy.

C. The policies shall provide for a 30 day notice to the City prior to termination, cancellation, or change.

D. The general liability and excess liability/umbrella policies must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or self -insurance, primary or excess, maintained by or available to the City or its officials, employees, and agents.

E. The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents.

F. If, in the City's opinion, the minimum limits of the insurance herein required have become inadequate during the period of this Lease, the Concessionaire shall increase such minimum limits by reasonable amounts on request of the City provided that said coverage is available at standard commercial rates.

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9 6.2 Indemnification . To the fullest extent permitted by law, Lessee shall, at Lessee's sole expense and with counsel reasonably acceptable to City, defend, indemnify, and hold harmless City and City's officers, officials, employees and agents from and against all claims, (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the Demised Premises, including without limitation:

A. The use or occupancy, or manner of use or occupancy, of the Demised Premises;

B. Any act, error or omission, or negligence of Lessee or of any subtenant, invitee, guest, contractor or licensee or Lessee or any subtenant in, on, or about the Demised Premises;

C. Lessee’s conducting or managing of its business;

D. Any alterations, activities, work, or things done, omitted, permitted, allowed, or suffered by Lessee in, at, or about the Demised Premises , including the violation of or failure to comply with any insurance requirements or any applicable laws, statues, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the date of this Lease, and;

E. Any breach or default in performance of any obligation on Lessee’s part to be performed under this Lease, whether before or during the term of this Lease or after its expiration or earliest termination.

6.3 This indemnification extends to and includes, without limitation, claims for:

A. Injury to any persons (including death at any time resulting from that injury);

B. Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and

C. All economic losses and consequential or resulting damage of any kind.

6.4 Lessee’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Lease until all claims against City involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statutes of limitations.
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10 7.0 ABANDONMENT AND SURRENDER

7.1 Abandonment. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease. If Lessee shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be mortgaged to Lessor.

7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub-tenancies, or may, at the option of Lessor, operate as an assignment to it of any or all of such subleases or sub- tenancies. In the event that Lessor fails to return the Premises in good condition, Lessor may perform any work necessary to correct deficiencies , and Lessee shall pay the cost of the work plus an administrative fee component of not more than 15 percent.

8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Lessee's act, use or occupation, which declaration requires repairs to the Premises, Lessor shall forthwith make said repairs provided Lessee gives to Lessor thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the Premises. However, if during the last two (2) years of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty five percent (25%) of the then replacement cost (excluding foundations), Lessor may within thirty (30) days following the date such damage occurs, terminate this Lease by written notice to Lessee. If Lessor , however, elects to make said repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided.

Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Lessor may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to Lessee . If Lessor does not elect to terminate because of said uninsured casualty, Lessor shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Lessor elects to terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which Lessor is obligated to repair or may elect to repair under 1T - Page 14
11 the terms of this Section, Lessee waives any statutory right it may have to cancel this Lease as a result of such destruction.

9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed.

10.0 DEFAULT

10.1 Default by Lessee . The occurrence of any one (1) or more of the following events shall constitute a default and breach of this Lease by Lessee: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Lessee; (d) the making by Lessee of a general assignment for the benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession of all or substantially all the assets of Lessee located at the Premises or of Lessee's leasehold interest in the Premises; (g) the filing by any creditor of Lessee of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Lessee or Lessee's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days.

Any repetitive failure by Lessee to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform its obligations hereunder.

In the event of any such default or breach by Lessee , Lessor may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon demand and as additional rental hereunder, with an administrative fee component of not more than 15%. In the event of any such default or breach by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any time thereafter to elect to terminate the Lease and Lessee's right to possession thereunder.

10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Lessor's remedies.

10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than 1T - Page 15
12 thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be deemed in default if Lessor commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee 's remedies shall be limited to damages and/or an injunction.

11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty -five percent (25% ) or more of the Premises, Lessee may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the award and Lessee hereby expressly waives any right or claim to any part thereof. Lessee shall, however, have the right to claim and recover, only from the condemning authority (but not from Lessor), any amounts necessary to reimburse Lessee for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Lessor shall use a portion of the condemnation award to restore the Premises.

12.0 MISCELLANEOUS

12.1 Reservation of Right to Modify Property. Lessor hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises (collectively "Modifications"), in such manner and at such time or times, throughout the term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the best interests of the Property. Such Modifications may include, without limitation, the right to construct new buildings on the Property for additional uses, to remove, renovate, repair, add to, modernize or otherwise alter the building in which the Premises are situated as well as other buildings, facilities, structures, malls, walkways, landscaping, parking and common areas or other areas within the Property. In connection with any and all such Modifications, Lessor may enter the Premises to the extent reasonably required by Lessor to pursue and complete such Modifications. In addition, Lessor may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Lessee agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Lessor's entry into the Premises, constitute an eviction or partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental, additional rental or other charges or sums due under this Lease; provided Lessor uses reasonable efforts to mitigate any adverse effects on Lessee caused by the Modifications.

12.2 Entry and Inspection . Lessor and its agents shall have the right to 1T - Page 16
13 enter upon the Leased Premises during such times as may be reasonable under the circumstances for any purpose necessary, incidental to or connected with the performance of its obligations or in the exercise of its governmental functions relating to the public health, safety, good conduct, and the proper management of the Airport.

12.3 Estoppel Certificate. In the event of any proposed encumbrance, assignment, or other transfer of this Lease, Tenant shall submit its request to the City no less than 90 days in advance of the effective date of the proposed assignment in order for the City to make its determination If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee , Lessee agrees, within ten (10) days thereafter, to deliver such estoppel certificate addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement.

12.4 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of Lessee s set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Lessee agrees to submit to the personal jurisdiction of such court in the event of such litigation.

12.5 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof.

12.6 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.

12.7 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Lessor or its agents or representatives.

12.8 Authority. In the event that Lessee is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding upon said

1T - Page 17
14 corporation or partnership in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound.

12.9 Relationship of Parties. The relationship of the parties hereto is that of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of Lessee 's business or otherwise, or a joint venture with Lessee, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained.

12.10 Nondiscrimination. Lessee for itself, personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the Demised Premises that: (1) no person, because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”) shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) it shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis; (3) as a condition precedent to City’s lawful capacity to enter this Lease, and in executing this Lease, Lessee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Lessee activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that, to the extent applicable to Lessee , it is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting; (4) in the construction of any improvements on, over, or under such Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (5) it shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, including applicable Regulations that may be amended and are hereby incorporated and attached as Exhibit “C” & “D”,

12.11 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day 1T - Page 18
15 subsequent to mailing.

To City: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262

To Tenant: AGI Ground, Inc.
9130 S. Dadeland Boulevard, Suite 1801
Miami, FL 33156

12.12 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver.

A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease.

12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail.

SIGNATURE PAGE TO FOLLOW
1T - Page 19
16 SIGNATURE PAGE FOR LEASE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND AGI GROUND, INC.

IN WITNESS WHEREOF, the Parties have entered into this Non-Exclusive Operating and Lease Agreement as of the day and year first above written.

CITY OF PALM SPRINGS

Approved By:

Scott Stiles
City Manager

Date

Attested By:

City Clerk

Approved as to Form:

City Attorney

AGI GROUND, INC.

Signature

Name

Title

Signature

Name

Title

Corporations require two notarized
signatures. One signature must be from
Chairman of Board, President, or any
Vice President. The second signature
must be from the Secretary, Assistant
Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.
1T - Page 20
17 1T - Page 21
CALIFOR NIA AU-PURPOSE ACKNOW LEDGMENT CIVIL COD E§ 11&9 A notary pubic or other officer completing thls certificate verifies only the Identity of the lndMdu al who slg,ned die doOJment to wtikh this certlfkl' te Is attlldied , and not the truthfulness. aoci.ncy, or valdltyol that document.

St.ate of Callfomta
Coooty of __________ _
On ____ ~ ____ beforeme, _____ ~~-~--~ = - ~~=-----
Dote Here Insert Nome and 11tle of the Offlttr
Pttson.altyappeared ____________________________ _
Nome(s} of Slgne,(s}
who proved to me on the basts of satisfactory evidence to be the pe,son{s} whose name{s} ls/are StJbscrt,ed to the wltNn tnstrument and acknowledged to me that he/she/they executed the same hn hts/her/thelf authorized capaclty(les), and that by his/her/their signature(s) on the lnstrumenttheperson(s), or the entity upon behalf of which the person(s) acted.executed the Instrument.

Place Notmy Seal Abo~
I cer1lfy under PENAL TY OF PERJURY under the laws of the St.ate of caUfoml.a that the f«egolng paragraph Is true and correct.

WITNESS my hand and offlda l seal.
~gnature ________________ _
Signature of Notmy PU.bile
------------------CJnlONJU .-----------------
Thouvh thJs sectJon Is optional comp~ th/J lnfrxmotiotl <on d~ o.lwotion of the dotummt o, frovdwmt nott«hmmt of this Jann to cm cmlntmdrd dOOJment.

Descr"lptlon of Attached Docuinent
Tltle or Type of Document _____________ _ Document Date _________ _ Numbetof Pages _______ Sfgner(s)OtherThan Named Above ___________ _ C.pactty(les) O.lmed by SlgMr(s)
Sfgner"s Name~---~-------
Corporate Offlcer-Title(s) ______ _
Sfgner'sName~---~--------
Corporate Offlcer-Tltle(s) _______ _
Pariner Umlted General Pariner Umlted General
lndl\lldual Attomey tnFact lndl\lldual Attorney tn Fact Trustee Guatdtan orConservator Trustee Guatdtan or-Conservator Other _____________ _ Other ______________ _
Sfgner ts Rep(esentlng __________ _ ~gnerts Rep(esenttng ___________ _ 02014 Nadonal NotaryAs.sodatlon • www.NadonalNotary.org • l~US NOTARY (1-800-876-6827) ltem#S907 18 EXHIBIT “A”

Bono Concourse – Room 3033

AGI GROUND
905 SQ FT
1T - Page 22
!Gate 7 [g
iCAGE
ALASKA
150 SO FT

STORAG E
CAGE

DGS/UNIFI
930 SQ FT
RM3063
195 SO F
19 EXHIBIT “B”

ESTOPPEL CERTIFICATE
Lessee:

Lessor:

Date of Lease:

Demised Premises:

To: _______________________________
_______________________________
_______________________________

The undersigned hereby certifies as follows:

1. The undersigned is the Lessee ("Lessee") under the above-referenced lease ("Lease") covering the above-referenced premises ("Demised Premises").

2. The Lease constitutes the entire agreement between Lessor and Lessee with respect to the Demised Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth above.

3. The term of the Lease commenced on ________, 20_____ and, including any presently exercised option or renewal term, will expire on _________, 20_____. Lessee is in possession of the Demised Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All improvements to be constructed on the Demised Premises by Lessee have been completed and accepted by Less or and any Lessee construction allowances have been paid in full.

4. As of this date, to the best of Lessee's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Lessee or Lessor. To the best of Lessee's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Lessee and Lessor.

5. Lessee is currently obligated to pay Monthly Rent in installments of $________ per month, and such monthly installments have been paid not more than one month in advance. To the best of Lessee's knowledge, no other rent has been paid in advance and Lessee has no claim or defense against Lessor under the Lease and is asserting no offsets or credits against either the rent or Lessor. Lessee has no claim against Lessor for any security or other deposits except $ which was paid pursuant to the Lease.

6. Lessee has no option or preferential right to lease or occupy additional space within the Property of which the Demised Premises are a part. Lessee has no option or preferential right to purchase all of any part of the Demised Premises nor 1T - Page 23
20 any right or interest with respect to the Demised Premises other than as Lessee under the Lease. Lessee has no right to renew or extend the term of the Lease except as set forth in the Lease.

7. Lessee has made no agreements with Lessor or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease.

8. There has not been filed by or against Lessee a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Lessee.

9. All insurance which Lessee is required to maintain under the Lease has been obtained by Lessee and is in full force and effect and all premiums with respect thereto have been paid.

Dated this day of , 20_____.

By:

Its:

1T - Page 24
21 EXHIBIT “C”

1T - Page 25
08127/13

APPENDIX A
1400.11
Al)pendix 4
During the perfonnance of this contract, the contractor, for ilself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows:

I . Comptianct . with Regulations : The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, federa l Arution Administration , as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Non-discrimination : The contractor, with regard to the wodc performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.

The contractor will not participate directly or indirectly in the ~iscriroinarinn proluoited by the Acts and the Regulations, including employment practices when the contract covers any acti,ity , project, or program set forthinAppeodixB of 49 CFR part 21.

3. Solicitations for Subcontr acts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for wodc to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontra<tor or supplia- will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin.

4. Infor mation and Repor ts: The contractor -.ill provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will pennit access to its books, records, accounts, other sources of information, and its fucilities as may be determined by the Recipient or the f ederal A,iation Adminisb·ation to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the e.i:clusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the f edei-al A nation Administration , as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non discrimination pro,isions of this contract, the Recipient will impose such contract sanctions as it or the federal .'hiation Administration may determine to be appropriate, including, but not limited to:
51 22

1T - Page 26
08127/13 1400.11
Al)pendix 4
a. withholding payma,ts to the contractor under the contract until the contractor complies; and/or
b. ca:icelling, tenninating, or suspending a contract, in whole or in part.

6. loC'o1-po1"1ltic•o of Prorisions : The contractor will include the provis.iom ofparag:rnplu one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the Federal A•iation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Pro,ided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 52 23
EXHIBIT “D”

1T - Page 27
08/27/13

APPENDIXE
1400.11
Appendix4
Dur,ng the perfonnance of this contract, the contractor, for itself; its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply wi1h the following non discrimination statutes and au1horities; including but not limited to:

Pertinent Non-Disc1imination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 18 stat. 252), (prolnoits discrimination on the basis of race, color, national origin); and 49 CFR part 21. • The Unifonn Relocation Assistance and Real Property Acquisition Policies Aci of 1970, (42 U.S.C. § 4601), (prolnoits unfair treatment of persons displaced or whose property has been acquired because ofFederal or Federal-aid programs and projecis); • Section 504 of the Rehabili1ation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prolnoits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prolnoits discrimination on the basis of age);
• Aiiport and Airway Improvement Aci of 1982, (49 USC§ 471, Section 47123), as amended, (prolnoits discriroinarion based on race, creed, color, national origin, or sex); • The Ci,il Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrtmination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the tenns "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients md contraciors, whether such programs oc activities are Federally funded or not);
• T itles II and ill of the Americans with Disabilities Act, which prohibit discrimiJation on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommoda:ion, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by D,partment of Transportation regulations at 49 CFR parts 37 and38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prolnoits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Acticns to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities wi1h disproportionately high and adverse human health or environmental effects on minority and low-income populations;
57 ATTACHMENT B

HANGAR LEASE AGREEMENT
1T - Page 28
1 AGI GROUND, INC.

NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT

FOR HANGAR AND OFFICE SPACE AT

PALM SPRINGS INTERNATIONAL AIRPORT

THIS LEASE (“Lease”) is made and entered into this 1st day of September, 2025, by and between the CITY OF PALM SPRINGS, a municipal corporation (“Lessor”), and AGI Ground, Inc., a Delaware Corporation (“Lessee”). City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.”

R E C I T A L S:

A. Lessor desires to lease hangar and shop use space at Palm Springs International Airport (“Airport”) to operate a Commercial Aeronautical Activity, which services includes aircraft ground service equipment (GSE) maintenance and storage.

B. City believes that the travelers using the City’s airport would benefit from these airline related services.

NOW THEREFORE, City and Lessee mutually agree as follows:

AGREEMENT

1.1 Demised Premises . The “Demised Premises ” shall refer to that certain property consisting of approximately 2,290 square feet of hangar floor space and 168 square feet of office space, located at 3133 E. Alejo Road (also known as the Pond Hangar) at the Palm Springs International Airport and more particularly described in Exhibit “A” attached hereto.

1.2 Lease Term . The term of this leas e shall commence on September 1, 2025 and shall terminate on August 31, 2026.

Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 29
2 1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $17.00 per square foot per annum for hangar floor space office space and $50.00 per square foot per annum for office space, paid in monthly increments of $3,944.17 due on the first day of each month . The monthly rent shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All-Urban Consumers (CPI-U) in the Riverside-San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substantively similar, widely adopted measurement of cost inflation for the Palm Sp rings region. The rent shall be escalated annually, effective each July 1st, using CPI-U indices comparing January of the prior year to January of the current year. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.

1.5 Extension Options. Extension options in this lease as noted in Section

1.3. 1.6 Security Deposit. N/A

1.7 Use of Premises. Lessee shall use and occupy the Premises for the purpose of administrative services/office/employee workspace related to the Commercial Aeronautical Activities only.

Lessor: City of Palm Springs
Attn: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Cc: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262

2.0 TERM

2.2 Reserved.

2.3 Time. Time is of the essence of this Lease.

2.4 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such a ct shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 30
3 payment of any rental or other charge required of Lessee hereunder except as may be expressly provided elsewhere in this Lease.

2.5 Termination by Lessor. Lessor shall have the right to ter minate this Lease by providing Lessee with at least thirty (30) days advance written notice. If Lessor terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor.

2.6 Holding Over. Any holding over with the consent of Lessor, express or implied, shall be const rued to be a tenancy from month -to-month, cancelable upon thirty (30) days’ written notice, and at a monthly rental equal to one hundred and fifty percent (150%) of the monthly rental in effect at the expiration of the contract services agreement.

2.7 Termination by Lessee. Lessee shall have the right to terminate this Lease by providing Lessor with at least thirty (30) days advance written notice. If Lessee terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the unamortized value of Lessee’s leasehold improvements, Lessee’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taki ng of property and Lessor shall have no obligation to pay Lessee therefor.

3.0 RENTAL

3.2 Rental Adjustment. Rental adjustment are as specified in Section

3.4 Real Property Taxes. Unless Lessee qualifies for an exemption , in addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor, either directly to the taxing authority or to Lessor, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 31
4 existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of this Lease has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed.

3.5 Personal Property Taxes. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non -profit status, during the term hereof, Lessee shall pay, prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises, and when possible Lessee shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Lessor.

3.6 Utilities. All cost of water, gas, heat, and sewer services used in, upon, or about the Demised Premises shall be paid by the City. Lessee shall pay all electricity, telephone, internet, cable television, satellite, broadband and other telecommunications services.

3.7 Late Payment. Lessee hereby acknowledges that late payment by Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges.

3.8 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time during such period, so long as the rate does not exceed the maximum non - usurious rate permitted by law in which case interest shall be at the maximum non - usurious rate allowed by law at the time the sum became due.

4.0 USE OF THE PREMISES

Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 32
5 4.2 Shared Use of Space. Notwithstanding Lessee’s right to exclusive possession and use of the Property, Lessor shall have the right, upon reasonable prior notice to Lessee and subject to applicable laws, regulations, and airport security protocols, to utilize the portion of the P roperty that is not actively used or occupied by Lessee, as more particularly described in Exhibit “A”, for the storage of equipment, materials, or supplies. Such use by Lessor shall not unreasonably interfere with Lessee’s aircraft storage, maintenance activities, or other authorized uses of the Property. Lessee shall not access, move, damage, or otherwise interfere with any property stored by Lessor pursuant to this provision, and shall take reasonable precautions to avoid any obstruction or disturbance of the stored items.

4.3 Prohibited Use. The operations of the Lessee shall be conducted in an orderly and proper manner and so as not to annoy, disturb, or be offensive to others at the Airport. No solicitation of the public is allowed. Tenant shall provide uniforms and its employees shall wear badges or other means of identification.

4.4 Compliance with Laws. Lessee shall, at his own cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises, and shall faithfully observe in said use all mun icipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Lessee’s violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor is a party thereto or not, that Lessee has violated any such order or statute in said use, shall be conclusive of that fact as between the Lessor and Lessee.

Lessee shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Lessees sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean -up and removal of any contamination involving any Hazardous Material created or caused directly or indirect ly by Lessee. The term “Environmental Law” shall mean any federal, state or local law, statute, ordinance or regulation pert aining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C.

Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Hea lth and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto.

The term “Hazardous Material” includes, without limitation, any material or substan ce which is (i) defined or listed as a “hazardous waste”, “extremely hazardous waste”, “restrictive hazardous waste” or “hazardous substance” or considered a waste, condition Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 33
6 of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms “Hazardous Materials” and “Environmental Laws” in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Cod e Section 25249.5 et seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Lessee.

4.5 Operations for the benefit of Public. Lessee agrees to operate the Demised Premises for the use and benefit of the Public, to make available all Lessee facilities to the public, without discrimination on the grounds of sex, race, color, or national origin.

4.6 Public Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Lessee, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Tenant shall have the non-exclusive right to use, in common with others, the public at the Airport and Tenant shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers.

4.7 Hours of Business. Subject to the provisions of Section 7.0 hereof, Lessee shall continuously during the entire term hereof conduct and carry on Lessee’s business in the Premises and shall keep the Premises open for business and cause Lessee’s business to be conducted therein during the Lessee’s usual business hours of each and every business day.

5.0 ALTERATIONS AND REPAIRS

5.1 Alterations and Fixtures . Lessee shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, without the prior written consent of Lessor. Construction Plans or detailed plans with scope of work shall be submitted to the Airport for initial review of proposed alteration. Any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Lessor.

Lessee shall not in any event make an y changes to the exterior of the Premises. Any such alterations shall be in conformance with the requirements of City design and construction standards and all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Lessor. Any damage occasioned by such removal shall be repaired at Lessee's expense so that the Premises can be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances installed by Lessee shall conform with the requirements of all municipal, state, federal, and governmental authorities, including requirements pertaining to the health, welfare, or Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 34
7 safety of employees or the public. Upon completion of construction of the alterations, Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said alterations ("Improvement Costs"). In the event the Lessor, at the request of the Lessee and at its sole discretion, incurs costs related to the financing, construction, improvements, and alterations of its leasehold, such costs shall be reimbursable by the Lessee.

5.2 Maintenance and Repair . Lessee shall, subject to Lessor's obligations hereinafter provided, at all times during the term hereof, and at Lessee's expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair ( except as hereinafter provided). Lessor should be notified immediately of any necessary maintenance and repair of any store front, doors, window casements, walls, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits . Lessee hereby waives all right to make repairs at the expense of Lessor, and Lessee hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair. Lessee agrees on the last day of said term , or sooner termination of this Lease , to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Lessee shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed. Upon Lessee's possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good condition and repair.

5.3 Free from Liens. Lessee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Lessee or alleged to have been incurred by Lessee.

6.0 INSURANCE AND INDEMNIFICATION

A. Insurance Provided by Lessee.

Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits:

Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 35
8 (i). General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property damage/$2,000,000 aggregate
(ii). Automobile $1,000, 000 each accident; $1,000,000 uninsured motorist
(iii). Workers Compensation $1,000,000 each accident/$1,000,000 each employee for disease.

(iv). Excess Liability/Umbrella Form $2,000,000.

B. An Additional Insured Endorsem ent is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insured on the policy.

C. The policies shall provide for a 30 day notice to the City prior to termination, cancellation, or change.

E. The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents.

6.2 Indemnification . To the fullest extent permitted by law, Lessee shall, at Lessee's sole expense and with counsel reasonably acceptable to City, defend, indemnify, and hold harmless City and City's officers, officials, employees and agents from and against all claims, (in cluding demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the Demised Premises, including without limitation:

A. The use or occupancy, or manner of use or occupancy, of the Demised Premises;

B. Any act, error or omission, or negligence of Lessee or of any subtenant, invitee, guest, contractor or licensee or Lessee or any subtenant in, on, Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 36
9 or about the Demised Premises;

C. Lessee’s conducting or managing of its business;

6.3 This indemnification extends to and includes, without limitation, claims for:

A. Injury to any persons (including death at any time resulting from that injury);

B. Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and

C. All economic losses and consequential or resulting damage of any kind.

7.0 ABANDONMENT AND SURRENDER

7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub-tenancies, or may, at the option of Lessor, operate as an assignment to it of any or all of such subleases or sub - tenancies. In the event that Lessor fails to return the Premises in good condition, Lessor may perform any work necessary to correct deficiencies , and Lessee shall pay the cost of the work plus an administrative fee component of not more than 15 percent.

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10 8.0 DAMAGE AND DESTRUCTION OF PREMISES . In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Lessee's act, use or occupation, which declaration requires repairs to the Premises, Lessor shall forthwith make said repairs provided Lessee gives to Lessor thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the Premises. However, if during the last two (2) years of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty five percent (25%) of the then replacement cost (excluding foundations), Lessor may within thirty (30) days following the date such damage occurs, terminate this Lease by written notice to Lessee. If Lessor, however, elects to make said repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided.

Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Lessor may within thirty (30) days following the date of such destruction terminate this Lease upon written n otice to Lessee. If Lessor does not elect to terminate because of said uninsured casualty, Lessor shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Lessor elects to terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to ma ke repairs required by any such declaration of any authorized public authority) which Lessor is obligated to repair or may elect to repair under the terms of this Section, Lessee waives any statutory right it may have to cancel this Lease as a result of such destruction.

9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed.

10.0 DEFAULT

10.1 Default by Lessee. The occurrence of any one (1) or more of the following events shall constitute a default and breach of this Lease by Lessee: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Lessee; Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 38
11 (d) the making by Lessee of a general assignment for the benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession of all or substantially all the assets of Lessee located at the Premises or of Lessee's leasehold interest in the Premises; (g) the filing by any creditor of Lessee of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) th e attachment, execution or other judicial seizure of all or substantially all of the assets of Lessee or Lessee's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days.

In the event of any such default or breach by Lessee, Lessor may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon demand and as additional rental hereunder, with an administrative fee component of not more than 15%. In the event of any such default or breach by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any time thereafter to elect to terminate the Lease and Lessee's right to possession thereunder.

10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Lessor's remedies.

10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be deemed in default if Lessor commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee's remedies shall be limited to damages and/or an injunction.

11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty -five percent (25 %) or more of the Premises, Lessee may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the award and Lessee hereby expressly waives any right or claim to a ny Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 39
12 part thereof. Lessee shall, however, have the right to claim and recover, only from the condemning authority (but not from Lessor), any amounts necessary to reimburse Lessee for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Lessor shall use a portion of the condemnation award to restore the Premises.

12.0 MISCELLANEOUS

12.1 Reservation of Right to Modify Property. Lessor hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises (collectively "Modifications"), in such manner and at such time or time s, throughout the term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the best interests of the Property. Such Modifications may include, without limitation, the right to construct new buildings on the Property for additio nal uses, to remove, renovate, repair, add to, modernize or otherwise alter the building in which the Premises are situated as well as other buildings, facilities, structures, malls, walkways, landscaping, parking and common areas or other areas within the Property. In connection with any and all such Modifications, Lessor may enter the Premises to the extent reasonably required by Lessor to pursue and complete such Modifications. In addition, Lessor may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Lessee agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Lessor's entry into the Premises, constitute an eviction or partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental, additional rental or other charges or sums due under this Lease; provided Lessor uses reasonable efforts to mitigate any adverse effects on Lessee caused by the Modifications.

12.2 Entry and Inspection . Lessor and its agents shall have the right to enter upon the Leased Premises during such times as may be reasonable under the circumstances for any purpose necessary, incidental to or connected with the performance of its obligations or in the exercise of its government al functions relating to the public health, safety, good conduct, and the proper management of the Airport.

12.3 Estoppel Certificate. In the event of any proposed encumbrance, assignment, or other transfer of this Lease, Tenant shall submit its request to the City no less than 90 days in advance of the effective date of the proposed assignment in order for the City to make its determination If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10) days thereafter, to deliver su ch estoppel certificate addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement.

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13 12.4 Jurisdiction and Venue . The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of Lessees set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Lessee agrees to submit to the personal jurisdiction of such court in the event of such litigation.

12.7 No Oral Agreements . This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Lessor or its agents or representatives.

12.8 Authority. In the event that Lessee is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said co rporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding up on said corporation or partnership in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound.

12.9 Relationship of Parties. The relationship of the parties hereto is that of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of Lessee's business or otherwise, or a joint venture with Lessee, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained.

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14 characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”) shall be excluded from participation in, denied the benefits of, or be otherwise subject ed to discrimination in the use of said facilities; (2) it shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis; (3) as a condition precedent to City’s lawful capacity to enter this Lease, and in executing this Lease, Lessee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Lessee activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprentice ship; and further, that, to the extent applicable to Lessee, it is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non -discrimination in city contracting; (4) in the construction of any improvements on, over, or under such Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (5) it shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, including applicable Regulations that may be amended and are hereby incorporated and attached as Exhibit “C” & “D”,

To City: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262

To Tenant: AGI Ground, Inc.
9130 S. Dadeland Boulevard, Suite 1801
Miami, FL 33156

12.12 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver.

12.13 Exhibits and Addenda . The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail.

SIGNATURE PAGE TO FOLLOW
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16 SIGNATURE PAGE FOR LEASE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND AGI GROUND, INC.

IN WITNESS WHEREOF, the Parties have entered into this Non-Exclusive Operating and Lease Agreement as of the day and year first above written.

CITY OF PALM SPRINGS

Approved By:

Scott Stiles
City Manager

Date

Attested By:

City Clerk

Approved as to Form:

City Attorney

AGI GROUND, INC.

Signature
Jared Azcuy
Name

President
Title

Signature
Angelo Gencarelli
Name

Chief Financial Officer
Title

Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 44
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17 Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 45
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE f 11H ..... .,, ...... _.,.,.,.,_. __ . ________ ,... ___ ...,.., __ ,. ..................... _ A notary pubk or otflef' offlctr cmnptedn1 this~ verifies mt, ttw Identity al the rndtvldual WM slpled the dixumen t to .tlldl thiscertlfate k atbd,ed , ard l!l0l the~ accuracy, oraldltyof that document.

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Stat e of callfomf.a that the foregoing paragraph Is true and Corte<!.

WITNESS m, hi nd 1nd otllcMI SH I,
S/cN ... ____________ _
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11deor Type of Docume nt ____________ Document Date ________ _ fUMef"o f P-.ps ______ Sftner(s)OtherT hanN.-nedAbo\i e __________ _ ~otv( I.,) CloloMdbV-~•I
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--""'"""""'""'"""'""""""ao,""'°""""""""""'lfC:,l~~,.....,.,.,.,....,_, ,e ,.. .. ,,..,,,c;c o&~ 02014 N1doo1 INotfr;'As.sodatlon • WWW,NftWNgtary,org • l.eoG-US NOTMY (1-800-876-6127) lteml'S907 18 EXHIBIT “A”

3133 E. Alejo Road (Pond Hangar), Palm Springs International Airport

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I
□

12.7 ft
X

32.0 ft

12.7ft
X

8.6ft

12.7ft
X

12.7ft
..

Office w/Bath room
168 sq ft
I

85.9 ft
City of Palm Springs
Palm Springs International Airport
6185 sq ft
•• • G
Hangar Floor Space
2290 sq ft
100 ft
Large Room with bathroom and showe r (16.8 ft x 1 Oft) 168 sf (air con ditioned) Small Room with sink (12. 7 ft x 12. 7 ft)
Office (12. 7 ft x 8.6 ft)
Storage Room (12.7 ft x 32 ft)
Open Hanga r space Available
161 sf (air con ditioned)
109 sf (air con ditioned)
406 sf
8500 sf
I
50ft
_ 100ft
22ft
-
28 ft
I
19 EXHIBIT “B”

ESTOPPEL CERTIFICATE
Lessee:

Lessor:

Date of Lease:

Demised Premises:

To: _______________________________
_______________________________
_______________________________

The undersigned hereby certifies as follows:

1. The undersigned is the Lessee ("Lessee") under the above-referenced lease ("Lease") covering the above-referenced premises ("Demised Premises").

5. Lessee is currently obligated to pay Monthly Rent in installments of $________ per month, and such monthly installments have been paid not more than one month in advance. To the best of Lessee's knowledge, no other rent has been paid in advance and Lessee has no claim or defense against Lessor under the Lease and is asserting no offsets or credits against either the rent or Lessor. Lessee has no claim against Lessor for any se curity or other deposits except $ which was paid pursuant to the Lease.

6. Lessee has no option or preferential right to lease or occupy additional space within the Property of which the Demised Premises are a part. Lessee has no option or preferential right to purchase all of any part of the Demised Premises nor Docusign Envelope ID: F44151FE-EA06-4B21-8403-006F79EE135E 1T - Page 47
20 any right or interest with respect to the Demised Premises other than as Lessee under the Lease. Lessee has no right to renew or extend the term of the Lease except as set forth in the Lease.

9. All insurance which Lessee is required to maintain under the Lease has been obtained by Lessee and is in full force and effect and all premiums with respect thereto have been paid.

Dated this day of , 20_____.

By:

Its:

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21 EXHIBIT “C”

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08127113

APPENDIXA
1400.11
Appendix4
During the peno:unance of this contract, the contractor, for itself, its assignees, and sucoessors in interest (bereina.fter referred to as the "tontiacto:r") agrees as follows:
l. Compfu1Dce with Reguhttions: The contractor (hereinafter includes consultants) will com.ply with the Acts and the Regulations relali\'e to Non-discrimmation in Federally-assisted programs of the U.S. Departmeut ofT:ransportation, Federal Amtion Aclministration, as they may be amended from time to time, wlrich are inerem incorporated by reference and made a part of this contract.

2. Non-discrimination: The contractor, with regard to the work perlon:ned by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selec..tion and retention of subcontractors, including prOOURmellls of materials and leases of equipment The contractor will not participate directly or indirectly in the rliscrimmation prolul>ited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendi,; B of 49 CFR part 21.

3. Solicitations for Subcontracts, Including Procurt>ments of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be perlonned under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the ,contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin.

4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regu]ations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of infonnation, and its facilities as may be determined by the Recipient or the federal A,'Ultion Administration to be pertinmt to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the mformation, the contractor will so oertify to the Recipient or the Federa l Aria lion Administrati on, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for ~ onromptiance: In the event of a contractor's noncompliance with the Non discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Alia tion Aclminis1ration may determine to be appropriate, including, but not funited to:
51 22

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08/27113 1400.11
Appencfix4
a. withholding payments to the contractor under the contract until the contractor complies; andfor
b. cancelling, temrinati.ng, or suspending a contract, in whole or in part.

6. Incorporation of ProTisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the Federal A"iation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened wi1h litigation by a subcontractor, or supplier because of such ctirection., the contractor may request the Rec-ipient to enter into any litigation to protect the interests of the Recipient. In addition. the contractor may request the United States to enter into the litigation to protect the interests of the United States. 23 EXHIBIT “D”

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08/27/13
APPENDIX E:
14CXl11
Appendix 4
During the perlormance of this contract, the contractor, for itself;, its assignees, and successors in interest (hereinafter refined to as the "'contradorj agrees to comply with the folfowi.ng non discrimination statutes and authorities; including but not limited to:

Pe.rtineot Noo-~ 1i.mination Authorities:
• Tille VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prolnoits discrimination on the basis of race, color, national origin); and 49 CFR part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prolnoits unfair treatment ofpersons displaced or \\'OOSe property has !been acquired because ofFederal or Federal-aid programs and projects); • Section S04 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended., (prolnoits discrimination on the basis of disability); and 49 CFR part 27; • The AgeDiscriminationActofl97 5, as amended, (42 U.S.C. § 6101 et seq.), (prolnoits discrimination on the basis of ag.e);
• Allport and Airway Improvement Act of1982, (49 USC§ 471, Section 47123), as amended, (prolul>its di.scrimina,tion based on race, creed, color, mtional origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100~209), (Broadened the scope, coverage and applicability of Title VI of the Ci\iil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether snch iPrograms or activities are Federally funded or not);
• Tilles II and m of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transpoI1ation systems, places of public accommodation, and c:ertain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department ofTransportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prolnoits discrimination on the basis of race, color, national origin, and sex); • Executi\.'e Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discom:agin.g programs, policies., and activities with disproportionately high and adverse hmnan ib.ealtb or environ.mental effects on minority and low-income populations;

ATTACHMENT C

PUBLIC INTEGRITY DISCLOSURE
1T - Page 52

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

4. State where Entity is Registered with Secretary of State

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

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

________________________  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 __________________________
9130 S. Dadeland Boulevard, Suite 1801, Miami, FL 33156 AGI Ground, Inc.

Missouri
Jared Azcuy
Angelo Gencarelli
Carlos Esnard
3400 E. Tahquiz Canyon Way #20, Palm Springs, CA 92262
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i 7
-
I -
-
✓
-
✓
~
-
✓ -
✓
I
-
✓
I ___J

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 i n entity
and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER T HE LAWS OF T HE STA TE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title

Date

Angelo Gencarelli, Chief Financial Officer
Greenbriar Equity Group
Audax Private Equity
43%
43%
September 2, 2025
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lnDocuSigned by:
~~6 ~

City of Palm Springs, CA.

Business Disclosure Supplementary Instructions

In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we prov ide you these supplementa ry i nstructions to clearly identif y 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 co mprised of other business e ntities as i ts members or having a financial interest, all other such bu siness entities must als o be d isclosed, including those e ntities o ther business entities, if any.

Ultimately, th e City’s disclosure document (attached) requires a listing identif ying a ll n atural persons having any financial interest over 5% of the business entities (and any other b usiness entities comprising your business entity).

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

John D oe, Jill Doe, and Jay Doe, which is owned 50% by Acme B rothers, LLC, a Cal ifornia limited liabilit y co mpany, and John Doe (25% inte rest) and Ji ll Doe (25% i nterest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc ., a Califo rnia corporation, whose o fficers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Ac me Brothers 2, LLC, a California limited liability comp any, w hich is managed by George Doe, with G eorge Doe and Jane Doe having 50% interest each.

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

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

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

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

4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
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142777897_3

AGI GROUND, INC
AGI GROUND FOREIGN HOLDINGS CORP.

Action by Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting

March 5, 2024

The undersigned, being all of the directors of the board of directors (the “ Directors”) of AGI Ground, Inc., a Missouri corporation and AGI Ground Foreign Holdings Corp. , a Missouri corporation, (each, a “Company”, and collectively, the “Companies”), acting pursuant to Section 355.246 of the General and Business Corporations Law of the State of Missouri and in accordance with the bylaws of each Company, DO HEREBY ADOPT the resolutions hereinafter set forth as the action of the Directors of each Company by written consent in lieu of a meeting:

Resignation of Ingrid Braeuninger; Appointment of Carlos Esnard

WHEREAS: Ingrid Braeuninger has resigned from each and every position she held as an officer of the Companies on March 5, 2024.

RESOLVED: That Carlos Esnard is hereby elected to the office of Chief Operating Officer and Secretary of each Company, to serve as such until his successor is duly appointed or, if earlier, until his death, resignation or removal from office; and RESOLVED: That, effective immediatel y following the appointment of Carlos Esnard in the resolution above, the following individuals shall constitute all of the officers of each Company, respectively, holding the offices set forth opposite their name:

Name Office
Jared Azcuy Chief Executive Officer and President
Angelo Gencarelli Chief Financial Officer and Treasurer Carlos Esnard Chief Operating Officer and Secretary

General Authorization and Ratification
RESOLVED: That each Company is hereby authorized to fully perform its obligations under the foregoing resolutions and to execute, deliver and perform any such other agreements or amendments and to engage, without limitation, in such other transactions, arrangements or activities as are reasonably related to, or incident to, or which will serve to facilitate or enhance for the benefit of such Company, the transactions contemplated by these resolutions, and to enter into such other arrangements or understandings as are necessar y, appropriate or desirable to effectuate the intent of, or matters reasonably contemplated or implied by, this resolution and each of the foregoing resolutions; and any officer of each Company and such officer’s designees, acting singly or otherwise (each , an “ Authorized Officer” and collectively, the “ Authorized Officers ”) is authorized from time to 1T - Page 56

142777897_3
time, on behalf of such Company, to execute, acknowledge, file and deliver any agreements, certificates, modifications, notices, waivers, consents or other documents, and to take such other action, including the payment of any fees and expenses, by his or her judgment necessary or desirable in connection with the foregoing resolutions, the taking of any such action to be conclusive evidence that the same has been authorized and approved by the Directors.

RESOLVED: That the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of any Authorized Officer to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions.

RESOLVED: That all actions previously taken by any Authorized Officer or any manager, officer, employee or agent of each Company in connection with or related to the matters set forth in or reasonably contemplated or implied by the foregoing resolutions be, and each of them hereby is, adopted, ratified, confirmed and approved in all respects as the acts and deeds of such Company.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this written consent as of the date first set forth above.
[Signature Page to Written Consent of the Directors of AGI G round, inc.} 1T - Page 58

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICE AGREEMENT NO. 25B285 WITH TROVAO & ASSOCIATES, INC. DBA THE CHRISTMAS LIGHT GUY

COMPANY FOR HOLIDAY DECORATION INSTALLATION SERVICES
FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:

This action will approve Construction Contract No. 25B285 with Trovao & Associates, Inc. dba The Christmas Light Guy Company, in the amount not to exceed $240,000 for holiday decoration installation services.

RECOMMENDATION:
1) Approve Contract Service Agreement No. 25B285 with Trovao & Associates, Inc. dba The Christmas Light Guy Company, to provide holiday decoration installation services in an amount not to exceed $ 240,000 for the initial three-year term beginning on September 26, 2025 , through September 25, 2028 , with two one - year extension options at the City’s sole discretion; and 2) Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form ( Attachment B), Trovao & Associates, Inc. is a corporation registered in the state of California.

BACKGROUND:

The Public Works Department is responsible for the i nstallation, maintenance, repairs, removal and storage of holiday decorati ve lighting elements operations from November 4th until Mid-January each year. Decorations include shooting stars, five-point stars and skyline displays installed at various locations on Palm Canyon Drive and in Downtown areas, the Christmas tree at Francis Stevens Park, and other lighting decorations at City Hall and Palm Springs Visitors Center.
1U - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Award Holiday Decoration Installation Services Contract

STAFF ANALYSIS:

An Invitation for Bids (IFB 25-13) was initiated by the City’s Procurement and Contracting Department on August 18, 2025, based on the Public Works department’s specifications.

Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. Seven bids were received by the September 11, 2025, deadline as follows:

Vendor Bid
Trovao and Associates, Inc. – Stanton, CA $52,405.00
Rkljs Corp – Fontana, CA $55,240.00
Elite Creations – San Antonio, TX $62,415.00
BrightLife Designs – Huntington Beach, CA $71,425.00
Southern California Lighting Inc. – Lake Elsinore, CA $73,950.00 St. Nick's – La Palma, CA $107,268.31
Decor IQ – Garden Grove, CA $127,532.57

The IFB was structured to secure set unit pricing for the regular annual services relating to the storage, installation, and removal of holiday décor, as well as to obtain an hourly rate for labor and markup percentage for as-needed type services to cover any necessary repairs throughout the contract to ensure the décor remains operable. The bids were used to determine the lowest, responsive, responsible bidders and to set the unit rates for the contracts; however, the actual amount of the contracts is based on the budgeted amount set by the Department and will therefore not match the bid amounts.

Staff recommends approval of Contract Service Agreement No. 25B285 with Trovao & Associates, Inc. dba The Christmas Light Guy Company in an amount not to exceed $240,000. The unit pricing is fixed for the initial 3 years and subject to CPI increase for the additional years.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports the City Council strategic plan to provide quality, well maintained infrastructure and facilities.
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City Council Staff Report
September 25, 2025 -- Page 3
Award Holiday Decoration Installation Services Contract

FISCAL IMPACT:

Funds for these services are budgeted and available in the current Fiscal Year 2025-2026 Downtown Maintenance account 1006520-40105 and will be budgeted in subsequent fiscal years.

REVIEWED BY:

Assistant Director of Public Works: Daniel Martinez
Public Works Director: David McAbee
Procurement and Contracting Manager: Tabitha Richards
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Service Agreement No. 25B285
B. Public Integrity Disclosure Form

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ATTACHMENT A
1U - Page 4
CONTRACT SERVICES AGREEMENT 25B285

HOLIDAY DECORATION INSTALLATION SERVICES

This Contract Services Agreement (“Agreement”) is made and entered into this 26 day of September 2025, (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Trovao & Associates, Inc. dba The Christmas Light Guy Co. , a California Corporation , (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS

A. City requires the services of a Contractor, for Holiday Decoration Installation Services (“Project”).

B. Contractor has submitted to City a proposal to provide holiday decoration installation services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. SERVICES OF CONTRACTOR

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

1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and, (4) the Contractor ’s signed, original proposal submitted to the City (“ Contractor’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Contractor’s Schedule of Compensation, which is attached as Exhibits “B” is incorporated herein by this reference and are made a part of this Agreement. The Sc ope of Services shall include 1U - Page 5
the Contractor’s Proposal. All provisions of the Scope of Services, the City’s Request for Proposals and the Contractor’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1 st) the provisions of the Scope of Services (Exhibit “A”); (2 nd) the provisions of the City’s Request for Proposal; (3 rd) the terms of this Agreement; and, (4 th) the provisions of the Contractor’s Proposal.

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

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

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

If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services . Should the Contractor discover any latent or unknown conditions that will materially affect the performance of the Services, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor 's risk until written instructions are received from the City.

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of two hundred forty thousand dollars ($240,000.00) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” The method of compensation shall be as set forth in Exhibit “ B.” C ompensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2.

2.2. Method of Payment . Un less another method of payment is specified in the Schedule of Compensation (Exhibit “ B”), in any month in which Contractor wishes to receive payment, Contractor shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Contractor and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during 1U - Page 6
the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Contractor within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.

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

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years, commencing on September 26, 2025, and ending on September 25, 2028, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms

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

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

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

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure 1U - Page 7
Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.

The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4. COORDINATION OF WORK

4.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement:

Andrea Gonzales Trovao - Secretary, It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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

4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent 1U - Page 8
of City. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability under this Agreement without the express written consent of City.

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

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

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

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

4.5 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), 1U - Page 9
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

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

5. INSURANCE

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

A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section.

required

x is not required;

(1 ) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware o f any facts which may lead to such a claim against Contractor ; or ( b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement.

(2 ) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In 1U - Page 10
the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.

(3 ) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.

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

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

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

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

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

5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement:
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A. For any claims related to this Agreement, Contractor ’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it.

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

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

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

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

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

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

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

I. Requirements of specific insurance coverage features or limits contained 1U - Page 12
in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

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

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

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

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

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

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

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

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

C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." 1U - Page 13
Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.

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

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

6. INDEMNIFICATION

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

6.2 Design Contract Services Indemnification and Reimbursement.

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

7. REPORTS AND RECORDS

7.1 Accounting Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. 1U - Page 14
Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

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

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations , and other materials prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all resulting damages. Contractor may retain copies of such documents for their own use.

Contractor shall have an unrestricted right to use the concepts embodied tin this Agreement.

Contractor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them . I n the event Contractor fails to secure such assignment, Contractor shall indemnify City for all resulting damages.

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

All information gained by Contractor in the performance of this Agreement shall be considered confidential and shall not be released by Contractor without City’s prior written authorization.

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

1U - Page 15

8. ENFORCEMENT OF AGREEMENT

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

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

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

A. If the City Manager, or his designee, determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2.

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

8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
1U - Page 16

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

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

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

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

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10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement. Intentionally Omitted

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

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

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

To Contractor: Trovao & Associates, Inc. dba The Christmas Light Guy Co.

Attn.: Andrea Gonzales Trovao, Secretary
7542 Santa Rita Cir.

Stanton, CA 90680

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

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

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

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

10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party 1U - Page 18
beneficiary or otherwise, upon any entity or person not a party to this Agreement.

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

10.8. Corporate Authority. Each of the undersigned represents and warrants that (i ) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.

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

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

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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN

THE CITY OF PALM SPRINGS AND TROVAO & ASSOCIATES, INC DBA THE CHRISTMAS LIGHT GUY CO.

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

1U - Page 20
EXHIBIT “A”

SCOPE OF SERVICES

Scope of Work:

A. Contractor shall furnish all necessary equipment, labor, and material necessary to install, maintain, remove, and store holiday decorations for a three-year period.

B. Installation deadline : All holiday lighting a nd decorat ions must be fully installed , tested , and operational no later than November (yearly). Decorations include, but are not limited to, the following:

1. 183 Shooting Stars - Installed on City palm trees along Palm Canyon Drive, from Vista Chino south to Baristo Road.

2. 98 Five-Point Stars - Installed on decorative City light poles along Palm Canyon Drive (Vista Chino to Baristo) and Arenas Road (Indian Canyon to Calle Encilia).

3. 3 Skyline Displays - Installed across intersections or thoroughfares at various Downtown locations (to be determined by City staff).

4. One 22' Rotating Christmas Tree - Installed at Francis Stevens Park.

5. One Four-Piece Deer Family Display - Installed at the City entrance along Highway 111.

6. 300 Linear Feet of Garland with Lights - Installed in front of City Hall.

7. Holiday Lighting at the Palm Springs Visitor Center Awning -Approximately 440 Bulb Strand:
a. Under-ca nopy lights shall be spaced at 12 inches apart. b. Perimeter (I-beam) lights shall be spaced 18 inches apart if using S14 bulbs, or 12 inches apart if using C9 bulbs.
c. Hooks (beam clamps ) under the canopy will be installed every 4 feet, equating to one clamp per four bulbs.
d. On the perimeter I-beam, a beam clamp must be installed for every bulb. e. Installation shall be clean, secure, and weather-resistant, and shall not damage the existing structure.
f. Refer to the attached lighting documentation for diagrams and additional technical details.

8. Installation locations: All installation locations shall be finalized and approved by the City. The Contractor i s respons ible for v erifying feasibility and installation constraints. The City will secure any necessary permissions from property owners, lessees , or governmental entities.
1U - Page 21

Schedule:

Payment:

Invoicing:

9. Electrical supply: The City will provide electrical power and UL -compliant connections within 20 feet of each decoration site. The Contractor shall provide extension cords as needed. All electrical costs will be covered by the City.

10. Permits: The Contractor shall obtain all required permits and comply with applicable laws and codes. The City will reimburse the Contractor for the actual cost of required permits only.

11. Maintenance and Inspection: The Contractor must inspect all decorations prior to installation and periodically during the display period. Maintenance and repairs (e.g., replacing garland, bulbs, wiring, sockets) are the Contractor's responsibility at no additional cost.

12. Testing : Contractor must furnish and carry a generator and conduct on-site testing of each decoration before final installation.

13. Equipment Requirements: Contractor must have access to a boom truck with a 35- ft minimum reach.

14. Traffic Control: Contractor shall prepare and implement all required traffic control plans and supply signage and devices to ensure public safety during installation and removal.

15. Response Time: Contractor shall respond to outages or failures within 24 hours of notification and complete necessary repairs promptly.

16. Removal and storage: All decorations shall be removed and returned to City storage at the City Yard no earlier than January 15 or upon the conclusion of the Palm Springs International Film Festival, whichever is later.

All holiday lighting and decorat ions must be fully insta lled, tested , and operat ional no later than November 4th and removal no earlier than January 15th , however city will provide the final Installation and remo val schedu le in advance every year .

For all serv ices which the Contractor is obligated to perfo rm under this Contract , the City shall pay to the Cont ractor per the bid provided by Contractor and set out in E xhibit "A" of the Contract Services Agreement.

Contractor will submit an itemized invoice. Billings must reference a purchase order number and shall indicate the unit (contract ) price. Contractor will be paid for actual work performed which may or may not be equal to the purchase order amount. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form.

Contractor must provide back-up documentation for materials , subcontracto r, rented equipment , perm its, disposa l and recycling fees. Invoices that are submitted with incorrect prices may be returned for correct ion before any payments to the contractor are autho rized. It shall be the contractor 's respons ibility to submit a correct invoice. The City shall not be respons ible for paymen t until a correct invoice is received . The invoice shall be accompa nied by receipts , dated , and signed by a City Employee, verifying the work was done. Invoices and receipts will be subm itted to the Contract Officer for approval. All invoices are to be sent as one document , per month to: pwbillinq@palmspr inqsca .gov 1U - Page 22

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1U - Page 23
EXHIBIT “B”

SCHEDULE OF COMPENSATION

BID FORM
INVITATION FOR BIDS (IFB 25-13)

HOLIDAY DECORATION INSTALLATION SERVICES
Responding to this IFB for Holiday Decoration Installation Services, the undersigned bidder proposes and agrees to provide the services and work in accordance with the specifica tions. Bidder proposes and agrees to furnish all labor, equipment, materials, supervision, and service necessa ry to complete said Work in accorda nce with the Specifications of the City of Palm Springs and will accept as full payment therefore, the following unit cost amounts. The City of Palm Springs will not accept any additional charges, fees, etc. that are not already included or incorporated in the below unit costs .

For the initial three years of the Agree ment term, the Unit P ricing shall remain fixed. For optional years 4 a nd 5 , Contractor may request a price adjustment not to exceed the B ureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside/San Bernadi na/Ontar io region for the prior 12 month period effective on the anniversary date. Optional r enewal y ears 4 a nd 5, and any assoc iated CPI increase, are at the mutual consent of the City and the Contractor.

ESTIMATED UNIT PRICE SUBTOTAL

ITEM DESCRIPTION UNIT QUANTITY
1 Shooting Stars - Installation, EA
maintenance , removal, and
storage. L ocation: City palm tree' 183 $120 $21,960
along Palm Canyon (Vista Chino
to Baristo)
2 Five-Point Stars - Installation, EA
maintenance , removal, and
storage. L ocation: Light poles on 98 $65 $6,370 Palm Canyon (Vista Chino to Baristo) and Arenas Rd (Indian
Canyon to Calle Encilia)
3 S kyline Displays - Installation, EA
maintenance , removal, and 3 $1,250 $3,750 storage. Downtown locations (TBD by City)
4 22' Rotating Christmas Tree - EA
Installation, maintenance, 1 $6,000 $6,000 removal. Location: Francis Stevens Park.
5 Four-Piece Deer Display - Set
Installation, maintenance,
removal. 1 $1,500 $ 1,500
Location: City entrance on
Highway 111.
6 Garland with Lights - Installation, Per
maintenance , removal, and 100ft 3 $1,200 $3,600 storage. Location: City Hall frontage (300 linear feet in total).
1U - Page 24

7 Visitor Center Awning Lighting - Lump
Installation, maintenance, sum
removal. 1 $2,975 $2,975 Location: Palm Springs Visitor Cente r per scope attached.
8 Parts and Materials (Enter your % %
mark-up) (Example for 10% the 5% $5,000 subtotal = $5,500; for 20% the $5,250 subtotal = $6,000)
9 Laborr Billing Rate HR
(As needed on-call repairs after the $80
installation is complete)
10 On-Site Testing with Generator EA 1 $400 $400 (per deployment) 11 Traffic Control Plan & EA
Implementation for 2 $300 $600
Installation/removal events.

TOTAL $52,405
Firm Name: Trovao & Associates, Inc. dbalihe Christmas Light Guy Co.

DIR Number: N/A ------------,---------------
Signature of Authorized Person : _l ....... AJt= _______________ _ Printed Name: Andrea Gonzales Trovao
Title: Secretary
Date: 09/10/2025
1U - Page 25
EXHIBIT “C”

EXECUTIVE ORDER N-6-22 CERTIFICATION
INVITATION FOR BIDS (IFB 25-13)

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

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

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

Signature: ~
Printed Name: Andrea Gonzales Trovao
Title: Secretary
Firm Name:Trovao & Associates. Inc. dbaThe Christmas Light Guy Co.

Date: 09/10/2025
1U - Page 26

ATTACHMENT B

1U - Page 27

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Pri ncipal Place of Business)

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

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

5. Type of Entity
F Corporation F Limited Liability Company F Partnership F Trust F 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
________________________ F Officer F Director F Member F Manager
[name] F General Partner F Limited Partner
FOther
___________________________
_______________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner
F Other
__________________________
________________________________ F Officer F Director F Member F Manager Trovao & Associates, Inc. dbaThe Christmas Light Guy Co. 7542 Santa Rita Cir, Stanton, CA 90680
California
Frank Trovao
Andrea Gonzales Trovao
1U - Page 28

[ n a m e ] F General Partner F Limited Partner
FOther
__________________________

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 benefici al interest in entity
and name of entity]
A.

[name of owner/investor]

[percentage of benefici al interest in entity
and name of entity]
B.

[name of owner/investor]

[percentage of benefici al interest in entity
and name of entity]
C.

[name of owner/investor]

[percentage of benefici al interest in entity
and name of entity]
D.

[name of owner/investor]

[percentage of benefici al interest in entity
and name of entity]
E.

[name of owner/investor]

[percentage of benefici al 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

Frank Trovao
Andrea Gonzales Trovao
85%
15%
Andrea Gonzales Trovao, Secretary 09/10/2025
1U - Page 29

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT 3 TO CONTRACT SERVICES AGREEMENT NO. A9152 WITH UPBEAT PARADE PRODUCTIONS, LLC, FOR

PARADE PRODUCTION SERVICES FOR THE PALM SPRINGS

VETERANS DAY PARADE AND THE PALM SPRINGS FESTIVAL OF

LIGHTS PARADE
FROM: Scott C. Stiles, City Manager
BY: Nicholas S. Gonzalez, Director of Parks & Recreation SUMMARY:

This action will approve Amendment No. 3 to Contract Services Agreement No. A9152 with Upbeat Parade Productions, Inc., for parade production services for the Palm Springs Veterans Day Parade and the Palm Springs Festival of Lights Parade , for an additional amount of $4 58,000 and extending the term two years through October 18, 2027, for a revised contract amount not to exceed $1,015,000.

The Upbeat Parade Productions services will continue to provide curated parade production services for the City’s visitors, residents, and community members who enjoy the special event parades each year in Downtown Palm Springs.

RECOMMENDATION:
1) Approve Amendment No. 3 to Agreement A9152 ( Attachment A ) with Upbeat Parade Productions, LLC for parade production services for an additional amount of $458,000, for a total revised contract amount not to exceed $1,015,000 and extend the term two years through October 18, 2027;
2) Authorize the City Manager to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure Form ( Attachment E), Upbeat Parade Productions Inc., is a California Limited Liability Company registered in the state of California.
1V - Page 1
City Council Staff Report
September 25, 2025 – Page 2
Amendment 3 – Upbeat Parade Productions
BACKGROUND:

The Department of Parks & Recr eation oversees the production and management of many special events throughout the City of Palm Springs. Special events are a vital contributor to the City’s economic infrastructure and are a crucial component in the development of the City’s unique identity . These events provide a variety of activities to residents and community members throughout the year ranging from small community gatherings to major parades , such as the annual Veterans Day Parade and Festival of Lights Parade. Residents and visitors alike are encouraged to visit our beautiful city and enjoy all we have to offer.

On October 19, 2022, the City entered into Contract Services Agreement A9152 (Attachment B ) with Upbeat Parade Productions , LLC to provide parade production services for the Palm Springs Veterans Day and Festival of Lights Parades for an amount not to exceed $147,000 over the three-year term. On October 24, 2022, the City Manager approved Amendment No. 1 to that agreement (Attachment C) to expand the scope and add additional one-time services, such as inflatable balloons, holiday floats, and costumes, for an additional amount of $50,000 and a revised contract amount not to exceed $1 97,000. City Council approved Amendment No. 2 (Attachment D ) on September 14, 2023, for the purpose of including additional inflatable balloons, holiday floats, and costumes over the contract term for an additional amount of $360,000 and a revised contract amount not to exceed $557,000.

The City of Palm Springs is known regionally for the exciting productions of the Veterans Day and Festival of Lights Parades. These parades are known to both visitors and residents as an adored holiday tradition. Parades bring our community members together and create civic pride, celebrate the holiday season, and create a unique tourism event for visitors.

Entertainment for these parades requires a substantial number of resources to ensure the entertainment matches the theme of each parade and creates ex citement for the attendees. These parades host a variety of marching bands from all over California and surrounding states, performance groups, celebrities, and family-friendly characters.

One of the City’s long standing event traditions is the Veterans Day Parade, which honors military veterans. This event is held every Veterans Day, November 11, beginning with an aerial flyover provided by the Palm Springs Air Museum; a large procession filled with the Coachella Valley’s most honored Veterans; community organizations that support Veterans; and concludes with a live concert performance and a spectacular firework show. This year’s Veterans Day Parade marks the 28th Annual Veterans Day Parade, and for 15 consecutive years the City of Palm Springs has been r ecognized as a Regional Site for the observance of Veterans Day by the U.S Department of Veterans Affairs.

The Palm Springs Festival of Lights Parade is a signature holiday tradition that lights up downtown Palm Springs on the first Saturday of each Decem ber. The Parade features 1V - Page 2
City Council Staff Report
September 25, 2025 – Page 3
Amendment 3 – Upbeat Parade Productions
dazzling floats, marching bands, community groups, and festive performers decked out in brilliant lights. The Parade captures the magic of the season and creates much excitement and joy for the holidays. Thousands of residents and visitors gather along Palm Canyon Drive to celebrate this beloved event, which has become a hallmark of Palm Springs’ unique holiday spirit and community pride.

STAFF ANALYSIS:

In recent years, City staff ha ve worked with Upbeat Parade Productions to make both parades more exciting and visually appealing for the thousands of visitors, residents, and community members who enjoy the parades in Downtown Palm Springs. The parades are televised locally and with a strategic goal of expanding viewership to a larger region.

To ensure these parades do not get stale or repetitive, staff must continue to explore the improvement of the visual experience of the parades.

This Amendment No. 3 will allow Palm Springs to continue producing stellar parades for the community by authorizing a two -year term extension through October 17, 2027, for an additional $458,000 and a revised contract amount not to exceed $1,015,000.

Services from Upbeat Parade Productions for 2025 are estimated to cost $221,000, and this amendment requests an amount not to exceed $229,000 per year. Services for the 2025 Veterans Day Parade are expected to cost $36,000, which includes five helium balloons and the helium to i nflate the balloons, and one professional float. The 2025 Festival of Lights Parade services are expected to cost $185,000, which includes eleven helium balloons and the helium to inflate the balloons, five professional floats, four mini/inflatable floats with twenty -five holiday costumes, up to six licensed costume characters, three movie cars and special guests. The Department of Parks & Recreation staff have assessed the costs for the length of the contract extension, and this will continue to make the C ity of Palm Springs be a standout for these two parades. Only services rendered by Upbeat Parade Productions will be billed to the City.

Due to the continued success in working with the City and managing these two large parades, staff are recommending approval of this Amendment No. 3 with Upbeat Parade Productions to Agreement No. A9152.

ENVIRONMENTAL IMPACT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
1V - Page 3
City Council Staff Report
September 25, 2025 – Page 4
Amendment 3 – Upbeat Parade Productions
ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council ’s Strategic Plan Broad Goals of Public Safety and Community Services, and Economic Development.

FISCAL IMPACT:

The City’s General Fund Budget includes appropriations in the Department of Parks & Recreation Budget for these services.

REVIEWED BY:

Director of Parks & Recreation: Nicholas S. Gonzalez
Procurement and Contracting Manager: Tabitha Richards
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No. 3 – Upbeat Parade Productions
B. Service Agreement No. A9152 with Upbeat Parade Productions C. Amendment No. 1
D. Amendment No. 2
E. Public Integrity Disclosure
1V - Page 4

ATTACHMENT A
1V - Page 5
AMEND
MENT NO. 3 TO THE PARADE PRODUCTION SERVICES
AGREEMENT A9152 BETWEEN THE CITY PALM SPRINGS AND

UPBEAT PARADE PRODUCTIONS

1. Parti
es and Date.

This Amendment No. 3 to the Parade Productions Services is made and entered into as of this 26th day of September 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Upbeat Parade Productions, a Limited Liability Corporation, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recital
s.

2.1 Agreem
ent. City and Contractor entered into an agreement titled “Parade Productions Services” dated October 19, 2022, (“Agreement”) for the purpose of retaining the services of Contractor to provide parade production services for the Palm Springs Veterans Day and Festival of Lights Parades in a total amount of and shall not exceed $49,000 per year, for an amount not to exceed $147,000 over an initial three year term through October 18, 2025, unless extended by mutual written agreement of the Parties.

2.2 First Amendment. City and Contractor entered into Amendment No. 1 to the Agreement, dated October 24, 2022, for the purpose of including additional services for inflatable balloons, holiday floats, and costumes to the Scope of Services for an additional amount of $50,000 for a revised total contract amount not to exceed $197,000.

2.3 Second Amendment. City and Contractor entered into Amendment No. 2 to the Agreement, dated July 15, 2023, for the purpose of including additional services for inflatable balloons, holiday floats, and costumes for an additional amount of $360 ,000 for a revised total contract amount not to exceed $557,000 per year.

2.4 Amendm
ent Purpose. City and Contractor now desire to amend the Agreement to extend the term through October 18, 2027 , and add additional compensation in the amount of $458,000 in accordance with the revised scope of services attached hereto as Exhibit A.

2.4 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

3.1 Amendm
ent. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1 Compensation of the Contractor . Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $1,015,000.00.”

3.2 Amendm
ent. Section 4.4 of the Agreement is hereby amended in its entirety to read 1V - Page 6
as follows:
“4.4 Term: Unless earlier terminated in accordance with section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 5 years, commencing on October 19, 2022 and ending on October 18, 2027, unless extended by mutual written agreement of the Parties.”

3.3 Amendm
ent. Exhibit “A” Contractor’s Scope of Services/Work Including, Schedule of Fees and Schedule of Performance of the Agreement is hereby amended to incor porate Exhibit “A” and “B” attached hereto and incorporated herein by reference.

3.4 C ontinuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3

3.5 Adequate
Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

3.6 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7 Counter
parts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIG
NATURES ON FOLLOWING PAGE]
1V - Page 7
SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE PARADE PRODUCTION SERVICES

AGREEMENT BETWEEN THE CITY PALM SPRINGS AND UPBEAT PARADE PRODUCTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONT
RACTOR :

By: By:

Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: TBD Item No. TBD

APPROVED
AS TO FORM: ATTEST:

By: By:

City Attorney City Clerk
APPROVED:

By: Dat
e:

City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Assistant Director/Manager – up to $5,000
1V - Page 8

EXHIBIT A

SCOPE OF WORK
Contractor shall provide parade production services for special events for the Parks & Recreation Department.

SERVICES/
DELIVERABLES SCHEDULE:

PALM SP
RINGS VETERANS DAY PARADE – November 11, 2025
• 5 Cold Air/
Helium Balloons
• Helium for Balloons
• 1 Professional Float
PALM SPRINGS FESTIVAL OF LIGHTS PARADE – December 6, 2025 • 11 Helium Balloons
• Helium for Balloons
• 5 Professional Floats
• 4 Mini or Inflatable Floats with 25 Holiday Costumes
• Up to 6 License Costume Characters
• 3 Movie Cars and possible Special Guests
• Upbeat Parade Accounting Service for Managing Content 1V - Page 9

EXHIBIT B

SCHEDULE OF COMPENSATION
Contractor shall provide the parade production services for an additional 12 – month period for special events of the Parks & Recreation Department, based on attached quote.

SERVICES
AND FEES:

PALM SP
RINGS VETERANS DAY PARADE – November 11, 2025

PALM SP
RINGS FESTIVAL OF LIGHTS PARADE – December 6, 2025

TOTAL COM
BINED ESTIMATED PRICE = $221,000 (NOT TO EXCEED $229,000 - 2025) 1V - Page 10

ATTACHMENT B
1V - Page 11
Contract
Company Name:

Company Contact:

Summary of Services:

Contract Price:

Funding Source:

Upbeat Parade Productions
Ray Pulver
Parade Production Services
$49,000.00 annually
TBD

CONTRACT ABSTRACT
Contract Term: 3 years with 2 one-year renewal options
Contract Administration
Lead Department: Recreation
Contract Administrator: Jasmine Waits
Contract Approvals
Council/ Community Redevelopment
Agency Approval Date:

September 29, 2022
Agenda Item No./ Resolution No.:

Agreement No: 9152
Contract Compliance
Exhibits: Yes
Signatures:

Insurance: Yes
Bonds NIA
Contract prepared by: Leigh Gileno
Submitted on: 7/2/2022
Note:

By: L.Gileno
1V - Page 12
CONTRACT SERVICES AGREEMENT A9152

PARADE PRODUCTION SERVICES
THl�c&OO�ENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on ______ , 2022, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Upbeat Parade Productions, a Limited Liability Corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties".

RECITALS
A. City requires the services of a Parade Organizer, for the Palm Springs Veterans Day and Festival of Lights Parade ("Project").

B. Contractor has submitted to City a proposal to provide parade production services for the Palm Springs Veterans Day and Festival of Lights Parade under the terms of this Agreement.

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

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

AGREEMENT

1. CONTRACTOR SERVICES

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

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

Page 1 of 20 ends

Palm Springs City CouncilSeptember 25, 2025

Palm Springs City Council
September 25, 2025