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1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $49,000.00 per year.
3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice.
3.3 Changes. In the event any change or changes in the 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.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer.
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4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten ( 10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a 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.
4.4 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 3 years unless extended by mutual written agreement of the Parties.
4.5 Termination Prior to Expiration of Term. 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. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Ray Pulver, Owner.
It is expressly understood that the experience, knowledge, education, capability, 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 under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.
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5.2 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.
5.3 Prohibition Against Subcontracting or Assignment. 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 provision 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.
5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.
Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. Contractor shall not have any authority to bind City in any manner.
5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.
Name: Title:
Ray Pulver
Jeffrey Sinn
Ingrid Lundquist
Patricia Brooks
Annette Jennings
Jim Becker
Gail Stewart
Owner
Staging Manager
Staging Manager
TV Stage Flow Manager
Staging Manager
Staging Manager
TV Stage Manager
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5.6 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), 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).
8. 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.
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. 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 Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified
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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.
7.2 Design Professional 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.
8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.
8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and 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.
8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents 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 or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.
8.4 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.
8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and 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.
9. ENFORCEMENT OF AGREEMENT
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9.1 California Law. This Agreement shall be construed and interpreted both as to validity and 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.
9.2 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.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting Party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.
9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. 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.
9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.6 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.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.
10.2 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 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.
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10.3 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.
11. MISCELLANEOUS PROVISIONS
11.1 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 and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.
To City: City of Palm Springs
To Contractor:
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Upbeat Parade Productions
Attn: Ray Pulver, Owner
5320 Cedar Grove Circle
San Jose, CA 95123
11.2 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.
11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees.
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11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 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.
11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND UPBEAT PARADE PRODUCTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: -�_P_ulwJr _____ _
Signature
Date: 10/5/2022
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
09/29/2022 lW
Date: __ _ Item No. __ _
APPROVED AS TO FORM:
By: _J_4f_b_olti_·�-----
APPROVED:
Jeffrey S. Ballinger,
City Attorney
tUt-SOvb� By: __________ _
City Manager - over $50,000
By:------------
Signature
(2nd signature required for Corporation)
Date: __________ _
ATTEST:
By: _!7VuA,_�_P_V'U., ____ _
Brenda Pree
City Clerk
Date: 10/19/2022
Deputy/Assistant City Manager - up to $50,000
Director - up to $25,000
Manager - up to $5,000
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EXHIBIT"A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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1.1 Scope:
Generally, the scope of work consists of but is not limited to the following for each parade:
(*please note that parade routes are subject to change and have not been decided yet and are therefore not available at this time).
A. Festival of Lights Parade:
The Contractor shall be responsible for furnishing all labor, materials, supplies and equipment necessary to organize, coordinate and produce the annual Festival of Lights parade pursuant to the requirements contained herein. The parade theme shall be determined by the City. The City estimates the cost of this work at $25,000 annually. The minimum production services required include, but are not limited to, the following:
1. Prepare, produce, mail (including postage), process and accept all parade applications.
2. Conduct recruitment of parade entries (not to exceed 90 entries).
3. Coordination of parade line-up.
4. Staging of parade on designated city streets.
5. Provide parade monitors per the designation
6. Coordination of post-stage parade dispersal.
7. Develop an online application process.
8. Coordinate with the TV broadcasting station prior to the parade and day of the parade.
9. Provide staffing for the broadcasting prior to, throughout and post the live broadcasting.
10. Develop a detailed timeline of parade activities.
11. Compile and edit entrant information and prepare scripts for the announcers
12. Meet with Special Event Planning Team (SEPT) monthly to review parade plans, and to take and follow direction on all safety related issues including Palm Springs Fire Department regulations for parade entries. Provide timely and accurate reports regarding the progress of the parade's production at each monthly meeting, including a preliminary budget, schedule and list of entries participating (final list required no later than ten ( 10) days prior to parade date.
13. Provide a lineup, site map, event layout, staging plan, and route map to SEPT for approval at least thirty (30) days prior to the event. The SEPT shall give direction as to placement of the Palm Springs City Council, and any other City related entries, in the parade line-up. In the event of inclement weather, event production company may request an alternate date for the parade with express written approval by the City.
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14. Responsible for obtaining all certificates of insurance and liability release forms from all parade entries, volunteers, sub-contractors, and vendors participating in the parade.
15. Maintain a Contract and accessible line of communication with the City staff and cooperate with the City and its representatives.
16. Recruit, hire, train, coordinate and supervise all volunteers and all their activities as required through SEPT review. Provide guidance, advice, and supervision for the adherence to the rules and regulations of the City to all parade participants.
17. As this is the City's event, the company awarded the contract will coordinate with and obtain approval from the Office of the City Manager for all fundraising and sponsorship solicitation efforts. Furthermore, the terms and conditions of any fundraising and sponsorship revenue sharing shall be negotiated and incorporated into the contractual agreement between the parties. Proposers are encouraged to include in their submittal creative fundraising and sponsorship ideas as well as any additional parade activities and programs for both the spectators and entrants.
18. The production company is to review and get approval from the City of the recruitment plan for the entries and event staff. No marketing or promotion activities of the parade itself is permitted by the event production company. All such marketing efforts or event promotion activities of the parade will be handled directly by the city.
19. No vendors will be permitted along the parade route.
20. Event Production Company is required to provide complete staffing for all parade administrative, staging & dispersal activities (including pre-stage and post-stage).
The City shall provide road-closure and public safety (police, fire, emergency medical) services and personnel only. Event Production Company is responsible for all application printing, production, processing, mailing, postage, parade entry signage, and any/all other costs associated with parade operation and production activities.
21. Recruit, hire, train and supervise 30-35 event staff to serve as parade marshals for the parade route. Parade marshals are to monitor the contingents along the route to ensure a steady and forward moving parade pace. Parade Marshals are to gently enforce parade rules as they apply to each contingent.
22. The City shall be responsible for ordering and placement of the portable restrooms.
23. Provide at least one (1) workshop that covers both float building and parade entertainment.
24. Attend and present at the pre-parade safety meeting.
25. Recruitment of participants and parade entertainers.
26. The City's Special Events Manager shall be responsible for notifying all property and business owners along the route of the parade concerning the anticipated date, time, and length of any street closure.
27. Prepare a final post event report including appropriate oversight documentation, record keeping of all expenses, including budgets, contract bids, requests, and billing.
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28. The parade requires that all floats, walkers, vehicles, equestrian units be lit with colored or white lights. (Only exception - Marine Corps Combat Center Band - they are not permitted to have any lights or decorations on their uniforms). No candy or trinkets may be thrown from any parade entry, nor may they be distributed walking alongside a parade entry. The production company is responsible for collecting a copy of a valid driver's license, proof of insurance and current registration from all automotive entries in the parade. All parade entries must have a holiday design.
B. Veterans Day Parade:
The special event production company awarded this contract shall be responsible for furnishing all labor, materials, supplies and equipment necessary to organize, coordinate and produce the annual Veterans Day parade pursuant to the requirements contained herein. The parade theme shall be determined by the City. The city estimates the cost of this work at $10,000 annually. Note that this is a Request for Proposals, not a "low-bid" solicitation, therefore price is not the sole determining factor and will be negotiated between the city and the successful production company. The minimum production services required include, but are not limited to, the following:
1. Develop a detailed timeline of parade activities.
2. Develop an online application process.
3. Conduct recruitment of parade entries (not-to-exceed a total 50 approved entries);
4. Prepare, produce, mail (including postage), process and evaluate all parade applications.
5. Coordination of parade line-up.
6. Compile and edit entrant information and prepare scripts for the announcers.
7. Staging of parade on designated city streets.
8. Provide parade monitors
9. Coordination of post-stage parade dispersal.
10. Recruit, hire, train, coordinate and supervise all volunteers and all their activities as required through SEPT.
11. Recruit, hire, train and supervise ten (15) event staff to serve as parade monitors along the parade route to ensure a steady and forward pace.
12. Coordinate with the TV broadcasting station prior to the parade and day of the parade.
13. Provide staffing for the broadcasting prior to, throughout and post the live broadcasting.
14. The City's Special Events Manager shall be responsible for notifying all property and business owners along the route of the parade concerning the anticipated date, time, and length of any street closure.
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15. The production company is responsible for collecting a copy of a valid driver's license, proof of insurance and current registration from all automotive entries in the parade.
16. Prepare a final post event report including appropriate oversight documentation, record keeping of all expenses, including budgets, contract bids, requests and billing.
1.2 Schedule:
Work will begin upon issuance of a Notice to Proceed and continue for three years with two one-year renewal options.
1.3 Compensation:
Work will be compensated on a lumpsum basis for each parade. Contract pricing includes all labor, administrative, clerical, communications, travel, equipment, production, and any/all other costs, including any "special costs", associated with the scope of work and production of each parade as defined herein. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. Pricing per parade as follows:
DESCRIPTION TOTAL
Veterans Day Parade $17,000.00
Include a detailed cost breakdown scope
element, including all labor, administrative,
clerical, communications, travel, equipment,
production, and any/all other costs, including any
"special costs", associated with the scope of
work to produce the Veterans Day Parade.
Festival of Lights Parade $32,000.00
Include a detailed cost breakdown scope
element, including all labor, administrative,
clerical, communications, travel, equipment,
production, and any/all other costs, including any
"special costs", associated with the scope of work
to produce the Festival of Lights Parade.
Grand Total per year for One or Both parades $49,000.00 * Additional Service Pricing:
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Staff: Rate:
Producer 7,500.00 - 20,000.00
Office Staff
Parade Dav Teem members:
Lead Assembly Team 750.00 - 1,400.00
Assembly Team 1,000.00 - 2,000.00
Dispersal Team 250.00 - 500.00
Per Diems for All Staff 700.00 - 1,800.00
Travel:
Car Rentals 300.00 - 1,000.00
Staff Airfares 1,000.00 - 3,000.00
Staff Hotel 1,000.00 - 4,000.00
Administrative:
Parade Day & Office Supplies 250.00 - 1,000.00
Postage/Shipping 250.00
Photocopying 300.00
Insurance 1,500.00
Miscellaneous Costs:
1,000.00
*Pricing depends on the size and scope of the
parade
*Rates above are for costs associated with other parades/events outside of the scope of work outlined in this agreement and are subject to the terms and conditions of this agreement.
NOTE: CPI PRICE ADJUSTMENT: The contract price shall remain fixed for the first 3 years and may be adjusted annually on the anniversary date in Optional year 1 and Optional year 2, if exercised and at the sole discretion of the City. The payment adjustment will be adjusted upward or downward by the same percentage increase or decrease, occurring during the previous twelve months, in the consumer price index for all urban consumers (CPI-U) for the LA/Riverside/Orange County (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI-U is not published or available.
1V - Page 28
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
1V - Page 29
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
____ required
x is not required;
4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage
1V - Page 30
with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.
5. 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 otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all 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." 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
1V - Page 31
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.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.
8. Severability of Interests {Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability.
1V - Page 32
� ® ·
ACORD -
�
�
CERTIFICATE OF LIABILITY INSURANCE I
DATE (MM/DD/YYYY)
06/09/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTH ORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
Laurrie Pike(962135A) PHONE I FAX
498 Pearl St Ste 2 (A/C, NO, EXT): 831-373-2925 (A/C, NO): 831-373-2001 E-MAIL
Monterey CA 93940-3078
ADDRESS: [email protected]
INSURER(S)A FFORDING COVERAGE NAIC#
INSURED INSURER A: Catlin Specialty Insurance
INSURER B: State Fund
Upbeat Parade Production
INSURERC:
5320 Cedar Grove Cir.
INSURER D:
San Jose, CA 95123
INSURERE:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS ISTO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
A
B
TYPE OF INSURANCE
X COMMERCIAL GENERAL LIABILITY
I CLAIMS-MADE
IX I
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
�
POLICY □ PROJECT □ LOC
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO
- --
OWNED AUTOS SCHEDULED
ONLY AUTOS
- --
HIRED AUTOS NON-OWNED
ONLY AUTOS ONLY
- --
UMBRELLA LIAB OCCUR
- --
EXCESS LIAB CLAIMS-MADE
DED I I RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS'
LIABILITY
ANY PROPRIETOR/PARTNER/ Y/N
EXECUTIVE OFFICER/MEMBER
C EXCLUDED? (Mandatory in NH)
If yes, describe under DESCRIPTION OF
OPERATIONS below
ADDTL SUBR POLICY NUMBER POLICYEFF POLICY EXP
INSD WVD (MM/DD/YYYY) (MM/DD/YYYY)
y y CPV00043836 06/13/2022 06/13/2023
N/A y 9147186 11/23/2022 11/23/2023
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Palm Springs, its officials, employees, and agents are named as an additional insured
CERTIFICATE HOLDER CANCELLATION
LIMITS
EACH OCCURRENCE $
DAMAGE TO RENTED
$ PREMISES (Ea Occurrence)
MED EXP (Anyone person) $
PERSONAL &ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS -C OMP/OP AGG $
$
COMBINED SINGLE LIMIT
$ (Ea accident)
BODILY INJURY (Per person) $
BODILYINJURY(Peraccident) $
PROPERTY DAMAGE
$ (Per accident)
$
EACH OCCURRENCE $
AGGREGATE $
$
I PER I STATUTE I OTHER $
E.L. EACH ACCIDENT $
E.L. DISEASE- EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT $
1,000,00(
100,00(
5,00(
1,000,00(
2,000,00(
Included
1,000,00(
1,000,00(
1,000,00(
e I y o am prings
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
ACORD 25 (2016/03)
31-1769 11-15
AUTHORIZED REPRESENTATIVE aunsa sono
©1988-2015 ACORD CORPORATION. All Rights Reserved
The ACORD name and logo are registered marks of ACORD
1V - Page 33
To: City of Palm Springs
From: Ray Pulver, Upbeat Parade Productions
Date: June 8, 2022
RE: Auto Insurance Waiver
This is a request to waive the Automobile Liability Insurance request by the city. As a consultant, producer, my vehicle is not a commercial owned vehicle. It is privately owned and insured under my name. Work done for the parade is on city streets.
Thank you for your consideration.
Ray Pulver
Upbeat Parade Productions, LLC
5320 Cedar Grove Circle
San Jose, CA. 95123
408-629-2520
1V - Page 34
CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 29, 2022 CONSENT CALENDAR
SUBJECT: APPROVAL OF A THREE-YEAR SERVICE AGREEMENT WITH UPBEAT PARADE PRODUCTION LLC, IN THE AMOUNT OF $147,000 FOR THE
PRODUCTION OF THE VETERANS DAY PARADE AND THE FESTIVAL
OF LIGHTS PARADE TO COVER SPECIAL EVENTS HELD IN 2022-2024 FROM: Teresa Gallavan, Interim City Manager
BY: Jasmine Sullivan-Waits, Manager
SUMMARY:
The Parks & Recreation Department helps manage the City of Palm Springs' special events programs to bring a variety of events to the City each year, ranging from small community gatherings to major parades. This agenda item will authorize a (3) three-year service agreement for professional event production services in support of two (2) different parades - the Palm Springs Veterans Day Parade and the Palm Springs Festival of Lights Parade - for the parades held over three calendar years: 2022, 2023, and 2024 (budgeted as fiscal years 2023 through 2025).
RECOMMENDATION:
1. Approve a three-year service agreement (Agreement No. 9152) to Upbeat Parade Production, LLC, a California corporation, in the amount of $147,000 (Attachment A).
2. Authorize the City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
The Public Integrity Disclosure Form from Upbeat Parade Productions, LLC is included as Attachment B.
BACKGROUND:
Veterans Day Parade
One of the City's longstanding community events, the annual Palm Springs Veterans Day Parade and Concert focuses on honoring both Veterans and organizations that support Veterans. The upcoming parade on November 10, 2022, will mark the 25th anniversary 1V - Page 35
City Council Staff Report
September 29, 2022 -- Page 2
Award of Contract for Parade Production Services
of the parade. The 2022 event will feature an opening ceremony on the main stage with a special flyover provided by the Palm Springs Air Museum and other organizations to kick off the parade, followed by the traditional street parade filled with Coachella Valley's most honored Veterans. Following the street parade, a live concert will be held on the main stage, performed by the Palm Springs High School Spirit of the Sands Band. The event will be concluded with a fireworks show.
The City of Palm Springs has also been recognized as a Regional Site for observance of Veterans Day for a 12th consecutive year by the U.S Department of Veterans Affairs.
Festival of Lights Parade
The Palm Springs Festival of Lights Parade is an annual signature holiday event. The upcoming parade on December 3, 2022, will mark the 30th anniversary. The event is traditionally held on the first Saturday of December as a kick-off to the holiday season.
For the past 29 years, it has been recognized as one of the region's most popular events.
Known to both visitors and residents as an adored holiday tradition, it is an opportunity to celebrate the holiday season while creating a unique experience for visitors and a powerful economic generator for the region. The parade hosts marching bands from all over California, Nevada, and Arizona, and features large-scale helium balloons, floats, various performance groups, and special guests such as Peppa Big, Curious George, and Santa and Mrs. Claus.
Summary
Each year these two beloved community parades, Veterans Day and Festival of Lights, bring over 100,000 people to downtown Palm Springs and position Palm Springs as a signature destination.
Under this event production agreement, the parade contractor will be responsible for providing labor, materials, supplies and equipment necessary to produce the pre-parade staging and live broadcasting staging portion of each parade. The contractor will work in coordination with the City's Special Events Planning Team (SEPT) on all safety related issues, as required. The event production services are fully outlined in Attachment A.
STAFF ANALYSIS:
The City's Procurement Department, working with Parks & Recreation staff, issued a Request for Proposals (RFP 14-22) on February 23, 2022, which was also advertised in the local newspaper and posted on the PlanetBids electronic bidding website. In prior years, the City has awarded separate contracts for this service to two different firms; this year only one firm submitted a proposal. This proposal was evaluated against the criteria listed in the RFP and was determined to meet the needs of the City. The evaluation criteria included experience of the firm, experience of the staff and understanding of the scope of work, local preference, and cost. After review and analysis by the evaluation committee, consisting of staff from the Recreation and Facilities Departments, Upbeat Parade Productions was selected for recommendation of award for a three-year contract.
Upbeat Parade Productions has performed parade production services for the Festival of 1V - Page 36
City Council Staff Report
September 29, 2022 -- Page 3
Award of Contract for Parade Production Services
Lights parade for over five years and has extensive experience with the City of Palm Springs' event needs.
ENVIRONMENTAL ASSESSMENT:
The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b ), a "Project" does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
This requested action aligns with City Council Priority 1 - Quality of Life.
FISCAL IMPACT:
The total funds associated with this event production agreement are $147,000 for a three year period. Fiscal Year 2022 parade expenditures, in the amount of $49,000, are budgeted in the Parks & Recreation Department. Expenditures for future fiscal years will be budgeted as part of the City's annual budgeting process. The breakdown is as follows:
EVENT NAME/ DATE 2022 2023 2024 3-YEAR TOTAL
Veterans Day Parade $17,000 $17,000 $17,000 $51,000
Festival of Lights $32,000 $32,000 $32,000 $96,000
Agreement Grand total $147,000
REVIEWED BY:
Special Events Manager: Jasmine Waits
Department Director Yvonne Wise
Procurement Manager Kim Baker
Interim City Manager: Teresa Gallavan
ATTACHMENTS:
A. Attachment A: Service Agreement A9152
B. Attachment B: Public Integrity Disclosure Form
1V - Page 37
ATTACHMENT C
1V - Page 38
AMENDMENT NO. 1 TO THE A9152 PARADE PRODUCTION
SERVICES
BETWEEN THE CITY PALM SPRINGS AND UPBEAT PARADE
PRODUCTIONS
1. Parti
es and Date.
This Ame ndment No. 1 to the Parade Production Services is made and entered into as of this 24 day of October 2022, by and between the City of Palm Springs (“City”) and Upbeat Parade Productions, a Limited Liability Corporation with its principal place of business at 5320 Cedar Grove Cir. San Jose, Ca 95123 City and Upbeat Parade Productions are sometimes individu ally referred to as “Party” and collectively as “Parties.”
2. Recita
ls.
2.1 Agr eement. The City and Upbeat Parade Productions have entered into an agreement entitled “Parade Production Services” dated 29 day September 2022 for the purpose of retaining the services of Upbeat Parade Production to provide Parade production services for the Veterans Day Parade and the Festival of Lights Parade.
2.2 Amendment . T he City and Upbeat Parade Productions desire to amend the Agreement to include the services for inflatable balloons, holiday floats and costumes. An additional $50,000 in compensation will be provided. Original contract amount is $49,000. Total amended contract amount $99,000.
2.3 Ame ndment Authority. This Amendmen t No. 1 is authorized pursuant to Section
11.3 of the Agreement.
3. Terms.
3.1 Scope of S ervices s ection 1.1 shall be amended to include providing inflatable balloons and at least 2 holiday floats and or additional costume characters. Section 1.1 of the Scope of Services of the Agreement is hereby amended in its entirety to read as follows:
Sect
ion 1.1 Scope of Services: Upbeat Parade Productions will provide a Santa Float, at least 6 inflatable balloons and a Council
Float, if funds allow additional costumes shall be
provided.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.
DocuSign Envelope ID: 82A28371-6962-468F-B375-5EB72996D9CB DocuSign Envelope ID: 1EAED29C-EA5C-440A-8EBA-505CD9A75D72 1V - Page 39
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1
3.4 Sev erability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIG
NATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 82A28371-6962-468F-B375-5EB72996D9CB DocuSign Envelope ID: 1EAED29C-EA5C-440A-8EBA-505CD9A75D72 1V - Page 40
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND UPBEAT PARADE PRODUCATIONS
IN WIT
NESS WHEREOF, the P arties 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:
APPROVE
D BY CITY COUNCIL:
Date: _______ Item No.
APPROVE
D AS TO FORM: ATTEST:
By: ___________________________ By:
_______________________________
City Attorney City Clerk
APPROVE
D:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 82A28371-6962-468F-B375-5EB72996D9CB 10/27/2022
DocuSign Envelope ID: 1EAED29C-EA5C-440A-8EBA-505CD9A75D72 1V - Page 41
ATTACHMENT D
1V - Page 42
55575.18185\40804306.1
Revised: 7.15.23
AMENDMENT NO. 2 TO THE A9152 PARADE PRODUCTION
SERVICES
BETWEEN THE CITY PALM SPRINGS AND UPBEAT PARADE
PRODUCTIONS
1. Parties and Date.
This Amendment No. 2 to the Parade Production Services is made and entered into as of this 15 day of July 2023, by and between the City of Palm Springs (“City”) and Upbeat Parade Productions, a Limited Liability Corporation with its principal place of business at 5320 Cedar Grove Cir. San Jose, Ca 95123 City and Upbeat Parade Productions are sometimes individually referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Upbeat Parade Productions have entered into an agreement entitled “ Parade Production Services ” dated 15 day July 2023 for the purpose of retaining the services of Upbeat Parade Production to provide Parade production services for the Veterans Day Parade and the Festival of Lights Parade.
2.2 Amendment. T he City and Upbeat Parade Productions desire to amend the Agreement to include the services for inflatable balloons, holiday floats and costumes. An additional $180,000 in compensation per year will be provided. Original contract amount was $49,000 per year and $147,000 for three years. Total amended contract amount will be $229,000 per year.
2.3 Amendment Authority . This Amendment No. 2 is authorized pursuant to Section
11.3 of the Agreement.
3. Terms.
3.1 Scope of Services section 1.1 shall be amended to include providing and at least 4 holiday floats, at least 8 inflatable balloons for the Festival of Lights Parade and 3 inflatable balloons for the Palm Springs Veterans Day Parade, Helium to support the inflatable balloons and costume characters, inflatable costumes and floats. Section 1.1 of the Scope of Services of the Agreement is hereby amended to add the following:
Section 1.1 Scope of Services: Added: Upbeat Parade Productions will provide a Santa Float, at least 8 inflatable balloons for the
Festival of Ligh ts Para de and 3 inflatable
balloons for the Palm Springs Veterans Day
Parade, a Cou ncil Float, 2 additional floats for
community groups or po ssible sponsors floats,
helium for the inflatable balloons and children’s
costumes characters and inflatable costume s and
floats shall be provided.
DocuSign Envelope ID: 5BB06EC7-EC01-48B3-8039-E6C82CC4EC2D 1V - Page 43
55575.18185\40804306.1
Revised: 7.15.23
3.2 Compensation of Contractor is hereby amended to read as follows:
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed Two-hundred and Twenty-nine Thousand Dollars ($229,000.00) per year.
Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2
3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 5BB06EC7-EC01-48B3-8039-E6C82CC4EC2D 1V - Page 44
55575.18185\40804306.1
Revised: 7.15.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND UPBEAT PARADE PRODUCATIONS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date s stated below.
CONTRACTOR:
By: _______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: 9/14/23______ Item No. 1G
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 5BB06EC7-EC01-48B3-8039-E6C82CC4EC2D 9/26/2023
9/26/2023
1V - Page 45
ATTACHMENT E
1V - Page 46
Who Must File?
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.
Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.
Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney}, which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome.
When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.
(Revised 09 13 18)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
{INSTRUCTION FOR APPLICANTS)
1V - Page 47
What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).
Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).
B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney.
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
{Revised 09 13 18}
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
{INSTRUCTION FOR APPLICANTS)
1V - Page 48
1. 2.
3. 4.
5. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Upbeat Parade Productions
Address of Entity (Principle Place of Business)
5320 Cedar Grove Circle, San Jose, CA 95123
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State California
If other than California, is the Entity also reqistered in California? n Yes n No Type of Entity
D Corporation [!] Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 09 13 18)
1V - Page 49
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entitv
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor) [percentage of beneficial interest in entity and name of entity]
A.
Ray W. Pulver Jr. Owner 100%
[name of owner/investor) [percentage of beneficial interest in entity
and name of entitv]
B.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
C.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
D.
[name of owner/investor) [percentage of beneficial interest in entity
and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
(Revised 09 13 18)
Date
September 16, 2025
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1V - Page 50
CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: A REQUEST BY OVATIONS FANFARE, LP FOR A RESOLUTION OF
PUBLIC CONVENIENCE OR NECESSITY (PCN) TO SELL BEER, WINE, AND DISTILLED SPIRITS FOR ON-SITE CONSUMPTION (TYPE 90 – ON-SALE GENERAL – MUSIC VENUE) AT THE PLAZA THEATRE AND WELWOOD MURR AY MEMORIAL LIBRARY LOCATED AT 100 & 128
SOUTH PALM CANYON DRIVE (APNS: 513-144-010; 513-144-012; 513- 144-002; 513-144-006; 513-144-007; 513-144-009), ZONES C-U & CBD, SECTION 15 (CASE PCN-2025-0004)
FROM: Scott C. Stiles, City Manager
BY: Department of Planning Services
SUMMARY:
The applicant has initiated the application process for a California Department of Alcoholic Beverage Control (ABC) Type 90 (On-Sale General – Music Venue) liquor license for the Plaza Theatre and Welwood Murray Memorial Library. The project site is located within a Census tract which is identified by the ABC as an area of undue concentration of liquor licenses. The applicant is therefore requesting that the City Council make a determination of public convenience or necessity for the sale of beer , wine, and distilled spirits for on - site consumption at the site.
RECOMMENDATION:
1) Adopt Resolution No. _____, “A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF PALM SPRINGS, CALIFORNIA, DETERMINING THAT PUBLIC
CONVENIENCE OR NECESSITY WOULD BE SERVED BY THE ISSUANCE OF A TYPE 90 (ON-SALE GENERAL – MUSIC VENUE) ALCOHOLIC BEVERAGE
CONTROL LICENSE AT THE PLAZA THEATRE AND WELWOOD MURRAY MEMORIAL LIBRARY LOCATED AT 100 & 128 SOUTH PALM CANYON DRIVE WITHIN CENSUS TRACT NO. 446.06.”
BUSINESS PRINCIPAL DISCLOSURE:
Public Integrity Disclosure Forms are attached to this staff report (Attachment C). 1W - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Determination of Public Convenience or Necessity - PCN-2025-0004 BACKGROUND:
The applicant is requesting a determination of public convenience or necessity for a Type 90 liquor license at the Plaza Theatre and Welwood Murray Memorial Library . Per the ABC supplemental diagrams submitted by the applicant ( Attachment G ), the area licensed under this permit will extend over six parcels (APNs: 513-144-010; 513-144-012; 513-144-002; 513 -144-006; 513 -144-007; 513 -144-009) which will be fully or partially utilized to serve the events hosted by the Plaza Theatre Foundation. The total licensed area is approximately 23,511 square feet.
STAFF ANALYSIS:
The California Department of Alcoholic Beverage Control (ABC) requires a Type 90 (On- Sale General – Music Venue) liquor license for the proposed beer , wine, and distilled spirit sales for on-site consumption purposes at the Welwood Murray Memori al Library and Plaza Theatre , as well as the determination of Public Convenience or Necessity (PCN) due to undue concentration of liquor licenses within the Census tract in which the site is located. The ABC identifies the Type 90 liquor license as follows:
“Authorizes the sale of beer, wine, and distilled spirits at retail for consumption on the premises in a music entertainment facility, as defined in BPC § 23550. Sale, service, and consumption of alcoholic beverages are limited to the time period from 2 hours before a live performance until on e hour after the live performance. Minors are allowed on the premises. For further information regarding this license type, please see BPC §§ 23550, 23552. This license type is subject to Responsible Beverage Service (RBS) requirements and requires alcohol servers and managers of alcohol servers to be RBS certified.”
The second paragraph of Section 23958 of the State of California Business and Professions Code states that the California Department of Alcoholic Beverage Control (ABC) is required to “…deny an application for a license if issuance of that license would tend to create a law enforcement probl em, or if issuance would result in or add to an undue concentration of licenses, except as provided in Section 23958.4 .” Section 23958.4(a)(2) of the Code defines undue concentration as follows:
“As to on-sale retail license applications, the ratio of on -sale retail licenses to population in the census tract or census division in which the applicant premises are located exceeds the ratio of on -sale retail licenses to population in the county in which the applicant premises are located.” The Section further states that a license may nevertheless be issued in an area of undue concentration when “… the local governing body of the area in which the applicant premises are located, or its designated subordinate officer or body, determines within 90 days of notification of a completed application that public convenience or necessity would 1W - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Determination of Public Convenience or Necessity - PCN-2025-0004 be served by the issuance.” (State of California Business and Professions Code, Section 23958.4(b)(2).
The project site i s located within Census Tract No. 446.06, which is generally identified as the area between the west side of Indian Canyon Drive and the east side of Via Monte Vista between East Ramon Road and Tramway Road. A majority of the tract is located outside the City boundary (Attachment E).
According to the ABC liquor license application (Attachment D), only three (3) liquor licenses would be allowed in th is particular tract while, given its location in the City’s downtown core, 110 licenses have been issued. Hence, the applicant is requesting a determination of public convenience or necessity from the City Council to allow ABC to issue a liquor license for the sale of beer, wine, and distilled spirit in conjunction with the operation of the music and live entertainment venue, notwithstanding the undue concentration in the Census tract.
The Justification Letter ( Attachment F ) state s that the issuance of a Type 90 liquor license would allow the applicant to “…sell alcoholic beverages to ticket holders at events in the Historic Plaza Theatre which plans to reopen in in December. Guests at the shows will be looking to purchase an alcoholic beverage to enjoy during the event as is typical at other theatres of its kind…” As provided above, a Type 90 liquor license is specifically issued for a music venue, and the permit limits the sale of alcoholic beverages to 2 hours before a live entertainment and 1 hour after the event . Under th is specific license, alcoholic beverage sale is required to conform to the Responsible Beverage Services (RBS) requirements, which are intended for responsible serving of alcoholic beverages for on-site consumption and mitigate alcohol-related adverse effects on local communities (Alcoholic Beverage Control, RBS Training Program ,
https://www.abc.ca.gov/education/rbs/).
The Plaza Theatre is an iconic historic landmark in the City. The issuance of a Type 90 liquor license would allow the applicant to offer a service that enhances the experience of the visitors, which is vital for the entertainment venue. Additionally, the license would allow the visitors to enjoy alcoholic beverages on-site without requiring them to leave the premises and keep track of time for events. The alcoholic beverage sales will be accessory to the theatre operation, and the restricted hours of operation permitted under the license along with the RBS requirements w ill ensure that the activity will not create adverse impacts . For the reasons stated above , staff has determined that the project would serve the Public Convenience and Necessity.
ALIGNMENT WITH STRATEGIC PLAN:
Economic Development.
1W - Page 3
City Council Staff Report
September 25, 2025 -- Page 4
Determination of Public Convenience or Necessity - PCN-2025-0004
FISCAL IMPACT:
None.
REVIEWED BY:
Department Director: Christopher Hadwin
City Manager: Scott Stiles
ATTACHMENTS:
A. Vicinity Map
B. Draft Resolution
C. Public Integrity Disclosure Form
D. ABC License Application
E. Census Tract No. 446.06
F. Justification Letter
G. Floor Plan
H. Context Map
1W - Page 4
ATT
ACHMENT A
1W - Page 5
Department of Planning Services
Vicinity Map
CITY OF PALM SPRINGS
Determination of Public Convenience or Necessity
Case No. PCN-2025-0004
100 & 128 South Palm Canyon Drive
(APNs: 513-144-010; 513-144-012; 513-144-002; 513-144-006; 513-144-007; 513-144-009)
1W - Page 6
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ATTACHMENT B
1W - Page 7
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, DETERMINING THAT
PUBLIC CONVENIENCE AND NECESSITY WOULD BE
SERVED BY THE ISSUANCE OF A TYPE 90 (ON-SALE
GENERAL – MUSIC VENUE) ALCOHOLIC BEVERAGE
CONTROL LICENSE FOR THE PLAZA THEATRE AND
WELWOOD MURRAY MEMORIAL LIBRARY LOCATED AT
100 & 128 SOUTH PALM CANYON DRIVE (APNS: 513-144-
010; 513-144-012; 513-144-002; 513-144-006; 513-144-007; 513-144-009) WITHIN CENSUS TRACT NO. 446.06.
WHEREAS, Ovations Fanfare, LP has initiated the application process for a California Department of Alcoholic Beverage Control (ABC) Type 90 (On-Sale General – Music Venue) license to sell beer, wine, and distilled spirits at the Plaza Theatre and Welwood Murray Memorial Library located at 100 and 128 South Palm Canyon Drive , (APNS: 513-144-010; 513-144-012; 513-144-002; 513-144-006; 513-144-007; 513-144- 009) Census Tract No. 446-06, Zone C-U & CBD; and
WHEREAS, The California Department of Alcoholic Beverage Control (ABC) has determined that there are 110 existing liquor licenses within Census Tract No. 446.06, while only three (3) alcohol licenses would be allowed based on on-sale retail licenses to population in the County in which the applicant’s premise is located; and
WHEREAS, The California Department of Alcoholic Beverage Control (ABC) has determined that is the addition of the requested license would cause an “undue concentration” of alcohol-related licenses in the Census Tract No. 446.06; and
WHEREAS, Pursuant to Section 23958.4(a)(2) of the State of California Business and Professions Code, the City Council may determine the public convenience or necessity would be served by the issuance of the requested license within an area of undue concentration; and
WHEREAS, The Plaza Theatre is an iconic historic landmark in the City. The issuance of a Type 90 liquor license would allow the applicant to offer a service that enhances the experience of the visitors, which is vital for the entertainment venue.
Additionally, the license would allow the visitors to enjoy alcoholic beverages on -site without requiring them to leave the premises and keep track of time f or events. The alcoholic beverage sales will be accessory to the theatre operation, and the restricted hours of operation permitted under the license along with the RBS (Responsible Beverage Services ) requirements will ensure that the activity will not cr eate adverse impacts. For the reasons stated above, the project would serve the Public Convenience and Necessity.
THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:
1W - Page 8
Resolution No. _____
SECTION 1. That the foregoing Recitals are true and correct and are incorporated herein by this reference.
SECTION 2. That the public convenience and necessity would be served by the issuance of a Type 90 (On-Sale General – Music Venue) alcoholic beverage license for the sale of beer, wine, and distilled spirits for on-site consumption at the Plaza Theatre and Welwood Murray Memorial Library located at 100 and 128 South Palm Canyon Drive, Census Tract No. 446.06, Section 15.
ADOPTED THIS 25TH DAY OF SEPTEMBER, 2025.
SCOTT C. STILES
CITY MANAGER
ATTEST:
BRENDA PREE, MMC
CITY CLERK
1W - Page 9
Resolution No. _____
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, Brenda Pree, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.
BRENDA PREE, MMC
CITY CLERK
1W - Page 10
ATTACHMENT C
1W - Page 11
Ovations Fanfare, LP
Mailing Address:
Ovations Fanfare, LP Federal ID: 23-3084474
5050 S. Syracuse St. Suite 800 Ovations Fanfare, LP Denver, CO 80237
____________________________________________________________________________________ Ovations Fanfare, LP Partnership Interest:
Officers:
Brian P. Rothenberg,
President/Secretary: Spectra US, LLC; Spectra SV Management Company & Ovations Food Services, LLC Home Address: 100 Augusta Dr. Moorestown, NJ 08057
Home Phone: 215-264-2800
Kenneth Gaber
Vice President: Spectra US, LLC; Spectra SV Management Company & Ovations Food Services, LLC Home Address: 11234 E. Berry Dr. Greenwood Village, CO 80111 Home Phone: 860-917-0455
Ovations Food
Services, L.P.
Ovations Food
Services, LLC
Spectra SV
Management
Company
Spectra US,
LLC
.59% GP
1%
100%
.59% GP
98.82% LP
Ovations
Fanfare L.P.
100%
99%
1W - Page 12
*
I
• -----.
• ~
~
_[J
1W - Page 13
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Ovations Fanfare, LP
2. Address of Entity (Principle Place of Business)
5050 S. Syracuse St. Suite 800 Denver, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. Palm Canyon Or. Palm Springs, CA 92262
4. State where Entity is Registered with Secretary of State PA
If other than California, is the Entity also registered in California? r.l Yes n No 5. Type of Entity O Corporation O Limited Liability Company [!l Partnership O Trust O 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 Brian Rothenberg
[!] Officer O Director D Member D Manager (name]
D General Partner D Limited Partner
□ Other President of LLC
Kenneth Gaber
~ Officer D Director D Member O Manager [name)
O General Partner O Limited Partner
□ Other Vice Pres. of LLC
Ovations Food Services, LP O Officer O Director D Member D Manager [name] O General Partner ~ Limited Partner
□ Other ___ .
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE ( ~t;vt :) APPLICANT DISCLOSURE FORM ~ J
(Revised 05/16/19)
1W - Page 14
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Ovations Fanfare, LP
2. Address of Entity (Principle Place of Business)
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? n Yes n No 5. Type of Entity O Corporation O Limited Liability Company O Partnership O Trust D other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response Is not a natural person, please Identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other sntity Ovations Food Services, LLC O Officer O Director O Member O Manager (Revised 05/16/19)
(name]
[!] General Partner D Limited Partner
Q Other
O Officer O Director O Member O Manager [name]
O General Partner O Limited Partner
□ Other
O Officer O Director O Member O Manager [name]
O General Partner O Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 15
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entit y
EXAMPLE
JANEOOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
Ovations Food Services , LP 99% limited Partner
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
8. [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]
0 .
[name of owner/investor) [percentage of beneficial interest in entity and name of entit y]
E.
[name of owner/Investor] [percentage of beneficial interest in entity and name of entitv]
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date µ~
'pno.t'\ ~ ~',er- ~
-.J
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 16
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
l 1. Name of Entity
I
OVATIONS FOOD SERVICES, LP
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State PA
If other than Califomia, is the Entity also registered in Califomia'? r 1 Yes ~ o
5. Type of Entity ,
D Corporation O Limited Liability Company [!] Partnership O Trust O Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: ff 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 BRIAN ROTHENBERG [!] Officer O Director O Member O Manager [name]
D General Partner O Limited Partner
D Other Pres. of LLC
KENNETH GABER 0 Officer D Director D Member D Manager
[name]
D General Partner O Limited Partner
□ Other Vice Pres. of LLC ·--
Ovations Food Servces, LLC D Officer D Director D Member D Manager (name]
[!] General Partner O Limited Partner
□ Other ---
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
1W - Page 17
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Ovations Food Services, LP - page 1 continued
' 2
I •
Address of Entity (Principle Place of Business)
I
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 reaistered in California? n Yes n No
5. Type of Entity
D Corporatio n D Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members , managers and other fiduciaries for the member, manager, trust or other entity Spectra US, LLC
--
-----
(Revised 05/16/19)
D Officer D Director D Member D Manager
[name}
[!] General Partner [!] Limited Partner
□ Other
D Officer D Director D Member D Manager
[name}
D General Partner D Limited Partner
□ Other
D Officer D Director O Member D Manager
[name]
O General Partner O Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 18
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entitv
EXAMPLE
JANEOOE 50%, ABC COMPANY, Inc.
[name of owner/investor] (percentage of beneficial interest in entity and name of entitv]
A.
Spectra US, LLC 98.82% Limited Partner/.59 General Partner [name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitv]
C.
[name of ownerflnvestor] [percentage of beneficial interest in entity and name of entit y)
0. [name of owner/investor] [percentage of beneficial interest in entity and name of entit vl
E.
[name of owner/Investor] [percentage of beneficial interest in entity and name of entltvl
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
I
Date
9/15/2025
I
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 19
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
OVATIONS FOOD SERVICES, LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State PA
If other than California, is the Entity also registered in California? l l Yes fXNo
5. Type of Entity I
D Corporation [!] Limited Liability Company [!) Partnership O Trust O 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 BRIAN ROTHENBERG ---· _ [!] Officer O Director O Member O Manager ~-- .. ·--·--·- -· , .. - .. -[name) O General Partner O Limited Partner
□ Other Pres. of LLC
KENNETH GABER El Officer O Director O Member O Manager
[name)
O General Partner O limited Partner
□ Other Vice Pres. of LLC
Spectra SV Management Company O Officer O Director El Member O Manager (name]
O General Partner O Limited Partner
□ Other
CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
1W - Page 20
EXAMPLE
JANE DOE
[name of owner/investor]
A.
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of enti
1 Spectra SV Management Company 100% Managing Member
I
[name of owner/investor]
B
[name of owner/investor]
C.
[name of owner/investor)
0. [name of owner/investor]
E.
[name of owner/investor)
[percentage of beneficial interest in entity
and name of enti
(percentage of beneficial interest in entity
and name of entity]
[percentage of beneficial interest in entity
and name of entity)
(percentage of beneficial interest in entity
and name of entity)
[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 9/15/2025
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
'
1W - Page 21
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
SPECTRA US, LLC
2. Address of Entity (Principle Place of Business)
, 5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4 . State where Entity Is Registered with Secretary of State .D£
If other than California . is the Entity also registered in California? n Yes r-;6' No
5. Type of Entity .
O Corporatio n [!] Limited Liability Company [!] Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers , directors, members, managers and other fiduciaries for the member, manager, trust or other entity BRIAN ROTHENBERG [!] Officer D Director D Member D Manager [name)
D General Partner D Limited Partner
D Other Pres. of LLC
KENNETH GABER [!] Officer D Director O Member O Manage r -·· -- .. [name)
O General Partner O Limited Partner
□ Other Vice Pres. of LLC
SPECTRA FINANCE, LLC O Officer O Director 0 Member O Manager -·· [name)
O General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
1W - Page 22
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
(name of owner/investor) [percentage of beneficial interest in entity and name of entit y]
A.
SPECTRA FINANCE, LLC 100%
(name of owner/investor) [percentage of beneficial Interest in entity and name of entit y}
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 entit y)
D.
[name of owner/investor) [percentage of beneficial interest in entity and name of entit v 1
E.
(name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date µ~ 9/17/2025
Brian Rothenberg, President
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 23
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
OAK VIEW GROUP, LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State DE
If other than California, is the Entity also registered in California? 171 Yes n No
5. Type of Entity
O Corporation [!] Limited Liability Company D Partnership O Trust O 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 CHRIS GRANGER O Officer O Director D Member D Manager
[name]
O General Partner D Limited Partner
[!]Other CEO
ADE PATTON □ Officer □ Director □ Member □ Manager
[name]
D General Partner D Limited Partner
[!]Other CFO
OVG HOLDINGS, LLC □ Officer □ Director le] Member □ Manager (Revised 05/16/19)
[name]
D General Partner O Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 24
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity
EXAMPLE
JANEOOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
OVG HOLDINGS, LLC 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
8. [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]
0. [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.
Si nature of Disclosing Party, Printed Name, Title Date 9/19/2025
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
{Revised 05/16/19)
CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 25
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
OVG BUSINESS SERVICES HOLDINGS, LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State DE
If other than California, is the Entity also registered in California? n Yes f71 No
5. Type of Entity
D Corporation [!] Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify ) Note: If any response is not a natural person, please identify all officers, directors , members, managers and other fiduciaries for the member, manager , trust or other entity N/A D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
N/A D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
OAK VIEW GROUP, LLC D Officer D Director -1 Member D Manager (Revised 05/16/19)
[name]
D General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 26
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name ofentitvl
A.
OAK VIEW GROUP, LLC 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entit vl
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitv]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date i,pii ~Wiff' 9/19/2025
Gll ris Granger, CEO
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 27
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
OVG SPECTRA HOLDCO, LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State DE
If other than California, is the Entity also registered in California? n Yes f7l No
5. Type of Entity
D Corporation 0 Limited Liability Company D Partnership D Trust D other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify ) Note: If any response is not a natural person, please identify all officers , directors , members, managers and other fiduciaries for the member, manager, trust or other entity BRIAN ROTHENBERG 0 Officer D Director D Member D Manager [name]
D General Partner D Limited Partner
D Other Pres. of LLC
KENNETH GABER 0 Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other Vice Pres. of LLC
OVG BUSINESS SERVICES, LLC D Officer D Director 0 Member D Manager [name]
D General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
1W - Page 28
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
OVG BUSINESS SERVICES, LLC 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Date
9/17/2025
Brian Rothenberi:i, President
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 29
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
SPECTRA HOLDINGS 11 , LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State DE
If other than California, is the Entity also reqistered in California? n Yes f7l No
5. Type of Entity
D Corporation [!] Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity BRIAN ROTHENBERG [!] Officer D Director D Member D Manager [name]
D General Partner D Limited Partne r
D Other Pres. of LLC
KENNETH GABER [!] Officer D Director D Member D Manager [name]
D General Partner D Limited Partner
□ Other Vice Pres. of LLC
OVG SPECTRA HOLDCO, LLC D Officer D Director [!] Member D Manager [name]
D General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
1W - Page 30
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entit y or a related entit y
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
(name of owner/investor] [percentage of beneficial interest in entity and name of entity)
A.
OVG SPECTRA HOLDCO , LLC 100%
[name of owner/investor) [percentage of beneficial interest in entity and name of entitvl
B.
[name of owner/investor) [percentage of beneficial interest in entity and name of enti ty)
C.
[name of owner/investor) [percentage of beneficial interest in entity and name of entitvl
0. [name of owner/investor) [percentage of beneficial interest in entity and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entit vl
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE ANO CORRECT.
Signature of Disclosing Party, Printed Name, Title Date µ ~ q{i?i/?i5
Brian Rothenberg, President
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 31
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
OVG BUSINESS SERVICES INTERMEDIATE HOLDINGS, LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State DE
If other than California, is the Entity also registered in California? n Yes f7l No
5. Type of Entity
D Corporation 0 limited liability Company D Partnership D Trust D other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity BRIAN ROTHENBERG 0 Officer D Director D Member D Manager [name]
D General Partner D lim ited Partner
□ Other Pres. of LLC
KENNETH GABER 0 Officer D Director D Member D Manager
[name]
D General Partner D limited Partner
□ Other Vice Pres. of LLC
OVG BUSINESS SERVICES HOLDINGS, Llt □ Officer □ Director .:J Member □ Manager (Revised 05/16/19)
[name]
D General Partner D limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 32
7. Owners /Investors with a 5% beneficial interest in the A pplicant Entit y or a related entit y
EXAMPLE
JANEOOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entit y]
A.
CN6-~VSrJJf5.S .SU2VICE.s "<>a..bttJa'S I iLC 100%
[name of owner/ investor] [percentage of beneficial interest in entity and name of enti ty)
B.
[name of ow ner/i nvestor] [percentage of beneficial interest in entity and name of entit y]
C.
[name of owner/investor] [percentage of beneficial int erest in entity and name of entit y]
0. [name of owner/investor] [percentage of benefi c·1al interest in entity and na me of entityl
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 µ ~ 9/19/2025
Brian Rothenberg, President
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City .
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 33
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
OVG BUSINESS SERVICES, LLC
2. Address of Entity (Principle Place of Business)
5050 S. SYRACUSE ST SUITE 800 DENVER, CO 80237
3. Local or California Address (if different than #2)
100 & 128 S. PALM CANYON DR. PALM SPRINGS, CA 92262
4. State where Entity is Registered with Secretary of State DE
If other than California, is the Entity also registered in California ? n Yes f7l No
5. Type of Entity
D Corporatio n 0 Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Direc tors, 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 BRIAN ROTHENBE RG 0 Officer D Director D Member D Manage r [name]
D General Partner D Limited Partner
D Other Pres. of LLC
KENNETH GABER 0 Officer D Director D Member D Manage r
[name]
D General Partner D Limited Partner
□ Other Vice Pres. of LLC
D_'J_G 13~tNE.SS SE.RVICf~ lllTEllMf;OI-A-TE D Officer D Director [ii Member D Manager (Revised 05/16/19)
[name] -4-JOLI) ltJq-5, LLC,
D General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1W - Page 34
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A. 0'/6:{ 'BU~l tJfSS Gert'll CE:5
l)l-rE:R.ME:,-1>,A"tE -Ho~o, N~,u.c.,
100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
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 entitvl
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 µ~ 9/19/2025
Brian Rothenberg, President
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
ATTACHMENT D
1W - Page 35
1W - Page 36
Department of Alcoholic Beverage Control State of Cahfom1a Gavin Newsom. Governor INFORMATION AND INSTRUCTIONS·
SECTION 23958.4 B&P Instructions This form is to be used for all applications for original issuance or premises to prem\ses transfer of _licenses. . . • Part I is to be completed by an ABC employee, given to applicant with pre-application package, with copy retained 1n • holding tile or applicant's district fil~. Part 2 is to be completed by the applicant, and returned to ABC. • Part 3 is to be completed by the local governing body or its designated subordinate officer or body. and returned to ABC.
PART 1 • TO BE COMPLETED BY ABC
I . APPLICANrS NAME
OVATIONS FANFARE L-PSHIP; PALM SPRINGS PLAZA THEATRE FOUNDATION
2. PREMISES AOORESS (Street number and neme. city. zop code) 100 & 128 S PALM CANYON DR PALM SPRINGS, CA 92262
4 TYPE OF BUSINESS
Full Service Restaurant
Dell or Specialty Restaurant
Cafe/Coffee Shop
Bed & Breakfast:
Wine only All
Hofbrau/Cafeterfa
Comedy Club
Brew Pub
Theater
Membership Store
Cocktail Lounge
Night Club
Tavern: Beer
Tavern : Beer & Wine
Service Station
Department Store Convenience Market
3. LICENSE TYPE
90 Private Club
Veterans Club
Fraternal Club
Wine Tasting Room
Swap Meet/Flea Market
Drive-in Dairy
Supermarket
Liquor Store
DrugNarfety Store Florist/Gift Shop Convenience Market w/Gasoline X Other - describe :
5 COUNTY POPULATION
8 CENSUSTRACTNUMSER
446.06
LIVE ENTERTAINMENT MUSIC VENUE
6. TOTAL NUMBER OF LICENSES IN COUNTY
On-Sale
9 NO OF LICENSES ALLOWED IN CENSUS TRACT
3 X On-Sale
Off-Sale
7. RATIO OF LICENSES TO POPULATION IN COUNTY
On-Sale
10 NO. OF LICENSES EXISTING IN CENSUS TRACT
Off-Sale 11 0 X On-Sale
Off-Sale
Off-Sale 11 IS THE ABOVE CENSUS TRACT OVERCONCENTRATED WITH LICENSES? [1.e . dOes the ratio of licenses to populanon tn Ille census tract exceed the ra o of hcenses to population fOJ the entire county?) X Yes. the number of existing licenses exceeds the number allowed No, the number of existing licenses is lower than the number allowed 12 DOES LAW ENFORCEMENT AGENCY MAINTAIN CRIME STATISTICS? Yes (Go to Item #13) No (Go to Item #20)
I 3 CRIME REPORTING DISTRICT NUMBER 14. TOTAL NUMBER OF REPORTING DISTRICTS 16 AVERAGE NO OF OFFENSES PER DISTRICT 17 120'4 01' AVERAGE NUMBER OF OFFENSES
15. TOTAL NUMBER OF OFFENSES tN ALL REPORTING DISTRICTS
18. TOT"L NUMBER OF OFFENSES IN REPORTING OISTRICT
I 9 IS THE PREMISES LOCATED IN A HIGH CRIME REPORTING DISTRICT? (I.e , has a 20•,. greeter number of reported cnmes than the average number of repotled cnmes as determined from all cnme reporting dlatncta within the 1unsd1C1lon of the local law enforcement agency) Yes. the total number of offenses in the reporting district equals or exceeds the total number in item #17 No. the total number of offenses in the reporting district is lower than the total number in Item #17 20 CHECK THE BOX THAT APPLIES (Clleck oniy one bOX)
a. If "No" is checked in both item #11 and item #19. Section 23958.4 B&P does not apply to this application . and no additional information will be needed on this issue. Advise the applicant to bring this completed form to ABC when filing the application . b. If-~• is checked in either item #11 Q! item #19, l.!1!J. the applicant is applying for a non-retail license . a retail bona fide public eating place license. a retail license issued for a hotel, motel or other lodging establishment as defined in Section 25503.16(b) B&P. or a retail license issued in conjuction with a beer manufacturer's license, or winegrower's license, advise the applicant to complete Section 2 and bring the completed form to ABC when filing the o ppUc o tio" or •• ooon oo poo •iblo thoroaftor .
X c. If-~• is checked in either item #11 9f: item #19. g the applicant is applying for an off-sale beer and wine license, an off-sale general license. an onsale beer license. an on-sale beer and wme (public premises) license, an on-sale general (public premises) license. or an on-sale eneral music venue license, advise the a ctlon 3. The completed form
Governing Body/Designated Subordinate Name:
FOR DEPARTMENT USE ONLY
PREPARED BY (Name of Otpanment E~oyee )
NOELIA GONZALEZ
ABC-245 (rev. 03-23)
1W - Page 37
PART 2 - TO BE COMPLETED BY THE APPLICANT (If box #20b Is checked) 21 . Base<! on the Information on the reverse, the Department may approve your application if you can show that public convenience or necessity would be served by the issuance of the license . Please describe below the reasons why issuance of another license is justified in this area. You may attach a separate sheet or additional documention, if desired . Do not proceed to Part 3. 22 APPLICANT SIGNATURE 23 DATE SIGNED
PART 3 - TO BE COMPLETED BY LOCAL OFFICIALS (If box #20c Is checked) The applicant named on the reverse is applying for a license to sell alcoholic beverages at a premises where undue concentration exists (i.e., an over-concentration of licenses and/or a tiigtie r than average crime rate as defined in Section 23958 .4 of the Business and Professions Code) . Sections 23958 and 23958 .4 of the B"usiness and Profess ions Code requires the Department to deny the applicat ion unless the local governing body of the area In which the applicant premises are located , or its designated subordinate officer or body, determines within 90 days of notification of a completed application that public convenience or necess ity would be served by the issuance.
Please complete items #24 to #30 below and certify or affix an official seal, or attach a copy of the Council or Board resolution or a signed letter on official letterhead stating whether or not the issuance of the applied for license would serve as a public convenience or necessity . 24 WILL PUBLIC CONVENIENCE OR NECESSITY BE SERVED BY ISSUANCE OF THIS ALCOHOLIC BEVERAGE LICENSE? Yes No See Attached (i.e .. letter, resolution, etc.)
25 ADDITIONAL COMMENTS, IF DESIRED (may ,nelude reasons for approval or denial of l>Ubhc conven,ence or necess,ty) 26 CITY/COUNTY OFFICIAL NAME 27 CITY/COUNTY OFFICIAL TITLE 28 CITY/COUNTY OFFICIAL PHONE NUMBER 29 CITY/COUNTY OFFICIAL SIGNATURE 30 DATE SIGNED
ABC-245 REVERSE (rev. 03-23)
ATTACHMENT E
1W - Page 38
Census Tract 466.06
Project Site Location
1W - Page 39
- .. ~ .. . . . .
~1
. . . . . . . . . . . . .
•. . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . . •· .. '\I~~ • • • •
• •·~ • .. ...... A . . . . . .. . . . . .
••. 9
A:-: .
. TE .:
20 ·• .... • • • . • . • -!
....... ·•·· ..... ----:
9405
..... .. .. ..
• . . ..
:0020 . . ~
•
• • • • • •
".· • ••
• •
•••
~ •·• . .... . . .. . ...
Palm s,g.r~q,~ 55254
449.04 i
. .,..-... ................... :.. .~ ........... A
! AGUA !
! CALIENTE!
! IRES0020 ! . . ········· : ......... .
!
. ..... .
448 .0
ATTACHMENT F
1W - Page 40
September 11, 2025
Re: PCN Letter for Ovations Fanfare, LLC
100 & 128 S Palm Canyon Dr, Palm Springs, CA 92262
Ovations Fanfare, LLC is applying for a Finding of Public Convenience or Necessity (“PCN”) to allow the sale of alcohol for on premise consumption utilizing a type 90 On-Sale General Music Venue License issued by the California Department of Alcoholic Beverage Control (“ABC”) at 100 & 128 S Palm Canyon Dr, Palm Springs, CA 92262. Ovations Fanfare, LLC is a wholly owned subsidiary of Oak View Group.
The business is located in an overconcentrated census tract – Census tract 446.06 allows for 3 on-sale permits in the tract and currently 110 exist. As a result of this overconcentration, ABC requires the City of Palm Springs to make a finding of PCN before they will issue the Type 90 license.
The following supports a determination that the issuance of the ABC type 90 License at this location will serve the public convenience.
We are a hospitality company that mainly operates food & beverage programs inside of live entertainment venues, including Acrisure Arena in Riverside County. We will be selling alcoholic (and non -alcoholic) beverages to guests for the benefit of the Plaza Theatre Foundation.
This license is to enable us to sell alcoholic beverages to ticket holders at events in the Historic Plaza Theatre which plans to reopen in December. Guests at the shows will be looking to purchase an alcoholic beverage to enjoy during the event as is typical at other theatres of it’s kind. The type of license we are applying for (Type 90) only gives us permission to sell alcoholic beverages during certain times around a performance at the theatre and we will not be open every day.
Our company fully complies with all California ABC policies including ensuring each of our associates obtain the proper Responsible Beverage Server Certification. We also deploy other training and utilize opportunities like pre-shift meetings to cover safe service policies like never serving to individuals under the legal drinking age, checking IDs, and stopping service to persons who are showing possible signs of intoxication.
We believe that the above demonstrates that our business will serve the public convenience, and supports a PCN finding in connection with our applications to ABC. Thank you for your consideration and we are available to answer any questions that you may have.
1W - Page 41
ATTACHMENT G
1W - Page 42
1W - Page 43
Department of Alcoholic Beverage Control
SUPPLEMENTAL DIAGRAM
Instructions to Applicant:
State of California
Gavin Newsom, Governor
Draw a sketch of the area on which the licensed premises is or will be located Show adjacent structures and nearest cross streets. If this is an event for a daily license, catering authorization, event authorization or miscellaneous use, show the area where sales and consumption of alcoholic beverages will occur. Post a copy of this diagram with Daily License, Catering Authorization or Event Authorization where the event is held. Sales and consumption of alcoholic beverages must be confined to the area designated in the diagram and supervised to prevent violations of the Alcoholic Beverage Control Act.
1. APPLICANT NAME (last , first, middle) 2 LICENSE TYPE Ovations Fanfare LP Palm Springs Plaza Theatre Foundation 90
3. PREMISES ADDRESS (Street number and name, city, zip code) 4 NEAREST CROSS STREET 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262 E. Tahquitz Canyon Wy
DIAGRAM
I have read the above instructions and I declare under penalty of perjury that the above diagram is true and correct.
APPLICANT SIGNATURE DATE SIGNED
7 (c( ~.r __
FOR ABC USE ONLY
CERTIF IED CORRECT (Signature) PRIITTED NAME INSPECTION DATE ABC-253 (rev. 07/19)
1W - Page 44
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP Palm Springs Plaza Theatre Foundation
2. License Type(s)
Type 90
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? D Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
I ~~ 1£\,?'
.v , ~ -
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I decla~ alty of perju1y that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 45
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation , limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red. . .
THEATRE FIRST FLOOR ·AND THEATRE JLAZA
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under enalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name Date Signed
C • FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 46
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100& 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes ~ No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red. .Ab'!/ THEATRE PLAZA ~ ------, r . .
[El OTREET
L.t,,MP .-,NO
'--""01ols:...II;
F"MI.JE
(E)OOOR
OPENING
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.;
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tNOTAPAAT)
1/~c - -
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CPEt,iNG
\J
--.. --,-,"l
LAJ
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under enalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applican Applicant Printed Name Date ign~
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 47
Department of Alcoholic Beverage Control Stale of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership , or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes t8l No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
FIRST FLOOR
~
Dill
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 48
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
SECOND FLOOR
, ' ' ' ' I
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I
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LADDER TO
UPPER
MECH
PLATFOAAt
- AIR~OLE R
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare er penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name Date1 Signed
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC- 257 (Rev. 11 /2024)
1W - Page 49
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza THeatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes IZI No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
BASEMENT
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name Date Signed
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 50
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Pla2a Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes ~ No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red. 1'.HEA'ftE PLAZA, FIRST FLOOR AND GREEN ROOM ACCESS -
I'.
i
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 51
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? D Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
GREEN ROOM
"
'
. ' · p .,;'1' __J
-,~ ~~\•;:;•·,
(:;:,~\··1 ~
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name Date Signe'ci
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC·257 (Rev. 11/2024)
1W - Page 52
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP Palm Springs Plaza Theatre Foundation
2. License Type(s)
Type 90
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
HALLWAY CONNECTION re ~ ,3
FROM LIBRARY COURTYARD
I e
TO THEATRE
I o o
11 ~
~
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'ti ' ,
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ll
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare under penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Printed Name
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
1W - Page 53
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation, limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP
2. License Type(s)
Type 90
Palm Springs Plaza Theatre Foundation
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? D Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
WELWOOD LIBRARY & COURTYARD
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TAllQUJrZ CA~YON \VAY
WELWOOD LIBRARY
-.............. ,, .- .. ,._.,_., .. . ..
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declare er--pe alty of perjury that the foregoing is true and correct.
Certified Correct (signature)
ABC-257 (Rev. 11/2024)
Brian Rothenberg
Applicant Printed Name
FOR ABC USE ONLY
Printed Name
Date SignedI
Inspection Date
1W - Page 54
Department of Alcoholic Beverage Control State of California
LICENSED PREMISES DIAGRAM
1. Applicant Name(s) (If an individual: first name, middle name, last name. If a corporation , limited partnership, or limited liability company: name of entity)
Ovations Fanfare LP Palm Springs Plaza Theatre Foundation
2. License Type(s)
Type 90
3. Premises Address (Street number and name, city, zip code) 100 & 128 S Palm Canyon Dr., Palm Springs, CA 92262
4. Is Any Part of The Licensed Premises Located in A Private Residence? □ Yes 181 No
5. Diagram: The diagram below is a true and correct description of the entrances, exits, interior walls and exterior boundaries of the premises to be licensed, including dimensions and identification of each room (i.e., "kitchen", "production area", "storage", "office", etc.). Provide entire floorplan if the licensed premises is located within a private residence. The area to be licensed must be outlined in red.
WELWOOD LIBRARY
t---------- C\L\ I
INTERIOR
L,IYo.0..1
::.n.x L +{/Oi d
---- r -------1 -
,... ____ _ '!!!U_ __ - -' - -
It is hereby declared that the above-described premises will not be changed in accordance with Rule 64.2 of the California Code of Regulations without first notifying and securing written approval of the Department of Alcoholic Beverage Control.
Substantial changes to the premises may require an application fee in accordance with Section 24072 of the Business and Professions Code. I declar o er penalty of perjury that the foregoing is true and correct.
Brian Rothenberg
Applicant Si Applicant Printed Name Da(e Signed
FOR ABC USE ONLY
Certified Correct (signature) Printed Name Inspection Date ABC-257 (Rev. 11/2024)
ATTACHMENT H
1W - Page 55
S. Palm Canyon Drive
S. Indian Canyon Drive
E. Tahquitz Canyon Way
NORTH
PLAZA
THEATRE
WELWOOD
MURRAY
MEMORIAL
LIBRARY
1W - Page 56
E9
CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: AUTHORIZE THE PURCHASE OF 22 NEW VEHICLES
FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:
This action will authorize issuance of purchase orders for the purchase of twenty-two (22) new vehicles in an amount not to exceed $1,295,775.16; three (3) new vehicles for Code Compliance; one (1) new vehicle for the Engineering Department; eleven (11) new vehicles for the Police Department; and seven (7) new vehicles for Public Works.
Funding for this action is available from the Motor Vehicle Funds (Fund 510 & Fund 260), separate funds established solely for the purchase of vehicles and equipment.
RECOMMENDATION:
1) Approve the issuance of a purchase order to Fiesta Ford, Inc., for the purchase of 9 new Ford F-150 XL Super Cab trucks, 1 new Ford Mustang Mach E, 1 new Ford Explorer Active, and 11 new Ford Explorer Police Interceptors in an amount not to exceed $1,295,775.16, inclusive of a 10% contingency.
2) After delivery of the new vehicles, declare existing vehicles being replaced as surplus and waive the equipment requirements of 7.08.02 (5) of the Palm Springs Municipal Code and approve the surplus equipment to go straight to auction; 3) Authorize the City Manager or designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form ( Attachment A) Fiesta Ford, Inc., is registered in the state of California.
BACKGROUND:
On June 5, 1996, the City Council adopted Resolution No. 18834 ( Attachment B ), establishing a new Equipment Replacement Policy. This policy outlined the requirements to replace vehicles depending on the type of vehicle, age, and mileage. A copy of the resolution is included in the attachments to this report. However, in the past e conomic 1X - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Authorization to Purchase Vehicles
recession, the City Council suspended regular vehicle replacements, allowing replacements only on an emergency basis. This created a backlog of vehicles that have higher mileage and worn conditions and require replacement. In recent years the City Council has authorized the purchase of new vehicles to replace existing vehicles, and to add vehicles for new positions that require a vehicle, helping to reduce the backlog of replacements/purchases.
STAFF ANALYSIS:
As the age of the City’s existing fleet of vehicles increases, the annual cost to maintain these vehicles also increases. Staff monitors the ongoing operational and maintenance cost of their older vehicles and have identified an inventory of vehicles that should be replaced with new vehicles given the accumulated cost of repairs in comparison to the current value of the vehicle. In certain additional cases, new vehicles are required to support additional staff.
The City’s Public Works Depart ment solicited quotes for the purchase of vehicles and received quotes as detailed below.
Costs listed below are on a per-vehicle basis
Vendor/Vehicle F-150
Super-Cab
Police
Hybrid
Interceptor
(Patrol)
Police
Hybrid
Interceptor
(Detective)
Explorer
Active
Ford
Mustang
Mach E
Electric
Fiesta Ford $49,192.47 $60,305.38 $54,925.91 $45,106.52 $42,917.90 Peoria Ford $50,181.28 $61,290.92 $55,239.56 $45,310.92 $42,090.23 National Auto
Fleet Group $53,332.58 $66,607.31 $59,859.87 $49,717.36 $44,433.30 *Note: In accordance with Palm Springs Municipal Code 7.03.08, Fiesta Ford, Inc., is a local vendor based in the Coachella Valley and therefore receives a 5% local preference.
The requested action includes the purchase of 9 new Ford F-150 XL Super Cab trucks, 1 new Ford Explorer Active, 1 new Ford Mustang Mach E, and 11 new Ford Explorer Police Interceptors. The purchase of these vehicles follows the City’s Environmentally Preferable Purchasing Policy.
Staff have identified the following lists of replacement and new vehicles for the departments indicated:
1X - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Authorization to Purchase Vehicles
Code Compliance:
Code Compliance has 1 existing vehicle that is 8 years old and requires replacement.
Existing Unit # Year Make/Model Mileage
400 2017 Chevrolet Volt 107,735
This vehicle is being replaced with the vehicle shown below:
Replacement Make/Model Cost
One (1) 2026 Mustang Mach E $42,917.90
Contingency 10% $4,291.79
Total Estimated Cost $47,209.69
*Vehicle Year, Make and Model may change due to availability.
Engineering:
The Engineering Department has one (1) existing vehicle that is 12 years old and requires replacement.
Existing Unit # Year Make/Model Mileage
809 2013 Ford Escape 93,525
This vehicle is being replaced with the vehicle shown below:
Replacement Make/Model Cost
One (1) 2026 Ford F-150 XL Super Cab $49,192.47
Contingency 10% $4,919.25
Total Estimated Cost $54,111.72
*Vehicle Year, Make and Model may change due to availability. 1X - Page 3
I I
I I
City Council Staff Report
September 25, 2025 -- Page 4
Authorization to Purchase Vehicles
Police Department:
The Police Department has 11 existing vehicles that are 8-13 years old and require replacement.
Existing Unit # Year Make/Model Mileage
006 2017 Ford Explorer Police Interceptor 135,710
032 2017 Ford Explorer Police Interceptor 28,125
060 2017 Ford Explorer Police Interceptor 114,872
067 2018 Ford Explorer Police Interceptor 69,288
084 2017 Ford Explorer Police Interceptor 104,307
087 2018 Ford Explorer Police Interceptor 70,208
090 2012 Ford Fusion 62,093
149 2017 Ford Explorer Police Interceptor 132,222
151 2017 Ford Explorer Police Interceptor 130,846
158 2013 Ford Fusion 130,173
169 2017 Ford Explorer 189,759
These vehicles are being replaced with the vehicles shown below:
Replacement Make/Model Unit Cost
Eight (8) 2026 Ford Explorer Police
Interceptor-Hybrid (Patrol) 8x $60,305.38 $482,443.04
Three (3) 2026 Ford Explorer Police
Interceptor-Hybrid 3x $54,925.91 $164,777.73
Contingency 10% $64,722.08
Total Estimated Cost $711,942.85
*Vehicle Year, Make and Model may change due to availability. 1X - Page 4
City Council Staff Report
September 25, 2025 -- Page 5
Authorization to Purchase Vehicles
Public Works:
Public Works has 3 existing vehicles that are 8-17 years old and require replacement.
Existing Unit # Year Make/Model Mileage
901 2017 Chevrolet Silverado 75,583
905 2008 Ford F-350 Pick Up 91,725
916 2013 Ford Escape 47,929
These vehicles are being replaced with the vehicles shown below:
Replacement Make/Model Unit Cost
Three (3) 2026 Ford F-150 Super Cab 3x $49,192.47 $147,577.41 Contingency 10% $14,757.74
Total Estimated Cost Grand Total $162,335.15
*Vehicle Year, Make and Model may change due to availability.
Fleet Additions:
Purchase six (6) new vehicles for positions not yet assigned a vehicle.
Make/Model Quantity Cost* Assigned To
2026 Ford F-150 XL
Super Crew 3x $49,192.47 $147,577.41 Public Works
2026 Ford F-150 XL
Super Crew 2x $49,192.47 $98,384.94 Code
2026 Ford Explorer
Active 1 x $45,106.52 $45,106.52 Public Works
Subtotal $291,068.87
Contingency 10% $29,106.89
Total Estimated Cost $320,175.76
*Vehicle Year, Make, and Model may change due to availability. 1X - Page 5
City Council Staff Report
September 25, 2025 -- Page 6
Authorization to Purchase Vehicles
ENVIRONMENTAL ASSESSMENT:
The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b), a Project does not in clude: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
Approval of this action supports City Council Priorities of Community Infrastructure and Public Safety.
FISCAL IMPACT:
Sufficient funding has been budgeted and is available in Motor Vehicle Fund accounts 5106560-60020 and 2606560-60020.
REVIEWED BY:
Assistant Director of Public Works: Daniel Martinez
Director of Public Works: David McAbee
Procurement and Contracting Manager: Tabitha Richards
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:
A. Public Integrity Disclosure Forms
B. Resolution No. 18834
1X - Page 6
ATTACHMENT A
1X - Page 7
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
FIESTA FORD INC.
2. Address of Entity (Principle Place of Business)
78990 VARNER ROAD, IND!O, CA 92203
3. local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
CALIFORNIA
If other than California, is the Entitv also reqistered in California? n Ye��
5. Type of Entity
l2J Corporation O Limited Liability Company D Partnership D Trust O 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
PAUL THIEL
PAM THIEL
TREVOR J. THIEL
(Revised 09 13 18)
0 Officer O Director O Member O Manager
[name]
D General Partner O Limited Partner
Oother
E2J Officer D Director D Member D Manager
[name]
[] General Partner D Limited Partner
□ Other
[2j Officer O Director O Member D Manager
[name]
0 General Partner D Limited Partner
D Other
CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Item 1G - Page 17
1X - Page 8
7. Owners/Investors with a 5% beneficial interest in the Applicant Entitv or a related entity
EXAMPLE
JANEDOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitt] -
A.
�· I --<1\ ) l oo7v-ro.v1 \f.-\t:.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
B.
NIA
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitv]
C.
N/A
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
D.
N/A
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
E.
N/A
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date �?ft-_
ELENA AVALOS
BUSINESS MANAGER
01/03/2024
CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 09 13 18)
Item 1G - Page 18
1X - Page 9
I
ATTACHMENT B
1X - Page 10
RESOLUTION NO. 18834
OF THE CITY COUNCIL OF THE CITY OF PALM
SPRINGS, CALIFORNIA, ESTABLISHING A INEW
REPLACEMENT POLICY FOR CITY EQUIPMENT.
WHEREAS Resolution No. 14138, adopted on February 3, 1982, modified the City Equipment • Replacement Policy established by Resolution No. 8521, adopted November 8, 1965; and WHEREAS equipment reliability and longevity has increased as technology has been perfected subsequent to the last update of the Equipment Replacement Policy; and WHEREAS staff, utilizing best management practices during the City's continuing efforts to balance its budget, has endeavored to extend the service of City equipment beyond the established policy life of the equipment; and
WHEREAS it is now desirable to establish a new Equipment Replc1cement Policy to formally increase the length of time or mileage the vehicles will be ope1rated by th,i City before replacement; and
WHEREAS it is also desirable to incorporate language related to the introduction of alternate fuel vehicles in the City fleet,
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs that:
Section 1:
Section II.
Resolution #14138 and any and all other previous Resolutions related to the City Equipment Replacement are hereby rescinded.
Replacement Schedule: City vehicles shall be replaced in accordance with the following schedule, provided that the Assistant Director of Transportation, Surface Transportation & Energy (Fleet Manager) shall have the responsibility of determining whether exceptionally good or exceptionally poor vehicles shall be replaced in accordance with the Replacement Schedule or possibly retained for a greater or lessor period, and upon such determination, departure from the schedule is allowed, subject to the approval of the Director, Department of Transportation:
REPLACEMENT SCHEDULE
Vehicle Type Replacement
1. Motorcycles 4 y ears*
2. Staff cars 6 years 01r 70,000 miles
(Bought Used)
3. Police Patrol Units 3 years o:r 90,000 miles
4. Police Detective Units 6 years or 70,000 milias
(Bought Used)
5. Truck & PickU1ps
A. Light Duty 8 years or 80,000 miles
(Up To 3/4 Toni
8. 1 Ton & Over 10 years
*Note: Age is based on model year.
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Rl8834
6, Specialized Equipment
(Such as Fire Trucks
Sweepers, etc.)
7. Equipment Loss Due To Accident
To be determined by the Fleet
Manager in consultation with the
user Department, subject to the
approval of the Director,
Department of Transportation based
on physical inspection and analysis
of current operating cost data and
mandated Regulations.
Immediately.
Section Ill. Vehicle Assignment/Rotation: Authorized vehicles are assigned to the various user departments via the budget process. User departments shall determine whom within their department utilizes which vehicle, except that the City Manager shall authorize and assign take-home vehicles. The Fleet Manager, after consulting with user departments, and with the consent of the Director, Department of Transportation, may rotate vehicles between user departments for operational efficiency or to extend the useful life of said vehicle.
Section IV. Methods of Acquisition: The Fleet Manager shall a cquire City equipment in accordance with the City's Procurement Ordinance.
Section V. Methods O'f Disposal: The Fleet Manager shall dispose of surplus equipment in accordance with the City's Procurement Ordinance. Surplus equipment may be traded in on new or used equipment provided that the value of the trade shall be included as part of the total expenditure for the purpose of determining Procurement Ordinance limits compliance.
Section VI. Alternate Fuel Vehicles: The Fleet Manager shall make every effort to incorporate alternate fuel vehicles within the fleet via purchase or conversion.
Whenever a vehicle is replaced, that operationally is suited for alternate fuel usage, there is a proven track record for the specific type of vehicle being replaced, and the specific "engine family" is approved for use in California by the California Air Resources Board, the bid shall include a comparison of gasoline/diesel equipment vs alternate fuel equipment.
Section VII. Accessories: After market accessories that are purchased to properly equip a piece of equipment to carry out its designated function, shall be included in the overall capital cost component of the City's Motor Vehicle Replacement account for the particular vehicle to ensure the vehicle user department bears the full cost of its equipment.
Section VIII. Reporting Format: When a vehicle is being replaced requiring City Council approval, the Staff Report shall include the following information:
Vehicle type, Identification Number of the vehicle (except for undercover vehicles), vehicle use characteristics, description of why it is being replaced, special needs or equipment, alternate fuel options/discussion.
ADOPTED this 5th day of June r 1996,
AYES:
NOES:
ABSENT:
ATTEST:
Members Barnes, Hodges, Oden, Spurgin and Mayor Kleindienst None
None
LIFORNIA
��c>(
\--.::,tity Clerk
REVIEWED & APPROVED AS TO FORM.-----"W,__;_,u)_. _____________ _ 1X - Page 12
CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: USE OF ENERGY PERFORMANCE INCENTIVE FROM OPTERRA (FORMERLY ENGIE) FOR CITY HALL BUILDING AUTOMATION
SYSTEM PROJECT
FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:
This action will authorize the use of annual energy savings incentive funds received from Opterra Energy Services to install a Building Automation System (BAS) at City Hall. The City receives an incentive payment from Opterra when verified energy savings e xceed the guaranteed thresholds. These funds will be reinvested into further energy-efficiency improvements at municipal facilities.
RECOMMENDATION:
1) Appropriate $160,764 from Miscellaneous Revenue account 520 -37045 to Facilities Maintenance Expense account 5206570-50115.
2) Authorize the City Manager or designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form ( Attachment B ), Opterra Energy Services, formerly ENGIE Services U.S. (Attachment C), is registered to do business in the state of California. No changes to business ownership or registration have been reported.
BACKGROUND:
The City of Palm Springs has a longstanding partnership with Opterra Energy Services (formerly ENGIE Services U.S.), who oversees the City's energy performance contract and Building Automation System (BAS) operations. As part of this agreement, Opterra provides energy monitoring, reporting, and optimization services for various City facilities.
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City Council Staff Report
September 25, 2025 -- Page 2
Use of Energy Performance Incentive from Opterra for City Hall BAS Project
Each year, Opterra conducts an analysis to verify whether energy savings exceed the contracted thresholds. While this review is performed annually, any performance -based incentive payments to the City are issued every five years, provided that cumulative savings are achieved. For the current 5-year cycle, the guaranteed savings were $4,239,455. The actual savings were $4,078,691 – for a difference of $160,764. The City received a payment of $160,764 per the contract guarantee.
Staff proposes using these funds to install a B uilding Automation System (B AS) at City Hall, which currently does not have centralized HVAC control or energy monitoring capabilities. The proposed installation will improve energy efficiency, optimize system performance, reduce utility costs, and support long-term sustainability goals.
STAFF ANALYSIS:
The installation of a BAS at City Hall is a logical and strategic investment that aligns with the City's ongoing energy efficiency goals. BAS technology enables centralized control of HVAC systems, improves occupant comfort, reduces operational costs, and facilitates proactive maintenance.
Using the incentive funds from Opterra directly supports the intent of the energy performance contract, reinvesting savings into projects that generate further efficiencies.
This approach reduces the burden on the General Fund and demonstrates the City’s commitment to responsible resource management.
The scope of work and pricing for the BAS installation will be reviewed and coordinated in consultation with Opterra, ensuring compatibility with existing systems and long -term service support.
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 contr acts for the above -mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
Approval of this action supports the City Council ’s Strategic Plan Overarching Principle of Sustainability as well as the Broad Goal of Infrastructure and Facilities as it improves facility operations, supports sustainability, energy efficiency , and the modernization of municipal infrastructure.
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City Council Staff Report
September 25, 2025 -- Page 3
Use of Energy Performance Incentive from Opterra for City Hall BAS Project
FISCAL IMPACT:
The City has received an energy savings incentive payment from Opterra Energy Services in the amount of $160,764. These funds will be used to cover the cost of installing a BAS at City Hall, estimated at $155,992.
REVIEWED BY:
Assistant Director of Public Works: Daniel Martinez
Director of Public Works: David McAbee
Director of Finance and Treasury: Kristopher J. Mooney
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:
A. Proposal from Opterra Energy for BAS installation services B. Public Integrity Disclosure Form
C. Assignment and Consent to Assignment Agreement for the Post-Construction Services Agreement Between the City of Palm Springs and Engie Services U>S> INC.
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ATTACHMENT A
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Engie Services U.S., Inc.
500 12th Street, Suite 300
Oakland CA 94607
August 19, 2025
David McAbee
Director of Public Works
City of Palm Springs
425 N Civic Drive
Palm Springs, CA 92262
760-323-8170 office
760-322-5581 fax
RE: Control C
ity Hall Upgrade
Dear Mr. McAbee
The following proposal is to upgrade and integrate 23 VAV boxes located at City Hall Expansion building, : MZU1, MZU2 and rooftop package units.
Please review the below details, and other pertinent terms and conditions and let me know if you have any additional questions.
Thank you for the opportunity!
Edward Jakimzak
Director, Reporting & Optimization
M. 714.482.5182
[email protected]
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a.......__
eNGie
Scope of Work:
Single Duct VAV Control VVT (23):
Provide and install the following:
• • (23) MP-V SmartX IP based VAV controller for factory installation • • (23) SmartX Room Temperature Sensor
• • (23) Supply Air Temperature Sensor
• • (23) Retrofit Pedo Pickups Kits
• • All IT interfacing, startup, graphics, and commissioning • • Line voltage conduit and wiring by div. 26
VAV 24vac Power Loop:
Provide and install the following:
• (1) 500va Transformer – 5 100va circuits
• New 16/2 24v power wiring for the (23) VAV controllers • All field terminations and labeling • Line voltage conduit and wiring by div. 26
Air Balancing of VAV Boxes Only:
Provide the following:
• Balancing of the existing (23) VAV boxes
• Associated supply diffusers (Includes linear diffusers) • NEBB Certification air balance report
• Reheat coils have been abandoned in place and will not require balancing
MZU1
Replace existing Schneider Electric AX-102 LON controllers with new MPV9a BACnet IP controllers and room sensors associated with MZU1and new graphics.
MZU2
Replace existing Schneider Electric AX-102 LON controllers with new MPV9a BACnet IP controllers and room sensors associated with MZU2 and new graphics.
Rooftop Package Units
Replace Pelican Controls and install current Schneider Electric SE8600 series controllers and integrate into MSTP network with new graphics.
• Package Unit #4
• Package Unit #5
• Package Unit #7
• Package Unit #8
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eNGie
Exclusions:
This proposal includes the scope of supply as in only section (Scope of Work). All additional work, if there is any, has not been considered and is excluded from this proposal.
Cost Estimate:
$155,992.00 (NTE)(includes all applicable taxes)
Payment to ENGIE Services U.S., Inc. is not contingent on Customer’s receipt of any insurance proceeds and will be invoiced by ENGIE Services U.S, Inc. to Customer in a lump sum upon the completion of the work under this Agreement. Payment due NET 30 upon receipt of invoice.
A. Acceptance and Notice to Proceed
IN WITNESS WHEREOF, and intending to be
legally bound, the Parties hereto subscribe their
names to this Agreement by their duly authorized
officers as of the date first set forth above.
ENGIE SERVICES U.S., Inc.:
City of Palm Springs:
By: _____________________ Date: _______ By: ________________________Date: _______
Name: Edward Jakimzak
Name: David McAbee
Title: Director, Reporting & Optimization
Title: Director of Public Works
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a.......__
eNGie
ATTACHMENT B
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9 1Y - Page 9
DocuSign Envelope ID: 458F7CD8-CC28-46O5-8CFF-73F14F550A3C
1. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
ENGIE Services U.S. Inc.
2. Address of Entity (Principle Place of Business)
500 12th Street, Suite 300, Oakland, CA 94607
3. Local or California Address (if different than #2)
150 East Colorado Blvd., Pasadena, CA 91105
4. State where Entity is Registered with Secretary of State Delaware
If other than California, is the Entity also registered in California?~ Yes D No
5. Type of Entity
[8] Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _S_e_e_a_t_ta_c_h_e_d_O_ff_ic_e_r_'s_l_is_t ________ D Officer □ Director □ Member □ Manager [name]
D General Partner D Limited Partner
□Other ____________ _
__________________ D Officer D Director D Member D Manager [name]
D General Partner D Limited Partner
□Other ___________ _
__________________ D Officer D Director D Member D Manager [name]
(Revised 05/16/19)
D General Partner D Limited Partner
□Other ___________ _
CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
10 1Y - Page 10
DocuSign Envelope ID: 458F7CD8-CC28-46O5-8CFF-73F14F550A3C
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 entity]
A.
ENGIE North America, Inc. 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER 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 r-:;DocuSigned by:
Dec 19, 2019
L°::=::~ Conrad Newberry, Regional Operations Director
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)
CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
ATTACHMENT C
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ASSIGNMENT AND CONSENT TO ASSIGNMENT AGREEMENT
FOR THE POST-CONSTRUCTION SERVICES AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS AND
ENGIE SERVICES U.S. INC.
THIS ASSIGNMENT AND CONSENT TO ASSIGNMENT AGREEMENT (“Consent”) is made as of this 12 th day of June, 2025 (“Effective Date”), by and between the City of Palm Springs , a charter city and municipal corporation (“City”), Engie Services U.S. Inc., a Delaware corporation (“Assignor”), and Opterra Energy Services LLC, a California limited liability company (“Assignee”).
City, Assignor, and Assignee may be individually referred to herein as a “Party,” and collectively referred to as the “Parties.”
RECITALS
A. Ci
ty and Assignor entered into the Post-Construction Services Agreement, dated January 30, 2020 (the “Agreement”). A copy of the Agreement is attached hereto as Exhibit “A” and incorporated herein by this reference.
B. Assignor now desires to assign to Assignee all of its rights, duties, and obligations in, to, and under the Agreement (“Assignment”).
C. Assignor and Assignee desire to obtain City’s consent to the Assignment and City is willing to consent to the Assignment on the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Consent, and for valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree as follows.
AGREEMENT
1. Repr
esentations and Warranties. Assignor and Assignee jointly represent and warrant to the City:
1.1 That Assignee is an organization in good standing and validly existing under the laws of the State of California.
1.2 That the execution, delivery and performance of the Agreement by Assignee have been duly authorized.
2. Assignment, Assumption and No Release. Assignor hereby assigns all of Assignor’s rights, title and interest in and to the Agreement to Assignee. Assignee expressly assumes, acknowledges and agrees for the benefit of City to be bound by, and to perform and comply with, every obligation of Assignor under the Agreement. City shall have the same rights and remedies as against the Assignee as City under the terms and provisions of the Agreement has against Assignor with the same force and effect as though every such duty, obligation, responsibility, right or remedy were set forth herein in full. Assignee shall have the same rights and remedies as against the City as Assignor under the terms and provisions of the Agreement has against City with the same force and effect as though every such duty, obligation, responsibility, right or remedy were set forth herein in full.
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3. References. All references and meaning assigned to the term “ Contractor” in the Agreement shall be understood to mean Assignee and shall include all of the corresponding rights, obligations and benefits thereof as provided by this Consent and the Agreement.
4. Subsequent Assignments. This Consent does not constitute a consent to any subsequent assignment and does not relieve Assignee or any person claiming under or through Assignee of the obligation to obtain the consent of City to any future assignment. Notwithstanding the foregoing, City may consent to subsequent assignments of the Agreement, or amend the Agreement without notifying Assignor, including but not limited to any of Assignor’s guarantors, and without obtaining their consent, and that action by Assignee will not relieve those persons of liability.
5. Default; Breach. In the event of any default or breach of Assignee under the Agreement, City may proceed directly against Assignee, any guarantors, or anyone else liable under the Agreement without first exhausting City’s remedies against any other person or entity liable under the Agreement to City.
6. Termination. Notwithstanding the Parties’ desire, intent and agreement to modify the Agreement through the Assignment and this Consent, should the City or Assignee, at its sole discretion, wish to cancel, void or terminate the Agreement at any future time, the terminating Party may do so by providing written notice of termination to the other Party in accordance with the termination provisions of the Agreement. In such an event, simultaneously upon the giving of written notice of termination in accordance with the terms of the Agreement, the Agreement and this Consent shall be deemed canceled, voided and terminated.
7. Effect of Execution. Assignee’s execution of this Consent shall be deemed an execution by Assignee of the Agreement . Upon execution of this Consent, Assignee shall be deemed a signatory and party to the Agreement as if Assignee had directly executed the Agreement.
Assignee agrees to be firmly bound by all covenants, obligations and conditions of the Agreement by its execution hereunder.
8. General Provisions.
8.1 Invalidity. If this Consent or the Assignment is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, the Agreement as originally executed shall nevertheless be deemed to remain in full force and effect as if this Consent and the Assignment had not been made or attempted.
8.2 Severability. If any term or other provision of this Consent is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Consent shall remain in full force and effect.
8.3 Governing Law. This Consent will be construed in accordance with and will be governed by the laws of the State of California. Venue shall be in Riverside County, California.
8.4 Notices. Notices, offers, requests or other communications required or permitted to be given by the P arties pursuant to the terms of this Consent shall be given in writing to the respective Parties.
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8.5 Counterparts. This Consent may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.
8.6 Binding Effect; Assignment. This Consent shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Consent, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Consent. Assignee may not assign this Consent nor any rights or obligations hereunder, without the prior written consent of the City, and any such assignment shall be void.
8.7 Authority. Each of the Parties hereto represents to the other Parties that (a) it has the requisite power and authority to execute, deliver and perform this Consent; (b) the execution, delivery and performance of this Consent by it have been duly authorized by all necessary corporate or other actions; (c) it has duly and validly executed and delivered this Consent; and (d) this Consent is a legal, valid and binding obligation, enforceable against it in accordance with its terms.
8.8 Interpretation. The headings to sections contained in this Consent are included for reference purposes only and shall not affect or modify in any way the meaning or interpretation of this Consent.
8.9 Attorneys’ Fees. Should any of the Parties initiate any action at law or in equity to enforce or interpret the terms of this Consent, the prevailing party(ies) shall be entitled to reasonable attorneys’ fees and legal costs from the non- prevailing party(ies) in addition to any other appropriate relief.
8.10 Waiver. Except as explicitly stated in this Consent, nothing contained in this Consent will be deemed or construed to modify, waive, impair, or affect any of the covenants, agreements, terms, provisions, or conditions contained in the Agreement.
8.11 Entire Agreement; Amendment. This Consent constitutes the final, complete and exclusive statement between the Parties to this Consent pertaining to the terms of City’s consent to the Assignment, and supersedes all prior and contemporaneous written and oral agreements.
No P arty has been induced to enter into this Consent by, nor is any Party relying on, any representation or warranty outside those expressly set forth in this Consent. Any agreement made after the date of this Consent is ineffective to modify, waive or terminate this Consent, in whole or in part, unless that agreement is in writing, is signed by the City and Assignee, and specifically states that agreement modifies this Consent.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 14
SIGNATURE PAGE TO
THE ASSIGNMENT AND CONSENT TO ASSIGNMENT AGREEMENT
FOR THE POST-CONSTRUCTION SERVICES AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS AND
ENGIE SERVICES U.S., INC.
WHEREFORE, the City, Assignor and Assignee have executed this Consent as of the Effective Date first set forth above.
FOR CITY:
APPROVED BY:
Scott Stiles
City Manager
ATTESTED BY:
Brenda Pree, MMC, CERA
City Clerk
APPROVED AS TO FORM:
Jeffrey S. Ballinger
Best Best & Krieger LLP
City Attorney
FOR ASSIGNOR:
ENGIE SERVICES U.S. INC.
APPROVED BY:
Gary Reams
Vice President
FOR ASSIGNEE:
OPTERRA ENERGY SERVICES LLC
APPROVED BY:
Gary Reams
Vice President
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 15
~
G _1°-ri;AQ,ocu ~Sig"f:..n~e~b~y: _______ ec::·'
QoAQAF[BolE7011Q ... 1/VL
EXHIBIT “A”
Post Construction Services
Agreement A8470 City of Palm
Springs and ENGIE Services U.S.
ENGIE Services Project #
ENGIE Services Contract # R3464
POST-CONSTRUCTION SERVICES AGREEMENT
This POST-CONSTRUCTION SERVICES AGREEMENT (this "Agreement") is made and entered into as of January 30, 2020 by and between ENGIE Services U.S. Inc., a Delaware corporation with California State Contractor's License Number 995037 (" Contractor"), and the City of Palm Springs, a California charter city and municipal corporation, ("City"). City and Contractor are sometimes hereinafter collectively referred to as the •Parties" and individually as a
RECITALS
WHEREAS, City owns and operates certain Facilities, including a Municipal Plant consisting of a co- generation engine and chiller system providing power and heating/cooling to various municipal buildings including the Airport City Hall, County Building (CVE P)I Corporate Yard, Fire Station No. 2. and the Police Departrnent & Training Center, (the "Municipal Plant");
WHEREAS, City previously entered into that certain Energy Services Contract with Chevron Energy Solutions Company, a Division of Chevron U.S.A., Inc., a Pennsylvania corporation, (hereinafter "CES"), dated July 29. 2013, (hereinafter the "Energy Services Contract");
WHEREAS, in September 2014 CES was acquired by Oaktree Capital Management. and merged into its renewable energy services company, OpTerra Energy Group, to be managed as OpTerra Energy Services; WHEREAS, in February 2016, OpTerra Energy Services was acquired by ENGIE Groupf to be managed as ENGIE Services U.s., Inc.;
WHEREAS, pursuant to Article 25 of the Energy Services Contract, ENGIE Services U.S. is the legal successor to CES, and is a Party to the Energy Services Contract; WHEREAS. pursuant to the terms and conditions of the Energy Services Contract, ENGIE Services U.S. predecessor CES was obligated to design, construct, and commission certain Energy Conservations Measures ( U ECMs"), to generate certain Energy Conservation Savings ("EC Savings") sufficient to pay the total debt service incurred by City in financing (through issuance of a bond) the original contract amount of $17,507,842 of the Energy Services Contract;
WHEREAS, Attachment "G" of the Energy Services Contract incorporated a "Savings Measurement & Verification Plan" identifying the EC Savings associated with the various ECMs to be completed by CES, including ECMs related to the Municipal Plant;
WHEREAS, pursuant to the terms and conditions of the Energy Services Contract, as a condition of receiving guaranteed EC Savings, the City agreed to retain CES for a post -construction measurement and verification term of five (5) years. more fully described and identified on Attachment "G" of the Energy Services Contract. inclusive of ECS providing an Energy Resource Manager to the City, at an annual cost of $144,700 for the first year following Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 16
final completion of the ECMs, escalating to an annual cost of $163,300 for the fifth year following completion of the ECMs;
WHEREAS, pursuant to the terms and conditions of the Energy Services Contract, CES was required to develop a Project Schedule for the design, construction and commissioning of the ECMs, and was obligated to achieve Substantial Completion of the Work by no later than thirty (30) months following the City's issuance of a Notice to P roceed ;
WHEREAS, on August 1, 2013. the City issued CES its Notice to Proceed; WHEREAS, pursuant to the terms and conditions of the Energy Services Contract CES and its successors were required to achieve Substantial Completion on or before February 1, 2016; WHEREAS. following start up and testing of the Municipal Plant it was discovered that the Municipal Plant was not fully compliant with air quality emissions standards identified in the permits obtained by CES on behalf of the City and issued by South Coast Air Quality Management District CSCAQMD") for the Municipal Plant (the U
SCAQMD Permits"); WHEREAS, on behalf of the City, CES and its successors evaluated modifications to the Municipal Plant necessary to conform to requirements stipulated in the SCAQMD Permits;
WHEREAS, ENGIE Services U.S. and its predecessors -in-interest, at their sole cost, have continued to evaluate. design, and construct certain modifications to the Municipal Plant, from approximately June 2016 to the present date, (hereinafter the "Extended Commissioning Period"), and have, at their sole cost, paid for certain repairs and maintenance related to the Municipal Plant during the Extended Commissioning Period. all in an effort to demonstrate compliance with the SCAQMD Permits;
WHEREAS, during the Extended Commissioning Period, ENGIE Services U.S. has successfully demonstrated compliance with the SCAQMD Permits, and the City prefers to retain ENGIE Services U.S. for post - construction services at the Municipal Plant to ensure its compliance with the SCAQMD Permits; WHEREAS, ENGIE Services U.S. is a full-service energy services company with the technicat capabilities to provide services to the City including, but not limited to, post-construction services for the Municipal Plant; WHEREAS, ENGIE Services U.S. has agreed to provide the City with the post -construction measurement and verification services, more fully described and identified on Attachment "G" of the Energy Services Contract. on the tens and subject to the conditions of this Agreement; and
WHEREAS, pursuant to the terms and conditions of this Agreement, the Parties intend for this Agreement to operate as a Post-Construction Monitoring, Operation and Maintenance Agreement to supersede and terminate the Energy Services Contract as set forth herein.
NOW, THEREFORE, the City and Contractor hereby agree as follows:
ARTICLE 1.DEFINITIONS
For purposes of this Agreement and its Attachments, the defined terms herein shall have the meaning set forth as follows:
"Accumulated Savings" means, as of any date of determination, the cumulative total of Excess Savings. "Actual Energy Rate' means, for any Measurement Period, utility rates calculated by Contractor using actual utility billing information supplied by the City for that Measurement Period "Agreement" is defined in the Preamble and includes all Attachments hereto (all of which are incorporated herein), as wetl as all amendments, restatements. supplements and other modifications hereto. "Applicable Law" means any statute. lawn treaty. building codes, rule, regulation, ordinance. code, enactment, injunction, writ. order. decision, authorization, judgment. decree, protocol, procedure or other legal or regulatory determination or Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 17
restriction by a court or Governmental Authority or competent jurisdiction, as may be in effect at the time the Monitoring Services are undertakem
"Applicable Permits" means alt pemits, waivers, authorizations, or licenses issued or required to be issued by any Governmental Authority in connection with the Monitoring Services. "Assessment Work" means work required to assess the effect on EC Savings for any significant changes to the Facilities (including, but not limited to. building additions. new buildings, and new or changed HVAC equipment).
"Base Energy Rate" means the dollars per energy unit for each building and/or each ECM, set forth in the Savings Measurement and Verification Plan and used by Contractor to calculate the EC Savings.
"Baseline• means the energy use established by Contractor from time to time (and accepted by the City Manager, which acceptance shall not unreasonably be withheld) for each building in the Facilities, taking into consideration Energy Use Factors for such buildings.
"Beneficial Use" means when major new equipment and systems included in the Scope of Work of the Energy Savings Contract are properly installed* inspected, operational, and are being used for their intended purpose.
"Business Day" means any calendar day other than a Friday, Saturday. a Sunday or a calendar day which the City recognizes as a public holiday.
"Certificate of Final Completion" means the certificate issued by Contractor to City pursuant to the Energy Services Contract, including the certification by the Parties that Contractor and City have inspected the Work and the Work is complete.
"City" is defined in the Preamble
"Construction Period" means the period beginning with the first day of the month in which equipment is first installed at the Facilities under the Energy Services Contract and continuing until the Post-Construction Services Commencement Date.
"Dispute" is defined in ARTICLE 1414.
"EC Savings" means the savings in units of dollars ($) calculated by Contractor in the manner set forth in the Savings Measurement and Verification Plan, achieved through the reduction in consumption or demand through implementation of the Work.
"EMS" means an energy management system.
'Energy Delivery Point" means, for each Generating Facility, the point at which Utility meter energy is being delivered, as designated in the Interconnection Agreement.
"Energy Rate Factors" means factors identified by Contractor (and accepted by the City Manager. which acceptance shall not be unreasonably withheld) which may affect utility rates from the local utility companies.
"Energy Savings Report" is defined in Section 4.04.
"Energy Savings Term" means the period beginning on the first day of the Construction Period and ending on the earlier of: (i) the day immediately preceding the fifth (5th) anniversary of the Post -Construction Services Commencement Date (unless extended pursuant to Section 4.01(a)); (ii) the termination of this Agreement; (iii) the termination by City of the Savings Guarantee in accordance with Section 4.07; or (iv) the failure by the City to pay the M&V and Support Services Fee in accordance with Section 2.02. "Energy Services Contract" means the agreement made and entered into on 29 July 2013, by and between Chevron Energy Solutions Company. as predecessor- in-interest to ENGIE Ser.'ices U.S. and the City of Palm Springs.
"Energy Unit Savings" means the savings in units of energy, power, water, etc.. calculated by Contractor in the manner set forth in the Savings Measurement and Verification Plan, achieved through the reduction in consumption or demand through implementation of the Work.
"Energy Use Factors" means factors identified by Contractor (and accepted by the City Manager, which acceptance shall not unreasonably be withheld) which may affect the Baselines or energy use for the Facilities, Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 18
including but not limited to: hours and levels of occupancy; adjustments in labor force; building use and operational procedures, temperature, humidification, and ventilation levels; installed lighting and scheduled use; building construction and size; general level of repair and efficiency of heating and air conditioning equipment and other energy- using equipment; and amount of heating and air conditioning and other energy -using equipment.
"Energy Use Savings" means. for any Measurement Period, those savings, having units of dollars ($), achieved for such Measurement Period through reductions in energy use, energy demand, water use, and the use of other commodities.
"ENGIE Services U.S." is defined in the Preamble.
"Excess Savings" means the excess of EC Savings over Guaranteed Savings, calculated in the manner set forth in Section 4.08(d).
"Facilities or Facility" means one or more of the City-owned facilities described in ATTACHMENT A. "Final Completion" means when 100% of the engineering and construction Work as identified in the Scope of Work of the original Energy Services Contract has been completed by Contractor and accepted by the City Manager, including completion of all required training, and delivery to the City of the final documentation (as - built drawings, O&M Manuals and warranty documentation).
"Generating Facility" means the cogeneration facility located at Municipal Plant and includes all associated equipment that may be necessary to connect such facility to the applicable Energy Delivery Point.
"Governmental Authority" means any federal, state, regional, town, county, city, municipal or local government agency, department or regulatory body having jurisdiction under Applicable Law over the matter in question.
"Guarantee Payment" means, for any Measurement Period, either: (i) a cash payment by Contractor to the City in an amount equal to the Guarantee Shortfall for that Measurement Period pursuant to Section 4.01(b) ; or (ii) additional energy services or energy saving retrofits requested by the City with an agreed value equal to the Guarantee Shortfall for that Measurement Period pursuant to Section 4.01 (c) .
"Guarantee Shortfall" means an amount calculated in accordance with Section 4.09. "Guaranteed Savings" means, for any Measurement Period. the dollar amount set forth below for such Measurement Period, as the same may be adjusted from time to time by Contractor (and accepted by the City Manager, which acceptance shall not unreasonably be withheld) for changes in Energy Rate Factorsr Energy use Factors and consequential revisions to the relevant Baseline:
Measurement Period Guaranteed Savings
1 $4,239,455
2 if extension o tion
exercised
"Interest" shall mean interest calculated at the lesser of (i) the prime rate plus Wyo percent (2%) or (ii) the maximum rate permitted by Applicable Law. The "prime rate" shall be "Prime Rate" of interest per annum for domestic banks as published in The Wa ll Street Journal in the "Money Rates" section, or if such rate ceases to be published in The Wall Street Joumal or The Wall Street Journal ceases publication, such other rate as agreed by the Parties.
"IPMVP" means the International Performance Measurement and Verification Protocol prepared by Efficiency Valuation Organization.
"Measurement Period" means each five- year period following the Post -Construction Services Commencement Date.
"M&V and Support Services" means the measurement and verification and support services to be performed by Contractor in accordance with the terms and subject to the conditions of this Agreement.
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$5,157,944
"M&V and Support Services Fee Credit" means a credit available to City in an amount equivalent to the first three
(3) years of the first Measurement Period, consisting of the first annual fee otherwise payable of Six Hundred Seventy-Five Thousand Seven Hundred Dollars ($675,700.00), plus the second annual fee otherwise payable of Six Hundred Ninety-Five Thousand Nine Hundred Seventy-One Dollars ($695,971.00), plus the third annual fee otherwise payable of Seven Hundred Sixteen Thousand Eight Hundred Fifty Dollars and Thirteen Cents ($716,850.13), for the total amount of Two Million Eighty -Eight Thousand Five Hundred Tw enty-One Dollars and Thirteen Cents
"M&V and Support Services Fee" means an annual fee payable in advance in quarterly installments by City to Contractor The annual fee for the first (1 st) year of the first (1 st) Measurement Period shall be Six Hundred SeventyFive Thousand Seven Hundred Dollars ($675,700.00), and the quarterly installment for the first (I S) year of the first (1 st) Measurement Period shall be One Hundred Sixty- Eight Thousand Nine Hundred Twenty- Five Dollars
The M&V and Support Services Fee shag be increased annually thereafter at a rate of three percent (3%} per annum, each increase to be effective on the first day of each subsequent year of the Measurement Period. The M&V and Support Services Fee for the fir st three (3) years of the first (1 st) Measurement Period
shall be waived.
"Party" and "Parties* are defined in the
Preamble.
"Post-Construction Services Commencement Date" means the first day of the month immediately following the later of (i) the fuC execution of this Agreement, and (ii) the execution of the Certificate of Final Completion by both Parties.
*Project Location• means that area or areas where the Work was completed for the Energy Services Contract. *Retainage" means the Retainage (as defined in the Energy Services Contract) previously withheld by the City from payments made to predecessors -in-interest of Contractor in the amount of Nine Hundred Thirty- One Thousand Two Hundred Forty-Five Dollars and Forty-Nine Cents ($931 ,245.49),
"Savings Measurement and Verification Plan" means the methodologies and calculations set forth in ARTICLE 4 which provides for the quantification of Energy Unit Savings. "SCAQMD" means South Coast Air Quality Management District *Stipulated Non-Energy Savings" means, for any Measurement Period, those savings, having units of dollars ($), achieved for such Measurement Period through reductions in non-energy costs due to the implementation of the Work, Stipulated Non- Energy Savings shall be stipulated by the Parties and set forth in the Savings Measurement and Verification Plan,
'Substantial Completion" means the stage in the progress of the Work or portion of the Work, where the Work or portion of the Work is sufficiently complete in accordance with this Contract so that City can utilize and take beneficial use of the Work for its intended use or purpose.
"Term" is defined in Section 2.07.
"Work' means the work completed by Contractor pursuant to the Scope of Work of the original Energy Services Contract. subject to any Change Orders, and includes all design and engineering work and construction work.
ARTICLE 2.COMPENSATION; TERM
Section 2.01 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with Section 2.02. Compensation for required services (excluding any optional services pursuant to Section 2.04) shall not exceed the maximum annual contract amount of Six Hundred Seventy Five Thousand Seven Hundred Dollars, ($675,700) (the "Maximum Contract Amount") with an annual escalation of Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 20
$2,088
25.00).
three percent (3%), except as may be provided under Section 2.04. The Maximum Contract Amount shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Contract or accepts the risk that the scope of services identified in ARTICLE 3 may be more costly and/or time-consuming than Contractor anticipates, and that Contractor shall not be entitled to additional compensation for required (and not optional) services set forth in ARTICLE 3 . The maximum amount of city's payment obligation under this Section 2.01 is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Contractor's services under this Agreement are completed, Contractor shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount, in addition to compensation for any optional services pursuant to Section 2.04.
Section 2.02 M&V and Support Services Fee Invoicinq and Payment . The M&V and Support Services Fee for the first three (3) years of the first (1 st) Measurement Period shall be waived in an amount equivalent to the M&V and Support Services Fee Credit, and the M&V and Support Services shall be provided by Contractor at no charge to City for such Measurement Periods. Commencing with the fourth (4th) year of the first (1 st) Measurement Period,
the applicable M&V and Support Services Fee of Seven Hundred Thirty- Eight Thousand Three Hundred Fifty.Five Dollars and Sixty -Three Cents ($738,355.63) shall become due and payable, and Contractor shall invoice City for the quarterly installment of the applicable M&V and Support Services Fee in a lump sum on the first day of each quarter of the fourth (4th) year of the first (1 st) Measurement Period. Commencing with the fifth (5th) year of the first (1 st) Measurement Period, the applicable M&V and Support Services Fee of Seven Hundred Sixw Thousand Five Hundred Six Dollars and Thirty Cents ($760,506.30) shall become due and payable, and Contractor shall invoice City for the quarterly installment of the applicable M&V and Support Services Fee in a lump sum on the first day of each quarter of the fifth (5
th) year of the first (1 st) Measurement Period. City shall pay Contractor such quarterly installment of the applicable M&V and Support Services Fee, without any retention amount withheld. within forty - five (45) calendar days after its receipt of the corresponding invoice. A failure to timely approve and pay an invoice hereunder shall be a material default by City under this Agreement, unless the City gives C ontractor prior written notice of its intent to terminate the Agreement in accordance with the provisions herein.
Section 2.03 Retainaqe Invoicing and Payment. Upon execution of this Agreement, Contractor shall invoice City the Retainage which will be paid by City within forty-five (45) calendar days after its receipt.
Section 2.04 Optional Additional Services Fee Invoicinq and Payment. If during the Term of this Agreement the City requires Optional Additional Services pursuant to Section 3.02(c), City shall be responsible for payment of the direct costs associated with the Optional Additional Services, and Contractor shall be entitled to additional compensation. Given the emergency nature anticipated with the occurrence of an event requiring the City's need for Optional Additional Services pursuant to Section 3.02(c), the Parties hereby agree that an initial authorization of compensation shall not exceed Twenty- Five Thousand Dollars ($25,000.00) for any such event without the prior written approval of the City Manager. Contractor will endeavor to provide City with an estimated cost of Optional Additional Services at the time requested by the City, followed by an itemized invoice accounting for all direct costs incurred by Contractor associated with the Optional Additional Services. City shall have an opportunity to review and approve the fina' itemized accounting of Optional Additional Services, whose approval shall not be unreasonable withheld. and will pay Contractor within forty -five (45) calendar days after its approval. The total maximum annual amount authorized for Optional Additional Services shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00), unless otherwise approved by the City Council.
Section 2.05 Assessment Work Fee Invoicing and Payment If during the Term of this Agreement the City provides written approval for performance of either required or optional Assessment Work pursuant to Section 4.02(0, City shall be responsible for payment of the direct costs associated with the Assessment Work, and Contractor shall be entitled to additional compensation as identified in the fee schedule included with the detailed written proposal for the Assessment Work provided by Contractor and approved by City. Upon commencement of Assessment Work to be performed by Contractor following City's written approval therefore, Contractor shall submit to the City for its review a monthly progress payment for Assessment Work services completed in the preceding month, and will pay Contractor each monthly progress payment within forty-five (45) calendar days after its approval.
Section 2.06 Interest. Any amount not paid when due shall, from and after the due date, bear Interest.
Accrued and unpaid Interest on past due amounts (including Interest on past due Interest) shall be due and payable Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 21
upon demand. The M&V and Support Services Fee is not refundable for any reason. unless the City gives Contractor prior written notice of its intent to terminate the Agreement in accordance with the provisions herein.
Section 2.07 Term. Unless earlier terminated under this Agreement, this Agreement shall continue in full force and effect for a period of five (5) years commencing on the Post -Construction Semces Commencement Date (the "Term"). At the sole discretion of the City. the Term may be extended for a period of five (5) years, (the "First Extension") by City providing written notice of its intention to exercise the First Extension to Contractor no later than One Hundred Eighty (180) days prior to the end of the Term. By mutual agreement of the Parties, the Term may be extended for a second period of five (5) years, (the "Second Extension"), by City providing written notice of its desire to exercise the Second Extension to Contractor no later than One Hundred Eighty (180) days prior to the end of the First Extension, and Contractor agreeing in writing to the Second Exte nsion.
Section st 2.08 Termination Prior to Expiration of Term. Following commencement of the fourth (O) year of the first (1 ) Measurement Period, City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Contractor thirty (30) days written notice. 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 such notice, City shall pay Contractor for services performed through the date of termination. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement unless stated otherwise in the notice or by written authorizatio n of the City Manager. After such notice. Contractor shall have no further claims against the City under this Agreement, Upon termination of the Agreement under this section, Contractor shall submit to the City an invoice for work and services performed pr ior to the date of termination. In no case will the Contractor be obligated to honor the Guaranteed Savings for partially completed Measurement Periods.
Section 2.09 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.
ARTICLE 3.POST-CONSTRUCTION SUPPORT SERVICES
Section 3.01 Enerqy Resource Manaqer. Contractor shall at its sole cost and expense employ or retain by sub-contract and provide to City in accordance with this ARTICLE 3, an Energy Resource Manager (ERM) to provide professional services to City and its on -site cogeneration technicians and other staff, who will work in conjunction with Contractor's Energy Management Group to ensure that the Facilities are operating properly. and that the Energy Use Savings are realized. The ERM will focus on ensuring that equipment is turned off when not needed and will work with the City to investigate and resolve heating and cooling problems.
In addition, the ERM will have the time. opportunity, and in-depth knowledge of the Facilities that will facilitate ongoing recommendation for energy savings opportunities,
The ERM for this project will have the following duties and responsibilities:
(a) Municipal Cogeneration and Sunrise Central Plants
• Review, implement, and adjust control strategies of the plant on a monthJy basis, • On a weekly basis, monitor and analyze the performance of the equipment including cogeneration engines, chillers, and other balance of plant equipment for optimization of operating sequences for energy savings.
• Assist the City in coordinating and managing system maintenance, storage of spare parts, and proper site safety procedures and programs.
• Troubleshoot and assess unplanned outages.
• Manage the maintenance contract at Municipal Central Plant to ensure proper and timely maintenance is being performed.
(b) Energy Management System
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Apprpprlatloo,. -----
• Schedule all applicable city buildings on a weekly basis; review temperatures settings, digital inputs, weekly schedules, holiday and daylight savings time changes. • Provide response and support for alarms that are reported by the system. • Assist the City with system re -commissioning. software patches, software version upgrades, and workstation support on an annual basis.
(c) Water Irrigation Contro' System
• Spot check, review, implement, and adjust control strategies of the irrigation control on a monthly basis. • Notify City of any alarms or manual overrides.
(d) During the Term of this Agreement the ERM will be employed by Contractor full-time and furnished to the City 40 hours per week with the exception of hohdays and Paid Time Off A minimum of 20 hours per week to be physically onsite.
Section 3.02 Cogeneration Operations Support Services. (a) Coqeneration Enqine Continuous Monitorinq. During the Term of this Agreement, Contractor shall provide continuous real-time monitoring and management of the cogeneration engine and its associated equipment at the Municipal Plant with a 24/7/365 remote support staff available to provide technical support to the City's onsite cogeneration technicians and other staff during the City's normal business hours, ensuring the reliability and efficiency of the Municipal Plant. Alarming points to be continuously monitored include the following'
Continuous Emissions Control System (CEMS) (NOX and CO VOC emissions levels, Ammonia (NH3) slip)
Low jacket water pressure
High jacket water pressure
High charge temp (max)
High engine Oit temp
Low engine oil pressure
Malfunction of engine cooling water pump
Engine vibration
PHWPI high temp loop failure PHWPI low temp loop failure PHWP2 high temp loop failure
PHWP2 tow temp loop failure
Continuous monitoring and management of the cogeneration engine and its associated equipment includes immediate dispatch by Contractor of contractors engaged by Contractor to be available to respond and provide technical support. or perform maintenance or make repairs to the cogeneration engine and its associated equipment at the Municipal Plant as may be required to maintain operation within its optimal parameters and SCAQMD regulations, outside of the City's normal business hours and/or when the City's on-site cogeneration technicians and/or other staff are not otherwise available.
(b) SCAQMD Emissions Penalty & Variance Coverage . During the Term of this Agreement, Contractor shall monitor and evaluate emissions levels from the Continuous Emisstons Monitoring System (CEMS) for conformance with emissions levels identified in the applicable permits issued by SCAQMD for the cogeneration engine and its associated equipment at the Municipal Plant, (the "SCAQMD Permits'), and provide SCAQMD with all required emissions reports as otherwise required by the SCAQMD Permits. If any emissions exceedance occurs. Contractor will pay in full the penalty amount on behalf of City or reimbursed in full to City. If continued operation or maintenance of the cogeneration engine and its associated equipment at the Municipal Plant has caused or is likely to cause emissions levels to exceed levels authorized by the SCAQMD Permits, Contractor will: (1) furnish technical and legal support as necessary to prepare and file variance applications with SCAQMD; (2) arrange for attendance by its technicat and legal support team at any meetings with SCAQMD staff and/or its Hearing Board in its consideration and Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 23
•
• • • • • • • • • •
•
review of variance applications; and (3) pay atl related costs in securing variances for continued operation of the cogeneration engine and its associated equipment at the Municipal Plant in accordance with the SCAQMD Permits. In the event SCAQMD denies approval of a variance, Contractor, at its cost, will design and construct any such modifications to the cogeneration engine and its associated equipment at the Municipal Plant as may be required to obtain compliance with emission levels authorized by the SCAQMD Permitsv subject to review, approval by SCAQMDt including approval by SCAQMD of modified permits for the cogeneration engine and its associated equipment at the Municipal Plant. NoWithstanding anything to the contrary in this Section 3.02(b), Contractor shall not be responsible for any emissions exceedances, variances or modifications to the cogeneration engine and associated equipment that result from or are required by a change in the SCAQMD standards that do not allow for grandfathering of such coge neration engine and its associated equipment.
(c) Coqeneration Enqine Operation & Mantenance. During the Term of this Agreement, Contractor shall supplement the City's existing on- site cogeneration technicians and other staff, and provide full "tum -keY' operation and maintenance services (both routine maintenance and any repairs, whether under wa rranty or outside of warranty) of the items listed in ATTACHMENT B Covered Equipment A diagram showing the location of Covered Equipment is incorporated herein as ATTACHMENT "BI" . If the Covered Equipment faults, malfunctions, or experiences operation degr adation due to Its own causes, failed mechanical equipment will be repaired or replaced, defective parts will be furnished and replaced. required maintenance will be performed. and the Covered Equipment will be restored to its optimal operating parameters by Contractor at no cost to City. If the Covered Equipment experiences a mechanical fault, malfunctions, or experiences performance degradation due to external factors (outside Contractor's direct control. subject to City's agreement as to the existence of such extemal factor beyond Contractor's direct control, whose approval will not be unreasonably withheld) such as vandalism, Force Majeure event, fuel availability, balance of plant equipment. electric grid events or deficiencies. or thermal load deficien cies, City will be responsible for restoring the Covered Equipment to optimal operating parameters with the City's on- site cogeneration technicians or other staff. Alternatively, if
the City's on -site cogeneration technicians or other staff are unable to restore the Covered Equipment to optimal operating parameters; or. a mechanical fault, malfunction, or performance degradation occurs outside of the City's normal business hours and c annot be immediately resolved with the City's on -site cogeneration technicians or other staff, the Covered Equipment will be restored to its optimal operating parameters by Contractor at the City's cost, (considered the "Optional Additional Services').
(i) Routine maintenance activities to be provided by Contractor will correspond with maintenance of the Covered Equipment in accordance with the manufacturers specifications and requirements, and includes Emissions testing Vibration analysis Oil changes Annual alignment Coolant changes
Engine lubricating oil and generator grease supply
Engine lubricating oil sample kits & analysis
Coolant & corrosion inhibitor supply, and coolant sample kits & analysis Urea Procurement & Delivery
It is hereby acknowledged and agreed that excluded from the routine maintenance activities of the Covered Equipment to be provided by Contractor is the major overhaul of the cogeneration engine at the Municipal Plant to be scheduled in accordance with the manufacturer's recommendation occurring after 60.000 hours of operation. The City will be responsible for paying costs associated with this major overhaul.
(ii) Routine inspections and testing to be performed by Contractor on the Covered Equipment at appropriate engine intervals on the following components/functions in accordance with the manufacturer's specifications and requirements, and includes:
Intake air, ignition system
Diane panel
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• • • • •
• •
• • •
•
Cylinder heads
Fuel system Heat exchangers
Thermo reactor
Oxidation catalyst
Lubrication & coolant systems
Cooling water pump
Electrical generator
Flex coupling
Turbocharger and batteries
Continuous Emission Monitoring System (CEMS)
Quarterly (CGA) CEMS Annual RATA and VOC testing
Annual NH3 slip testing (SCR)
Quarterly cylinder gas audits (CGA)
It is hereby acknowledged and agreed that the routine maintenance activities of the Covered Equipment to be provided by Contractor will not invalidate existing warranties. Contractor intends to use City's existing vendors, including Western Energy Systems. In the event Contractor changes vendors. ENGIE Services U.S. will provide City the opportunity to review and reasonably approve the new vendors.
However, in no event will Contractor change a vendor that would otherwise invalidate an existing warranty, and will retain such vendors to the extent a warranty remains valid.
(d) Enqine Control Svstem Operation and Maintenance (PLC). The controls and automation associated with the successful operation of the cogeneration engine and its associated equipment at the Municipal Plant, specifically the PLC, shall be operated and maintained by Contractor, and includes:
Site survey/field audit
Routine maintenance and software upgrades Source and change control Emergency support 24/7/365
Control system documentation
(e) Exclusions. During the Term of this Agreement, unless otherwise included under the scope of services of this Agreement pursuant to a written amendment to this Agreement approved by the Parties, "turn- key" operation and maintenance provided by Contractor will exclude the absorption chiller and related equipment in the balance of the Municipal Plant not otherwise identified as "Covered Equipment" and shown on ATTACHMENT L", and includes the following excluded equipment (the "Excluded Equipment"):
Chillers
Cooling towers
Thermal Energy Storage (TES) tanks
Boiters
Valves not listed as Covered Equipment in Attachment B Pumps (condenser and chilled water) Fans (exhaust and makeup air)
Electrical panels, breakers and disconnects not listed as Covered Equipment in Attachment B Insofar as Contractor is not responsible for operation and maintenance of any of the above Excluded Equipment, to the extent that failure of any of the Covered Equipment has a direct effect on the City's optimal operation of any of the Excluded Equipment, upon notification by the City that such an effect has occurred, (subject to Contractor's review and approval, whose approval wilt not be unreasonably withheld), Contractor will providet technical consultation from the Energy Resource Manager related to the Excluded Equipment as may be required to return the City's operation of the Excluded Equipment into optimal parameters. To the extent a failure of the Covered Equipment directly causes damage to the Excluded Equipment, and vice versa, the Party responsible for the equipment that failed will repair the damaged equipment. If the City's operation of the Excluded Equipment causes damage to the Covered Equipment. the Contractor will perform such repairs to the Covered Equipment as may be required. subject to payment as Optional Additional Services in accordance with Section 2.04.
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• • • • • • •
• • • • • • • • • • • • •
•
•
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ARTICLE 4.SAVINGS MEASUREMENT & VERIFICATION PLAN
Section 4.01 Guaranteed Savinqs.
Savinqs Guarantee. In consideration of the payment of the M&V and Support Services Fee. and upon the tens and subject to the conditions set forth herein. Contractor warrants that the City will realize total EC Savings during the Energy Savings Term of not less than the total Guaranteed Savings (the "Savinqs Guarantee"), as the same may be adjusted from time to time for changes in Energy Rate Factors, Energy Use Factors and consequential revisions to the relevant Baseline. If a Guarantee Payment is made to City following the 1 st Measurement Period, City shall have the option to extend the Energy Savings Term for an additional five (5) year Measurement Period, provided that City can only exercise this option by delivering a written notice to Contractor not less than six (6) months prior to the end of the first (I N) Measurement Period. (b) Guarantee Payment. For any Measurement Period in which there is a Guarantee Shortfall, Contractor shall pay to the City, within thirty (30) calendar days after the acceptance by the City of the Energy Savings Report for such Measurement Period, the Guarantee Payment for that Measurement Period.
(c) Services or Retrofits in Lieu of Guarantee Pavment . If in the judgment of the City, City would benefit from additional energy services or energy saving retrofits, City and Contractor may mutually agree that Contractor will provide such services or retrofits in lieu of the Guarantee Payment for such Measurement Period. For the purposes of this Contract, such services or retrofits will have a deemed value equal to the Guarantee Shortfall for that Measurement Period.
(d) Not used.
Force Maieure. In the event that Contractor is delayed in, or prevented from, accurately calculating the actual EC Savings for any day of any Measurement Period by reason of any event of Force Majeure pursuant to ARTICLE 12 , such circumstance shall not constitute a default, and Contractor shall be excused from performance under this ARTICLE 4 while such event of Force Majeure is continuing. During such Force Majeure event, Projected Energy Savings for the month(s) in which such Force Majeure is continuing shall be used in lieu of actual data; provided that if three (3) or more years of data are available for such month(s), the historical average of such data for such month(s) shall be used in lieu of Projected Energy Savings.
Section 4.02 Changes In Enerqv Use Factors.
(a) Adiustments to Basetines. Both Parties have an obligation to notify the other of any change in any Energy Use Factor which may negatively impact the EC Savings. The parties will document such notifications via a shared document accessible by both Parties with a description of the change, the name of the person observing the change, and the date observed. In addition, data collected by Contractor during or before the Energy Savings Term may indicate a change in the energy use pattern at the Facilities or any portion thereof and require a change to one or more Baselines. Potential Baseline Adjustments that have been identified for each Measurement Year will be reviewed by both Parties on a quarterly basis to agree on whether adjustments to the baseline are warranted. Contractor will determine the effect that any such change will have on EC Savings and present to the City a written analysis of the effects of such changes. Contractor will also recommend corresponding revisions to the Baselines and/or EC Savings s ubject to City's review and approval, whose approval will not be unreasonably withheld,
(b) Adiustments to Guaranteed Savinqs. ff a change in any Energy Rate Factor or Energy use Factor results in a reduction of EC Savings, then the Guaranteed Savings for the corresponding Measurement Period(s) will be decreased by the same amount, Contractor shall notify the City, in writing, of all such changes, subject to City's review and approval, whose approval will not be unreasonably withheld
(c) Chanaes to Facilities. City or Contractor may from time to time propose to make changes to the Facilities for the express purpose of increasing EC Savings or addressing Force Majeure events, It is agreed that these changes will only be made with the written consent of both Par ties, which will not be unreasonably withheld, The Baseline witl not be adjusted to reflect any changes agreed to under this Section 4 02(c) .
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(a) -----
(e) ----
(d) Baseline Adjustment. If Contractor proposes changes to the Facilities that would not unreasonably interfere with the conduct of City's business or cause the City to incur additional costs, City may in its sole discretion consent to the changes, and in such event Contractor will recommend an adjustment to the Baseline upward by the amount of savings projected from the changes, subject to City's review and approval whose approval will not be unreasonably withheld. City acknowledges that a baseline adjustment will be necessary to adjust for the lack of a viable hot water distribution system for the distribution of hot water from the Municipal Plant until such time as the distribution system is restored to proper operation by the City.
(e) Proiected Energy Savinqs. During the Energy Savings Term. when the ultimate effect of the Work on EC Savings cannot be accurately determined due to pending constructon or changes to the Scope of Work, Projected Energy Savings for the Facilities will be used until the effect of the changes can be determined by Contractor
(f) Assessment Work. If. after the first Measurement Yean Contractor estimates that a Change in Energy Use Factor has occurred which will require more than 20 hours of engineering analysis to quantify, Contractor has the right to charge the City for Assessment Work deemed required by Contractor pursuant to this Section Before initiating required Assessment Work, Contractor will notify the City in writing of the reasons requiring the Assessment Work. and provide a detailed written proposal identifying the scope of work and direct costs associated with the required Assessment Work. The City will, within forty -five (45) calendar days, give Contractor written approval to proceed or. alternatively. at no charge to Contractor. to stipulate that the Projected Energy Savings for the portion of the Facility in question be used for the purpose of meeting the Savings Guarantee for such Measurement Period and thereafter. If Contractor does not receive written approval within forty -five (45) calendar days, the Projected Energy Savings for the potion of the Facility in question will be used until such time as the City approves the required Assessment Work.
City may also request optional Assessment Work for future projects related to the Facilities that may be undertaken by the City. As part of any request for optional Assessment Work, City will provide a clear definition of the requested scope, from which Contractor will evaluate and provide to City a detailed written proposal identifying the requested services to be furnished by Contractor or its subcontractors and consultants, and the fee for the requested services.
(g) Chanqes in Enerqv Use Factors. Regardless of when Changes in Energy Use Factors are reported or discovered, the impact of the change will be calculated back to the date when the change began to negatively impact EC Savings. The City agrees to supply Contractor in a timely manner with information that is requested by Contractor for the calculation of EC Savings.
(h) Chanaes in Savinqs Calculations. Any changes made by Contractor to the savings calculations shall be presented to the City Manager for approval in advance. The City Manager's approval of savings calculations shall not be unreasonably withheld. If the City Manager does not respond within sixteen (16) Business Days after receipt of revised savings calculations from Contractor, the savings calculations shall be deemed approved.
Inspection of Facilities. The City agrees that Contractor shatl have the right, with prior notice per the City's guidelines, to inspect the Facilities to determine if the City has consistently complied with its obligations as set forth above. In the event that any inspection discloses that the City has failed, on or prior to the date of such inspection, to be in compliance with any of its obligations, then the Guaranteed Savings shall be assumed to have been achieved for the portion of the Energy Savings Term during which such failure shall have existed.
Section 4.03 City Maintenance. The City will maintain (or cause to be maintained) all of its energy consuming equipment except the Covered Equipment, in accordance with the maintenance schedules and procedures recommended by the manufacturers of the relevant equipment. City will diligently effect repairs when unplanned maintenance is required, particularly when it impacts the ability of the Covered Equipment to perform optimally.
Pursuant to Section 3.02, Contractor will, on behalf of the City, maintain (or cause to be maintained) the Covered Equipment, in accordance with the maintenance schedules and procedures recommended by the manufacturers of the Covered Equipment.
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 27
(i) ------
Section 4.04 Energy Savinqs Report. Annually during the Energy Savings Term, Contractor shall submit to the City an energy savings report containing a precise calculation of the EC Savings during the applicable Measurement Period (an "Enerqy Savinqs Report"). The Energy Savings Report shall be submitted within ninety (90) calendar days after receipt of all needed information for the year, unless additional information is needed to accurately calculate the EC Savings, in which case the City shall be notified of such a situation within the ninety (90) calendar-day period.
Section 4.05 On-Site Measurements. The City irrevocably grants to Contractor the right, during the Energy Savings Term, to monitor EC Savings and energy management perfomance by conducting on- site measurements, including, but not limited to, reading meters and installing and observing on- site monitoring equipment Contractor shall not exercise such right in a manner that unreasonably interferes with the business of City as conducted at the Facilities as of the date hereof. The City shall cooperate fully with the exercise of such right by Contractor pursuant to this Section 4.05. City shall further cooperate with Contractor's performance of the Savings Measurement and Verification Plan by providing utility information, changes in Energy Use Factors, and/or additional information as reasonably requested by Contractor.
Section 4.06 Internet Communication Path. To facilitate Contractor's monitoring of the Work, City shall, at City's expense, maintain an internet communication path bet%teen City's energy management system(s) and Contractor's systems.
Section 4.07 Termination of Guaranteed Savinqs . If (i) the City notifies Contractor in writing of its intent to terminate the Savings Guarantee, (ii) this Contract is terminated by Contractor for default by City or by City for any reason permitted by this Contract or (iii) the City is in default of any of its other obligations under this Agreement, or (iv) the first Measurement Period has been reconciled without a Guarantee Payment being paid to City, the obligation of Contractor to prepare and deliver the Energy Savings Report and to make a Guarantee Payment shall also be terminated. If such termination occurs on a date other than the last day of a Measurement Period, Contractor shall have no obligation to make a Guarantee Payment or prepare and deliver an Energy Savings Report for such Measurement Period.
Section 4.08 Calculations.
(a) Not used&
(b) Calculation of EC Savinqs. EC Savings for any Measurement Period will be equal to the sum. for such Measurement Period, of (i) the Energy Use Savings, plus (ii) the Stipulated Non- Energy Savings, in each case as adjusted for changes in Energy Use Factors during such Measurement Period. EC Savings achieved during the Construction Period shall be included in the EC Savings for the first Measurement Period.
(c) Calculation of Enerqv Use Savinas. Energy Use Savings shall be calculated by Contractor as the product of (i) the Energy Unit Savings multiplied by (ii) the greater of (a) the applicable Base Energy Rate or (b) the applicable Actual Energy Rate.
(d) Calculation of Excess Savinqs. From and after the Post -Construction Services Commencement Date, Excess Savings shall be calculated by Contractor as the difference, to the extent positive, between (i) the EC Savings for the relevant Measurement Period minus (ii) the Guaranteed Savings for such Measurement Period. During the Construction Period, Excess Savings wili be calculated by Contractor in the manner set forth in the Savings Measurement and Verification Plan. For the avoidance of doubt, Excess Savings w ill not be reduced below zero.
Section 4.09 Calculation of Guarantee Shortfall. The Guarantee Shortfall, for any Measurement Period, shall be calculated by Contractor as the difference, to the e)Qent positive, between (i) the Guaranteed Savings for such Measurement Period minus (ii) the sum of EC Savings for such Measurement Period.
Section 4.10 Methodoloqies and Calculations.
The following details the methodologies and calculations to be used in determining the Energy Unit Savings under this Agreement.
Table 4.1-1 ECM Option Matrix
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 28
ECM Facility
Method
Annuat
Electric
Savings
(kWh)
Electric
Rate
Annual
Gas
Savings
(therms)
Gas
Rate
Annual
Water
Savings
(ccf)
Water
Rate
L 1, LI -C: Lighting
Upgrades - Interior
& Exterior
City-Wide Option A 805.302 0.1500
LI-A: Lighting Upgrades
Interior & Exterior Municipal Option C 1 ,251 ,068 0.1129 LI-B: Lighting Upgrades
Interior & Exterior Sunrise Option C 254,972 0.0897
MI-A: Centrat Plant
Cogeneration Upgrade
Municipal
Import Option C 0.1129 (86,337) 0.5802
Municipal
Export Option C (140.642) 0.0403
M2-A: Energy
Management Control
System
Municipal Option C 475,968 0.1129
Ml -B: Central Plant
Upgrade
Sunrise
Import Option C 0.0897 344,081 0.6552
Sunrise
Export Option C (282,814) 0.0375
M2-B: Energy
Management Control
System
Sunrise Option C 168.951 0.0897
WI: Irrigation / Water
Management City-Wide Stipulated 144,604 0.8383
(a) M&V Option A: This option allows for the energy savings to be predicted, measured, and agreed upon beuteen the City and Contractor One -time measurements and stipulated parameters are used to quantify savings that are stipulated for the term of the Contract. 1 . Contractor will supply a one -time report to the City detailing the measurements and calculation of savings. If the calculated savings fall short of those expected. Contractor will have the opportunity to remedy the short fall and re -measure and calculate the results, Such work will be done at Contractor's expense and shall not be unreasonably denied by the City, as long as such work does not interfere with the City's use of the Facilities. These calculated savings will be defined as Energy Unit Savings and will be agreed to occur each year of each Measurement Period. During the Construction Period, the Energy Unit Savings will be calculated by adding the savings measured for the whole months between Substantial Completion or Beneficial Use of the ECM and the Post-Construction Services Commencement Date.
2 Scope of Work
The Energy Savings generated from the installation of the lighting ECMs shall be measured and verified using JPMVP Option A. These savings shall be measured and calculated by the following method. The reduction in units of electric demand (kW) from the installation of the lighting ECMs is to be measured directly using a calibrated true -RMS watt meter or stipulated based on the following parameters. Existing and to -be-installed fixture types shall be grouped project -wide, based on the type of fixture (i.e. type of lamp, number of lamps and ballast type) and the assumed wattage. All lamps without ballasts (incandescent), along with exit signs, shall be stipulated at their manufacturer's rated wattage. Groups of fixtures with ballasts shall be measured in the following manner.
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 29
(2. 128,856)
(i) For groups with 1000 or more fixtures, eight (8) or more instantaneous measurements of single fixtures or circuits containing only one type of fixture shall be taken. The average wattage per fixture shall be calculated and be the measured wattage for that fixture type.
(ii) For groups with 500 or more fixtures but fewer than 10001 six (6) or more instantaneous measurements of single fixtures or circuits containing only one type of fixture shall be taken The average wattage per fixture shall be calculated and be the measured wattage for that fixture type.
(iii) For groups with 100 or more fixtures but fewer than 500i four (4) or more instantaneous measurements of single fixtures or circuits containing only one type of fixture shall be taken. The average wattage per fixture shall be calculated and be the measured wattage for that fixture type.
(iv) For groups with 99 or fewer fixtures or where measurements are not physically possible, the measured wattage shall be stipulated for that group to equal the wattage defined in Tables 4.1-2 and 4.1-3, showing the existing fixture codes. quantities, and manufacturers rated wattage for these type fixtures.
Table 4.1-2 Existing Interior/Exterior Lighting Fixture Quantities Pre-M&V
Watts Qt # to
IL 6WEXlT 10 1
2L 7W CFL EXIT 14 2
IL 25W Incand. 25 1
IL 26W Incand. 26 1
IL 30W Incand. 31 3
IL 32W T8 31 3
IL 4' 34W T12 32 7
IL 40W Incand. 40 27
2L 20W Incand. EXIT 40 3
1 L 32W CFL 40 16
IL 34W T12 43 133 4
IL 45W Incand. 45 100
IL 3 30W T12 46 8
IL 50W Incand. 50
2L 2 20W T12 56 2
IL 56W Incand. 56 1
2L 4' 32W T8 60 519 6
IL 60W Incand. 60 114
IL 65W Incand. 65 1025
2L 4' 34W T12 86
72 184
468
4 IL 75W Incand. 75 39
3L 4 32W T8 93 73
IL 90W Incand. 90 2
IL 70WHPS 95 22
IL IOOW Incand. 100 41
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 30
I
2L 6' 55W T8 122 1
3L 4 34W T12 115 35
3L 4' 4M T12 93 8
4L 8' 32W T8 118 18 4
4L 4' 32W T8 118 33
2L 60W Incand. 120 8
2L 6' 55W T8 122 1
2L 8' 75W T12 168 15
IL 100W HPS 138 60
2L 60W CFL. 123 26
4L 4' 34W T12 144 200 4
IL 150WHPS 188 123
IL 150W Incand 150 6
2L 75W Incand. 150 7
4L 40W Incand. 160 4
2L 8' 75W T12 168 15
61 4' 32W T8 175 3
IL 150W MH 190 58
2L 70WHPS 190 8
IL 175WMH 215 65
6L 4' 34WT12 216 16
4L 60W Incand. 240 16
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 31
Table Interior/Exterior Lighting Fixture
T Quantities Post-M&V
e LED Watts
3 566
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 32
Table Interior/Exterior Lighting Fixture
4.1-2 Existing
Quantities Pre.M&V
7L 40W Incand. Watts
280 4
IL 250W HPS 295 10
IL 300W Incand. 300 11
2L 150W Incand. 300 5
4L 75W Incand. 300 2
U 42W CFL 336 4
21- 175WMH 430 17
IL 400W MH 458 360 6
Fixtures not scheduled for a retrofit.
NR - Sk li hVSolarTube 3
NR - Self-Luminous EXIT 38
NR - IL 3WLED EXIT 3 165
NR - IL 13WCFL 17 8
NR - IL 15WCFL 20 13
NR - IL 18WCFL 26 99
NR - IL 18W Incand 26 30
NR -2L IOWCFL 32 6
NR - IL 23W CFL-S 23 37
NR - IL 3 25W T8 26 47
NR- IL 26W CFL 26 124
NR-2L 13WCFL 31 5
NR-2L 18WCFL 45 29
NR- IL CFL 46 3
NR- IL 42W CFL-S 42 3
IL 50W Incand. 50 73
NR- IL 55W CFL 55 95
NR- IL 65W Incand. 65 65
NR - 2L 42W CFL 84 210
IL 90W Incand. 90 1
41 23W CFL-S 92 1
NR- IL 70WMH 95 11
NR- IL 70WMV 93 9
NR- IL IOOWHPS 138 27
15W CFL 102 11
NR - 2L 4' 54W T5 117 12
NR - 2L 60W Incand. 120 2
NR - IL 150WHPS 188 13
IL
IL LED 5 134
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 33
I
Table Interior/Exterior Lighting Fixture
NR-2L HPS 190 156
NR - 4L 4' 54W T5 234 8
NR - IL 250W HPS 295 27
NR -8L 42W CFL 336 166
NR - 2L 200W Incand. 400 1
NR - IL 400W HPS 465 17
NR - IL 500W incand. 500 16
NR - 2L 400W HPS 930 2
NR - 2L 500W Incand. 1000 1
Total Q 5879 24
Total Q to Retrofit 4342
Total to 1433
NR = No Retrofit
Table 4.1-3 Proposed Interior/Exterior Lighting Fixture
4.1•3 Proposed
Quantities Post-M&V
Watts Q # to
IL 9WCFL-S 9 568
IL CFL-S 13 68
IL 14W CFL-S 14 15
IL 16WCFL-S 16 315
IL 18WCFL-S 18 63
IL 19WCFL-S 19 21
IL 4' 28W T8 Low 22 137 4
IL 23W CFL-S 23 49
IL 3' 25W T8 27 11
2L 13W CFL-S 26 7
2L 16W CFL-S 32 5
2L 2' 17WT8 33 206 4
2L CFL-S 34
41- 9WCFL-S 36 4
IL 37W LED 37 30
2L 19WCFL-S 38 6
2L 4' 28W T8 Low 42 1054 8
2L 23W CFL-S 46 5
IL 4M LED 47 60
2L 4' 28W T8 50 138 6
4L 13W CFL-S 52
4L 14W CFL-S 56 4
7L 9WCFL-S 63 4
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 34
I
Table Interior/Exterior Lighting Fixture
3L 4t 28W T8 Low 63 42
IL 68W CFL-S 68 11
4L 19W CFL-S 76 2
IL 77W LED 77 200
4L 4' 28W T8 Low 84 154 4
4L 4' 28W 99 22
IL 100W MH 128 63
IL 175W HPS 215 10
4L 4' 54W T5 234 4
6L 4' 54W T5 351 280 4
IL 320W MH 365 80 4
Fixtures not scheduled for a retrofit.
NR - Sk li ht/Solar Tube 3
NR - Self-Luminous EXIT 38
NR- IL 3WLED EXIT 3 165
NR- IL 13WCFL 17 8
NR- IL 15WCFL 20 13
NR - IL 17W CFL 16.5 3
NR- IL 18WCFL 26 99
NR- IL 18Wlncand 26 30
NR-2L IOW CFL 32 6
NR - IL 23W CFL-S 23 37
NR - IL 3' 25W T8 26 47
NR- IL 26W CFL 26 124
NR- 2L 13WCFL 31 5
NR- 2L 18WCFL 45 29
NR- IL CFL 46 3
NR - IL 42W CFL-S 42 3
NR - IL 50W Incand. 50 73
NR - IL 50W LED 50 3
NR- IL 55W CFL 55 95
IL 65W Incand. 65 65
NR -2L 42W CFL 84 210 0
IL 90W Incand. 90
4.1-3 Proposed
Quantities Post.M&V
Watts Q # to
NR -41 23W CFL-S 92 1
NR- IL 70W MH 95 11
NR- IL 70W MV 93 9
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 35
I
Table Interior/Exterior Lighting Fixture
NR- IL loow HPS 138 27
NR-6L 15WCFL 102 11
NR - 4' 54WT5 117 12
NR -2L 60W Incand. 120 2
NR- IL 150W HPS 188 13
NR-2L HPS 190 156
NR-4L 4' 54W T5 234 8
NR - IL 25M HPS 295 27
NR - 8L 42W CFL 336 166
NR - 2L 200W Incand. 400 1
NR - IL 400W HPS 465 17
NR - IL 500W Incand. 500 16
NR -2L 400W HPS 930 2
NR -2L 500W Incand. 1000 1
Total 5879 28
Total Q to Retrofit 4342
Total Q to 1969
NR = No Retrofit
3. The baseline energy consumption for each room will be the pre -retrofit measured (or stipulated) average fixture wattage multiplied by the Annual Hours for the area type. Post - retrofit energy consumption for each room will be the measured post -retrofit average fixture wattage multiplied by either the Annual Hours or the Annual Hours with Occupancy Sensor for the area type depending on whether or not an occupancy sensor was installed as part of the Scope of Work.
4. The annual unit consumption savings (kWh) for each room will be calculated by subtracting the post-retrofit annual energy consumption from the baseline annual energy consumptionv Annual Hours and Annual Hours with Occupancy Sensor are stipulated in the Energy Services Contract by Building and summarized below in Table 4.1-4.
5. The Energy Unit Savings (kWh) shall be the sum of the calculated annual unit consumption savings for each retrofit.
Table 4.14: City of Palm Springs City-Wide
Li htin Hours of O eration Table 4.14: Continued
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 36
Table Interior/Exterior Lighting Fixture
Area Type Annual
Hours
Annual
Hours
with
Occupancy
Sensor
AEROBICS 2 500 2 000
ALL LEVELS - PARKING 7,000 N/A
ASSEMBLY ROOM 1,500 1.200
ATRIUM 5,000 N/A
AUDITORIUM 2,500 2,000
BASEMENT - PARKING 7 000 NIA
BASEMENT -
STORAGE INACTIVE 500 400
BEDROOM - MEN 1.500 1,200
BEDROOM • WMN 1 ,500 1.200
BE-MEEN CITY HALL
& ANNEX 4,000
BLDG PERIMETER 4 000 NIA
BLDG PERIMETER
SOFFIT 4,000
BOXING RING 2 000 1 600
Area Type Annual
Hours
Annual
Hours
with
Occupancy
Sensor
NORTH ENTRANCE 4,000 NIA
NORTH WALL 4 000
OFFICE 1,500 1 200
Office - 24/7 8,760 7,008
Office - Ai ort 4 500 3,600
OFFICE - COACHES 1 500 1 200
OFFICE - INACTIVE 750 600
OFFfCE
INTEROGATION 11000 800
Office - IT 3,500 2.800
OFFICE - LAB 2,500 2,000
Office - Libra 2 250 1 800
OFFICE - OPEN 7.000 5,600
Office - Restaurant 7,000 5,600
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 37
Table 4.14: City of Palm Springs - City-Wide
Li htin Hours of O eration Table 4.14: Continued
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 38
Area Type Annual
Hours
Annual
Hours
with
Occupancy
Sensor
Break Room 4.000 3,200
Breakroom 2,000 1.600
CASHIER 31500 2,800
CLASSROOM 2,250 1,800
CLASSROOM -
COMPUTER LAB 3.000 2,400
COFFEE SHOP 2 500 2,000
CONCESSIONS 1 .ooo 800
Concourse - Ai ort 8 760 N/A
Conference 21500 2,000
CONFERENCE - CITY
COUNCIL 1,500 1 200
CONFERENCE ROOM 2.000 1 600
COURTYARD 4 000 3,200
DINING AREA 2,500 2.000
Dinin Room 2 000 1 ,600
Dorm Room 2,500 2,000
Dormito 21500 21000
DRESSING ROOM 1 500 1,200
EAST WALL 4,000
ELEVATOR 8,760
ELEVATOR NORTH 8 760
ENTRANCE 3 500 N/A
ENTRANCE CANOPY 4,000 N/A
EXHIBIT HALL 1 ,ooo N/A
Exterior NIA
FIRING RANGE
BOOTH
1,000 800
FIRING RANGE
ENTRANCE
1 500 1 200
FITNESS ROOM 7,000 5,600
GALLERY - DISPLAY
ROOM 1.000 800
GALLERY - ENTRANCE 1 ,ooo N/A
GARAGE 4 500 N/A
Area Type Annual
Hours
Annual
Hours
with
Occupancy
Sensor
OFFICE -
RESTROOM
1,000
800
Office - Retail 7 000 5,600
Office - Securi 2,250 1.800
OFFICE - SERVER 3.500 2 800
OFFICE - SERVER
ROOM 3,500 2 800
OFFICE - STORAGE 500 400
OFFICE TICKETS 750 600
Office - Work Room 7 000 5 600
OPEN AREA 3.500
OPEN AREA
INACTIVE 1.000 N/A
PARKING LOT 4 000
PATIO 41000 N/A
PORCH 4,000 N/A
PRESS BOX ltooo N/A
PRO SHOp 3,500 N/A
Restaurant 7 000
Restroom 2.500 2 000
RESTROOM • BOYS 2 500 2,000
RESTROOM - GIRLS 2,500 2,000
RESTROOM -
INACTIVE
750 600
Restroom - Lockers 7 000 5 600
RESTROOM • MEN 81760 7 008
RESTROOM - MENS 4 500 3,600
Restroom - Shower 3,500 2 800
RESTROOM -
SINGLE
1.500 1,200
RESTROOM -
UMPIRES
500 400
RESTROOM - WMN 8,760 7,008
Retail Sho 7 tooo N/A
SHELTER 3 500 N/A
Sho 2,000
SHOP - MAINTENANCE 3,500
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 39
Gara e Ba 21500
GYM - ENTRANCE 31500 N/A
GYMNASIUM 3 500 2 800
HALLWAY 7,000
HALLWAY - ALCOVE 7 000 NIA
HOLDING CELL 8,760 N/A
HOLDING CELL -
BOOKING
8,760 N/A
Kitchen 7,000 51600
KITCHEN 2 000 1 600
KITCHEN - INACTIVE 2 000 1,600
Libra 3,000 2 400
Livin Room 2 000 1 600
Loadin Dock 2,000
LOBBY 7 000 N/A
SIGN 8 760 N/A
SOFFIT 4,000
SOUTH - TOP LEVEL 4.000 N/A
SOUTH WALL 4,000 N/A
SPOT LIGHT
MOUNTED ON
STREET LIGHT 3 000
STAGE 1 tooo N/A
STAIRS 7 000
Stairwa 8,760 N/A
STORAGE 1 ,500 1 ,200
STORAGE - ACTIVE 2 500 2,000
STORAGE - GOLF
CART
3 000 2.400
STORAGE -
INACTIVE
1 ,500 1,200
STORAGE - OPEN 2 000 1 600
Table 4.14: City of Palm Springs - City-Wide
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 40
Li htin Hours of O eration Table 4.14: Continued
Area Type Annual
Hours
Annual
Hours
with
Occupancy
Sensor
Locked
Locker Room 2 000 1 600
LOCKER ROOM - MEN 1 000 800
Lod«er Room - Showers 2 000 1 600
LOCKER ROOM - STADIUM 500
LOCKER ROOM -
UMPIRES 500 400
LOCKER ROOM - WMN 1 000 800
LOCKER ROOM SHOWERS -
MEN 1 500 1.200
Loun e 4 000 3 200
LOUNGE - BREAKROOM 1.200
MARTIAL ARTS 1,500 1 200
MECHANICAUELECTRICAL 1 500 1 200
MULTI-PURPOSE 3 000 2,400
Multi u ose Room 2,500 2,000
Area Type Annual
Hours
Annual
Hours
with
Occupancy
Sensor
STREET LIGHT WITH 2
SPOT LIGHTS 4 000 N/A
STREET LIGHT WITH
3 SPOT LIGHTS 4,000 N/A
STREET LIGHT WITH 4
SPOT LIGHTS 4 000 NIA
STREET LIGHT WITH
OUT SPOT LIGHT 4 000 N/A
TREE LIGHT WITH 1
LAMP 3.000
TREE LIGHT WITH 2
LAMPS 3 000 N/A
Vestibule 8 760 N/A
Waitin Room 2,000 N/A
WALKWAY 4,000 N/A
WALMIAYS 4,000
WEIGHT ROOM 1 500 11200
WEST WALL 4 000 N/A
WORK ROOM 2,000 1 600
Work
Sho
2,000 i 600
6. Post-retrofit measurements will be performed one time, after the retrofit is complete. Post -retrofit ECM performance is assumed to be consistent for the duration of the Energy Savings Term. (b) M&V Option C: Option C verification techniques calculate savings by comparing the post -retrofit overall energy use in a building or facility with pre -retrofit energy Baselines, This methodology captures all the savings under a particular meter and requires ongoing monitoring of the facilities.
1. The monthly Energy Unit Savings are calculated by
subtracting the monthly post -retrofit consumption from the corresponding monthly Baseline consumption and presented in ongoing reports, During the Construction Period. Option C Energy Unit Savings will be calculated each month.
2. Scope of Work Calculations:
Except for where Projected Savings are to be utilized as detailed in this contract, for each Facility's Baseline, Energy Unit Savings will be calculated by subtracting the post implementation current month's usage from the Baseline usage for that month. The specific Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 41
equations for calculating the Energy Unit Savings are as follows (refer to Meter Matchup Table):
Baseline Usage - Current Usage = Energy Unit Savings
Current Usage = Total units (i.e. kWh ccfi thermst gals, etc.) from the automated metering system (checked annually against utility bills).
Baseline Usage: The Pre- Construction Period usage, as detailed below. revised from time - totime as detailed in this Contract
Meter Matchup Table
Baseline Post-Retrofit Comments
Meter Name Units Loads Served Meter Name Units Loads Served Municipal
Plant SCE
Import Meter
kWh
All electric loads in
plant, all loads in
Airport,
Airport Fire Station,
Police Department,
Police Department
Training, City Hall, City
Yard and County Admin'
buildings.
Municipal Plant
Automated
Import Meter
kWh
All electric toads in
plant, all loads in
Airport. Airport Fire
Station, Police
Department, Police
Department Training,
City Hali. City Yard and
County Admin i
buildin s.
Municipal
Plant SCE
Export
Meter
kWh Generation in excess of
consumption.
Municipal Plant
Automated
Export Meter
Generation in excess
of consumption.
Post-retrofit
export
expected to be
nearly zero.
Municipal
Plant Main
Gas Meter
and Building
Gas Meters
Therms
Engine and Absorber,
heating equipment
serving heating loads in
Airport, Airport Fire
Station, Police
Department, City Hall,
and building gas
meters.
Municipal Plant
Automated
Cogeneration
Meter
CCF Cogeneration Unit
CCF will be
converted to
Therms using
monthly energy
content values
published by as utili
Municipal Plant
Automated
Absorber/Boiler
Meter
CCF Thermax Chiller, Hot
Water Boilers.
CCF will be
converted to
Therms using
monthly energy
content values
published by as utili
Airpofl CCF Domestic Hot Water CCF converted to
Therms.
Airport Fire CCF Domestic Hot Water CCF converted to
Therms.
City Hall CCF Domestic Hot Water CCF converted to
Therms.
police
nment CCF Domestic Hot Water CCF converted to
Therms.
Sunrise
Plant
Automated
Import Meter
All electric loads in
plant, all loads in
Leisure
Center, Library,
Pavilion,
Pool, Skate Park. and
Stadium Facilities
Sunrise Plant
Automated
Import Meter
kWh
All electric loads in
plant, all loads in
Leisure Center, Library,
Pavilion, Pool, and
buildin as meters
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 42
Sunrise
Plant
Main Gas
Meter and
Building Gas
Meters
Therms
Engine. heating
equipment serving
heating loads in
Leisure
Center, Library, Pavilion,
Poof, and building gas
meters
Sunrise Plant
Automated
Central Plant
Meter
CCF Hot Water Boilers
CCF will be
converted to
Thems using
monthly energy
content values
published by as
utili
Leisure Center CCF Domestic Hot Water CCF converted to
Therms
Library CCF Domestic Hot Water CCF converted to
Therms
Pavilion CCF Domestic Hot Water CCF converted to
Therms
Pool CCF Domestic Hot Water CCF convened to
Therms
Stadium CCF Domestic Hot Water CCF converted to
Therms
(i) In the baseline energy data the kWh and gas consumption for the County Admin Building is zero. The building was unoccupied and unconditioned during the baseline period.
(ii) In the baseline energy data the County Admin Building hot water and chilled water was disconnected ("vatved-off) from the Municipal Central Plant. The County Admin Building has a dedicated heating and cooling system at the building; this will be used for future operation.
3. Baselines and Projected Savings:
Municipal Plant
Month
SCE Electric
Import Baseline
(kWh)
SCE Electric
import
Projected
Savings
kWh
SCE Electric
Export
Baseline
(kWh)
SCE Electric
Export
Projected
Savings
kWh
Natural Gas
Usage
Baseline
(Thems)l
Natural Gas
Usage
Projected
Savings
(Therms)
Jan 332,256 304,103 -15,672 -14 227 75.709 8,112
Feb 777 048 94,177 10,304 -2.510
Mar 672,168 612,093 -336 -159 38,426 -25.704
821 824 753,042 116 6,535 -51 369
Ma 885.728 813.335 324 4,554 -57.004
Jun 791 , 144 721.557 28.680 -38.380
Jul 933,302 6,747 -69.510
Au 183,072 126,818 -8 048 -7,391 107.809 22 877
Se 183 200 106,761 -11 ,296 -10.374 103,999 23 545
Oct 156,720 107,857 -23.032 -21,153 100,184 23 301
Nov 112 280 90,904 523 99,698 31 066
Doc 14,688 13,411 -96,888 -88 300 115,845 49.239
Totals 5 986 704 4 677 359 -155 272 -140 642 698 490 .86 337 Sunrise Plant
Month
SCE Electric
Import Baseline
(kWh)
SCE Electric
Import
P roJected
Savings
kWh
SCE Electric
Export
Baseline
(kWh)
SCE Electric
Export
Projected
Savings
kWh
Natural Gas
Usage
Baseline
(Therms)
Natural Gas
Usage Projected
Savings
(Therms)
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 43
Jan -121 180 32 496 28, 730
Feb -168,363 33,453 28 331
Mar 176.359 -131 004 32,811 25 528
199.424 49 207 7.776 1 786
Ma 158.818 -15,260 16,887 10,499
Jun 11.819 -106,583 -131 964 -125,366 56,752 46,330
Jul 898 -138,448 -150.850 -143,308 59,877 46 401
Au -194 282 49.250 37,318
0 -174 345 41 190 33,565
Oct -158.400 33 235 30,021
Nov -137.073 30,794 29,183
Dec -140,530 27,846 26 390
Totals 547 318 -1 436 261 -282 814 -268 673 422 367 344 081 (c) The IrrigationMJater Management stipulated savings are not fully substantiated with engineering calculations as of the date hereof. White a 30% savings estimate is reasonable given the present state and operation of the system, some validation of the savings wilt be provided in the form of short term billing analysis for the 12 meters with the highest estimated water savings, as those meters represent approximately 50% of the projected water savings. If this validation shows that the actual savings will be significantly different than the stipulated savings, the Parties will discuss in good faith an appropriate adjustment of the stipulated savings,
(d) Stipulated Savings: When the cost, complexity, or uncertainty of savings measurements are high as compared to the projected savings. the City and Contractor may agree to stipulate the projected Energy Unit Savings as being achieved, without any measurements being taken.
1. For the Stipulated Option, the Energy Unit Savings presented as stipulated in Table 4.1 -1 above WII be agreed to occur each year of each Measurement Period. During the Construction Period, the Energy unit Savings will be calculated by adding the savings projected for the whole months between Substantial Completion or Beneficial Use of the EC Measure and the M&V Commencement Date.
(e) Base Energy Rates:
The Base Energy Rates are shown in Table 4.1-1, ECM M&V Option Matrix.
The Base Energy Rates listed above in Table 4.1- 1 are to be increased each year on a cumulative basis by four percent (4%) beginning on the first anniversary of the M&V Commencement Date and continuing on the first day of each Measurement Year thereafter.
ARTICLE 5. TERMINATION OF ENERGY SERVICES CONTRACT AND SETTLEMENT OF
COGENERATION FACILITY DISPUTE
5.01 Final Completion . As a condition precedent to this Agreement, Contractor warrants and represents that the entirety of the Work to be completed pursuant to the Energy Services Contract is fully complete in accordance with the Scope of Work contemplated by the Energy Services Contract. Accordingly, pursuant to Section 6.03 of the Energy Services Contract. Contractor has previously provided to City a written Certificate of Final Completion dated May 31 , 2019, for the City's review and approval. upon execution of this Agreement by both Parties, the City will execute and return the Certificate of Final Completion to Contractor, and the Scope of Work to be completed by Contractor pursuant to the Energy Services Contract shall be accepted. Contractor will furnish to City a Notice of Acceptance for its signature and recordation.
5.02 Release of Performance and Payment Bonds. Pursuant to Section 11.04(b) of the Energy Services Contract. the City agrees that (i) no sooner than thirty-five (35) calendar days after recordation of the Notice of Acceptance, and no later than sixty (60) calendar days after the City's payment of the Retainage pursuant to Section
2.02, in accordance with California Public Contract Code SS 20104.50 and/or 7107. the payment bond will be Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 44
released and a!) obligations arising thereunder shall be terminated provided no legally submitted stop notices or other actions have been filed with City concerning disputed payments; and (ii) within one (1) year after recordation of the Notice of Acceptance, the performance bond, less any amounts for warranty claims, will be released and all obligations arising thereunder shall be terminated.
5.03 Termination of Enerqv Services Agreement. Upon the Post-Construction Services Commencement Date, the Energy Services Contract will be terminated and of no further force and effect, and the terms and conditions of this Agreement shall supersede the terms and conditions of the Energy Services Cont ract.
5.04 Settlement and Release of Claims. In consideration for the full and timely performance of all terms and conditions of this Agreement. each of the Parties for themselves and each of its respective affiliated, subsidiary, and/or successor companies. and/or goveming boards, and all of their respective owners, oficers, directors. partners, joint venturers, principals, shareholders, members, heirs, spouses, children, students, employees, teachers, facility personnel, vendors. agents, servants, trustees, trustors, beneficiaries, predecessors, successors, executors, administrators, assigns, affiliates, creditors, buyers. sellers, transferees, transferors, insurers, sureties, attorneys, experts and consultants, (collectively "Related Parties"), do hereby covenant no t to sue each other or each other's respective Related Parties and, do fully and finally settle, release, acquit, and forever discharge each other and each other's Respective Parties from any and all claims, demands, liabilities, obligations, liens, debts, or causes of action, including all claims for express indemnity or implied equitable indemnity, whether known or unknown to the Parties herein. including all past, present and future claims, demands or liens imposed by attorneys or insurers, for injuries or damages sustained by the Parties arising out of or relating in any way to the disputes covered by the Tolling Agreement ("Release") prior to the date hereof.
5.05 SECTION 1542 WAIVER
Each Patty understands it is possible, with regard to the claims released in Paragraph 5.02 above, by entering into this Agreement and the Release provided for herein, that unknown losses or claims exist or present losses may have been underestimated in amount or severity, and explicitly took that into account in determining the amount of consideration given in the making of this Agreement. Thus. with respect to such unknown claims or losses, each Party knowingly and voluntarily waives any and all rights under California Civil Code S 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING
PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
It is hereby acknowledged and understood by the Parties that the foregoing waiver of California Civil Code section 1542 was separately bargained for, and shall be given full force and effect in accordance with each and all of the terms of this Agreement.
Section 5.06 No Admission of Liabilitv. The Parties acknowledge and agree that this Agreement shall not in any way be construed as an admission by either Party as to fault, or liability as to any other Pafty, person, or entity.
This Agreement is solely for the compromise of disputed claims, an d for the continuation of M&V and Support Services as provided herein for the Term of this Agreement.
Section 5.07 Public Records Act Disclosure. In the event that the City receives a request to inspect or copy this Agreement, or any portion of this Agreement pursuant to California's Public Records Act, the City shall notify Contractor within ten (10) days following receipt of such request. The Ci ty and Contractor shall exercise good faith efforts to determine whether all or any portion of this Agreement may be exempt from disclosure pursuant to the Act. In the event the City and Contractor cannot agree as to the disctosability of any or all of this Agreement, Contractor shall be entitled to seek, at Contractor's sole cost and expense, a judicial determination as to the disclosability of this Agreement, or any portion thereof.
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 45
ARTICLE 6. SUBCONTRACTORS
Section 6.01 Authoritv to Subcontract. Contractor may delegate its duties and performance under this Agreement, and shall have the right to enter jnto agreements with any subcontractors and other service or material providers as Contractor shall select, with the approval of the City Manager, to perform the Work hereunder. Any subcontract between Contractor and a subcontractor must be consistent with the provisions of this Agreement.
Contractor shall not be required to enter into any subcontracts with partie s whom Contractor has not selected or subcontractors whom Contractor has objection to using.
Section 6.02 Prompt Pavment of Subcontractors . Contractor shall promptly pay, when due, all amounts payable for labor and materials furnished in the performance of this Agreement so as to prevent any lien or other claim under any provision of the law from arising against any City property, against Contractor's rights to payments hereunder. or against City.
Section 6.03 Contractor shall, at all times, be responsible for the negligent acts, errors and/or omissions of its subcontractors and agents. Nothing in this Contract shall constitute any contractual relationship between any others and City or any obligation on the part of City to pay, or to be responsible for the payment of, any sums to any subcontractors. Contractor acknowledges and agrees that any agreement it may enter with any of its subcontractors who perform services for Contractor is an agreement solely between Contractor and its subcontractor. City will not have any liability whatsoever under any agreement Contractor enters into with any of its subcontractors who perform services or other work as may be required hereunder this Agreement.
ARTICLE 7. WARRANTY/LIMITATION OF LIABILITY
Section 7.01 Contractor warrants to City that material and equipment furnished under this Agreement will be of good quality and new, unless otherwise specifically required or permitted by this Agreement. Contractor further warrants that its workmanship provided hereunder, including its subcontractors' workmanship, will be free of material defects for a period of one (1) year from the date installed ("Contractor Warranty").
Section 7.02 Unless otherwise specified, all warranties hereunder, including without limitation those for defects, whether latent or patent, in design, engineering, or construction, will terminate one (1) year from installation; and thereafter, Contractor will have no liability for breach of any warranty or for any latent or patent defect of any kind pursuant to California Code of Civil Procedure SS337.15 and 338.
Section 7.03 Equipment and material warranties that exceed the one (1) year Contractor Warranty period will be provided directly by the equipment and/or material manufacturers and such warranties will be assigned directly to City, after the one (1) year pe riod. During the one (1) year Contractor Warranty period, Contractor will be City's agent jn working with the equipment and material manufacturers in resolving any equipment or material warranty issues. Other than for lamps and ballasts, any material defects that are discovered within the one (1) year Contractor Warranty period, Contractor, or Contractor's subcontractors, will correct its defects. and/or Contractor will work with the equipment or material manufacturer as City's agent to facilitate the manufacturer's correction of the equipment or material defect. Such warranty services will be performed in a timely manner and at the reasonable convenience of City. If a warranty issue arises on any equipment or material installed after the one (1) year Contractor Warranty period, and the equipment or material has a warranty period that exceeds one (1) year, Contractor will contact the manufacturer directly to resolve such warranty issues and City acknowledges that the manufacturer will have sole responsibility for such issues.
Section 7.04 The warranties in this ARTICLE 7 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed equipment by service providers other than Contractor or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not performed by an authorized subcontractor, improper use or operation, or normal wear and tear under normal usage.
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS ARTICLE 7, CONTRACTOR MAKES NO OTHER WARRANTIES IN CONNECTION WITH THE WORK PROVIDED UNDER THIS CONTRACT. WHETHER Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 46
BIIP9Dllblllty. ----
EXPRESS OR IMPLIED IN LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERTY INFRINGEMENT. CITY WILL HAVE NO REMEDIES AGAINST EITHER CONTRACTOR OR
ANY SUBCONTRAC TOR OR VENDOR FOR ANY DEFECTIVE WORK INSTALLED EXCEPT FOR THE
REPAIR OR REPLACEMENT OF SUCH EQUIPMENT JN ACCORDANCE WITH THE WARRANTIES INDICATED ABOVE. SPECIFICALLY, NEITHER
CONTRACTOR, NOR CONTRACTOR'S SUBCONTRACTORS OR VENDORS, WILL BE LIABLE TO CITY FOR LOSS OF PROFITS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL. CONSEQUENTIAL OR
PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARTICLE 8. INSURANCE
Section 8.01 Tvpes of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions. unless otherwise specified in this Agreement, The insurance shall be procured in a form and content satisfactory to City The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractors agents, representatives, or employees. In the event the City Manager determines that services to be performed under this Agreement creates an increased or decreased risk of loss to the City, 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 shal immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement All insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:
A. Workers' Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of Califomia. 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 tikewise under their workerS compensation insurance policies,
B. 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.
c. 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.
D. 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.
Section 8.02 Peductibles 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 Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 47
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.
Section 8.03 Other Insurance Requirements . The following provisions shall apply to the insurance policies required of Contractor under this Agreement:
8.03(i) 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 oficers, council members, officials, employees. agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it.
8.03(ii) 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.
8.03(iii) 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.
8.03(iv) 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.
8.030) 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 witl not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the services. I t is Contractor's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
8.03(vi) Contractor agrees to ensure that subcontractors, and any other parties involved with the services provided to City pursuant to this Agreement, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and rev iew 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 by Contractor w ill be submitted to the City for review.
8.03(vii) 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 rig hts in this or any other regard.
8. 03(viii) Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or repfaced 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.
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 48
8.03 (ix) Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, rmits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific ref erence 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.
8.03(x) 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.
8.03(xi) Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the sejvices 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 hand!ing 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.
8.03(xii) Contractor agrees that the provisions of this section shall not be construed as timiting in any way the extent to which Contractor may be held responsible for the payment of damages resujting from Contractor's activities or the activities of any person or person for which Contractor is otherwise responsible.
Section 8.04 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 Catifornia with an A.M. Best's Key Rating of B++b Class VIC or bet ter, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances.
Section 8.05 Verification of Coveraqe. Contractor shall fumish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting ali of the coverages required by this Agreement, The certificates and endorsements are to be signed by a person authori zed 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 Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees and agents are named as an additional insured.. ("as respects City of Palm Springs Contract No. n or 'for any and all work performed with the City" may be included in this statement).
2. "This insurance is primary and non- contributory over any insurance or self -insurance the City may have..." ('as respects City of Palm Springs Contract No. I' or "for any and all work performed with the City' may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days Mitten notice to the Certificate Holder named." Language such ast "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company. its agents or representative" is not acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurers waiver of subrogation in favor of City, its elected officials, officers, emptoyees, agents, and volunteers.
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 49
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.
ARTICLE 9. INDEMNIFICATION
Section 9.01 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 propelty, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Cl aims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees. agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limi t Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matt ers indemnified are fully and finally barred by the applicable statute of limitations or. if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
ARTICLE 10.REPORTS AND RECORDS
Section 10.01 Accountinq Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the City Manager, or designee, to evaluate the performance of such Services. The City Manager, or designee, 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.
Section 10.02 Reports. Contractor shall periodically prepare and submit to the City Manager such reports concerning the perfomance of the Semces required by this Agreement, or as the City Manager shall reasonably require. Contractor acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Contractor agrees that Contractor shall promptly notify the City Manager 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 contemplated Work or Services.
Section 10.03 Ownership of Documents.
(a) Ownershim Except as expressly provided herein, City shall not, by virtue of this Agreement, acquire any rights or interest in any formulas, devices. software. inventions or processes, copyrights, patents, trade secrets, other intellectual property rights or similar items of property which are or may be used in connection with the Work. Contractor shall own all inventions. improvements, technical data, models, processes, methods, and information and all other work products developed or used in connection wit h the Work under this Agreement. including all intellectual property rights therein (b) License: Solely in connection with the Facilities. Contractor grants to City a limited, perpetual, royalty-free. nontransferrable license for any Contractor intellectual property rights necessary for City to operate, maintain, and repair any modifications or addi tions to Facilities or equipment de'ivered, as a result of the Work.
(c) Ownership and Use of Instruments of Service. All work. services, data, reports, proposals, plans. specifications, flow sheets, drawings. and products of the Work (the " Instruments of Service") furnished directly or indirectly, in writing or othewisev to City by Contractor under this Agreement will remain Contractor's property and wil be used only in connection with work or services performed by Contractor.
Contractor will be deemed the author and owner of such Instruments of Service and will retain all common Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 50
law, statutory and other reserved rights, including copyrights. The Instruments of Service may not be used by City for future additions or alterations to the Project or for other projects. without the prior written agreement of Contractor. Any unauthorized use of the Instruments of Service will be at City's sole risk and without liability to Contractor. If City uses the Instruments of Service for implementation purposes, including additions to or completion of the Project, without the written permission of Contractorv City agrees to waive and release, and indemnify and hold harmless, Contractor, its subcontractors, and their directors employees, subcontractorsv and agents from any and all losses associated with or resulting from such use.
Section 10.04 Release of Documents. All drawings. specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shan not be released publicly without the prior written approval of the City Manager. All information gained by Contractor in the performance of this Agreement shall be considered confidential and shal not be released by Contractor without City's prior written authorization.
Section 10.05 Audit and Inspection of Records . After receipt of reasonable notice and during the regular business hours of City. and to the extent the applicable services were not provided on a fixed price, lump sum basist Contractor shall provide City. or other agents of City, such access to Contractor's books, records, payroll documents, and facilities as City reasonably deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such par ties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
ARTICLE 11. ENFORCEMENT OF AGREEMENT
Section 11.01 Catifornia 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 thi s Agreement shall be instituted in the Superior Court of the County of Riverside, State of Californiat or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisd iction of such court in the event of such action.
Section 11.02 Interoretation. 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.
Section 11.03 Default of Contractor . Contractors 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 may be reasonably necessary, 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 2.06 or Section 2.07.
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 8.3A, take over the work and prosecute the same to completion by contract or othenvise. Contra ctor shall be liable to the extent that the total cost for completion of the Services Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 51
B.
required hereunder exceeds the Maximum Contract Amount identified in Section 2.01 (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.
Section 11.04 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 tem 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 coven ants, conditions, or terms contained in this Agreement be construed as changing the tems of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
Section 11.05 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.
Section 11.06 Leqal 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 relie f, or to obtain any other remedy consistent with the purposes of this Agreement.
Section 11.07 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. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non -judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
ARTICLE 12. LIMITATION OF LIABILITY
The liability of a defaulting Party will be limited to direct, actual damages. Except as otherwise expressly set forth herein, neither Party shall be liable to the other Party for any special, indirect, incidental or consequential damages whatsoever, wheth er in contract, tort (including negfigence) or strict liabitity, including, but not limited to, operational losses in the performance of business such as lost profits or revenues or any increase in operating expense (other than the guaranteed savings as set forth in Article 4 of this Agreement).
ARTICLE 13. FORCE MAJEURE
The performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor (financial inability excepted). Contractor shall noti fy the City Manager in writing of the causes of the delay. Unforeseeable causes include. but are not limited to, acts of God or of the public enemy, vandalism, labor or material shortages or unusual delays in delivery of equipment, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, similar cataclysmic occurrence, and/or acts of any governmental agency. including the City, a permitting agency or the local utility. Such circumstance will not constitute an Event of Default, and Contractor will be excused from performance hereunder and will not be liable to the City for or on account of any loss, damage, injury or expense resulting from. or arising out of. such delay or prevention of performance. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractors sole remedy being extension of the Agreement under this section.
ARTICLE 14. ALTERNATIVE DISPUTE RESOLUTION
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If a dispute arises out of or relates to this Agreement, or the services contemplated by this Agreement (a "Dispute"), in the alternative of proceeding with legal action pursuant to Section 11.06 herein. either Party may, but is not required to, initiate the alternative dispute resolution process set forth in this ARTICLE 1414 by giving written notice to the other Party. Designated representatives for the Parties who have authority to settle the dispute and who are at a higher level of management than the p ersons with direct responsibility for administration of this Agreement, (the "senior executives"), will schedule and hold a senior management conference within thirty (30) calendar days after notice of the Dispute in an attempt to resolve the Dispute and any other identified disputes or any unresolved issues that may lead to a dispute. If the senior executives are unable to resolve a Dispute or if a senior management conference is not held within the time provided herein, either Party may submit the Dispute to mediation.
If the Dispute is not settled by senior management conference, the Parties will endeavor to settle the Dispute by mediation through Judicial Arbitration and Mediation Services ("JAMS"), pursuant to their rules. Mediation is a condition precedent to non- binding arbitration. Once one Party files a request for mediation with the other Party and with JAMS. the Parties agree to conclude the mediation within sixty (60) calendar days after filing the request.
Either Pajty may terminate the mediation at any time after the i first session, but the decision to terminate must be delivered in person by the Party's representative to the other Panys representative and the mediator.
If the Dispute is not resolved by mediation within sixty (60) calendar days after the date of filing of the request for mediation, then resolution of the Dispute may proceed to non-binding arbitration. Either Party may initiate non- binding arbitration proceedings by giving written notice to the other Party and to JAMS. The following provisions apply to all nonbinding arbitration proceedings pursuant to this ARTICLE 14.' (i) the place of non-binding arbitration will be the JAMS office located in Ontario, California, or such other JAMS office closest to Palm Springs, Califomia; (ii) one arbitrator will conduct the arbitral proceedings in accordance with JAMS's Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in tho se Rules, currently in effect (" Arbitration Rules") (to the extent of any conflicts beueen the Arbitration Rules and the provisions of this Agreement, the provisions of this Agreement prevail); (iii) the Parties witl submit true copies of all documents con sidered relevant with their respective statement of claim or defense, and any counterclaim or reply (in the discretion of the arbitrator, the production of additional documents that are relevant and material to the determination of the Dispute may be required); (iv) the arbitrator does not have the power to award, and may not award, any punitive, indirect or consequential damages (however denominated); all arbitration fees and costs are to be shared equally by the parties, regardless of which Party prevails , and each Patty will pay its own costs of legal representation and witness expenses; (v) the award must be in the form of a reasoned award; and (vi) the Dispute will be resolved as quickly as possible, and the arbitrator will endeavor to issue the arbitration award within six (6) months after the date on which the arbitration proceedings were commenced, ARTICLE 15. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION Section 15.01 Non-liabilitv of Citv Officers and Emplovees , 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.
Section 15.02 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 oficer or employee during the term of this Agreement and for one 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.
Section 15.03 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 "pr ohibited 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 Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 53
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.
ARTICLE 16. MISCELLANEOUS PROVISIONS
Section 16.01 Patent and Copyright Infrinqement . To the fullest extent permissible under law, and in lieu of any other warranty by City or Contractor against patent or copyright infringement, statutory or otherwise:
A. It is agreed that Contractor shall defend at its expense any claim or suit against City on account of any allegation that any item fumished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Contractor shall pay all costs and damages finally awarded in any such suit or claim, provided that Contractor is promptly notified in writing of the suit or claim and given authority, information an d assistance at Contractor's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or witlful misconduct of Contractor. However, Contractor will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with o ther material not provided by Contractor when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Contractor shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided. however, that such defense shall be at Contractor's expense. Contractor shall not be obligated to indemnify City under any settlement that is made without Contractor's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Contractor, at no expense to City. shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
Section 16.02 Notice.
Any notice, demand, request, consent approval, or communication mat either patty 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, retum 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 ovemight courier; (ii) five (5) business days after the date of posting by the United States Post Ofice if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand. direcfion, or other communication sent by facsimile must be confimed 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 ENGIE SERVICES
U.S..
ENGIE Services U.S.
12980 Foster Street, suite 400
Overland Park, KS 66213
Attention: Marilyn Cerra
With a COPY TO: ENGIE Services U.S.
500 12th street, suite 300
Oakland, CA 94607
Tel: 415.735.9103
Attention: Contract Administrator
TO CITY: City of Palm Springs
3200 Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Tel: 760.323.8350
Attention: City Manager
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Section 16.03 Inteqrated Agreement . This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any. made by or among the Parties with respect to the subject matter in this Agre ement.
Section 16.04 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties.
Section 16.05 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 invali d provision is so material that its invalidity deprives either Pany of the basic benefit of their bargain or renders this Agreement meaningless.
Section 16.06 Successors in Interest. This Agreement shalJ be binding upon and inure to the benefit of the Parties' successors and assignees.
Section 16.07 Third Party Beneficiary. Except as may be expressly provided for jn this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including. without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a pajty to this Agreement.
Section 16.08 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.
Section 16.09 G.Qtp.Q.gg...Au!b.Q.nu. 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.
Section 16.10 Counterparts. This Agreement may be executed in counterpart (and by different parties hereto in different counterparts). each of which shall constitute an original, but atl of which taken together shall constitute a single contract.
END OF AGREEMENT
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Agreement by their duly authorized officers on the date first above written.
CITY OF PALM SPRINGS, CALIFORNIA APPROVED BY THE CITY COUNCIL:
APPROVED AS TO FORM:
By
City Atorney
Marcus L. Fuller, P.E., P.L.S
Assistant City Manager/City Engineer
Post Construction Services
Agreejnent City of Palm Springs and
ENGIE Services U.S.
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.
ENGIE
Services
U.S.
Inc.
a
Delaware
cor
ration
By:
Nam
Title:
By
CONTRACTOR
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:4~ Marcus L. Fuller, P.E .. P.L.S,
t:Nlilt:. :services u.:s. inc. a ue1aware cor
Firm/Company Name
Date ______,____,f ~ Z~V'-----'-20~
Agreement No. Mtf 7 0
APPROVED BY en y COUNCIL
4 1S
rauon
Name :.---1,....:.;...;:J::...:\ :....- ~f.,;~ :-=.· .=.=:=~· ::..;V'°'..~ ...,....-- Title:. __ \]~ ~ - ~.;..;;e....;;::=-:e~ :a..·_;ve.-s:..;...,,_~_ ,__.Jgc~:;.;...; :::..-....;, ...__
(This Agreement must be signed in the above
space by one having authority to bind the
Contractor to the terms of the Agreement.)
state of -............-----—-l
county of
On
before me, personally appeared
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 of Califomia that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature:
Notary Seal:
(This Agreement must be signed in the above
space by one having authority to bind the
Contractor to the terms of the Agreement.)
state
of
county of
On
before me, personally appeared
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.
certify under PENALTY OF PERJURY under the
laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature:
Notary Seal:
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________ ,.,ss )f _______ ...,Lss
CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
Although the informaton in this section is not required by law. it could prevent fraudulent removal and reattachment of this acknowledgment to an A notary public or other offcer 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.
who proved to me on the basis of satisfactory evidence to be the person($) whose name(95 is/aé subscribed to the within instrument and acknowledged to me that executed the same in his/hér/tl -Æir authorized capacity(iA, and that by his/h9f/thøir on the inst rument the person(P , or the entity upon behalf of which the person(P acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
REGINA MARIE PADILLA
COMM. # 2139482
WITNESS my hand and official seal. NOTARY LOS ANGELES PUBLIC. CALIFORNIADCOUNTY O COMM. EXPIRES JAN. 8t 2020
Signa ure
(Seal)
unauthorzed document and may prove useful to persons relying on the attached document.
Description of Attached Document Additional Information State
of
California
i
County
On
personally
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of WJ5 ~k5
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0 tional Information
The preceding Certificate of Acknowledgment is attached to a document
The signer(s)
capacity or
authority is/are as:
C] individual(s)
Attorney-in-Fact
Corporate Officer(s)
C] Guardian/Conservator
Partner • Limited/General
C] Other:
O Copyright 2007-2016 Notary Rotary, Inc. PO Box 41400, Des Moines. IA 50311•0507, NI Rights Reserved. Item Number 101772. Please contact your Authorszed Reseller to purchase copies of this form.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE S 1189
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. ic-
who proved to me on the basis of satisfactory evidenc 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 signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
UNDA laws of the State of California that the foregoing • NOTARY COMMISSION PUBLIC • #2235185 paragraph is true and correct. CALIFORNIA ALAMEDA COUNTY i
MY COMMISSION MARCH 22 2022EXPIRES WITNESS my hand and officiat seal.
Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
O form(s) of identification C) credible witness(es)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact:
Other
C] Additional Signer(s) Signer(s) Thumbprint(s)
C]
Trustee(s)
representing:
titled/for
containing
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National
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Association
OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date:
Capacity(ies) Cl ed by Signer(s)
Signer's Name: Signer's Name:
Officer — Title(s): Corporate Officer — Title(s): o Partner— o Limited o General "O Partner— o Limited o General o Individual o Attorney in Fact O Individual O Attorney in Fact o Trustee o Guardian of Conservator a Trustee o Guardian of Conservator O Other: o Other:
Signer is Representing:
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ATTACHMENT
A
PROJECT LOCATIONS
al Plant
Area Sq ECMLI, A,
Lighting
ECM MI-A,
M2.A•.
Municipal
Plant Cogen
& EMS
ECM Ml-B,
M2-B:
Sunrise Plant
& EMS
ECM WI:
Irrigation
Munlcl
Airport - All facilities
Airport Fire Station #2
City Hall
City Yard
Police De t & Trainin Center
402 085
236.098
19,609
31,963
43,780
53 680
x
x
x
x
Sundse Plant 87 883
Leisure Center
Main Library
Pavilion
pool
Stadium
All Ci Facilities
15,155
33,920
20,200
39,248
16,906
544
x
x
Other
Baristo Park
Convention Center
Desert Arts Center
Desert Highland Park
Desert Wellness Park
Demuth Park
Downtown Parking Structure
Downtown/ Palm Canyon Dr
Everybody's Village
Francis Stevens Park
Fire Station #1
Fire Station #3
Fire Station #4
Jaycee Frey (Shelter)
Palm Springs Boxing
Club
Palm Canyon Theater
Ruth Hardy Park
Sunrise Park
Tahquitz Creek Golf Course
Taxi Holding Building
Train Station
Victoria Park
Wastewater Treat Plant
Admin.
YMCA
OSS n/a
264,479
5,073
n/a
n/a
4,774
124,251
n/a
13,199
n/a
5,364
5,807
4,608
3,617
2,095
15,100
684
n/a
26,210
11990
lt483
684
5,467
21.431
x
x
x
x
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Location
ATTACHMENT
Misc. Medians and Roads n/a x x
B
COVERED EQUIPMENT
QTY ITEM DECRIPTION
2 PHWP 1 & 2 HIGH TEMPERATURE HOT WATER PUMPS
1 PHWP 1 & 2 CONTROLLER VFD / STARTER PUMP CONTROL
2 PHWP 3 & 4 LOW TEMPERTURE HOT WATER PUMP
1 PHWP 3 & 4 CONTROLLER VFD / STARTER PUMP CONTROL
2 HEAT EXCHANGERS PRIMARY HOT WATER SIDE ONLY
1 PRIMARY HOT WATER LOOP
CHEMICAL TREATMENT
CHEMICAL TREATMENT EQUIPMENT AND CHEMICALS
FOR PRIMARY HOT WATER LOOP ONLY - CITY COVERS
SECONDARY SIDE
1 Engine oil DELIVERY , INSTALLATION, REMOVAL, DISPOSAL - CITY TO
OBTAIN EPA WASTE GENERATOR NUMBER. CITY TO PAY
FOR
DISPOSAL OF STOCKPILED WASTE OIL AS OF CONTRACT
DATE.
1 EG-I COGENERATION ENGINE
1 DIANE PANEL CONTROLLER FOR ENGINE OPERATION / SOFTWARE 1 PLC (0 -1) & ALL ASSOCIATED
ENGINE RELATED SENSORS &
ACTUATORS
INTERFACE FOR DIANE CONTROLLER / PLC SOFTWARE
ONLY
1 CB (LOCATED IN GMS 480V PANEL) TRANSFER INTERLOCK CIRCUIT BREAKER FOR ENGINE 1 SCR CONTROLLER CONTROLLER FOR EMISSIONS
3 SCR CATALYSTS SCR CATALYSTS/ LOCATED IN MEZZANINE
3 OXIDATION CATALYSTS OXIDATION CATALYSTS / LOCATED IN MEZZANINE 1 EMISSIONS CONTINUOUS
MONITORING SYSTEM (CMS)
REPORTING DEVICE FOR ENGINE EMISSION
3 GAS CYCLINDERS CALIBRATION GAS FOR CMS CONTROLLER
1 UREA REACTANT UREA FOR EMISSION REDUCTION
2 UREA PUMPS TRANSFER DEVICE FOR UREA (REACTANT BOOSTER PUMPS)
1 UREA PUMP CONTROLLER REACTANT CONTROL
1 cv-20 CONTROL VALVE
1 cv-14 CONTROL VALVE
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 62
ATTACHMENT
1 cv-15 WAX VALVE
1 cv-17 CONTROL VALVE
1 ENERGENIUS BATTERY CHARGER
BI
COVERED EQUIPMENT DIAGRAM
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 63
ATTACHMENT
C
STANDARDS OF OCCUPANCY AND CONTROL
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 64
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ATTACHMENT
The following standards are a guideline used to evaluate the energy conservation measures in this program. It is understood that existing and installed equipment may not allow for exact times and temperatures to be met, but every effort will be made to meet the below standards as closely as the equipment allows.
Existin Pro ed
Building I
Area
Served
Occupied
HVAC
Schedule
Heating
Occupied/
Unoccupied
Temperature
Cooling
Occupied I
Unoccupied
Temperature
Occupied
HVAC
Schedule
Heatlng
Occupied/
Unoccupied
Temperatures
Cooling
Occupiedl
Unoccupied
Temperatures
Airport
Mon-Fri:
24 hrs/day
Sat-sun: 24
hrs/da
720 740
Mon-Fri: 24
hrs/day
Sat-Sun:
24 hrs/da
720 740
Airport Fire
Station (MZ-
I)
Mon-Fri: 24
hrs/day
Sat-sun: 24
hrs/da
680 740
Mon-Fri:
07:00 -
18:00
Sat-sun:
Off
680/550 740/850
Airport Fire
Station (MZ-
2)
Mon-Fri: 24
hrs/day
Sat-sun:
24 hrs/da
680 740
Mon-Fri: 24
hrs/day
Sat-sun:
24 hrs/da
680 740
City Hall
Mon-Fri:
07:00 19:00
Sat/Sun: Off 680 740
Mon-Fri:
07700 -
19:00
SaVSun:
Off
680/550 740/850
City Hall
(MZ. 2)
Wed: 17:00
24:00
All other
times:
Off
740
Wed: 17:00
24:00
All other
times:
Off
680/550 740/90'
Leisure
Center
Mon-Fri: 24
hrs/day
Sat-Sum 24
hrs/da
Mon-Fri:
06:00 -
22:00
SaVSun:
08:00 -
20:00
680/550 740/90*
Library
Mon-sat:
07:00
- 22:00
Sun: Off
74"
Mon-Sat:
07:00 -
22:00
Sun: Off
680/550 740/85*
Pavilion
Mon-Fri". 24
hrs/day
Sat-Sun:
24 hrs/da
74•
Mon-Fri:
06:00 -
22:00
Sat/Sun:
08:00
• 20:00
680/550 749/900
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 65
ATTACHMENT
Police
Department
(AH-I & AH-
4)
Mon-Fri'. 24
hrs/day
Sat-Sun:
24 hrs/da
Mon-Fri;
07:00 -
19:00
Sat/Sun. Off
680/550 7401850
Police
Department
(AH-2 & AH-
3)
Mon-Fri'. 24
hrs/day
Sat-sun:
24 hrs/da
74•
Mon-Frt 24
hrs/day
Sat-Sum
24 hrs/da
680 740
Police
Training
Mon-Fri: 24
hrs/day
Sat-Sun:
24 hrs/da
Mon-Fri:
07:00 -
18:00
Sat/Sun: Off
680/550 740/85"
General Notes:
1. Airport Fire Station MZ-2 Serves front reception area and surrounding offices
2. City Hall MZ-2 serves Council Chambers
3. Police Department AH-I & AH-4 serve basement, storage, conference room, and large lobby area on North/East portion of building.
4. City will cooperate with Contractor to further trim space conditioning times in order to increase Energy Unit SavingsMunicipal Plant Assumptions on Operation & Control:
Municipal Cogeneration Plant will generate electricity via natural gas engine generator, chilled water via double effect absorption chiller via reclaimed heat from the engine generator and with supplemental firing of a natural gas burner section and heati ng hot water through the absorption chiller via heat reclaimed from the engine generator with supplemental firing of a natural gas bumer section.
Engine Generator will be operated continuously 24 hours per day 7 days per week, Annual maintenance WII occur during the month of February and will not exceed one month.
Contractor will update the detailed economic model for the cogeneration plant which will be based on measured equipment performance. This model will be used to evaluate the economic feasibility of operating the cogeneration plant on a month by month basis using current input data. In the event that the model demonstrates that it has become uneconomic to operate the cogeneration plant; Contractor will recommend that the cogeneration plant be idled or throttled to minimize a negative economic impact to the C ity. Such situations will be considered a Change in Energy Use Factor as described herein.
Post retrofit, for the buildings connected to the heating and cooling loops (except County Admin Building) from the Municipal Cogeneration Plant, all of the building heating and cooling requirements will be supplied by the Municipal Central Plant with the absorber being the lead equipment for both heating and cooling, Should the heating load requirements exceed the output of the absorber then the Municipal Plant boilers will operate, Should the cooling load exceed the output of the absorber in combination with the thermal energy storage system, then the Airport chiller(s) will be enabled to assist in meeting cooling loads on the loop.
Q Engine generator has a turndown Ratio of 50% and will operate to follow the electrical load.
Absorber:
o The absorber has a max capacity of 450tons however only up to 290tons may be reclaimed from the engine exhaust heat the rest is supplemented by natural gas.
o If cooling load is less than 90 tons, the absorption chiller will be operated in heating mode only. no cooling. (Cooling load includes supplementing the TES charge capacity) Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 66
C
CJ
CJ
Q
Q
55575.18165\44104385.1
ATTACHMENT
BB&K (2025) Page 56 of 57
0 If the cooling load is greater than 90 tons the absorber will operate to satisfy the cooling first and any additional capacity will go towards offsetting heating load. 0 If the cooling load exceeds the total reclaim capacity (291 tons) then the chiller shall operate with supplemental firing using natural gas
The thermal energy system (TES) shall cali for charge upon drop in stored capacity below 1850 tons-hours or upon rise of the TES chilled water supply temperature above 41 degF (+1 -2 deg as dependent to satisfy site load).
Project No.: ACHCN32261 Final Contrad
Price:
Date of Final Completion: 1-30-20 (Includes All Change Orders)
Date of Substantial Completion: 7-31-2015 Project Title:
(Stan of Warranty Period) City of Palm
Springs
management.
Customer and Engie
Services U.S. hereby
acknowledge, confirm, and agree that:
1 . The Work performed under the Agreement between Customer and Engie Segvices U.S. identified above ("Agreement") has been inspected by authorized representatives of the Customer and Engie Services U.S. and Customer has accepted the Work performed as complete as of the date identified above.
2. All punch list items associated with the Work have been satisfactorily completed.
Engie Services U.S. provided Customer with all final documentation required by the Agreement and Contract Documents.
3. Customer and Engie Services U.S. hereby certify that all Work performed has been completed in accordance with the Contract Documents and the Project has achieved Final Completion in accordance with the terms of the Agreement Conrad Newberry, Jr., P .E. 150 E. Colorado Blvd., Suite 360 Regional Operations Director Pasadena, CA 91105 951-335- 4678
eNGie
CERTIFICATE OF FINAL COMPLETION
[email protected]
Customer: City of Palm Springs Customer Project No.: CU1361 Project Work Includes:
(Excluding on.going measurement & verification services. OWPM services and energy education)
Lighting, Controls, Cogen plant municipal,
Work Location /
Building:
Sunrise central plant, Utility sub-metering, Water City of Palm Springs Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 67
-
0 $19.337,280
55575.18165\44104385.1
ATTACHMENT
BB&K (2025) Page 57 of 57
4. Upon execution of the Certificate of Final Completion, Customer agrees to pay Engie Services U.S. atl remaining monies duet including all remaining retention withheld by Customer.
IN WITNESS WHEREOF, the parties hereto have executed this Certificate of Final Completion as of the day and year of the date of Final Completion written above.
GENERAL CONTRACTOR: CUSTOMER:
By:
Title:
Date:
Copy: Job File
Rev.. 01/18/18 Page 1 of 1 Certificate of Final Completion
ENGIE
Name:
Docusign Envelope ID: 8D462280-88D4-48ED-9659-CD3D668748A5 1Y - Page 68me: Conrad Newber
(Please P-Jlnl)
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te: 1-30-20 Date:
CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 25, 2025 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT 24S228 WITH FLOCK GROUP, INC., DBA FLOCK SAFETY FOR THE PURCHASE OF FLOCK SAFETY’S FLOCK NOVA CRIME ANALYSIS
SOFTWARE
FROM: Scott C. Stiles, City Manager
BY: Andrew G. Mills, Palm Springs Police Department
SUMMARY:
This action will approve Amendment No. 1 to Master Services Agreement 24S228 with Flock Group, Inc., dba Flock Safety for Flock Nova crime analysis software to enhance the Real Time Intelligence Center’s capabilities, for an additional amount of $280,000 and a revised contract amount not to exceed $ 301,000, and extend ing the term one-year ending on October 1, 2028.
The Flock Nova software will significantly improve our crime analysis capabilities by providing advanced tools for real-time data integration and analysis, reducing the reliance on siloed systems. This addition strengthens our ability to deliver timely and actionable intelligence for public safety. The cost of the Flock Nova software subscription will be fully funded through the Bureau of State and Community Corrections (BSCC) Organized Retail Theft grant, approved by Council on November 9, 2023.
RECOMMENDATION:
1) Approve Amendment No. 1 to Agreement 24S228 ( Attachment A ) with Flock Group, Inc., dba Flock Safety for the purchase of Flock Nova crime analysis software for an additional amount of $280,000 and a revised contract amount not to exceed $301,000, and extending the term for one year ending on October 1, 2028.
2) Authorize the City Manager or designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form (Attachment B) submitted on November 26, 2024, Flock Group, Inc., dba Flock Safety is registered in the state of Delaware. 1Z - Page 1
City Council Staff Report
September 25, 2025 -- Page 2
Amend Master Services Agreement 24S228 with Flock Safety
BACKGROUND:
On October 1, 2024, the City entered into a three year Master Services Agreement 24S228 with Flock Group, Inc., dba Flock Safety (Flock) to utilize their FlockOS911 system to provide software and hardware situational awareness solutions through Flock’s technology platform, that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to the Police Department for an amount not to exceed $21,000.
STAFF ANALYSIS:
The Police Department proposes amending Agreement 24S228 to incorporate Flock Safety’s Flock Nova Crime Analysis software into the Real Time Intelligence Center, building on our existing FlockOS 911 software subscription to enhance real -time crime analysis capabilities. The department currently relies on Flock Safety’s ALPRs, FlockOS live911 capabilities, CCTV cameras, and FlockOS Real Time Crime Center dashboard, which integrates drones, city pre-plans, and GIS layers for comprehensive data collection and situational awareness.
In accordance with City of Palm Springs Municipal Code Section 7.03.09 governing sole source procurement, Flock Nova is recommended as the preferred solution due to its seamless integration with these existing Flock Safety products, ensuring a unified platform that minimizes compatibility issues and reduces reliance on siloed s ystems.
Flock Nova’s advanced analytical tools leverage data from Flock’s ecosystem to provide real-time insights, identify crime trends, and optimize resource allocation, while its proprietary design eliminates the need for costly third -party integrations and simplifies operations with proven reliability. The subscription cost will be fully funded through the BSCC grant over three years, with no additional impact on the City’s budget. Amending Agreement 24S228 to include Flock Nova as a sole source provide r maximizes operational efficiency and public safety outcomes for the Real Time Intelligence Center.
Staff recommends approval of Amendment No. 1 to Agreement 24S228 in the amount of $280,000 for the Flock Nova crime analysis software and extending the te rm one-year ending on October 1, 2028, for a revised contract amount not to exceed $301,000.
ENVIRONMENTAL ASSESSMENT:
In accordance with the California Environmental Quality Act (“CEQA”) Guidelines the requested City Council action is not a “Project” pursuant to Section 15378(b)(5).
Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment are not considered a “Project”.
ALIGNMENT WITH STRATEGIC PLANNING:
This agenda ite m aligns with the City Council’s Major Themes/Principles of optimizing 1Z - Page 2
City Council Staff Report
September 25, 2025 -- Page 3
Amend Master Services Agreement 24S228 with Flock Safety
basic services and focusing on issues that most impact quality of life, including crime.
FISCAL IMPACT:
The total cost of the Flock Nova Crime Analysis software subscription for the Real Time Intelligence Center, including implementation and support, is $330,000 over a three-year term. Flock Safety has provided a credit in the amount of $50,000 , reducing the overall cost of the subscription to $280,000. Flock Safety's credit note is included as Attachment C.
This purchase has been approved for reimbursement by the Bureau of State and Community Corrections ( BSCC); however, the term of this agreement extends beyond the grant period. In order to ensure that the entirety of this project is fully reimburs ed during the term of the BSCC grant, which concludes on June 1, 2027, the grant administrator recommends pre-payment of the Flock Nova crime analysis software.
To ensure the continued operation and effectiveness of the Flock Nova software beyond the initial three -year grant period, the Police Department will need to secure additional grant funding or request the City allocate budget funds for ongoing maintenance, system upgrades, and operational costs to maintain the system’s functionality and public safety benefits.
REVIEWED BY:
Department Head: Andrew G. Mills
Procurement & Contracting Manager: Tabitha Richards
City Manager: Scott Stiles
ATTACHMENTS:
A. Amendment No. 1 to Master Services Agreement 24S228
B. Public Integrity Disclosure Form
C. Flock Safety Credit Note
D. Flock Safety Master Services Agreement 24S228
1Z - Page 3
ATTACHMENT A
1Z - Page 4
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