Agenda packet, regular meeting, first session — Palm Springs City Council, November 12, 2025 (part 3 of 7)

SCOTT C. STILES

CITY MANAGER, CITY OF PALM SPRINGS
ATTEST:

BRENDA PREE

CITY CLERK, CITY OF PALM SPRINGS

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Resolution No. _____

Page 3 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, Brenda Pree, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on November 11, 2025, 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

CITY CLERK, CITY OF PALM SPRINGS

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CITY COUNCIL STAFF REPORT
DATE: November 12, 2025 CONSENT CALENDAR
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., A NORTH CAROLINA

CORPORATION, FOR PROFESSIONAL ENGINEERING SERVICES IN
THE AMOUNT OF $309,976.92 FOR THE 2026 PAVEMENT
MANAGEMENT PLAN UPDATE, CITY PROJECT NO. 25-12
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

Award of this Professional Services Agreement will allow the City to proceed with 2026 Pavement Management Plan Update, City Project No. 25-12 (“Project”).

RECOMMENDATION:
1) Approve a Professional Services Agreement with Kimley-Horn and Associates, Inc., a North Carolina Corporation (Kimley-Horn) in the amount of $309,976.92 for professional engineering services;
2) Authorize the City Manager or their designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure Form from Kimley-Horn is included as Attachment A.

BACKGROUND:

The City has approximately 245 miles (as measured by the centerline of street) of paved streets divided into 1,416 pavement management segments. Table 1, on the following page, breaks down the City’s roadways and groups them by classification:

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City Council Staff Report
November 12, 2025 -- Page 2
Approve Agreement with Kimley-Horn for the 2026 Pavement Management Plan Table 1
Classification Total
Sections
Total CL
Miles
Total Area
(SF)
% of
Network
Arterial 2 0.5 82,944 0.20%
Urban Principal Arterial 141 42.3 13,352,610 17.26%
Collector 198 44.6 9,990,438 18.20%
Residential/Local 1071 157.6 27,214,296 64.30%
Other 4 0.1 32,948 0.04%
Totals 1416 245.1 50,673,236 100.00%
The City relies on two industry acceptable methods to maintain our network of streets.

The first is the slurry seal program and the second is the pavement reconstruction program. The annual slurry seal program provides routine maintenance of City streets. A slurry seal, a mixture of sand and emulsified asphalt (oil) spread over the top of existing asphalt concrete, is the best way to maintain paved streets because the slurry seal rejuvenates the existing asphalt in the pavement and prevents further deterioration and aging. If applied every 5 to 7 years, the condition of the pavement is maintained.

However, a slurry seal is not appropriate for paved streets that have experienced more extensive deterioration, evident through extensive cracking, raveling, rutting, potholes and other damage to the pavement. On these streets, depending on the extent of the pavement damage, the surface of the pavement is ground down and a new layer of asphalt pavement is applied over the existing surface. In the worst condition, paved streets should be entirely removed and reconstructed.

The City determines which treatment method to apply based on the condition of the street per our Pavement Management Program (PMP). The PMP consists of a physical assessment of all streets in the right of way by evaluating the different types and percentages of pavement distresses. The assessment data is then input into the software which calculates the Pavement Condition Index (PCI) of the street segment. The PCI is an overall measure of the condition of the street surface based on a scale of zero (0 = Very Poor/ Failed) to one hundred (100 = Good). Table 2, on the following page, provides a brief description of the different distresses generally found in each PCI range.

Table 2
PCI Grade Condition Description
90-100 A Good Little or no distress.
70-89 B Satisfactory
Little or no distress, with the exception of utility patches in good condition, or minor to moderate hairline cracks; typically, lightly weathered.
50-69 C Fair Light to moderate weathering, light load-related base failure, moderate linear cracking.

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City Council Staff Report
November 12, 2025 -- Page 3
Approve Agreement with Kimley-Horn for the 2026 Pavement Management Plan PCI Grade Condition Description
25-49 D Poor Moderate to severe weathering, moderate levels of base failure, moderate to heavy linear cracking.
0-24 E Very Poor
Extensive weathering, moderate/heavy base failure,
failed patches, extensive network of moderate/heavy
linear cracking.

Typical pavement failures are identified and shown on Figure 1 below.

Alligator Cracking Block Cracking

Weathering Distortions

Patching and Utility Cuts Rutting and Depressions

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City Council Staff Report
November 12, 2025 -- Page 4
Approve Agreement with Kimley-Horn for the 2026 Pavement Management Plan

Raveling Longitudinal and Transverse Cracking
Figure 1
In 2008, the City completed and published the Pavement Management System – a Comprehensive Report on the Current Condition of City Streets. The overall Citywide PCI score at the time was 73.

In 2014, 2018, and 2022, the City commissioned an update to the Citywide Pavement Management Program to reevaluate the condition of all City streets. All three reports were prepared by Harris & Associates (Harris). Currently, the overall Citywide PCI score is 66.

The City has continued to maintain and rehabilitate its street network based on the recommendations provided in each PMP report. Though the Citywide PCI score has reduced from 73 to 66, this is due to the City focusing mainly on residential streets and not Arterials. Based on how the Citywide PCI is weighted, Arterial streets have a significant impact to this weighted score. Since the latest PMP update, the City has allocated at least 30% of pavement funds to addressing Arterial Streets.

STAFF ANALYSIS:

Since 2023, there have been significant utility repairs throughout the City, such as water lines and fiber optic lines, which has caused the PCI of affected streets to degrade faster than anticipated. In addition, the City is now approaching the recommended three- to fiveyear interval for updating the Pavement Management Plan to ensure it reflects the most current field conditions.

On September 4, 2025, the City issued Request for Proposals (RFP) 25-12 to invite consultants to provide proposals for the 2026 Pavement Management Plan Update. The RFP was published and made available through PlanetBids™.

On September 25, 2025, the City received proposals from three (3) qualified firms shown in Table 1 below. An evaluation committee made up of City staff evaluated the proposals based on their experience, quality of staff, understanding of the work to be done, and demonstrated technical ability to meet the needs of the project. Through this process, the Evaluation Committee selected Kimley-Horn as the most qualified consultant.

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City Council Staff Report
November 12, 2025 -- Page 5
Approve Agreement with Kimley-Horn for the 2026 Pavement Management Plan Table 1
Company Location Budget
Kimley-Horn and Associates, Inc. Palm Desert, CA $309,976.92 Roadway Asset Services, LLC Austin, Texas $415,129.00
NCE Anaheim, CA $422,072.00
Staff recommends the City Council approve a Professional Services Agreement with Kimley-Horn in an amount not to exceed $309,976.92. A copy of the agreement that incorporates the City’s RFP 25-12 and Kimley-Horn ‘s proposal is included as Attachment B.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

Project costs will be funded through a combination of Measure A and Gas Tax funds.

Sufficient funds have been budgeted to cover the cost of this Project.

REVIEWED BY:

Department Director: Joel Montalvo
Assistant City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Professional Services Agreement

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Attachment A

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PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
Incorporated in North Carolina
same as above
73-700 Dinah Shore Drive, Unit 101, Palm Desert CA 92211 Kimley-Horn and Associates, Inc.

See attached officers/directors list

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

EXAMPLE

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

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

Signature of Disclosing Party, Printed Name, Title Date Jean B. Fares, Senior Vice President September 25, 2025

NONE / NOT APPLICABLE
see attached for ownership

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Kimley-Horn and Associates, Inc. Principal Officers and Directors PRINCIPAL OFFICERS:

Names/Titles
John C. Atz, Chairman
Steven E. Lefton, CEO, President
Richard N. Cook,
Senior Vice President, Secretary
Tammy L. Flanagan,
CFO, Senior Vice President
David L. McEntee, Vice President,
Treasurer, Assistant Secretary
DIRECTORS:

Names
John C. Atz
Chairman
Barry L. Barber
Executive Vice President
Stephen W. Blakley
Senior Vice President
Paul B. Danielson
Senior Vice President
William E. Dvorak, Jr.

Senior Vice President
James R. Hall
Senior Vice President
Steven E. Lefton
CEO, President
Emmeline F. Montanye
Senior Vice President
Brent H. Mutti
Senior Vice President
Brooks H. Peed
Chairman Emeritus
Michael G. Schiller
Executive Vice President
G. Bradbury Tribble
Senior Vice President
Ownership: Kimley-Horn and Associates, Inc. is wholly owned by Associates Group Services, Inc., which is wholly owned by APHC, Inc., which is owned by over 500 Kimley-Horn employees, none of which own 5% or more of the outstanding shares.

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Attachment B

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PROFESSIONAL SERVICES AGREEMENT [***INSERT CONTRACT #***] 2026 PAVEMENT MANAGEMENT PLAN UPDATE
CITY PROJECT NO. 25-12
This Professional Services Agreement (“Agreement”) is entered into this 12th day of November, 2025 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and Kimley-Horn and Associates, Inc., a North Carolina Corporation, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.”

RECITALS
A. City requires the services of a Professional Civil Engineering Firm, for the 2026 Pavement Management Plan Update (“Project”).

B. Consultant has submitted to City a proposal to provide civil engineering services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. SERVICES OF CONSULTANT

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

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

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

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

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

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

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “C” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of three hundred nine thousand nine hundred seventy-six dollars and ninety-two cents ($309,976.92), "Maximum Contract Amount", except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “C.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit “C”), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10th) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such

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reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.

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

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

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

3. SCHEDULE OF PERFORMANCE

3.1 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 2 years commencing on the Effective Date, and ending on November 12, 2027, unless extended by mutual written agreement of the Parties.

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

Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant 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. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

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

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Event. A Force Majeure Event shall mean an event that materially affects the Consultant’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 Consultant 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 Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4. COORDINATION OF WORK

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

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

4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City.In the event of any such unapproved transfer, including any bankruptcy proceeding, this

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Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.

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

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

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

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

4.5 California Labor Code Requirements.

A. Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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 Consultant 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),

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employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant 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 Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

5. INSURANCE

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

A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
(1) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (2) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure

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coverage during the entire course of performing the Services under the terms of this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other

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

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

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

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

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

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 selfinsurance 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.

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agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them.

6. INDEMNIFICATION

6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to, Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, 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 Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’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 Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

6.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’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, Consultant’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 Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

7. REPORTS AND RECORDS

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

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

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services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall become the property of City, upon payment for such, and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages.

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

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

8. ENFORCEMENT OF AGREEMENT

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

8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the

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interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

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

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

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

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

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

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

8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled,

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in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

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

10. MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

To Consultant: Kimley-Horn and Associates, Inc.

Attention: Jean Fares, PE, Vice President
73-700 Dinah Shore Drive, Unit 101
Palm Desert, CA 92211
Telephone: (760) 610-0819

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

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

10.5 Severability. Whenever possible, each provision of this Agreement shall be

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

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

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

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

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

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

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

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND KIMLEY-HORN AND ASSOCIATES, INC.

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

CONSULTANT:

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

Date: __ Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

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

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EXHIBIT “A”

SCOPE OF SERVICES

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  5
Task 1: Project Meetings and Management
Kimley-Horn recognizes that effective project management and clear communication are essential to delivering a successful PMP. Upon notice to proceed (NTP), we will conduct a kick-off meeting with City staff to introduce the team, review project goals, confirm data collection methods, and finalize the schedule and deliverables.

To maintain alignment throughout the project, we anticipate up to eight (8) interim meetings during field work and report preparation, along with monthly project updates. These sessions will focus on schedule tracking, deliverable discussions, and upcoming milestones. We will provide meeting summaries electronically for each session.

At project completion, Kimley-Horn will assist City staff in presenting the program findings to the City Council or other public forum, highlighting objectives, benefits, and outcomes in a clear and compelling manner that connects with community priorities.

Deliverables:
• Kick-off meeting summary, interim meeting notes, and final City Council presentation slides
• Updated project schedule and progress reports
Task 2: Field Data Collection
Kimley-Horn, in partnership with ICC, will collect PCI data for all City street segments in full compliance with ASTM D6433 standards.

Field data collection will include all required attributes: street name, section identification, number of lanes, surface type (asphalt concrete [AC], Portland cement concrete [PCC], or other), length, pavement width, and detailed distress information (type, severity, and extent). We will
survey streets surfaced with both
AC and PCC, with bi-directional data
collection on arterial and secondary
streets to capture the full roadway
cross-section, and single-direction
collection on collectors, industrial, and
local streets as appropriate, for a total
of approximately 290 collection miles.

We will acquire data using ICC’s IrisPRO
Pave vehicle (see Figure 1) equipped
with the Laser Crack Measurement System (LCMS-2), an inertial profiler, and Ladybug 5+ right-of-way imaging system. This integrated platform captures continuous surface imaging, cracking, roughness, rutting, and other surface distresses while simultaneously recording high-resolution right-of-way imagery. This supports a permanent georeferenced record of pavement condition at the time of survey.

We will process and analyze all data using the PCI methodology outlined in ASTM D6433, with results geospatially linked to the City’s approved segmentation. We anticipate leveraging the City’s existing StreetSaver database to streamline integration, making sure that collected data is seamlessly tied to existing inventory attributes.

Deliverables:
• PCI dataset (ASTM D6433) with supporting imagery, linked to City’s segmentation Optional Task 1 – Pavement Depth Data Collection
Kimley-Horn proposes the collection of pavement depth and structural data across the City’s roadway network using a combination of advanced, non-destructive technologies. This information provides critical insight into structural capacity, supports more accurate rehabilitation design, and enhances the reliability of the pavement management program.

Kimley-Horn will engage two specialized subconsultants for this task:
• ICC will perform network-level deflection testing using falling weight deflectometer (FWD) equipment. This method applies a dynamic load to the pavement surface and measures resulting deflections, which can be used to estimate layer stiffness, load-carrying capacity, and identify areas of potential structural weakness. • Infrasense will conduct GPR surveys across street segments requiring additional validation—such as those selected as a CIP project candidate during this pavement management system update. GPR uses high-frequency radar pulses to measure the thickness of asphalt and base layers in a continuous, non-destructive manner. The resulting profiles provide layer depth variability and help detect subsurface anomalies such as stripping or moisture intrusion.

Kimley-Horn will recommend limited destructive coring at selected locations to validate non-destructive results. We will perform coring in coordination with Verdantas only with prior approval from City staff and will coordinate this to minimize disruption to traffic and residents.

Deliverables:
• Effective Structural Number (SN) and deflection data
Figure 1. IrisPRO Pave vehicle

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  6
Optional Task 2 – Pavement Data Viewer
Kimley-Horn’s subconsultant ICC offers a web-based tool for reviewing and visualizing pavement condition data through their cloud-hosted software, Inform™.

This intuitive platform features thematic maps, allowing clients to color-code roads based on PCI, roughness (IRI), rutting index, structural index, and more. This addition enhances the City’s ability to quickly and effectively understand their data with vivid, easy-to-interpret visualizations. Alongside these dynamic maps, Inform™ provides detailed, high-resolution pavement images and classified distresses, all within a geocentric environment, as shown in Figure 2. The software streamlines the analysis process, saving agencies countless field visits and valuable time, making it the simplest yet most comprehensive solution for accessing and interpreting photolog images and pavement condition data.

Deliverables:
• Access to Inform™ software
Optional Tasks 3, 4, and 5 – Non-Pavement Roadway Asset Data Collection
Kimley-Horn will assess and categorize the condition of the collected assets identified in Optional Tasks 3, 4, and 5 (pavement striping, ADA ramps, and utility access locations) into Good, Fair, or Poor condition categories. We will meet with the City prior to data collection to come to a consensus of what constitutes Good, Fair, and Poor for each asset. For example, what might be considered “damaged” or “sunken” for a given manhole may vary from person to person, but our team will work to establish a baseline and report them as such. We will collect all data using a 360° Ladybug camera which is mounted on the same vehicle collecting distress data in Task 2—eliminating the need for multiple mobilizations and allowing all data to be collected in one field effort. This assessment will provide insight for maintenance planning and budget allocation. Please note that our assessment does not include ADA compliance checks. The collected data will include photographs of such elements, location, and condition. The Condition Rating System will be categorized into:
• Good: Elements classified as ‘Good’ will exhibit minimal wear and tear, with no significant defects affecting functionality or safety.
• Fair: Elements rated as ‘Fair’ will show signs of moderate deterioration. This may include minor cracks or surface wear that do not pose immediate safety risks but indicate the need for maintenance within the near future. • Poor: Elements deemed ‘Poor’ will display severe deterioration, including extensive cracking, crumbling, or structural failures. These conditions may compromise safety and accessibility, requiring immediate attention and repair.

Task 3: Records Keeping and Data Entry
Kimley-Horn will update pavement management records across StreetSaver, Microsoft Excel, and GIS following completion of field surveys. Entries will include current inspection results, inspection data from the last update, treatment history, and both past and current PCI values. We will present each PCI score on the 0–100 scale with an associated letter grade (A–F) to provide a clear, user-friendly measure of pavement condition.

Our team is already highly familiar with the City’s GIS network, having recently partnered with staff to clean and organize the database. This experience gives us a unique advantage: we are already aligned with the City’s established naming and numbering system and are well positioned to deliver the most efficient, accurate, and seamless updates to the pavement management system.

We will include the results in a database that integrates inspection data, PCI history, and GIS attributes into one platform.

Deliverables:
• Updated StreetSaver database, Excel files, and GIS files with PCI values, inspection history, and treatment history
• GIS shapefiles aligned with the City’s established conventions Figure 2. InformTM software user interface

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  7
Task 4: Define Mitigation Strategies
Kimley-Horn will review and update the City’s existing M&R decision tree, building on our direct experience with the City’s pavement network. We will evaluate the City’s current repair strategies and develop a systematic, cost-effective approach that incorporates PCI levels, roadway classifications, mobilization considerations, and the City’s specific needs.

Our recommendations will cover the full range of maintenance, rehabilitation, and reconstruction strategies, with a focus on practical application, cost efficiency, and long-term performance and sustainability. The selected mitigation strategies will promote the City’s sustainability goals by leveraging materials that mitigate the impacts of Urban Heat Island and make beneficial reuse of existing materials to reduce GHG emissions and extraction of new construction materials. • Maintenance Treatments: Slurry Seal (conventional, rubberized, or latexmodified); Chip Seals and Cape Seals; Microsurfacing; Crack Sealants; Cool Pavement Technologies
• Major Rehabilitation: Mill and Overlay; Rubberized AC Overlay; Fiber-Reinforced Asphalt Concrete (FRAC) Overlay; Cold In-Place Recycling (CIR) • Reconstruction: Full-Depth Remove and Replace (R&R); Full-Depth Reclamation (FDR); Cement-Treated Base (CTB); Soil Stabilization with Geogrids Kimley-Horn has successfully applied these strategies for agencies across California, with particular strength in CIR and FDR applications. These treatments not only restore structural capacity but also recycle existing materials, reduce trucking and disposal costs, and minimize greenhouse gas emissions—offering sustainable, cost-saving solutions that align with the City’s long-term goals.

As part of this task, Kimley-Horn will also provide unit prices for each treatment option, drawing from both the City’s last 5 years of bid results and our extensive Southern California cost database.

Kimley-Horn will evaluate the City’s current slurry and pavement mix designs.

Leveraging our experience with a variety of mix types, including tire rubber modified surface seal (TRMSS) and other advanced slurry seal formulations, we will recommend options tailored specifically for Palm Springs’ desert climate. We will evaluate these alternatives for improved longevity, durability under heat exposure, and life-cycle cost savings. In addition, we will evaluate and recommend slurry seal mixes incorporating reclaimed asphalt pavement (RAP), which offer improved performance in hot climates, lower costs, and enhanced environmental benefits through material recycling.

Deliverables:
• Updated M&R decision tree with recommended treatments • Unit cost tables for all treatments, based on Southern California market data and the City’s past 5 years of bids
Task 5: Develop a 5-Year CIP
Kimley-Horn will translate the City’s pavement management data and mitigation strategies into a comprehensive 5-year CIP. We will provide cost-effective strategies that optimize pavement performance, integrate sustainable and recycling practices, and extend service life.

Once mitigation strategies and unit costs are finalized, our team will prepare two distinct program lists:
• Slurry Seal Program based on $1,800,000 annually for 5 years • Rehabilitation Program based on $8,000,000 annually for 5 years Each year’s rehabilitation program will target approximately 40–50% arterials and 50–60% residential/collector streets. For arterial streets, we will emphasize corridor continuity, grouping projects into logical, contiguous segments. This approach maximizes construction efficiency, minimizes mobilization costs, and reduces public disruption, which allows for delivering network-wide consistency in pavement condition rather than fragmented, isolated improvements.

We will also support the CIP with a budget scenario analysis for the conditions set forth below:
• No Work Scenario: Illustrates the natural decline of the network without any maintenance or rehabilitation, highlighting the cost of inaction • Unlimited Budget Scenario: Provides a “total needs” assessment by modeling network condition if unlimited funding were applied at the optimal time • Maintain Condition Scenario: Identifies the funding levels required to hold the overall PCI steady over the analysis period
• Current Funding Scenario: Demonstrates the impact of maintaining existing funding habits, quantifying the expected changes in PCI and backlog • Improve PCI Scenario: Evaluates the additional investment required to raise the network PCI to a specific target level selected by the City Kimley-Horn will prepare a draft Pavement Management Report that documents data collection techniques, analysis methods, and information required to establish a PMP.

The draft report will also include the recommended mitigation strategies, unit costs, budget scenario analysis, and the 5-year CIP.

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  8
Kimley-Horn will deliver this report in draft form for City review, followed by two (2) comment periods to allow for feedback from the City and discussion between the City and Kimley-Horn. We will then produce a final report that incorporates comments to be used for future decision-making.

Deliverables:
• Draft Pavement Management Report including CIP lists, budget scenario analysis, and executive summary
• Final Pavement Management Report incorporating City comments Task 6: Update Pavement Project Specifications
Kimley-Horn will support the City by updating Section 9 of the City’s Specifications to reflect current industry practices, technologies, and construction methods. Our team will also revise relevant City Standard Drawings for pavement design and construction, aligning them with both the City’s current needs and regional practices.

We will prepare appendices with applicable standards from Caltrans, MUTCD, and other related references that serve as industry benchmarks.

As part of this effort, our engineers will also update bid schedule line items to match today’s construction methods, materials, and unit price practices.

For this project, we will review Section 9 and provide targeted revisions. Kimley-Horn will provide the City with a robust, practical, and contractor-ready set of specifications that support high-quality pavement construction and rehabilitation. We assume 12 hours for this task.

Deliverables:
• Revised Section 9 specifications and updated Standard Drawings for pavement design and construction
• Updated bid schedule line items and appendices with Caltrans, MUTCD, and related standards
C2. Approach to Coordination Efforts
Kimley-Horn recognizes that successful pavement management projects extend beyond technical analysis: effective coordination with City staff, local agencies, utility providers, and regulatory stakeholders are essential to delivering a program that is both technically sound and practically implementable. Our approach emphasizes early engagement, proactive communication, and technical collaboration at every stage.

Coordination with City Staff
Our team will work closely with City staff throughout the project lifecycle. This includes regular project update meetings, collaborative review of draft deliverables, and rapid response to technical questions. Because we already partner with the City on numerous projects and have established working relationships with the City, we are well-positioned to streamline communication and avoid unnecessary learning curves.

Coordination with Local Agencies
Many pavement segments overlap with or impact facilities maintained by neighboring jurisdictions (e.g., County of Riverside, Caltrans, or regional transportation agencies).

Kimley-Horn will leverage our local Palm Desert office and long history of regional collaboration to engage with these stakeholders as needed. This includes confirming jurisdictional boundaries, coordinating work programs, and aiming to achieve consistency with neighboring pavement strategies to avoid conflicts.

Coordination with Utility Companies
Pavement rehabilitation often intersects with utility upgrades, trenching, or planned underground work. Kimley-Horn will coordinate early with utility companies to obtain current and planned utility project information. Where conflicts are identified, we will recommend sequencing adjustments or deferrals to avoid rework, reduce costs, and extend the life of City investments.

Coordination with Regulatory and Permitting Agencies
Our team has extensive experience working with Caltrans, MUTCD standards, air quality districts, and local permitting authorities on pavement-related projects. We will integrate applicable standards and requirements into the City’s specifications and project planning, reducing risk during future project delivery and achieving compliance with all permitting and regulatory obligations.

Our Advantage
Kimley-Horn’s deep regional presence, with active work across numerous Southern California municipalities, provides a unique advantage. We have established relationships with many of the very agencies, utilities, and permitting bodies that the City coordinates with regularly. This positions us to anticipate challenges, accelerate approvals, and minimize disruptions.

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55575.18100\42907009.1
BB&K (2024) Page 18 of 20
EXHIBIT “B”

REQUEST FOR PROPOSALS AND CONSULTANT PROPOSAL

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1 CITY OF PALM SPRINGS, CA

ENGINEERING SERVICES DEPARTMENT

REQUEST FOR PROPOSALS

ENGINEERING SERVICES
2026 PAVEMENT MANAGEMENT PLAN UPDATE
CITY PROJECT 25-12
ISSUED: SEPTEMBER 4, 2025

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2 TABLE OF CONTENTS
SECTION 1 – NOTICE OF REQUEST FOR PROPOSALS PAGE NUMBER

1.1 Request for Proposals 3

1.2 Term 3

1.3 Schedule 3

1.4 RFP Documents Location 3

1.5 Evaluation of Proposals and Award of Contract 3
SECTION 2 – INSTRUCTIONS TO RESPONDERS

2.1 Obtaining RFP Documents and Addenda 4

2.2 Responder’s Minimum Requirements 4

2.3 Submission of Proposals 4

2.4 Protest Procedures 4
SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT

3.1 Request for Clarifications/Questions 6

3.2 Responders Ethical Behavior 6

3.3 Request for Proposals to Remain Open 6

3.4 Right to Accept or Reject Proposals 6

3.5 Responsibility of Responder 6

3.6 Insurance 6

3.7 Public Record 6

3.8 Cost Related to Proposal Preparation: 7

3.9 Compliance with Law 7

3.10 Licenses, Permits, Fees and Assessments 7

3.11 Investigations 7

3.12 Non-Collusion 7

3.13 Signed Proposal and Exceptions 8

3.14 Award of Contract 8

3.15 Form of Agreement 8
SECTION 4 – SCOPE OF WORK

4.1 Background 10

4.2 Scope of Services 10

4.3 Compensation 13
SECTION 5 – REQUEST FOR PROPOSALS FORMAT AND ORGANIZATION

5.1 Request for Proposals Requirements 13

5.2 Electronic Submittal Package Format 13

5.3 Submission of Proposals 14
SECTION 6 – REQUEST FOR PROPOSALS EVALUATION

6.1 Evaluation of Proposals 15

6.2 Selection Process and Award of Contract 15
SECTION 7 – REQUIRED FORMS TO SUBMIT 17
SECTION 8 – SAMPLE AGREEMENT

APPENDICES
Appendix 1 – Current PCI Conditions Map
Appendix 2 – Streetsaver Excel File of Current Database (See Planetbids Documents to Download)

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3 SECTION 1 – NOTICE OF REQUEST FOR PROPOSALS

1.1 Request for Proposals
The City of Palm Springs is requesting proposals from qualified professional firms to update its Pavement Management Program (PMP). The selected firm will perform a comprehensive pavement condition survey of approximately 245 miles of City streets and provide updated Pavement Condition Index (PCI) data using the StreetSaver software platform. The resulting information will be used to evaluate roadway conditions and guide the City in establishing maintenance and rehabilitation capital priorities for the next five years.

1.2 Term
The Proposer shall guarantee that all contents of their submittal shall be valid for a period of 120 calendar days from the due date of submittals.

1.3 Schedule
The following is the schedule for this procurement.

Activity Due/Time
Request for Proposals Issued September 4, 2025
Request for Clarifications from Responders due September 18, 2025, 12:00 pm PST Deadline for receipt of Proposals September 25, 2025, 12:00 pm PST Interviews, if necessary October 7, 2025
Notice to Proceed October 20, 2025

1.4 RFP Documents Location
https://pbsystem.planetbids.com/portal/47688/portal-home (See RFP 25-12)

1.5 Evaluation of Proposals and Award of Contract
This solicitation has been developed in the Request for Proposals (RFP) format for the acquisition of Professional Services on the basis of demonstrated competence and qualifications for the type of services required consistent with the provisions of CA Government Code 4525/4526 and Municipal Code 7.03.07. Accordingly, firms should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee. Price is evaluated as part of the evaluation criteria. The City reserves the right to negotiate the terms and conditions of any resulting contract. Final contract award, if any, will be made by the Palm Springs City Council. The selected firm will be required to comply with all insurance and license requirements of the City.

END SECTION

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4 SECTION 2 – INSTRUCTIONS TO RESPONDERS

2.1 Obtaining RFP Documents and Addenda:

RFP documents can be found on PlanetBids at: https://pbsystem.planetbids.com/portal/47688/portal-home Responders will need to log in and locate this RFP for all related documents. It is the Responder’s responsibility to check the PlanetBids site regularly to stay current on the documents that are available as this is the primary communication site for this RFP.

2.2 Responder’s Minimum Requirements – evaluated on a pass/fail basis:

A. Experience: The Responder must have at least 15 years’ experience providing engineering services for public works projects. Responders shall outline this experience in Section A of the request for proposals.

B. Related Projects: The Responder must list two (2) pavement management related projects completed within the last 10 years and one (1) within the last five (5) years’ for a public agency. The firms’ contract price for these projects must be equal to or greater than $100,000 each (design/support costs, not total construction costs). Responders shall outline this experience in Section A of the request for proposals.

2.3 Submission of Proposals:

Proposals will be electronically received through the Planet Bids electronic platform as provided in this RFP until the time specified in the schedule. The receiving time date stamp in the electronic PlanetBids system will be the governing time for acceptability of request for proposals. Paper request for proposals, or request for proposals sent by any other means will not be accepted. Failure to register as a Responder to this RFP process per the instructions in the Request for Proposals (under “Obtaining RFP Documents”) may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a request for proposals as being non-responsive or negatively impact the evaluation of a request for proposals. Request for proposals files shall be clearly labeled per the instructions provided and submitted electronically.

2.4 Protest Procedures.

This section sets forth the protest remedies available with respect to the RFP process. Each responder, by submitting its RFP, expressly recognizes the limitation on its rights to protest contained herein, and expressly waives all other rights and remedies. Each responder agrees that the decisions on any protest, as provided herein, will be final and binding on the protestant. All protests and related statements described in this section shall be submitted for filing to the following email address:

[email protected].

A. If any attempts to resolve respondent concerns during the request for clarifications/question and answer period were unsuccessful, protests regarding the RFP requirements shall be filed only after the Q&A period ends, but no later than five calendar days after the final addendum is issued. Responders may protest the RFP requirements on the grounds that:

1. A material provision in the RFP notice is ambiguous to a point that the responder cannot respond to the solicitation, or

2. The RFP restricts fair and open competition,

3. Any aspect of the RFP requirements described herein violates applicable Local, State or Federal law.

4. Protests regarding the RFP requirements shall completely and succinctly state the grounds for protest and shall include all factual and legal documentation in sufficient detail to establish the merits of the protest. Evidentiary statements, if any, shall be submitted under penalty of perjury. The protestant shall have the burden of proving its protest by preponderance of the evidence. The outcome of

M – Page 508 of 1899
5 the RFP requirements protest shall be decided on the basis of the written submissions by the Engineering Services Department in conjunction with the City’s Legal Department, whose decision shall be final and binding on the protestant. The City will issue a written decision regarding any protests to the respondent or to each participating respondent.

5. Notwithstanding the existence of a protest, the City may continue the procurement process. The failure of a respondent to file a basis for a protest regarding the RFP requirements within the applicable period shall preclude consideration of that ground in any future protest related to RFP requirements.

6. This is the only time a prospective consultant can file a protest over RFP requirements.

7. The City may issue addenda or extend the RFP due date to address the issues raised in a requirement related protest.

B. Protests Regarding Selection of the Most Highly Qualified Team

1. The City will only consider protest by respondents that submitted Proposals.

2. Respondents may protest the selection of the Most Highly Qualified firm only on the grounds that the City did not comply with RFP process and procedures.

3. Any protests regarding the City’s decision of Selection of the Most Highly Qualified firm shall be filed within seven calendar days after the selection or recommendation of intent to award of the Most Highly Qualified firm. The City will not accept protests filed after this time period.

4. The City will not entertain protests of RFP requirements during this stage in the process.

5. The protestant shall file a detailed written statement on the grounds, legal authority, and facts, including all documents and evidentiary statements in support of the protest. Evidentiary statements, if any, shall be submitted under penalty of perjury. The protestant shall have the burden of proving its protests by a preponderance of the evidence. Failure to file a protest within the applicable period shall constitute a waiver of the right to protest the selection of the Most Highly Qualified firm.

6. The City shall issue a written decision regarding the protest within 30 calendar days after the filing of the detailed statement of protest. The decision shall be final and binding on the protestant.

7. The City reserves the right to request information and/or documentation from the selected Most Highly Qualified firm to respond to issues raised in a protest.

C. Under no circumstances shall the City be held liable for payment of the protestant’s costs or attorneys’ fees. The City shall not be liable for any damages to the protestant filing the protest or to any participant in the protest, on any basis, express or implied.

END SECTION

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6 SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT

3.1 Request for Clarifications/Questions:

A. Questions are to be submitted through PlanetBids vendor portal at the following link:
https://pbsystem.planetbids.com/portal/47688/portal-home and then selecting the RFP.

Note – The City will not accept questions submitted via email, in person, or via phone.

B. Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is as outlined in the schedule. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect.

3.2 Responders Ethical Behavior:

Responders, their representatives, agents, or anyone else acting on their behalf are specifically directed not to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this RFP other than as directed below. Contact with anyone other than as directed below will be cause for rejection of a proposal.

3.3 Request for Proposals to Remain Open:

The Responder shall guarantee that all contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals.

3.4 Right to Accept or Reject Proposals:

The City of Palm Springs reserves the right to waive any informality or technical defect in a proposal and to accept or reject, in whole or in part, any or all proposals and to cancel all or part of this RFP and seek new proposals, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City.

3.5 Responsibility of Responder:

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

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

3.7 Public Record:

A. All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code Section 7921 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 7922 during the negotiation process, may be made public after the City’s negotiations are completed, and Staff has agendized the recommendation to the City Council for the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract.

B. Although the California Public Records Act (“CPRA”) recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a request for proposals is a trade

M – Page 510 of 1899
7 secret. If a request is made for information marked “Confidential,” “Trade Secret,” Proprietary,” or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction.

C. If a submitting party contends that a portion of the proposal is confidential even under the CPRA, the party: 1) must clearly label each document and/or page deemed a confidential document 2) the legal rationale supporting such contention including specific references to applicable provisions of the Public Records laws of the State 3) must actively defend against any request for disclosure of information which the party has determined should not be released, and 4) must indemnify and hold harmless the City from any loss, claim or suit, including attorneys’ fees, brought by a person challenging the City’s refusal to release the documents. The City will not, under any circumstances, incur any expenses, or be responsible for any damages or losses incurred by a party submitting a proposal or any other person or entity, because of the release of such information. The City will not return the original or any copies of the proposals or other information or documents submitted to the City as part of this RFP process. The City may not recognize proposals where all the information, via a blanket statement, is submitted as proprietary information or a trade secret. Such request for proposals may be found non-responsive.

3.8 Cost Related to Proposal Preparation:

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

3.9 Compliance with Law:

Responder warrants that all services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances, lawful orders, rules, and regulations.

3.10 Licenses, Permits, Fees and Assessments:

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

3.11 Investigations:

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

3.12 Non-Collusion:

The undersigned, by submission of this procurement form, hereby declares that this proposal is made without collusion with any other business making any other proposal, or which otherwise would make a proposal. Responder must execute an Affidavit of Non-Collusion provided as Attachment “B” in the RFP and include it with their proposal.

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8 3.13 Signed Proposal and Exceptions:

Submission of a signed proposal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this RFP and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be requested under the request for clarifications/questions process by the deadline for questions. Any requested changes to the contract will be considered at that time and if changes are allowed, they will be sent out through an Addendum to all Responders.

Exceptions to the City’s RFP document or standard boilerplate language, insurance requirements, terms, or conditions, etc. may only be considered during the early stage of the solicitation process; and shall not be included in the submitted proposals. The City makes no guarantee that any exceptions will be approved but will consider any requests put forward in the request for clarification/question process.

3.14 Award of Contract:

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

3.15 Form of Agreement:

A. The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Professional Services Agreement (see Section 8). Please note that the exhibits are intentionally not complete in the attached sample standard document. These exhibits will be negotiated with the selected firm and will appear in the final Professional Services Agreement executed between the parties.

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

C. We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled “Conflict of Interest” and “Covenants Against Discrimination” and recommend all firms carefully consider these contractual requirements prior to submitting a proposal in response to this RFP. Firms that submit a proposal in response to this RFP shall certify the following:
• Conflict of Interest. Responder acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Responder enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Responder warrants that Responder has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. • Covenant Against Discrimination. In connection with its performance under this Agreement, Responder 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

M – Page 512 of 1899
9 expression, physical or mental disability, or medical condition (each a “prohibited basis”). Responder 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, Responder certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Responder 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 Responder is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

END SECTION

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10 SECTION 4 – SCOPE OF WORK

4.1 Background:

The City of Palm Springs is seeking proposals for services to update its Pavement Management Program (PMP). The City uses the StreetSaver software to monitor pavement condition index (PCI) scores and maintenance history for all roadways within the public right-of-way. The most recent citywide pavement condition survey was completed in 2022, with the final report issued in May 2023.

The goal of this project is to conduct a new pavement condition survey and provide updated data for the City’s roadway network, which encompasses approximately 245 miles of streets. This information will be used to evaluate current pavement conditions, update PCI scores, and support the City in developing maintenance and rehabilitation priorities for the next 5 years.

This RFP invites consultants to propose innovative yet practical methods for completing the pavement management update, with clear explanations of any proposed enhancements to the standard process and how these would benefit the City.

4.2 Scope of Services:

The scope of work generally includes pavement inspection, assessment, and rating; evaluation and integration with StreetSaver or another recommended software platform; coordination with utility agencies and Private Development to avoid project conflicts, preparation and presentation of a pavement management update report; and development of a 5-year capital improvement plan.

This scope is intended as a guide. Proposers should add any essential tasks not listed and remove any tasks deemed unnecessary for successful project delivery:

1. Project Meetings & Management
 Kick-off meeting to further define project goals, data collection methods, and anticipated project schedule.
 Anticipate an additional eight (8) interim on-line meetings during field and report writing operations to keep the project on track.
 Project management to include monitoring budgets, invoices, resources, and schedule/milestone tracking.
 Anticipate one (1) meeting to present report findings at City Council or other public meeting.

2. Field Data Collection
 Collect Pavement Condition Index (PCI) data for all street segments using the ASTM D6433 methodology for distress identification, severity classification, and PCI calculation. Automated data collection technologies such as LiDAR, imaging, AI-based systems, etc. are preferred to establish consistency in data collection. If the consultant recommends a manual (visual) inspection instead of automated data collection, the consultant shall provide a written justification explaining why manual methods are more appropriate. Note, the City will not accept any automated data collection where the cameras are mounted inside a vehicle that capture images through the windshield.  At a minimum, the field data shall include:
o Street name
o Section IDs
o Number of travel lanes
o Surface type (AC, PCC, or other)
o Street length and pavement surface width
o Pavement surface distresses consistent with ASTM D6433 definitions

M – Page 514 of 1899
11  Optional Task 1 – Pavement Depth Data Collection
o Collect pavement depth data for all street segments using non-destructive scanning technologies such as Ground Penetrating Radar (GPR), Falling Weight Deflectometer (FWD), or other recommended methods. Destructive coring may be considered only if necessary to validate results and only at select locations approved by City Staff.
 Optional Task 2 – Pavement Data Viewer
o Develop a pavement data viewing platform similar to Coachella Valley Association of Government’s (CVAG) system, that can be incorporated into the City’s GIS, which provides side-by-side visualization of roadway imagery and LiDAR data. The viewer shall display high-resolution street-level photos alongside processed LiDAR outputs, including automated crack detection and distress mapping for every street segment.
o The platform shall allow City staff to zoom into any street segment, view the pavement condition, and identify individual cracks or distresses in detail. See Figure 1 below for similar example.

Figure 1: Example of Pavement Data Viewer
 Optional Task 3 – Pavement Marking and Striping Condition o Collect data on the condition of all pavement markings and striping, including lane lines, crosswalks, stop bars, arrows, symbols, and bike lane markings. o Document deficiencies such as fading, loss of retroreflectivity, peeling, cracking, or missing sections.
o Record approximate limits and locations (by street segment) where restriping or replacement is recommended.
o Condition ratings shall follow a simple scale (e.g., Good, Fair, Poor) to allow the City to prioritize restriping needs.
o Provide tabulated data and GIS mapping to clearly identify segments requiring maintenance, repainting, or full striping replacement.

M – Page 515 of 1899
12  Optional Task 4 – Ramp Condition
o Conduct a visual inspection of curb ramps along all surveyed street segments to evaluate general ADA compliance. Measurements of slopes or elevations are not required.
o Verify the presence of truncated domes (detectable warning surfaces) at each ramp location and identify ramps lacking domes.
o Note visible deficiencies such as damaged, misaligned, or non-standard ramp designs that would prevent full ADA compliance.
o Identify missing ramps at crossings where one or more corners lack a curb ramp, such as locations where a ramp exists on one side of a crosswalk but not the opposite side.
o Provide mapping and tabulated data indicating compliant, non-compliant, and missing ramp locations. Data shall be structured to support planning of future ADA ramp upgrades and new installations.
 Optional Task 5 – Utility Access Locations and Monuments o Collect and document the location and quantity of surface utility features that may require adjustment during future paving or rehabilitation activities.

Features shall include, but not be limited to:
 Water Valves
 Gas Valves
 Sewer Manholes
 Utility Vaults
 Traffic Signal loops or pull boxes (only within road surface)  Survey monuments
o Provide mapping and tabulated data of each feature by street segment to assist in estimating adjustment quantities during construction. o Identify locations where utility features are damaged, sunken, raised, or otherwise deficient.

3. Records Keeping and Data Entry
 Update all pavement management records in StreetSaver, Excel, and GIS. Entries shall include inspection information (past/current), treatment history, and PCI history (past/current). All PCI scores shall be based on a score between 0 to 100, where 0 is the worst condition and 100 is the best condition. An associated letter grade will also be provided along side the PCI score, with F being the worst condition and A being the best condition.
 All GIS attributes shall conform to the established naming and numbering system for each street segment in the City GIS files.

4. Define Mitigation Strategies
 Review the City’s current repair strategies and provide cost effective preventative maintenance, repair, and rehabilitation strategies based on a systematic approach such as repairs based on PCI, road classifications, mobilization, and specific needs of the City.
 Based on current industry repair/rehabilitation options, define unit prices per option that are anticipated within Southern California and the last 5-year bid results in the City of Palm Springs. This price will then be used to estimate project costs of the next five (5) years.

M – Page 516 of 1899
13  Based on current slurry/pavement mix used by the City, suggest a slurry or pavement mix design that may be more suitable for Palm Springs Climate for longevity.

5. Develop a 5-year Capital Improvement Plan
 Once mitigation strategies and unit costs are defined, create two lists based on the following:
o Slurry Seal based on $1,800,000 annually for 5 years. o Pavement rehabilitation based on $8,000,000 annually for 5 years.  Each annual rehabilitation list shall include approximately 40%-50% arterials and 50%-60% residential/collector streets.
o For arterials, continuity shall be a key consideration when developing the annual project lists. Treatments should be planned in a way that maintains logical progression along each corridor, rather than isolating short or random segments in different years. The goal is to maximize efficiency, ensure corridor-wide consistency in pavement condition, and minimize disruption by addressing contiguous sections wherever feasible, rather than relying solely on spot treatments.
 An analysis for various budget scenarios shall also be included within the pavement management report.

6. Update Pavement Project Specifications
 Update Section 9 of the City Specifications.
 Update relevant City Standard Drawings for pavement design and construction.  Provide applicable standards from Caltrans, MUTCD, and other related documents to include in the Specification appendices.
 Revise and update bid schedule line items as needed to reflect current construction methods, materials, and unit price practices.

Deliverables
 Draft pavement management report to include an executive summary, field data collection techniques, and necessary data to generate a reliable pavement management program.
 Final report generated after two comment periods between City and Consultant.  Updated StreetSaver program.
 Updated Excel files.
 Updated GIS files.
 PowerPoint presentation to be used at City Council or other public meeting.  Provide any recommended pavement inventory software other than StreetSaver if it will be a benefit to the City.

4.3 Compensation:

Provide a cost proposal representing the costs associated with the services required for the project.

The City will use a “Cost Per Unit of Work” method (e.g. lump sum cost per task item or element of work) to pay for professional services relating to these projects; therefore, proposers should list a lump sum cost per each sub-task or item of work, consistent with Section 4.2 Scope of Services included as part of the proposer’s technical proposal.

END SECTION

M – Page 517 of 1899
14 SECTION 5 – REQUEST FOR PROPOSALS FORMAT AND ORGANIZATION

5.1 Request for Proposals Requirements:

The Consultant’s proposal should describe the methodology to be used to accomplish each of the project tasks. The proposal should also describe the work which shall be necessary in order to satisfactorily complete the task requirements. Please note, this Request for Proposal can not identify each specific, individual task required to successfully and completely implement this project.

The City of Palm Springs relies on the professionalism and competence of the proposer to be knowledgeable of the general areas identified in the scope of work and include in its proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc. The City of Palm Springs will not approve addenda to the Consultant’s agreement which involve a substantial change from the general scope of work identified in this Request for Proposals.

5.2 Electronic Submittal Package Format:

Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6 below. The request for proposals must be in an 8 ½ X 11 format, minimum 11pt font size, minimum ¾” margins, and may be no more than a total of 10 electronic pages. The 10-page limit does not count towards:
 Section 7 attachments
 Covers/Dividers
 Letters of transmittal
 References
 Resumes
 Cost Proposal/Fees
Responders must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here. The electronic submittal package shall be clearly marked as per the instructions above and shall include the Sections A, B, C, D and E below:

Section A: Firm/subcontractors Qualifications and Experience including references.

A.1 Provide a detailed description of services your company has offered in other cities, emphasizing any unique features of your services relevant to the work described in this RFP. Include information on project scale, outcomes achieved, and any innovative solutions or techniques implemented.

A.2 List any subcontractor firms or contractors that will be part of your team. For each, describe their qualifications, background, and specific expertise. Explain the role each will play in this project, ensuring a clear understanding of their contribution to fulfilling the project's goals.

A.3 The selected Consultant shall demonstrate familiarity of providing services for engineering related projects (as it relates to this scope of work) and has a clear understanding of all applicable and current edition - federal, state, and local laws, ordinances and regulations including Greenbook, Caltrans, California Manual on Uniform Traffic Control Devices (MUTCD), and the rules and ordinances of the County of Riverside, applicable agencies, and the City of Palm Springs.

Section B: Staff/Teams qualifications and experience including References.

B.1. List the name and summary of relevant project scope related qualifications, years of experience, and years with company of key staff/team members that will be assigned to the project.

B.2. Provide an organization chart.

M – Page 518 of 1899
15 B.3. The respondent should list any organizations they plan to partner with to implement the scope of work.

Section C: Demonstrated understanding of the overall project and requested scope of work.

C.1 Proposed Approach for Implementing the Scope of Work. Please describe how you would approach the Scope of Work. This would include how you would address or enhance the tasks in the Scope of Work and how you would partner with the City to implement the service.

C.2 Include a discussion on your approach to coordination efforts with City Staff, local agencies, utility companies, other regulatory, or permitting agencies involved with the project.

C.3 Discuss how your team will identify project problems, issues or conflicts that need to be resolved and the general approach to resolving them and how your team has handled unforeseen problems on similar projects in the past, including any innovative or advanced techniques your team has developed.

C.4 Discuss your team’s approach to project controls to track project progress and expenditures, maintain critical contract documents, administer, and monitor contracts and maintain critical project information.

C.5 Identify anything else the City should consider as part of this process. Responders should provide any specific insights or advice they feel may assist the City in implementing the Scope of Work.

C.7 Provide a project schedule assuming a notice to proceed date of October 20, 2025.

Section D: Financials
D.1 Provide Fee Schedule/cost summary as an attachment to your proposal and not as a separate file when uploading into PlanetBids.

5.3 Submission of Proposals
One electronic file shall be uploaded to the PlanetBids vendor portal at the following link:
https://pbsystem.planetbids.com/portal/47688/portal-home and then selecting the RFP. All submissions must be time and date stamped by the system as being received by the deadline. Late submissions will be rejected. Proposals not meeting the above criteria may be found to be nonresponsive.

END SECTION

M – Page 519 of 1899
16 SECTION 6 – REQUEST FOR PROPOSALS EVALUATION

6.1 Evaluation of Proposals:

This solicitation has been developed in the RFP most qualified firm format. Accordingly, firms should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee to determine which proposal best meets the requirements set forth in the RFP document.

An Evaluation Committee, using the following evaluation criteria for this RFP, will evaluate all responsive proposals to this RFP. Firms are requested to submit their proposal so that they correspond to and are identified with the following specific evaluation criteria (100 total points possible):

Criteria Points
Minimum Requirements: Required Experience. Pass/Fail
Firm’s (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP, including References.
15 Staff / Team’s (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP. 15 Demonstrated Understanding Overall project and Scope of Work:
 Understanding of scope of work.
 Understanding of project needs.
 Capability of developing innovative or advanced techniques.  Demonstrated Technical ability.
50 Fees/Costs 20
Total* 100
Scoring: The lowest cost proposal will not necessarily be the selected consultant. Staff will review what is included in each proposal’s scope of services and make sure the costs make sense to what is proposed.

Prior City work - If your firm has prior experience working with the City do not assume this prior work is known to all members of the evaluation committee. All firms are evaluated on the information contained in their request for proposals, information obtained from references (including the city and past performance if applicable), and presentations if requested. All proposals should be prepared as if the evaluation committee members have no knowledge of the firm, their qualifications, or past projects.
*Interviews – The City reserves the right to interview top ranking responders. If interviews are required, the responders invited to interview will be notified in advance and provided a format and time for the interviews. An additional 25 points will be used to score the interview based on the same criteria listed in the RFP. The 25 points will be prorated in the same proportion as the request for proposals scoring listed in the table above. Interviews will be held within 2-3 weeks after proposals are due.

6.2 Selection Process and Award of Contract:

Selection will be made by totaling the points for the proposals and interviews if required. If the fee schedule is not reasonable, the process may continue with the next highest ranked Responder. The City reserves the right to negotiate the terms and conditions of any resulting contract. Final contract award, if any, will be made by the Palm Springs City Council or City Manager depending on value.

The selected firm will be required to comply with all insurance and license requirements of the City.

END SECTION

M – Page 520 of 1899
17 SECTION 7 – REQUIRED FORMS TO SUBMIT
The following forms are required to submit as part of this Request for Proposal electronic submittal package.
 ATTACHMENT “A” SIGNATURE AUTHORIZATION
 ATTACHMENT “B” LOCAL PREFERENCE
 ATTACHMENT “C” NON-COLLUSION AFFIDAVIT
 ATTACHMENT “D” - CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION  ATTACHMENT “E” - PUBLIC INTEGRITY DISCLOSURE
 ATTACHMENT “F” - REFERENCES
 ATTACHMENT “G” - EXECUTIVE ORDER N-6-22 CERTIFICATION  ATTACHMENT “H” - FEE SCHEDULE

M – Page 521 of 1899

ATTACHMENT “A”

SIGNATURE AUTHORIZATION
NAME OF COMPANY(RESPONDER):

BUSINESS ADDRESS:

TELEPHONE: CELL PHONE FAX

CONTACT PERSON EMAIL ADDRESS
A. I hereby certify that I have the authority to submit this Request for Qualifications to the City of Palm Springs for the above-listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my Request for Qualifications.

PRINTED NAME AND TITLE

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

1. If successful, the contract language should refer to me/my company as:

An individual;
A partnership, Partners’ names:

A company;
A corporation If a corporation, organized in the state of:

2. My tax identification number is:

Please check below IF your firm qualifies as a Local Business as defined in the RFQ:

A Local Business (licensed within the jurisdiction of the Coachella Valley).

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

ADDENDA ACKNOWLEDGMENT:

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

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

Addendum(s) # is/are hereby acknowledged.

M – Page 522 of 1899

ATTACHMENT “B”
LOCAL PREFERENCE –
NOTE – Having a local office and/or valid business license from a jurisdiction in the Coachella Valley is not a requirement to submit an RFQ. If none, please state so on this page.

M – Page 523 of 1899

ATTACHMENT “C”

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

Signature:

Title:

Date:

M – Page 524 of 1899

ATTACHMENT “D”

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

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

NAME OF RESPONDER:

NAME and TITLE of Authorized Representative:
(Print)
Signature and Date of Authorized Representative:
(Sign) (Date)

M – Page 525 of 1899

ATTACHMENT “E”

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

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with 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:
 the owner/investor and the official have done business together during the year prior to the application;
 the official has earned income from the owner/investor during the year prior to the filing of the application;
 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
 the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome.

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

What Must I Disclose?
 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).
 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.

There are some additional supplementary instructions with an example following the form should you need further clarification.

M – Page 526 of 1899

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

M – Page 527 of 1899

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

EXAMPLE

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

M – Page 528 of 1899

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

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

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

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

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

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

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

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

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

M – Page 529 of 1899

ATTACHMENT “F”

REFERENCES
Reference 1
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Reference 2
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Reference 3
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

M – Page 530 of 1899

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

M – Page 531 of 1899

ATTACHMENT “H”

FEE SCHEDULE

OVERHEAD AND FEE RATE
Audited Overhead Rate * must be supportable under an audit

PERCENTAGE
Fee Percentage * fee percentage applied to the cost of work

CLASSIFICATION/TITLE UNBURDENDED

HOURLY RATE

FULLY BURDENED

HOURLY RATE
(Rate + OH + Fee)

M – Page 532 of 1899

Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal{s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

1. Generally Accepted Accounting Principles {GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112 -Letting of Contracts

4. 48 Code of Federal Regulations Part 31 -Contract Cost Principles and Procedures

5. 23 Code of Federal Regulations Part 172 -Procurement, Management, and Administration of Engineering and Design Related Service

6. 48 Code of Federal Regulations Part 9904 -Cost Accounting Standards Board {when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.

Prime Consultant or Subconsultant Certifying:

Name: Title*:

Signature: Date of Certification {mm/dd/yyyy):

Phone Number:

Email:

Address: _
*An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

M – Page 533 of 1899
30 SECTION 8 – SAMPLE AGREEMENT
SAMPLE BOILERPLATE AGREEMENT – EXHIBITS INTENTIONALLY INCOMPLETE Note: This Agreement must be reviewed by Responders for acceptance during the RFP process, and any changes or questions must be addressed during the questionand-answer period outlined in the RFP. The City will not accept any changes to the agreement after the question period is closed. Proposals submitted with exceptions to scope and agreement terms will not be moved forward in the evaluation process.

M – Page 534 of 1899
55575.18100\42907009.1
BB&K (2024) Page 1 of 21
PROFESSIONAL SERVICES AGREEMENT [***INSERT CONTRACT
NUMBER***]
[***INSERT PROJECT AND/OR CONSULTANT’S NAME***]
This Professional Services Agreement (“Agreement”) is entered into this [***INSERT DAY***] day of [***INSERT MONTH***], 20__ (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and [***INSERT NAME OF CONSULTANT***], a [***INSERT ENTITY TYPE, E.G., CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY***], (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.”

RECITALS
A. City requires the services of a [***INSERT CONSULTANT TYPE***], for [***INSERT SHORT PROJECT DESCRIPTION***] (“Project”).

B. Consultant has submitted to City a proposal to provide [***INSERT SHORT DESCRIPTION OF SERVICES TO BE PROVIDED***], to City under the terms of this Agreement.

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

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

AGREEMENT

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. [***ONLY IF NOT INCLUDING BID DOCUMENTS AS PART OF THE AGREEMENT, INSERT THE FOLLOWING SENTENCE***] In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. [***ONLY IF NOT INCLUDING BID DOCUMENTS AS PART OF AGREEMENT, DELETE LANGUAGE IN SECTION 1.2 AND INSERT PHRASE “INTENTIONALLY OMMITTED***]

M – Page 535 of 1899
55575.18100\42907009.1
BB&K (2024) Page 2 of 21

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

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. [***INSERT FOLLOWING SENTENCES ONLY IF SITE CONDITIONS CAN IMPACT SERVICES PROVIDED; OTHERWISE DELETE***] If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services.

Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of [***INSERT NOT TO EXCEED COMPENSATION AMOUNT IN WRITTEN FORM***] ($XX.XX) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2.[***INSERT THIS SENTENCE ONLY IF PROJECT MEETINGS ARE REQUIRED AS PART OF SERVICES***]The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

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Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of [***INSERT TIME PERIOD, E.G., WEEKS/MONTHS/YEARS***], commencing on the Effective Date, and ending on [***INSERT AGREEMENT END DATE***], unless extended by mutual written agreement of the Parties.

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

Consultant 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. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

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[***INSERT SECTION 3.3 BELOW ONLY IF ISSUING A WRITTEN NOTICE TO PROCEED; OTHERWISE DELETE LANGUAGE IN SECTION 3.3 AND INSERT PHRASE “INTENTIONALLY OMMITTED***]

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant 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 Consultant’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 Consultant 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 Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4. COORDINATION OF WORK

Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.

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

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

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Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations.

4.5 California Labor Code Requirements.

5. INSURANCE

Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:

A. Errors and Omissions Insurance. Consultant shall obtain and maintain in

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

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coverage for owned, non-owned, leased, and hired cars.

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

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

C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies.

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

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and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review.

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

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any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

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

6. INDEMNIFICATION

Consultant’s indemnification obligation shall survive the expiration or earlier termination of this

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Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7. REPORTS AND RECORDS

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

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

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

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Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages.

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

Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

8. ENFORCEMENT OF AGREEMENT

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

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

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constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2.

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

10. MISCELLANEOUS PROVISIONS
[***INSERT SECTION 10.1 WHEN AGREEMENT IS FOR EXTENSIVE USE OF

MATERIALS, SOFTWARE, PROGRAMS OR OTHER WORK PRODUCT PREPARED BY CONSULTANT; OTHERWISE DELETE LANGUAGE IN SECTION 10.1 AND INSERT PHRASE “INTENTIONALLY OMMITTED***]

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

B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit

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

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

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

To Consultant: [***INSERT CONSULTANT’S CONTACT INFORMATION***]

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

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

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

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beneficiary or otherwise, upon any entity or person not a party to this Agreement.

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

10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [***ONLY ADD SECTION 10.11 AND INCLUDE SEPARATE EXHIBIT “D” WITH FAA PROVISIONS BELOW IF THIS AGREEMENT IS FOR THE AIRPORT; OTHERWISE DELETE THE ENTIRE SECTION***]

10.11 Federal Provisions. Since funding for the Services is provided, in whole or in part, by the Federal Aviation Administration, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” attached hereto and incorporated herein by reference (“Federal Provisions”). With respect to any conflict between such Federal Provisions and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON NEXT PAGE]

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT CONSULTANT’S NAME***] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONSULTANT:
[***TWO SIGNATURES ARE ONLY REQUIRED FOR CORPORATIONS; IF CONSULTANT IS NOT A CORPORATION, DELETE SECOND SIGNATURE AND DATE LINE***] By: ______________________________ By: _______________________________ Signature Signature

Date: __ Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

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

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
Prepared for:

Prepared by:

M – Page 552 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  i

TABLE OF CONTENTS
LETTER OF TRANSMITTAL.........................................................................................................................................................................................................................ii SECTION A. FIRM/SUBCONTRACTOR QUALIFICATIONS AND EXPERIENCE...................................................................................................................................................1 SECTION B. STAFF/TEAM QUALIFICATIONS AND EXPERIENCE ....................................................................................................................................................................3 SECTION C. DEMONSTRATED UNDERSTANDING OF THE OVERALL PROJECT AND REQUESTED SCOPE OF WORK .......................................................................................4 SECTION D. FINANCIALS ...........................................................................................................................................................................................................................* *Per the instructions in the City’s request for proposals (RFP) and Addendum No. 1, Kimley-Horn has uploaded our cost proposal as a separate attachment.

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  ii

LETTER OF TRANSMITTAL
September 25, 2025
Anthony Acosta, PE
Senior Civil Engineer
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
RE: Proposal for Engineering Services for 2026 Pavement Management Plan Update | City Project 25-12 Dear Mr. Acosta and Members of the Selection Committee:

The City of Palm Springs’ (City) roadway network welcomes millions of visitors each year, connecting them to the local economy and supporting a full-time resident population of 44,000. Over the years, the City has made significant efforts to improve its pavement management process to create a uniform, efficient, and cost-effective approach to prioritizing roadway segments for upgrades. The City’s latest effort comes with the 2026 Pavement Management Plan (PMP) Update, which will provide updated data for your roadway network and support maintenance and rehabilitation priorities for the next 5 years. Kimley-Horn is motivated to partner with you to develop this update and brings innovative and sustainable approaches to delivering these projects.

Well-Versed in the City’s PMP History. In 2024, our project manager, Tim Miller, PE, and task co-lead, Connor Evanski, PE(TX), worked alongside you to identify challenges with your existing pavement database, provide data streamlining and processing, resolve conflicts between the StreetSaver database and your geographic information systems (GIS) geodatabase, and create an effective prioritization process to deliver an impactful pavement management program. As a result, we already know every mile of pavement in your city. This foundation has equipped us to lead this work efficiently without a learning curve. We are prepared to bring forth new ideas, while preserving processes and procedures that are essential to you.

Local and Trusted Partner. Kimley-Horn’s Palm Desert office, located less than 10 miles away, has been serving you since 2019. Over this time, we have proven to you our capacity for responsiveness and executing specialized tasks, many of which have included work under the On-Call Civil Engineering and On-Call Traffic Engineering contracts. Principal-in-charge Jean Fares, PE, task co-lead Maya Bouchet, AICP and quality control/quality assurance (QC/QA) manager Kameron Qureshi, PE will support the project team, bringing forth a wealth of knowledge; together, they have worked on more than 10 City projects in the last 2 years, giving them a unique understanding of the local context, ongoing construction projects, and citywide efforts. We are committed to effectively serving you from project kick-off through project delivery. One of our primary goals as your consultant is to alleviate your workload, which we will accomplish by bringing solutions for your consideration; communicating project status and needs early and often; and consistently tracking schedule and coordination. We strive to make sure you do not have to follow up with our team on deliverables and project updates, and you can count on us to mobilize for field visits whenever you need us. We believe our past and ongoing work for you demonstrates our ability to be the primary driver of projects and lighten your workload.

How You Benefit:

Since there are no learning
curves or growing pains with
our team, you save valuable
time and precious resources
executing this project.

How You Benefit:

Your experience on this project
will be easy because we have
been serving you effectively and
will continue in that vein.
»73-700 Dinah Shore Drive
Unit 101
Palm Desert, CA 92211
TEL: 925.398.4840

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  iii
Cutting-Edge Technology to Keep You Ahead of the Curve. The Kimley-Horn team brings a suite of innovative technology solutions that will streamline this project and make your experience easy. Informed by our extensive pavement management experience both in California and across the US, we have developed a decision-making matrix that gives clients the option to integrate other assets and factors into the CIP decision-making process. With this matrix, you can leverage pavement condition index (PCI) values alongside factors such as water and sewer utility upgrades, future sidewalk and bikeway projects, specialty roadway designations, and proximity to disadvantaged communities, schools, and parks, which will help you avoid schedule conflicts and associated costs between pavement improvement projects and other infrastructure enhancements. Our team also includes state-of-the-art solutions from our subconsultant partners. International Cybernetics Company, LP (ICC), our data collection partner, uses vehicles that have built-in asset collection capabilities, allowing them to collect information such as Americans with Disabilities Act (ADA) ramp data at the same time as roadway data, thereby reducing the number of mobilizations into the field. Infrasense, Inc. (Infrasense) uses ground penetrating radar (GPR), a solution that helps validate pavement structural section data.

Commitment to Sustainability. Our team brings climate-friendly and cost-effective strategies and solutions that will help you mitigate climate change effects. We recently partnered with the Los Angeles Unified School Distrit (LAUSD) to evaluate Cool Pavement surface treatments to promote sustainability and mitigate the impacts of the Urban Heat Island Effect. Our project team’s pavement assessment and management experience includes hands-on knowledge of recycled pavement strategies, such as partial and full-depth reclamation, that has helped our clients save money on their pavement projects. We also focus on using specialized surface treatments that sequester greenhouse gases (GHG) to help you mitigate heat island effects, which are especially prevalent in Coachella Valley. We are committed to helping you launch into the future that you want for your city.

Kimley-Horn is the best qualified firm to deliver this project to the City. Should you have any questions, please reach out to our project manager, Tim Miller, PE, at 916.571.1015, [email protected], or at the address at the top right of the previous page. Thank you for your consideration of our proposal.

Sincerely,
KIMLEY-HORN AND ASSOCIATES, INC.

Tim Miller, PE Jean Fares, PE
Project Manager Senior Vice President*
Kimley-Horn affirms that all contents of our proposal are valid for period of 120 days starting from September 25, 2025.

Kimley-Horn acknowledges the receipt of Addendum No. 1, issued on September 18, 2025.

How You Benefit:

You capitalize on technology
solutions that will give you an
efficient project schedule and
help you avoid redundancies.
*As senior vice president of
Kimley-Horn, Jean is authorized
to represent the firm during
contract negotiations.

How You Benefit:

Equipped with sustainable
solutions and strategies, your
PMP Update is fully prepared
for and ready to address
climate change impacts and
leverage sustainable pavement
recycling techniques that can
position the City for unique
funding opportunities.

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PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  1
SECTION A. FIRM/SUBCONTRACTOR

QUALIFICATIONS AND EXPERIENCE
A1. Similar Services
Kimley-Horn has more than 58 years of experience providing engineering services for public works projects. We have completed extensive pavement management-related projects for public agencies within the last 10 years.

City of Palm Springs, PMP Support, Palm Springs, CA
The City tasked Kimley-Horn to enhance and reconcile its roadway PMP, which spans nearly 250 miles. Our comprehensive approach involved evaluating the City’s current StreetSaver pavement management database and comparing it to the City’s GIS geodatabase to identify and address discrepancies. We assessed the existing data, reviewed linear segmentation, and identified and adjusted discrepancies. Based on our evaluation, we provided recommendations for improving data consistency and integrating the databases more effectively. Our services included implementing the approved changes, updating the databases, and training City personnel to leverage these enhancements and use StreetSaver effectively.

Outcomes Achieved: This project resulted in an organized, accurate, and current representation of the City’s roadway system that is still in place today.

Innovative Solutions or Techniques Implemented: Kimley-Horn utilized advanced GIS geoprocessing validation tools so that section geometry accurately represented real-world conditions. We used efficient data uploading tools within the StreetSaver program to accelerate the updating process.

Contract Duration: March 2024 – February 2025
Contract Value: $48,600
Riverside County Transportation Commission (RCTC), Express Lanes Pavement Analysis Services, Riverside County, CA
RCTC contracted Kimley-Horn to conduct a comprehensive analysis of their toll lanes, spanning 92 miles of toll road infrastructure along SR 91 and I-15. For this project, our services focus on proactive pavement management by combining high-speed data collection with advanced repair strategies. We used cutting-edge technologies to gather structural, functional, and friction data so there was minimal disruption to toll operations. We then analyzed this data to recommend cost-effective repair strategies that minimize revenue loss and maximize service quality for toll-paying customers.

Our deliverables included detailed pavement management reports and plans, along with field marking for recommended repairs, all tailored to meet RCTC’s specific needs while maintaining efficient lane usage and revenue preservation.

Outcomes Achieved: This project identified areas that required friction improvements and locations needing emergency repairs. By addressing these deficiencies, roadway safety and pavement performance were restored, directly improving driver comfort and confidence during travel.

Innovative Solutions or Techniques Implemented: Our team innovatively evaluated pavement conditions using advanced technologies, including laser crack measurement systems, a traffic speed deflectometer (TSD), and GPR. By capturing comprehensive data at highway speeds, we eliminated the need for traffic control or lane closures, reducing disruption while delivering safer, faster, and more accurate assessments.

Contract Duration: August 2024 – Ongoing
Contract Value: $1,072,613
39%
5%
20%
4%
32%
Palm Springs has 59 miles
of roadway currently eligible
for sustainable, recycled
paving techniques!
StreetSaver Condition Category
Category I - Very Good
Category II - Good (Non-Load)
Category III - Good (Load)
Category IV - Poor
Category V - Very Poor

M – Page 556 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  2
City of Monterey, PMP Update, Monterey, CA
Kimley-Horn developed a PMP update that included: a network-level evaluation of approximately 103 miles of pavement to reflect any new pavement maintenance and repairs completed in the past 5 years; a PCI assessment of the City’s network’s pavement and 3.9 miles of the Monterey Peninsula Regional Trail; a determination of current network, branch, and section PCI values; and a project report. We conducted the PCI assessment in accordance with Metropolitan Transportation Commission (MTC) standards and relied on the experience of MTC-certified pavement inspectors.

Outcomes Achieved: The City received a maintenance and rehabilitation (M&R) schedule that they used to develop their CIP, budget analysis, and final report.

Innovative Solutions or Techniques Implemented: Kimley-Horn applied innovative field data collection methods enhanced with GIS-based online tracking to minimize errors and improve accuracy. Leveraging these insights, our team recommended cost-effective and sustainable M&R strategies that provided the City with smarter, data-driven decision-making tools.

Contract Duration: August 2023 – May 2024
Contract Price: $114,425
City of West Sacramento, 2024 Neighborhood Pavement
Preservation and Arterial Streets Pavement Repair, West Sacramento, CA
Kimley-Horn recently completed this project that preserves and rehabilitates roadways within West Sacramento. We provided engineering services for drafting pavement maintenance limits, dig-out locations, replacement striping and pavement markers, and signage locations. To further enhance the City’s pavement program, Kimley-Horn developed an integrated asset management framework, which used a multi-criteria scoring matrix that combines PCI data with factors such as utility schedules, planned sidewalks and bikeways, roadway classifications, and designations like evacuation and truck routes. Equity and safety are central: a GIS-based analysis incorporated proximity to disadvantaged communities, schools, parks, and places of worship so that maintenance strategies address community needs fairly while improving safety. Custom ArcPy geoprocessing tools automated scoring and ranking, producing a data-driven roadmap for prioritizing reconstruction, rehabilitation, and preservation projects. This integrated approach minimizes scheduling conflicts, lowers costs, and advances transportation equity and safety, offering a replicable model for municipalities seeking more holistic roadway asset management.

Outcomes Achieved: The City received this project that was not only on time and within budget, but also is equity-minded and improves safety. The City noted that this tool saved them several weeks of work during their annual CIP development process.

Innovative Solutions or Techniques Implemented: Kimley-Horn developed an integrated asset management framework to optimize pavement preservation and resurfacing schedules while reducing infrastructure conflicts.

Contract Duration: April 2024 – July 2025
Contract Price: $63,770
A2. Subcontractors
To provide the City with the depth of resources necessary to deliver services for this project, Kimley-Horn has teamed with three experienced and skilled subconsultant firms to supplement our in-house team.

ICC | Distress and Asset Data Collection
ICC has revolutionized the way pavement management and
infrastructure solutions are delivered. They are an industry leader in providing fully integrated, end-to-end data collection, processing, and

M – Page 557 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  3
visualization tools. Their services include automated and semi-automated pavement condition assessments, non-destructive pavement testing and analysis, right-of-way asset inventory development using 360° imagery and mobile LIDAR, sidewalk condition surveys using a sidewalk surface tester, and more. They have completed more than 50 projects in California, analyzing 4,965 miles of pavement condition data using Easy Steets Analysis (ESA) and StreetSaver for more than 20 municipalities.

Infrasense | Ground Penetrating Radar (GPR)
Infrasense, incorporated in 1987, brings more than 160 personyears of pavement data collection and processing experience, with a focus on GPR surveys. Their data collection and analysis services for GPR pavement surveys totals more than 50,000 lane-miles for municipalities and state departments of transportation (DOTs) throughout the US.

Their experience, coupled with proprietary GPR data analysis software, facilitates accurate computation of pavement structure evaluation results that can be customized to fit specific client needs. Their pavement structural analysis techniques and software have been extensively studied and evaluated; where quality assurance confirmations were conducted, Infrasense’s GPR pavement thickness results were typically 5–10% of the core data.

Verdantas, Inc. | Geotechnical Services
Verdantas, Inc. (Verdantas), founded in 2020 and employing more than 2,000 professionals in 22 states, has provided geotechnical pavement evaluation as well as soils and materials testing services for numerous local transportation projects for various cities, public agencies and municipalities. They have completed recent projects for the Escena Community in Palm Springs, Griffin Ranch in La Quinta, and the Cities of Rancho Mirage. They have also performed several studies for multiple schools with Palm Springs. Verdantas’ local services included obtaining encroachment permits to allow for exploration, performing site reconnaissance, coring/drilling existing asphalt sections, providing laboratory testing on representative soil samples, and preparing a report with recommended rehabilitation options based on their team’s findings.

A3. Familiarity With Providing Services
Kimley-Horn is well prepared and well positioned to successfully deliver this project to the City, as we have already demonstrated our familiarity with providing services as related to this project’s scope of work as well as our understanding of all applicable and current edition of federal, state, and local laws, rules, and ordinances.

Pavement Management Services
Kimley-Horn knows pavement. Each year, we assess thousands of miles using advanced technologies and software systems, supported by our experience in pavement materials, failure mechanisms, and rehabilitation strategies. We bring direct familiarity with the City’s StreetSaver database and leverage condition data to secure roadway maintenance funding for City stakeholders.

Our team specializes in pavement management, engineering, roadway maintenance, rehabilitation, and CIP development, transforming pavement data into actionable decision-making. By selecting the right treatment on the right street at the right time, we help agencies maintain resilient infrastructure economically and efficiently. Our approach integrates pavement management software with ESRI ArcGIS mapping and systems such as StreetSaver, Cartegraph, and PAVER. With a team of 150 professionals—many of whom are certified in pavement distress inspection and trained in pavement management software—Kimley-Horn provides unmatched expertise and innovative tools to deliver results.

Familiarity with Federal, State, and Local Laws, Ordinances, and Regulations
Due to our work for the City as well as other public agencies in both Coachella Valley and Riverside County, Kimley-Horn brings an intimate understanding of the area’s challenges as well as the regulations, codes, procedures, and infrastructure requirements that come into effect. We are familiar with the Standard Specifications for Public Works Construction (Greenbook), California Manual on Uniform Traffic Control Devices (MUTCD), and the latest Caltrans Highway Design Manual (HDM) and 2023 Standard Plans and Specifications, and we have experience applying these laws, ordinances, and regulations to City projects as well as task orders issued from our On-Call Civil Engineering Services and On-Call Traffic Engineering Services contracts with the City.

SECTION B. STAFF/TEAM QUALIFICATIONS

AND EXPERIENCE
B1. Key Staff
Kimley-Horn has taken great care in providing the City with experienced key staff who have extensive, relevant scope-related qualifications to successfully deliver this project. We have provided resumes for our key personnel at the end of our proposal.

M – Page 558 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  4
B2. Organizational Chart
Kimley-Horn knows that the keys to a project’s success are individuals who focus on quality, proactive communication, and successful partnerships, and we have assembled a team that is tailor-made for the City and the project. We have organized our team to cover the services that you will need based on the project’s scope of work and to provide experienced and efficient project management. The organizational chart above illustrates our team’s organizational structure.

B3. Partner Organizations
Kimley-Horn does not anticipate the need to partner with any organizations apart from the City to execute this scope of work.

SECTION C. DEMONSTRATED UNDERSTANDING

OF THE OVERALL PROJECT AND REQUESTED

SCOPE OF WORK
C1. Proposed Approach for Implementing the Scope
of Work
Kimley-Horn will deliver the PMP Update according to the following work approach. We have implemented this approach in numerous municipalities locally and statewide, and we are confident that this approach can be tailored to the City’s specific needs.

RECORD KEEPING AND DATA ENTRY
Jalen Rich, EIT
Connor Evanski, PE(TX)*

QC/QA MANAGER
Kameron Qureshi, PE

PROJECT SPECIFICATIONS
Ali Zalghout, PE(AZ, NV)*
Jalen Rich, EIT

PROJECT MANAGER
Tim Miller, PE*

PRINCIPAL-IN-CHARGE
Jean Fares, PE*
5-YEAR CIP AND MITIGATION

STRATEGIES
Connor Evanski, PE(TX)*
Maya Bouchet, AICP*
Ali Zalghout, PE(AZ, NV)*

DISTRESS AND ASSET DATA

COLLECTION
Geoff Dew1
*
Johan Haan1
Andrew Minty1
Donna Daniels1
Gary Naylor1
Subconsultants:

1. ICC

2. Verdantas

3. Infrasense
* = Key Staff
Bold = Task Lead

GROUND PENETRATING RADAR
Evan Guarino, PE3

GEOTECHNICAL SERVICES
Bashir Saiid, PE2

M – Page 559 of 1899

Deliverables:
• Effective Structural Number (SN) and deflection data
Figure 1. IrisPRO Pave vehicle

M – Page 560 of 1899

We will include the results in a database that integrates inspection data, PCI history, and GIS attributes into one platform.

M – Page 561 of 1899

Kimley-Horn will evaluate the City’s current slurry and pavement mix designs.

The draft report will also include the recommended mitigation strategies, unit costs, budget scenario analysis, and the 5-year CIP.

M – Page 562 of 1899

We will prepare appendices with applicable standards from Caltrans, MUTCD, and other related references that serve as industry benchmarks.

As part of this effort, our engineers will also update bid schedule line items to match today’s construction methods, materials, and unit price practices.

M – Page 563 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  9
By combining technical expertise with a proactive, collaborative approach, KimleyHorn will provide the City with a well-coordinated pavement management program that not only delivers reliable technical results but also fits seamlessly into the broader fabric of local infrastructure planning and community needs.

C3. Identifying and Resolving Issues
Kimley-Horn understands that even the most well-planned pavement management projects can encounter unforeseen challenges. Our approach to identifying and resolving issues is built around early detection, transparent communication, and technical innovation.

Proactive Identification of Issues
Our team employs multiple tools to identify potential project problems before they escalate. During field data collection, quality control protocols—such as calibration checks, repeat surveys, and spot validations—help flag anomalies in distress data or pavement thickness measurements. On the data management side, our engineers review StreetSaver, Excel, and GIS entries for consistency and perform automated checks to catch mismatches in section identification, attributes, or PCI calculations.

These steps allow us to identify issues early in the process when they can be resolved most cost-effectively.

Approach to Resolution
When issues or conflicts arise, we take a structured, collaborative approach:
• Immediate Communication: We promptly communicate potential problems to City staff, along with recommended options for resolution. • Root-Cause Analysis: Our engineers evaluate technical causes (e.g., data gaps, unexpected field conditions, or conflicting specifications) using both field observations and analytical tools.
• Solution Development: We develop and present alternatives to the City, including cost, schedule, and constructability impacts, so the City can make informed decisions.

Experience Handling Unforeseen Problems
Kimley-Horn has a proven record of managing unexpected challenges for cities across California. Examples include:
• On a recent pavement management project, GPR helped our team identify unforeseen subsurface variability. We quickly collaborated with client staff to refine treatment strategies, avoiding costly overdesign.
• During an FDR project, unexpected utility conflicts surfaced. Our engineers revised the specifications in real time, incorporating sequencing changes and clarifying Contractor responsibilities to keep the project on schedule.

Innovative and Advanced Techniques
We regularly apply advanced techniques to mitigate risks and resolve problems, including:
• Integrated GPR and structural evaluation to cross-validate structural capacity and identify weak pavement zones.
• GIS-driven conflict mapping to overlay planned treatments with utility and agency projects, preventing redundant work.
• Dynamic decision trees that adjust treatment selection when budget or network priorities change.

C4. Project Controls
Kimley-Horn has an excellent record of completing projects on schedule and within budget. We have a sophisticated Management Information System (MIS)—including software such as the CostPoint Engineering Accounting system and Microsoft Power BI—that allows our project managers to monitor budgets and effort closely. Using the Project Effort Reports generated twice monthly by our MIS, project managers gain a clear understanding of the project scope early in the process to develop a realistic, wellthought-out work plan. Once we develop the work plan with the City, project manager Tim Miller, PE communicates the key milestones and submittal dates—including time for QC/QA reviews—as well as the importance of maintaining the established schedule and budget to the project team. This communication, along with teamwork and organization, results in successful projects and satisfied clients.

Since our founding, Kimley-Horn has aggressively pursued a commitment to quality for every task, deliverable, and service provided by the firm. Recognizing the importance of careful QC, Kimley-Horn developed a QC/QA manual that every project manager and task lead is required to know and use. We strive for our procedures to facilitate the delivery of high-quality services that satisfy our clients’ needs on time. Our QC/QA program will include review of project documents and supporting data by our task leads, who will direct individual tasks. Weekly or bimonthly full team meetings with the task lead will enhance this network review. We have used this program in our past experiences working with the City, and we will continue to implement this check on quality for our future work in the City.

M – Page 564 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  10
C5. City Considerations
Kimley-Horn views the pavement management program as more than a technical exercise; it is a strategic investment tool for the City. Based on our experience with municipalities across Southern California, we recommend the following considerations to maximize the value of this effort:
• Aligning the program with the City’s broader CIP, utility coordination, and longrange transportation planning to reduce costs and minimize disruption • Using clear visuals and summaries to support public communication and council decision-making
• We also recommend positioning the program to adapt to emerging technologies, sustainability initiatives, and funding opportunities, from reflective surface treatments that reduce urban heat island effects to Senate Bill 1 and metropolitan planning organization (MPO) grant programs.

C6. Project Schedule
Project Schedule 2025 2026
Task # Subtask October November December January February March April 1 Project Meetings and Mangement (1) (5)
2 Field Data Collection

2.1 Field Data Processing

2.a* Pavement Depth Data Collection

2.b* Pavement Data Viewer

2.c* Pavement Marking and Striping Condition Data Collection

2.d* Ramp Condition Data Collection

2.e* Utility Access Locations and Monuments Data Collection 3 Records Keeping and Data Entry (2)
4 5-year Capital Improvement Plan (4)
5 Update Pavement Project Specifications (3)
*Optional Task
Deliverables:
(1) Kick-off Meeting with Agenda and Minutes
(2) Updated StreetSaver database, Excel files, and GIS files including data from Optional Tasks
(3) Revised Section 9 specifications and Updated Standard Drawings (4) Draft and Final Reports with Recommended CIP
(5) Final City Council Presentation

M – Page 565 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  iv
Tim Miller, PE
Project Manager
Tim is an experienced project manager and pavement engineer who brings a deep pavement engineering and assessment background to the team. Throughout his career, Tim has focused on pavement condition assessments and forensic evaluations for a diverse group of clients, including public agencies of all sizes, the Federal Highway Administration (FHWA), state DOTs, commercial and general aviation airports, and the Department of Defense.

Having personally conducted hundreds of roadway pavement forensic evaluations and condition assessments, Tim is skilled at interpreting pavement conditions and determining appropriate rehabilitation strategies. His work has resulted in the development of multi-million-dollar capital improvement programs.

RELEVANT EXPERIENCE
City of Palm Springs, PMP Support, Palm Springs, CA – Project Manager RCTC, Express Lanes Pavement Analysis Services, Riverside County, CA – Project Manager City of Laguna Woods, PMP, Laguna Woods, CA – Project Manager City of Artesia, PMP, Agoura Hills, CA – Project Manager City of Malibu, PMP, Malibu, CA – QC/QA Manager
City of Agoura Hills, Pavement Management System (PMS) Update, Agoura Hills, CA – Project Manager City of Monterey, PMP Update, Monterey, CA – Project Manager City of Marina, Reservation Road Pavement Rehabilitation, Marina, CA – Project Manager City of Hollister, Pavement Condition Assessment, Hollister, CA – Project Manager City of Menlo Park, Sand Hill Circle Pavement Rehabilitation, Menlo Park, CA – Project Manager City of Union City, Union City Boulevard Improvements (Pavement Rehabilitation), Union City, CA – Senior Pavement Engineer
City of Oakland, Broadway Pavement Rehabilitation Program, Oakland, CA – Senior Pavement Engineer City of Oakland, Broadway Transit and Pedestrian Safety Improvements (Pavement Rehabilitation), Oakland, CA – Senior Pavement Engineer
City of Fairfield, PMP Implementation, Fairfield, CA – Project Engineer County of Marin, Pavement Assessment Services for Park Properties, Marin County, CA – Project Manager Marin Municipal Water District, Pavement Management Consulting Services, Corte Madera, CA – Project Manager City of West Sacramento, 2024 Neighborhood Pavement Preservation and Arterial Streets Pavement Repair, West Sacramento, CA – Project Manager City of Citrus Heights, Greenlane Lane Complete Streets Improvements (Pavement Rehabilitation), Citrus Heights, CA – Senior Pavement Engineer Professional Credentials
» Master of Science, Civil and
Environmental Engineering,
University of Wisconsin
» Bachelor of Science, Civil and
Environmental Engineering,
University of Wisconsin
» Professional Engineer in
California #82327
» Pavement Rating Certification, MTC
and Orange County Transportation
Authority (OCTA)
Professional Affiliations
» American Society of Civil
Engineers (ASCE), Member
» American Council of Engineering
Companies (ACEC), Member
» American Public Works
Association (APWA), Member
» Transportation Research Board (TRB),
Standing Committee on Pavement
Performance, Evaluation, and Surface
Interaction (AKN17), Member
Total Years of Experience: 19
Years with Kimley-Horn: 7

M – Page 566 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  v
Jean Fares, PE
Project Manager
Jean brings more than 36 years of professional experience in the fields of traffic and transportation engineering. He is the contract manager on Kimley-Horn’s On-Call Traffic Engineering Services contract with the City. He has supported other Coachella Valley municipalities, including the Cities of Rancho Mirage, Palm Desert, Indian Wells, La Quinta, and Indio. He has also worked with several other agencies in the area, including the Coachella Valley Association of Governments (CVAG) and Caltrans District 8.

RELEVANT EXPERIENCE
City of Palm Springs, On-Call Traffic Engineering Services, Palm Springs, CA – Contract Manager City of Palm Springs, Racquet Club Road Lane Reconfiguration Project, Palm Springs, CA – Principal-in-Charge City of Palm Springs, South Palm Canyon Road Reconfiguration Project, Palm Springs, CA – Principal-in-Charge City of Palm Springs, Citywide Pedestrian Crossing Study and Design, Palm Springs, CA – Principal-in-Charge City of Palm Springs, Indian Canyon and Via Escuela Traffic Signal Installation, Palm Springs, CA – Principal-in-Charge City of Palm Springs, Citywide Engineering and Traffic Survey, Palm Springs, CA – Project Manager City of Palm Springs, Highway Safety Improvement Program (HSIP) Cycle 9: Traffic Signal Improvements, Palm Springs, CA – Project Manager City of Palm Springs, Transportation Management Center (TMC) Improvements, Palm Springs, CA – Project Manager City of Palm Springs, TMC Troubleshooting and Timing Plan Review, Palm Springs, CA – Project Manager City of Rancho Mirage, Traffic Signal Interconnect Improvements Project Phase I, Rancho Mirage, CA – Project Manager City of Rancho Mirage, Traffic Signal Interconnect Improvements Project Phase II, Rancho Mirage, CA – Project Manager City of Palm Desert, Fred Waring Drive and Monterey Avenue Roadway Improvements, Palm Desert, CA – QC/QA Manager City of Palm Desert, HSIP Cycle 10 Project: High Visibility Crosswalk Improvements, Palm Desert, CA – Project Manager City of Palm Desert, Coachella Valley (CV) Link Enhancements, Palm Desert, CA – Project Manager City of Palm Desert, Haystack Road and SR 74 Intersection Modification, Palm Desert, CA – Project Manager City of Palm Desert, Portola Avenue Neighborhood Mobility Strategies Study, Palm Desert, CA – Principal-in-Charge City of Palm Desert, El Paseo Decorative Crosswalks Planning and Design Project, Palm Desert, CA – Project Manager City of Palm Desert, Traffic Operations and Capacity Improvements, Palm Desert, CA – Project Manager City of Indian Wells, On-Call Engineering Services, Indian Wells, CA – Principal-in-Charge City of La Quinta, Systemic Safety Analysis Report Program, La Quinta, CA – Principal-in-Charge City of Indio, Local Road Safety Plan, Indio, CA – Principal-in-Charge Professional Credentials
» Bachelor of Science, Architecture,
California State Polytechnic
University, Pomona
» Traffic Engineer in California #2097
Professional Affiliations
» Institute of Transportation
Engineers (ITE), Member
Total Years of Experience: 36
Years with Kimley-Horn: 31

M – Page 567 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  vi
Connor Evanski, PE(TX)
5-Year CIP and Mitigation Strategies Co-Lead;
Record Keeping and Data Entry
Connor has experience
working on pavement management
projects, including both roadway and airfield
pavement networks. His experience includes
leading field pavement inspections according
to MTC and ASTM standards, developing
pavement network definitions, distress
analysis, CIP programming, and creating
exhibits in ArcGIS to present inspection
results. Connor is proficient in StreetSaver,
ArcGIS Pro, AutoCAD, and PAVER 7.0.

RELEVANT EXPERIENCE
City of Palm Springs, PMP Support, Palm
Springs, CA – Analyst
RCTC, Express Lanes Pavement Analysis
Services, Riverside County, CA – Analyst
City of Laguna Woods, PMP, Laguna Woods, CA – Analyst City of Agoura Hills, PMS Update, Agoura Hills, CA – Analyst City of Monterey, PMP Update, Monterey, CA – Analyst
City of Hollister, Pavement Condition Assessment, Hollister, CA – Analyst City of West Sacramento, 2024 Neighborhood Pavement Preservation and Arterial Streets Pavement Repair, West Sacramento, CA – Analyst
City of Folsom, Blue Ravine Road Pavement Condition Investigation and Rehabilitation Analysis, Folsom, CA – Analyst
Consumnes Community Services District, Pavement Evaluation, Elk Grove, CA – Analyst
Marin Municipal Water District, Pavement Management Consulting Services, Corte Madera, CA – Analyst
Mendocino College, Pavement Evaluation, Ukiah, CA – Analyst Maya Bouchet, AICP
5-Year CIP and Mitigation Strategies Co-Lead
Maya is a transportation
planner with experience in
municipal transportation projects. She has
supported the City as a key personnel on
Kimley-Horn’s On-Call Civil Engineering
Services and On-Call Traffic Engineering
Services contracts, working on projects
that range from sidewalk improvements,
bike lane design, signing and striping plans,
traffic signal improvements, traffic study
preparation, and community engagement,
and thus giving her an intimate familiarity
with the City’s CIP and priorities.

RELEVANT EXPERIENCE
City of Palm Springs, PMP Support, Palm Springs, CA – Project Planner City of Palm Springs, On-Call Civil Engineering Services, Palm Springs, CA – Project Planner
City of Palm Springs, On-Call Traffic Engineering Services, Palm Springs, CA – Project Planner
City of Palm Springs, Racquet Club Road Lane Reconfiguration Project, Palm Springs, CA – Project Manager
City of Palm Springs, South Palm Canyon Road Reconfiguration Project, Palm Springs, CA – Project Manager
City of Palm Springs, Traffic Signal and Communication Inventory and GIS Update, Palm Springs, CA – Project Manager
City of Palm Springs, Citywide Sign Inventory Project, Palm Springs, CA – Project Planner
City of Palm Springs, Indian Canyon and Via Escuela Traffic Signal Installation, Palm Springs, CA – Project Manager
City of Palm Springs, Palm Canyon Drive and Camino Real Intersection Improvements, Palm Springs, CA – Project Manager
Professional Credentials
» Bachelor of Science, Civil
Engineering, California
Polytechnic State University,
San Luis Obispo
» Professional Engineer
in Texas #157782
» Engineer-in-Training in
California #169310
» Pavement Rating
Certification, MTC and OCTA
Total Years of Experience: 5
Years with Kimley-Horn: 5
Professional Credentials
» Bachelor of Science,
Policy, Planning, and
Development, University of
Southern California
» American Institute of Certified
Planners #34252
Total Years of Experience: 7
Years with Kimley-Horn: 7

M – Page 568 of 1899

PROPOSAL FOR
Engineering Services
for 2026 Pavement Management Plan Update
City Project 25-12
City of Palm Springs AMCASACR010615.2025  vii
Ali Zalghout, PE(AZ, NV)
Project Specifications Lead; 5-Year CIP and
Mitigation Strategies
Ali is a pavement engineer
whose experience encompasses pavement
design, management, evaluation, and
construction, with a focus on sustainable
practices like asphalt recycling and fiberreinforced mixtures. He has successfully managed diverse projects for airports, local
municipalities, and private sector stakeholders
ensuring precision and cost-effectiveness.

Ali has contributed significantly to the field
with more than 10 publications and is
actively involved in advancing pavement
engineering through his role at the TRB’s
Standing Committee on Pavement Asset
Management (AKN 19).

RELEVANT EXPERIENCE
City of Palm Springs, PMP Support, Palm
Springs, CA – Analyst
RCTC, Express Lanes Pavement Analysis
Services, Riverside County, CA – Analyst
County of San Benito, Union Road
Pavement FDR Project, San Benito, CA – Analyst
City of Menlo Park, Sand Hill Circle Pavement Rehabilitation, Menlo Park, CA – Analyst
City of Menlo Park, CIR Project, Menlo Park, CA – Analyst Marin Municipal Water District, Pavement Management Consulting Services, Corte Madera, CA – Analyst
City of Ketchum, PMP, Ketchum, ID – Analyst
City of Highland Park, PMS Update, Highland Park, TX – Analyst Professional Credentials
» Master of Science, Civil and
Environmental Engineering,
Arizona State University
» Bachelor of Engineering,
Civil and Environmental
Engineering, American
University of Beirut, Lebanon
» Professional Engineer
in Arizona #84542
and Nevada #034627
» Engineer-in-Training in
California #184632
» Pavement Rating
Certification, MTC and OCTA
» PAVER Levels I and II
Training Certification
Total Years of Experience: 7
Years with Kimley-Horn: 2
Geoff Dew
Distress and Asset Data
Collection Lead
Geoff is an accomplished
data analysis manager experienced in
pavement and asset data collection and
processing. He manages ICC’s data
processing team and associated tasks,
from verifying incoming data streams
to overseeing each step of the data
processing efforts. His experience includes
500,000 miles of data processing for 12
DOTs, delivering more than 3.5 million
unique assets across 70 different asset types. Geoff actively develops project-specific manuals, trains staff, manages project quality control measures, and thoroughly prepares data for post-processing. In addition, he has meticulously designed and implemented standard operating procedures (SOPs) and data quality management programs (DQMPs) on both the department and project levels.

RELEVANT EXPERIENCE
Arizona DOT, Network Data Collection and Processing, Statewide, AZ – Project Manager
Wyoming DOT, Network Pavement Data Collection and Processing, Statewide, WY – Project Manager
City of Fort Worth, Texas Pavement Condition Survey, Fort Worth, TX – GIS and Data Processing Manager
City of Dallas, Texas Pavement Condition Survey, Dallas, TX – GIS and Data Processing Manager
City of Tampa, Florida Pavement Management, Tampa, FL – GIS and Data Processing Manager
Delaware DOT, Pavement Condition Data Collection, Statewide, DE – GIS and Data Processing Manager
Professional Credentials
» Bachelor of Science,
Business Administration—
Human Resources
Management, Durham College
Total Years of Experience: 18
Years with ICC: 5

M – Page 569 of 1899
Tim Miller, PE
[email protected]
916.571.1015
73-700 Dinah Shore Drive, Unit 101
Palm Desert, CA 92211
www.kimley-horn.com
Contact

M – Page 570 of 1899
ATTACHMENT “A”

SIGNATURE AUTHORIZATION
NAME OF COMPANY(RESPONDER):

BUSINESS ADDRESS:

TELEPHONE: CELL PHONE FAX

PRINTED NAME AND TITLE

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

1. If successful, the contract language should refer to me/my company as:

An individual;
A partnership, Partners’ names:

A company;
A corporation If a corporation, organized in the state of:

2. My tax identification number is:

Please check below IF your firm qualifies as a Local Business as defined in the RFQ:

A Local Business (licensed within the jurisdiction of the Coachella Valley).

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

ADDENDA ACKNOWLEDGMENT:

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

Addendum(s) # is/are hereby acknowledged.

Jean B. Fares, PE, Senior Vice President
September 25, 2025
56-0885615
North Carolina
Tim Miller, PE
760.565.5103 617.990.6085
73-700 Dinah Shore Drive Unit 101, Palm Desert CA 92211 Kimley-Horn and Associates, Inc.
1 N/A
[email protected]

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M – Page 573 of 1899

Kimley-Horn and Associates, Inc. has a local office in the Coachella Valley and a valid business license for both Palm Springs and Palm Desert. Both licenses are attached to Attachment A. Our office address is in Palm Desert at:
73-700 Dinah Shore Drive
Unit 101
Palm Desert, CA 92211

M – Page 574 of 1899
ATTACHMENT “C”

Signature:

Title:

Date:

Jean Fares, Senior Vice President Kimley-Horn and Associates, Inc.

September 25, 2025
Jean B. Fares, PE, Senior Vice President
Kimley-Horn and Associates, Inc.

M – Page 575 of 1899
ATTACHMENT “D”

NAME OF RESPONDER:

NAME and TITLE of Authorized Representative:
(Print)
Signature and Date of Authorized Representative:
(Sign) (Date)
Kimley-Horn and Associates, Inc.

September 25, 2025
Jean B. Fares, PE, Senior Vice President

M – Page 576 of 1899

ATTACHMENT “E”

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

There are some additional supplementary instructions with an example following the form should you need further clarification.

M – Page 577 of 1899

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

See attached officers/directors list

M – Page 578 of 1899

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

EXAMPLE

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 Jean B. Fares, Senior Vice President September 25, 2025

NONE / NOT APPLICABLE
see attached for ownership

M – Page 579 of 1899

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

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

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

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

M – Page 580 of 1899
Please see the following list of KH Principal Officers and Directors, which has been updated as of April 26, 2025.

PRINCIPAL OFFICERS:

Names/Titles Business Address
Brent H. Mutti, President, Chief Executive Officer 1001 West Southern Avenue, Suite 131 Mesa, AZ 85210
Steven E. Lefton, Executive Chair 11400 Commerce Park Drive, Suite 400 Reston, VA 20191
Tammy L. Flanagan, CFO, Executive Vice President 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Aaron W. Nathan, COO, Executive Vice President 801 Cherry Street, Unit 1, Suite 301 Fort Worth, TX 76102
David L. McEntee, Senior Vice President, Treasurer 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Ashley R. Keil, Secretary 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
DIRECTORS:

Names/Titles Business Address
Ashley M. Frysinger, Senior Vice President 11700 Katy Freeway, Suite 800 Houston, TX 77079
Aaron W. Nathan, Executive Vice President,
Chief Operating Officer
801 Cherry Street, Suite 1300, Unit 11
Fort Worth, TX 76102
Brent H. Mutti, President, Chief Executive Officer 1001 West Southern Avenue, Suite 131 Mesa, AZ 85210
Brian A. Good, Senior Vice President 445 24th Street, Vero Beach, FL 32960 Emily H. Meador, Senior Vice President 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Jennifer L. Harry, Senior Vice President 401 B Street, Suite 600, San Diego, CA 92101 Joseph D. Kaltsas, Executive Vice President 401 B. Street, Suite 600, San Diego, CA 92101 Kevin M. Schanen, Senior Vice President 1920 Wekiva Way, Suite 200 West Palm Beach, FL 33411
Lori A. Hall, Executive Vice President 11400 Commerce Park Drive, Suite 400 Reston, VA 20191
Steven E. Lefton, Executive Chair 11400 Commerce Park Drive, Suite 400 Reston, VA 20191
Stephen W. Blakley, Jr., Senior Vice President 200 South Tryon Street, Suite 200 Charlotte, NC 28202
Scott W. Colvin, Executive Vice President 4582 South Ulster Street, Suite 1500 Denver, CO 80237
Tammy L. Flanagan, Executive Vice President 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Kimley-Horn and Associates, Inc. is wholly owned by Associates Group Services, Inc., which is wholly owned by APHC, Inc., which is owned by over 800 Kimley-Horn employees, none of which own 2% or more of the outstanding shares.

M – Page 581 of 1899
ATTACHMENT “F”

REFERENCES
Reference 1
Organization name:

City of Palm Springs
Contact and title:

Francisco Jaime, Acting City Engineer/Principal
Engineer
Address:
3200 E. Tahquitz Canyon Way, Palm Springs, CA
92262
Phone number:
760.323.8299
Email Address:
[email protected]
Effective date of contract:

March 2024 – February 2025
Value of Contract:
$48,600
Description of products/services provided:

For PMP Support, Kimley-Horn evaluated the City’s StreetSaver pavement management database and compared to the City’s GIS geodatabase to identify and address discrepancies.

Reference 2
Organization name:

City of Folsom
Contact and title:

Ryan Chance, Engineering Manager
Address:
50 Natoma Street, Folsom, CA 95630
Phone number:
916.461.6713
Email Address:
[email protected]
Effective date of contract:

March 2022 – May 2024
Value of Contract:
$130,394
Description of products/services provided:

For the Blue Ravine Road Pavement Condition Investigation and Rehabilitation Analysis, Kimley-Horn provided pavement analysis and PS&E development for a major throughfare in Folsom.

Reference 3
Organization name:

City of West Sacramento
Contact and title:

Christian Asuncion, Associate Engineer
Address:
1110 W. Capitol Avenue, West Sacramento, CA
95691
Phone number:
916.617.4667
Email Address:
[email protected]
Effective date of contract:

April 2024 – July 2025
Value of Contract:
$63,770
Description of products/services provided:

For the 2024 Neighborhood Pavement Preservation and Arterial Streets Pavement Repair, Kimley-Horn developed an integrated asset management framework.

M – Page 582 of 1899
ATTACHMENT “G”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Signature:

Printed Name:

Title:

Firm Name:

Date:

Jean B. Fares, PE
Senior Vice President
Kimley-Horn and Associates, Inc.

September 25, 2025

M – Page 583 of 1899
Appendix 2
(See Planetbids Documents to download file)

M – Page 584 of 1899
55575.18100\42907009.1
BB&K (2024) Page 19 of 20
EXHIBIT “C”

SCHEDULE OF COMPENSATION

M – Page 585 of 1899
197.39% Overhead%
Tim
Miller
Kameron
Qureshi
196.29% Overhead% w/o FCCM
Category/Title Project
Manager
QC/QA
Manager
10% Fee% Direct Rate $84.34 $69.86 $70.09 $55.17 $46.08 $37.05 Billing Rate $275.81 $228.46 $229.21 $180.42 $150.69 $121.16 Task 1 17 6 14 37 $ 8,589.81 $ - $ 1,000.00 $ 1,101.08 $ - $ - $ 10,690.89

1.1 1 2 3 $ 636.64 $ 1,000.00 $ 1,636.64

1.2 8 12 20 $ 4,371.46 $ 1,101.08 $ 5,472.54

1.3 8 6 14 $ 3,581.71 $ 3,581.71
Task 2 4 5 14 23 $ 4,775.10 $ - $ - $ 45,290.00 $ - $ - $ 50,065.10

2.1 10 10 $ 1,804.16 $ 1,804.16

2.2 2 4 6 $ 1,273.28 $ 1,273.28

2.3 2 5 7 $ 1,697.65 $ 1,697.65

2.4 $ - $ 45,290.00 $ 45,290.00
Task 3 13 18 31 $ 6,227.19 $ - $ - $ - $ - $ - $ 6,227.19

3.1 8 10 18 $ 3,637.82 $ 3,637.82

3.2 5 8 13 $ 2,589.37 $ 2,589.37
Task 4 1 2 8 16 27 $ 5,453.04 $ - $ - $ - $ - $ - $ 5,453.04

4.1 6 4 10 $ 2,096.91 $ 2,096.91

4.2 1 2 2 12 17 $ 3,356.13 $ 3,356.13
Task 5 9 6 26 52 16 4 113 $ 22,089.74 $ - $ - $ - $ - $ - $ 22,089.74

5.1 12 12 $ 2,165.00 $ 2,165.00

5.2 5 2 20 20 47 $ 10,028.43 $ 10,028.43

5.3 4 4 6 20 16 4 54 $ 9,896.31 $ 9,896.31
Task 6 2 1 20 23 $ 5,364.22 $ - $ - $ - $ - $ - $ 5,364.22

6.1 1 4 5 $ 1,192.64 $ 1,192.64

6.2 1 1 16 18 $ 4,171.59 $ 4,171.59
33 9 78 114 16 4 254
$9,101.66 $2,056.10 $17,878.19 $20,567.47 $2,411.05 $484.64 $ 52,499.11 $ - $ 1,000.00 $ 46,391.09 $ - $ - $ 99,890.19 $ 52,499.11 $ - $ 1,000.00 $ 46,391.09 $ - $ - $ 99,890.19 Task 2 24 35 70 40 169 $ 33,298.42 $ - $ - $ 138,213.27 $ 23,133.09 $ 15,441.95 $ 210,086.72 O.1 2 16 20 6 44 $ 8,731.41 $ 54,550.25 $ 23,133.09 $ 15,441.95 $ 101,856.70 O.2 1 4 5 $ 997.47 $ 2,348.00 $ 3,345.47
O.3 1 1 4 6 12 $ 2,130.82 $ 12,323.63 $ 14,454.45
O.4 1 1 4 6 12 $ 2,130.82 $ 7,858.02 $ 9,988.84
O.5 1 1 4 6 12 $ 2,130.82 $ 21,877.85 $ 24,008.67
O.6 18 16 34 16 84 $ 17,177.07 $ 39,255.53 $ 56,432.59
24 35 70 40 169
$6,619.39 $8,022.27 $12,629.15 $6,027.61 $ 33,298.42 $ - $ - $ 138,213.27 $ 23,133.09 $ 15,441.95 $ 210,086.72 TOTAL COST with Optional Tasks included: $ 85,797.52 $ - $ 1,000.00 $ 184,604.35 $ 23,133.09 $ 15,441.95 $ 309,976.92

CITY OF PALM SPRINGS
2026 Pavement Management Plan Update
Kimley-Horn
Other Direct
Costs
Kimley-Horn
Labor
Escalation
Kimley-Horn
Labor Cost
Kimley-Horn
Total Hours
Kimley-Horn and Associates, Inc.

Verdantas
Total Cost
Infrasense
Total Cost
ICC
Total Cost
Subconsultants
Total
Project
Costs
Professional Project
Support Analyst II Analyst I
Project Meetings & Management
Kickoff Meeting
Interim Online Meetings
Invoicing/Monthly Updates
Field Data Collection
GIS Data Preparation
Coordination with ICC
Data QC
Collection & Processing/QA/QC
Records Keeping and Data Entry
StreetSaver Database Update and Data Upload
GIS Shapefile Update
Define Mitigation Strategies
Decision Tree Update
Unit Cost Updates
Develop a 5-year Capital Improvement Plan
Budget Scenarios in StreetSaver
CIP Programming
Final Report
Update Pavement Project Specifications
Review Existing Specifications
Update Specifications

TOTAL HOURS
Subtotal Labor:

Optional Tasks Subtotal Labor:

OPTIONAL TASKS TOTAL HOURS
Ramp Condition
As-Needed Additional Services
Optional Tasks
Field Data Collection
Pavement Depth Data Collection
Pavement Data Viewer
Pavement Marking and Striping Condition
TOTAL COST:

Utility Access Locations
Rate Schedule Used

M – Page 586 of 1899
197.77% Overhead % Category/Title
10% Fee% Direct Rate $30.00 $25.75 $33.82 $69.75 $36.42 $43.27 $52.00 Billing Rate $98.26 $84.34 $110.78 $228.46 $119.29 $141.73 $170.32 Task 1 1 1 1 1 2 2 8 $ 1,101.08 $ - $ 1,101.08

1.1 1 1 1 1 2 2 8 $ 1,101.08 $ 1,101.08
Task 2 100 60 20 1 181 $ 17,331.00 $ 27,959.00 $ 45,290.00

2.1 100 60 20 1 181 $ 17,331.00 $ 17,331.00

2.2 $ - $ 25,110.00 $ 25,110.00

2.3 $ - $ 1,800.00 $ 1,800.00

2.4 $ - $ 549.00 $ 549.00

2.5 $ - $ 500.00 $ 500.00
Task 3 $ - $ - $ -
Task 4 $ - $ - $ -
Task 5 $ - $ - $ -
Task 6 $ - $ - $ -
101 61 21 2 2 2 189
$9,924.67 $5,144.94 $2,326.30 $456.93 $238.59 $340.65 $ 18,432.09 $ 27,959.00 $ 46,391.09 $ 18,432.09 $ 27,959.00 $ 46,391.09
Task 2 152 255 90 6 1 1 2 507 $ 48,386.03 $ 36,300.00 $ 84,686.03 O.1 152 30 15 6 1 1 2 207 $ 20,598.25 $ 33,952.00 $ 54,550.25 O.2 $ - $ 2,348.00 $ 2,348.00
O.3 70 20 90 $ 12,323.63 $ 12,323.63
O.4 40 15 55 $ 7,858.02 $ 7,858.02
O.5 115 40 155 $ 21,877.85 $ 21,877.85
152 255 90 6 1 1 2 507
$14,936.14 $21,507.55 $9,969.88 $1,370.78 $119.29 $141.73 $340.65 $ 62,657.74 $ 36,300.00 $ 98,957.74 TOTAL COST with Optional Tasks included: $ 81,089.83 $ 64,259.00 $ 145,348.83

OPTIONAL TASKS TOTAL HOURS
Optional Tasks Subtotal Labor:

Field Data Collection
Pavement Depth Data Collection - Direct costs
include equipment day rate, meals, lodging, fuel
Pavement Data Viewer - per year
Pavement Marking and Striping Condition
Ramp Condition
Utility Access Locations
Optional Tasks

TOTAL HOURS
Subtotal Labor:

TOTAL COST:

Travel (Lodging) for Field Operator
Develop a 5-year Capital Improvement Plan
Update Pavement Project Specifications
Meals/Per Diem for Field Operator
Fuel/Other misc. direct charges - field
Records Keeping and Data Entry
Define Mitigation Strategies
Direct Labor - Collection & Processing/QA/QC
Total
Hours
Field Data Collection
IrisPRO Pave LCMS Data Collection Vehicle
Day Rate (10 days committed, including
mobilization assumption)
Project Meetings & Management
Project Meetings & Management

CITY OF PALM SPRINGS
2026 Pavement Management Plan Update
International Cybernetics Company, LP
Field
Operator
Data
Processing
Technician
QA/QC
Technician
Senior
Engineer
Admin
Support
GIS
Specialist
Project
Manager Other
Direct
Costs
Total
Project
Costs
Labor
Costs

M – Page 587 of 1899
Name
Ken
Maser
Evan
Guarino
177.24% Overhead % Category/Title
Senior
Principal
Principal
Engineer
10% Fee% Direct Rate $97.00 $70.00 $55.63 $50.08 $36.83 $34.88 $26.00 $33.17 $45.00 Billing Rate $295.82 $213.47 $169.65 $152.73 $112.32 $106.37 $79.29 $101.16 $137.23 Task 1 $ - $ - $ -
Task 2 $ - $ - $ -
Task 3 $ - $ - $ -
Task 4 $ - $ - $ -
Task 5 $ - $ - $ -
Task 6 $ - $ - $ -
$ - $ - $ -
$ - $ - $ -
Task 2 1 8 24 84 40 2 159 $ 19,633.09 $ 3,500.00 $ 23,133.09 O.1 1 8 24 84 40 2 159 $ 19,633.09 $ 3,500.00 $ 23,133.09 1 8 24 84 40 2 159
$295.82 $1,707.80 $3,665.42 $9,434.73 $4,254.86 $274.47 $ 19,633.09 $ 3,500.00 $ 23,133.09 TOTAL COST with Optional Tasks included: $ 19,633.09 $ 3,500.00 $ 23,133.09 Total
Project
Costs
Project Meetings & Management
Engineering
Tech

CITY OF PALM SPRINGS
2026 Pavement Management Plan Update
Infrasense, Inc.

Senior
Project
Engineer
Project
Engineer
Senior Staff
Engineer
Staff
Engineer
Project
Coordinator
Field Data Collection
Total
Hours
Labor
Costs
Other
Direct
Costs
Junior Staff
Engineer
Define Mitigation Strategies
Records Keeping and Data Entry
Update Pavement Project Specifications
Develop a 5-year Capital Improvement Plan
Pavement Depth Data Collection
Subtotal Labor:

TOTAL COST:

Optional Tasks
Field Data Collection

TOTAL HOURS

OPTIONAL TASKS TOTAL HOURS
Optional Tasks Subtotal Labor:

M – Page 588 of 1899
Name
Bashir
Saiid
Joshua
Ormonde
Brent
Adam
Mary
Murphy
Debbie
Meggers
Vika
Malu
176.03% Overhead % Category/Title Sr. Engineer Staff Engineer Geologist CAD/GIS Admin Accountant 10% Fee% Direct Rate $75.00 $36.50 $57.85 $55.29 $33.55 $39.60 Billing Rate $227.72 $110.83 $175.65 $167.88 $101.87 $120.24 Task 1 $ - $ - $ -
Task 2 $ - $ - $ -
Task 3 $ - $ - $ -
Task 4 $ - $ - $ -
Task 5 $ - $ - $ -
Task 6 $ - $ - $ -
$ - $ - $ -
$ - $ - $ -
Task 2 10 28 4 6 6 2 56 $ 7,941.95 $ 7,500.00 $ 15,441.95 O.1 10 28 4 6 6 2 56 $ 7,941.95 $ 7,500.00 $ 15,441.95
10 28 4 6 6 2 56
$2,277.25 $3,103.13 $702.61 $1,007.27 $611.21 $240.48 $ 7,941.95 $ 7,500.00 $ 15,441.95 TOTAL COST with Optional Tasks included: $ 7,941.95 $ 7,500.00 $ 15,441.95

OPTIONAL TASKS TOTAL HOURS
Optional Tasks Subtotal Labor:

Field Data Collection
Pavement Depth Data Collection
Optional Tasks

TOTAL HOURS
Subtotal Labor:

TOTAL COST:

Develop a 5-year Capital Improvement Plan
Update Pavement Project Specifications
Records Keeping and Data Entry
Define Mitigation Strategies
Other
Direct
Costs
Total
Project
Costs
Project Meetings & Management
Field Data Collection

CITY OF PALM SPRINGS
2026 Pavement Management Plan Update
Verdantas Inc.

Total
Hours
Labor
Costs

M – Page 589 of 1899
EXHIBIT “D”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Signature:

Printed Name:

Title:

Firm Name:

Date:

Jean B. Fares, PE
Senior Vice President
Kimley-Horn and Associates, Inc.

September 25, 2025

M – Page 590 of 1899

CITY COUNCIL STAFF REPORT
DATE: November 12, 2025 CONSENT CALENDAR
SUBJECT: APPROVAL OF NON-EXCLUSIVE OPERATING AND LEASE
AGREEMENT NO. 25L418 FOR SIXT RENT A CAR, LLC AT PALM

SPRINGS INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

This action will approve the Non-Exclusive Operating and Lease Agreement No. 25L418 (Agreement) for SIXT Rent a Car, LLC (SIXT) to operate a car rental concession at the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve Non-Exclusive Operating and Lease Agreement No. 25L418 for SIXT Rent a Car, LLC to operate a car rental concession at the Palm Springs International Airport from November 1, 2025, through June 30, 2026, with two (2) one-year extension options.

2. Authorize the City Manager or designee to execute all necessary BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), SIXT Rent a Car, LLC (SIXT) is a Delaware Limited Liability Company and has a business license application pending to do business in the City of Palm Springs.

BACKGROUND:

The current Car Rental Concession Agreements were approved after a Public Bid in 2011. On June 15, 2011, the City Council approved the Consent Calendar containing Item 2M, awarding airport rental car concession agreements to: Avis Budget Car Rental, LLC; The Hertz Corporation; Enterprise Rent-A-Car Company of Los Angeles, LLC dba Alamo Rent A Car & National Car Rental; Enterprise Rent A Car Company of Los Angeles, LLC dba Enterprise Rent-A-Car; DTG Operations, Inc dba Dollar Rent A Car and Thrifty Car Rental for a term of three years ending on June 30, 2014.

N – Page 591 of 1899
City Council Staff Report
November 12, 2025 -- Page 2
Non-Exclusive Operating and Lease Agreement for SIXT Rent a Car, LLC At the request of City staff, the City Council has approved subsequent term extensions that extend the current agreements through June 30, 2026. The most recent amendment provides for two (2) one-year optional extensions that, if exercised, would extend the current agreement though to June 30, 2028.

The car rental concession program at the Airport has historically been one of the largest sources of Airport revenue. As Palm Springs is an inbound leisure market, visitors and business travelers are the primary customers for car rental companies. Since the end of the COVID-19 pandemic, enplaned passengers, car rental transactions, and gross receipts have continued to increase, setting new records in 2023 as listed in Table 1.

Table 1

CAR RENTAL
CONCESSIONS CY2021 CY2022 CY2023 CY2024 CY2025*
Enplaned Passengers 1,047,643 1,500,618 1,624,012 1,614,684 1,226,74 5 Gross Revenues $70,657,3
99 $104,149,
629
$104,669,
120
$101,955,
461
$77,327,
354
Transactions 174,960 227,405 258,670 262,484 261,054
Gross Revenues per
Transaction $403.85 $457.99 $404.64 $388.43 $296.21
CFCs $1,749,60
0 $
6,299,58
1 $
8,629,740
$
8,963,550
$6,764,9
58 CFCs per Transaction $10.00 $27.70 $33.36 $34.15 $25.91 * - through September 2025
On July 30, 2025, corporate representatives of the three car rental brand groups, Avis Budget, Enterprise Alamo National, and Hertz Dollar Thrifty were presented with the initial designs of the auxiliary car rental lot and the hybrid CONRAC. As part of the design, the Airport included a fourth car rental brand that represents a new entrant car rental company.

STAFF ANALYSIS:

The Palm Springs International Airport has a responsibility to make the best use of all its facilities and land to generate revenue that supports airport operations and long-term sustainability. This responsibility is guided by Federal Aviation Administration Advisory Circular 150/5190-4B, which outlines how airports should ensure safe operations, compatible development, and the effective use of airport property.

Healthy competition among airport tenants, whether airlines, concessions, or rental car operators directly benefits the City of Palm Springs and the entire Coachella Valley.

We’ve seen this firsthand when ultra–low-cost carriers like Frontier (Denver) and Flair

N – Page 592 of 1899
City Council Staff Report
November 12, 2025 -- Page 3
Non-Exclusive Operating and Lease Agreement for SIXT Rent a Car, LLC (Toronto) entered the market, driving down fares and giving travelers more options alongside major airlines such as American, Air Canada, Delta, United, and other low-cost carriers like Southwest and WestJet.

Similarly, when ride-share companies like Uber and Lyft began operating in Palm Springs, it broadened transportation choices for residents and visitors alike, improving convenience, affordability, and customer service standards across the region. The same principle applies to car rental services at the airport—more competition means better pricing, improved service, and greater flexibility for travelers who come to experience our destination.

At PSP, travelers have access to a growing range of ground transportation options, including traditional rental cars, ride-shares, taxis, and more recently, peer-to-peer car rentals through platforms like Turo. These services use the airport’s commercial lane and public parking areas for vehicle pick-up and drop-off, adding another layer of flexibility for visitors arriving in the Coachella Valley.

Currently, PSP is served by three major car rental groups—Avis Budget, Enterprise Alamo National, and Hertz Dollar Thrifty. While these long-standing partners provide valuable service, expanding competition is in the best interest of both the airport and the regional economy. More rental options mean greater vehicle variety, more competitive pricing, and improved availability. Healthy competition also drives existing operators to continually improve their service quality, creating better overall experience for travelers.

In December 2024, SIXT Rent a Car, LLC expressed interest in joining the PSP car rental program and bringing their distinctive, customer-focused brand to the airport. SIXT’s leadership has indicated a strong willingness to collaborate with airport staff to identify suitable space and operations that complement rather than disrupt existing rental car partners.

The Airport facilities are constrained and do limit opportunities for growth. This constraint extends to the existing car rental counters, return lanes, and ready spaces. Airport staff have evaluated the existing car rental operations and determined that space currently being used for employee parking could be allocated to a new entrant car rental company without taking away any of the existing return and ready spaces for the incumbent car rental companies.

The Airport Baggage Claim has limited customer service counter space for airlines and car rental companies. Airport staff have identified a small area in the north end of the Airport Baggage Claim that could be used for a customer service counter without negatively impacting the incumbent airlines and car rental companies. Though no additional back office or breakroom space exists in the Baggage Claim area, the area identified could provide a new entrant car rental company space for a customer service counter.

N – Page 593 of 1899
City Council Staff Report
November 12, 2025 -- Page 4
Non-Exclusive Operating and Lease Agreement for SIXT Rent a Car, LLC The Airport manages twelve office, warehouse, and light industrial buildings at 2901 E.

Alejo Road, referred to as the Accelerator Campus (formerly known as the Coachella Valley Economic Partnership iHub). These buildings are currently generating limited revenue for the City and the Airport. Airport staff have identified a building capable of providing a new entrant car rental company space for light automotive maintenance and cleaning.

As a follow-up to the discussion on July 30, 2025, the Airport has reached out to the corporate representatives of the three car rental brand groups at PSP to advise them of the Airport’s intention to increase competition, variety, and availability for rental vehicles.

According to the terms of the Agreement, upon final confirmation by Airport Staff that SIXT’s entry will not disrupt existing car rental operations at PSP, the City Manager or designee will then issue a Notice to Proceed for SIXT to implement their entry plan. Based upon a preliminary entry plan timeline offered by SIXT, a tentative date for a start of operations at PSP could be as early as mid-December.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

The Non-Exclusive Operating and Lease Agreement for SIXT includes a Minimum Annual Guarantee (MAG) of Airport Revenues of $327,910.18 for the 8-month period from November 1, 2025 through June 30, 2026, credited to Airport account 415.38120. In addition to car rental gross revenue, SIXT will be leasing space in the Baggage Claim, the outside employee lot, and Building #5 for $13,965.64 per month, or a total of $111,725.12 for the 8-month period from November 1, 2025 through June 30, 2026, credited to Airport account 415.38120. Staging and overflow vehicle spaces will be invoiced based upon usage at a rate of $2.61 per space per day and credited to Airport account 415.38110.

N – Page 594 of 1899
City Council Staff Report
November 12, 2025 -- Page 5
Non-Exclusive Operating and Lease Agreement for SIXT Rent a Car, LLC REVIEWED BY:

Department Director: Harry Barrett
City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Non-Exclusive Operating and Lease Agreement
B. Public Integrity Disclosure Form

N – Page 595 of 1899

ATTACHMENT A

LEASE AGREEMENT

N – Page 596 of 1899
Non-Exclusive Operating and Lease Agreement No. 25L418
Between City of Palm Springs and
Sixt SE
For the Operation of a Car Rental Concession
AT
Palm Springs International Airport
THIS NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT (Agreement), made and entered into this 1st day of November, 2025 , by and between the CITY OF PALM SPRINGS, a municipal corporation (hereinafter referred to as City), and SIXT Rent a Car, LLC a Delaware limited liability company (hereinafter referred to as Concessionaire), having its usual place of business at the 1501 NW 49th Street, Fort Lauderdale, FL 33309 and a permanent mailing address at 1501 NW 49th Street, Fort Lauderdale, FL 33309.

WITNESSETH:

WHEREAS, the City owns and operates the Palm Springs International Airport (hereinafter referred to as Airport), located in the City of Palm Springs, County of Riverside, State of California, at 3400 E. Tahquitz Canyon Way; and WHEREAS, the City operates the Airport as a governmental function for the primary purpose of providing to the public the service of air transportation; and WHEREAS, rental car services at the Airport are essential for proper accommodation of passengers arriving at and departing from the Airport and for patrons of the Airport; and
WHEREAS, City and Concessionaire mutually desire to enter into this Agreement in order to provide, as a portion of ground transportation to the Airport, car rental services for the community and its visitors; and
WHEREAS, City has the right to permit the use of its property at the Airport and to grant the use of the Airport to Concessionaire for the operation of Concessionaire's car rental service and to fix the terms and conditions for such operations by the Concessionaire; and
WHEREAS, Concessionaire, for many years, has been engaged in the operations of an automobile rental business and is presently engaged in the performance of this type of service and is prepared, equipped and qualified to comply with the terms provided herein;
NOW, THEREFORE, the parties hereto, for and in consideration of the premises, covenants and agreements hereinafter contained to be observed and performed, the respective parties, DO HEREBY AGREE AS FOLLOWS:

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ARTICLE 1

RECITALS
The foregoing recitals are true and correct and are hereby incorporated herein by reference.

ARTICLE 2

DEFINITIONS

2.01 "Airport" means the Palm Springs International Airport, located at 3400 E. Tahquitz Canyon Way, Palm Springs, California, owned and operated by the City of Palm Springs.

2.02 "Agreement Year" means the twelve (12) month period following the Effective Date from July 1 to June 30, , and each twelve (12) month period thereafter during the Term of this Agreement; provided, however, that the first Agreement Year shall be shorter than a twelve (12) month period, beginning on the Effective Date and ending on June 30, 2026.

2.03 "Annual Percentage Payment" means ten percent (10%) of Concessionaire's annual Gross Revenues.

2.04 "Brand" for purposes of the Agreement, means a distinct rental car service brand or trade name that is used for the purpose of customer identification, reservations, and rental car transactions.

2.05 "Collusion" means the unlawful communication between unaffiliated rental car competitor firms.

2.06 "Concession" means the rental car concession operated by Concessionaire pursuant to the terms and conditions of this Agreement.

2.07 "Concession Fees" means the fees payable by Concessionaire to City pursuant to Section 5.01(A) and (B).

2.08 Consolidated Rental Car Service Facility" means the planned new single facility that will be constructed to replace the existing separate rental car service facilities and which will be financed by the CFC funding.

2.09 "Customer Facility Charge" or "CFC" means the fee imposed by the City on each and every customer of the Concessionaire with respect to customer contracts at the Airport.

2.10 "Designated Premises" means the Ready Spaces/Return Lanes, Customer Service Counters, Overflow Parking Spaces and the Maintenance and Service

N – Page 598 of 1899
Facilities as shown on Exhibits A, B, C, and D attached hereto and incorporated herein by reference and described more particularly below:

A. Ready Return Spaces/Lanes adjacent to the north side of the Terminal Building as depicted on Exhibit A.

B. Overflow Parking Spaces: are located in the parking lot as depicted on Exhibit B.

C. Customer Service Counters: counters are located in the baggage claim area of the Terminal Building as depicted on Exhibit C.

D. Maintenance and Service Facilities: facilities are located as depicted on Exhibit D.

2.11 "Executive Director of Aviation" means the person designated by the City holding said position and having the responsibilities and authority described herein or his designees.

2.12 "Airport Concession Disadvantaged Business Enterprise (ACDBE) has the same meaning as set forth in 49 CFR, part 23 (Code of Federal Regulations) as now or hereafter amended or any successor regulation.

2.13 "FAA" means the Federal Aviation Administration.

2.14 "Facility Rental" means the annual rental rate payable by Concessionaire to City for Concessionaire's use and occupancy of the assigned Designated Premises pursuant to Section 5.03.

2.15 "Gross Revenues" means all monies due Concessionaire, whether paid or unpaid, from any and all customers for the use, rental lease or sale of vehicles and any additional services or accessories contracted for, delivered, supplied or rented at or from the Airport regardless of where, how (cash, credit, barter or otherwise) or by whom payment is made; whether the customer is transported from the Airport to an off-Airport place of business; or where the vehicle is picked up or returned.

Unless revenues are expressly and specifically excluded from Gross Revenues, all revenues derived from, arising out of or becoming payable on account of the Concession, whether directly or indirectly, shall be included in Gross Revenues.

Gross Revenues shall include, but shall not be limited to:

A. Time and/or mileage charges, after discounts taken at the time of rental, assessed by Concessionaire to its customers.

B. Premiums on any and all insurance sold, including personal accident insurance, personal effects and cargo insurance, life insurance and any other insurance sold in connection with a vehicle rental.

N – Page 599 of 1899
C. Sums received from customers for Collision Damage Waiver (CDW) protection and Loss Damage Waiver (LDW) protection.

D. Any and all add-on fees and charges including extra driver coverage, underage driver coverage and vehicle upgrade charges.

E. Any and all fees and charges for equipment, supplies and incidental items which are made available and charged for separate from the vehicle including, but not limited to, sporting equipment, cellular telephones, pagers, child restraint seats, video equipment, and any other incidental items and services.

F. All local revenue derived from a vehicle rental or vehicle sales transaction with a customer who has not deplaned at the Airport, yet the rental transaction occurred at the Airport. It also includes revenue derived from a vehicle rental or vehicle sales transaction from any of the fixed base operator (FBOs) located on the airport.

G. All charges attributable to any vehicle originally rented at the Airport, which is exchanged at any other location of Concessionaire.

H. All proceeds from the long-term lease of vehicles from any location on the Airport.

I. Amount charged to Concessionaire's customers at the commencement or the conclusion of the rental transaction for the cost of furnishing and/ or replacing fuel provided by Concessionaire.

J. Amount charged by Concessionaire as a pass through to its Customers of Concession Fees, including, but not limited to, any Recovery Fee as provided in Section 5.14.

K. Charges commonly referred to as "drop charges" or "intercity fees." L. If the retail sale of a vehicle is directly related and preceded by a rental of the vehicle at the Airport, then the NET proceeds from the sale of vehicle shall be included in Gross Revenue that is subject to the Concession Fee.

Gross Revenues shall not include:

M. The CFC added to each customer contract or otherwise charged to or assessed on each customer of the Concessionaire.

N. Amount of any sales taxes or other similar excise taxes, now or hereafter levied or imposed, which are separately stated and collected from customers.

N – Page 600 of 1899
O. Any sums received as insurance proceeds, or payments from Concessionaire's customers or insurers for damage to vehicles or other property of Concessionaire.

P. Sums received as the result of the loss, conversion, or abandonment of Concessionaire's vehicles.

Q. Sums received from the sale of equipment, not vehicles used in the operation of the Concession. the use of which Concessionaire wishes to discontinue.

R. Any retroactive discounts from gross revenues, including corporate volume discounts, are specifically prohibited.

S. Sums received as payment for parking tickets and other traffic violations and fines.

T. Carbon Offsets fees paid by a customer and remitted to a Third Party.

2.16 "Minimum Annual Guarantee" (MAG) means a minimum amount to be paid to City on an annual basis during each Agreement Year as set forth in Section 5.01(A).

2.17 "Monthly Percentage Payment" means ten percent (10%) of Concessionaire's monthly Gross Revenues.

2.18 . 2.19 "Terminal" means the main structures at the Airport where ticket counters, center lobby, baggage claim, and gate concourses are located and are depicted on Exhibit E.

2.20 "TSA" means the Transportation Security Administration.

ARTICLE 3

TERM OF OPERATING AGREEMENT

3.01 Term. The term of this Agreement shall commence on the Effective and terminate on June 30, 2026 (the Term), with two (2) one-year extension options, unless sooner terminated as provided herein.

3.02 Extension Option. By mutual agreement, a one-year extension may be exercised by the parties. If Concessionaire wishes to exercise an extension option, it shall provide written notice to the City no less than
sixty (60) days prior to the expiration of the Agreement term or renewal period. The Concession Fees and Facility Rental payments for any extension shall be calculated as indicated in Section 5.

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3.03 Delivery of Assigned Designed Premises. Should City be unable to deliver possession of the assigned Designated Premises as of the Effective Date, rent shall be abated until possession is delivered. Concessionaire shall have no other remedy for such late delivery, nor shall such delay extend the term of this Agreement. If possession cannot be delivered within sixty (60) days of the Effective Date, Concessionaire shall have the right to terminate this Agreement.

ARTICLE 4

PRIVILEGES AND PREMISES

4.01 Description of Specific Privileges, Uses and Rights. City hereby grants to Concessionaire the following non-exclusive specific privileges, uses and rights, all of which shall be subject to the terms, conditions and covenants set forth herein:

A. To conduct and operate a high-quality rental car concession at the Airport from the Designated Premises.

B. To offer for rent additional services or accessories to complement the basic vehicle rental from the assigned Designated Premises. Such additional services or accessories may include the right to offer for sale related loss and collision damage waiver protection, personal injury and accident insurance, supplemental liability, uninsured motorist, and personal effects insurance; and to provide customer service features such as baby car seats and cellular telephones.

C. To offer for sale used rental vehicles from the Designated Premises.

4.02 Description of General Privileges, Uses and Rights. In addition to the specific privileges granted pursuant to Section 4.01, City hereby grants to Concessionaire:

A. Nonexclusive use of the public areas within the Terminal for Concessionaire, its employees, contractors, patrons, invitees, suppliers of service, agents and authorized sublessees, if any, in connection with its operations hereunder. For purposes of this Agreement, "Public Areas" means the public corridors, restrooms and other areas within the Terminal that the general public has the right to access. Public Areas shall at all times be subject to the exclusive control and management of City. City shall have the full right and authority to make all rules and regulations as City may in its sole discretion deem proper, pertaining to the proper operation and maintenance of the Public Areas; and
B. Nonexclusive right of ingress to and egress from the Terminal over and across public roadways and walkways serving the Airport for Concessionaire, its employees, contractors, patrons, invitees, suppliers of service, agents and authorized sublessees, if any, in connection with its operations hereunder.

N – Page 602 of 1899
Nothing herein contained shall be construed to grant to Concessionaire, its employees, contractors, patrons, invitees, suppliers of service, agents or authorized sublessees, if any, the right to use or occupy any space or area at the Airport improved or unimproved that is leased or assigned to a third party, or, except as expressly set forth in Section 4.02(A) and (B) above, City has not leased to Concessionaire pursuant to this Agreement. The general privileges, uses and rights granted in this Section 4.02 shall be subject to the terms, conditions and covenants set forth herein.

4.03 Restrictions of Privileges, Uses and Rights. The rights granted hereunder are expressly limited to the operation and management of a rental car concession.

Concessionaire covenants and agrees that the Designated Premises shall be used solely for the uses permitted in Sections 4.01 and 4.02 above and for no other purposes whatsoever. Concessionaire hereby acknowledges and agrees that the car rental concession herein granted is not an exclusive concession and the City shall have the right to deal with and perfect arrangements with any other individual or individuals, company or corporation to engage in a like car rental concession activity at the Airport, provided that there are not more than six car rental concessions operating out of the Terminal Building. In the event that any contract granted by the City to any other on-site automobile rental Concessionaire shall contain any provisions more favorable to such Concessionaire than the terms herein granted, then, at the option of Concessionaire, which option shall be exercised by providing written notice to City, this Agreement shall be amended to include such more favorable terms and any off-setting burdens that may be imposed on any such other Concessionaire. The intent of this provision is to ensure that Concessionaire is competing on as equal of terms as possible with any additional Concessionaire and, as a result, no other Concessionaire shall enjoy any rights, profits or conditions more favorable to such Concessionaire than those enjoyed by Concessionaire.

4.04 Condition of the Designated Premises and Airport. Concessionaire expressly acknowledges that it has inspected the assigned Designated Premises and Airport and accepts the same "As Is, Where Is" in the condition existing as of the Effective Date, together with all defects latent and patent, if any. Concessionaire further acknowledges that City has made no representations or warranties of any nature whatsoever regarding the Airport or the Designated Premises, including, but not limited to, the physical and/or environmental condition of the Designated Premises, or any improvements located thereon, or the value of the Designated Premises or improvements, or the suitability of the Designated Premises, or any improvements, or Concessionaire's legal ability to use the Designated Premises for Concessionaire's intended use thereof.

City agrees to indemnify and hold harmless Concessionaire from and against all judgments, suits, liabilities, losses, costs, judgments, orders, obligations, damages or claims arising out of or in any way related to the existence of any Hazardous Materials placed on, in or under the Premises by any person or entity other than Concessionaire or any person or entity acting for, by or through Concessionaire or with Concessionaire's permission or acquiescence.

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4.05 Dual Branding. The City acknowledges that certain parent companies may own two or more separate trade or brand names and may at times operate each separately or jointly. Nothing contained herein shall prevent Concessionaire from including no more than two (2) separate brand and/or trade names owned by the same parent company. Such arrangements shall not be considered to constitute collusion under the terms of this Agreement.

Concessionaire shall be prohibited from operating at the Airport under any brand name or trade name other than the brand name(s) or trade name(s) that it originally designated in this Agreement, unless this Agreement has been assigned or sublet during its Term with the approval of City pursuant to the terms and conditions of Article 15 herein. In no event, however, may more than a total of two (2) trade or brand names be used. Except in the event of assignment or subletting during the Term of this Agreement as indicated above, Concessionaire shall operate and maintain all signage only under the brand or trade name(s) originally designated. No other brand name shall be used or displayed by Concessionaire at the Airport or upon the Premises.

If Concessionaire utilizes any particular brand or trade name under a license or franchise agreement, Concessionaire represents and warrants to the City that Concessionaire has been granted the right to use any such brand or trade name that may be used at the Premises for the entire term of this Agreement, pursuant to a franchise or license agreement (the Franchise Agreement) with the trade name owner (a Franchisor).

At the City's request, Concessionaire agrees to provide the City with a copy of the Franchise Agreement and reasonable evidence that such agreement remains in full force and effect. Concessionaire agrees that the termination of Concessionaire's right to use Concessionaire's brand or trade name at the Designated Premises or to conduct a Rental Car Concession at the Premises of the type then conducted by or under license from Franchisor under the brand or trade name, shall constitute a material breach of Concessionaire's obligations under this Agreement.

Except as provided herein, "More than two (2) or Multiple Branding" is prohibited.

4.06 Right to Relocate or Replace Customer Service Counter. City reserves the right to relocate all of the Customer Service Counter Spaces within the Terminal Building if required to ensure the operational effectiveness of the Terminal Building and concourses and, if City agrees, to reimburse such Relocation Costs to Concessionaire through Concession Fee credits. Said relocation shall be undertaken from original counter selection to an area of comparable size and quality as is reasonably practicable. "Relocation Costs" shall mean the reasonable and actual out-of-pocket expenses incurred by Concessionaire to move from the existing assigned Customer Service Counter Space to a substituted area (Substituted Premises) and the unamortized cost of Customer Service counter improvements made by Concessionaire, if any, that cannot be relocated to the Substituted Premises. The unamortized cost of the improvements shall be

N – Page 604 of 1899
determined in accordance with Generally Accepted Accounting Principles with a useful life not to exceed the term of this Agreement
Upon completion of such relocation, Concessionaire shall provide City with a statement certified by a financial officer of Concessionaire: (1) setting out Concessionaire's Relocation Costs; and (2) itemizing the improvements made by Concessionaire that cannot be relocated to the Substituted Premises and showing the calculation of the unamortized value of such improvements. Copies of invoices shall accompany said statement for such Relocation Costs. City shall thereafter reimburse Concessionaire for such Relocation Costs by crediting the Privilege Fee thereafter due until the Relocation Costs are reimbursed. City reserves the right to replace the actual counters to improve the appearance and function of the units, and with the majority consent of the five (5) Concessionaires, use Customer Facility Charge (CFC) Funds to cover the expense.

4.07 Ready Return Space/Lane Allocation/Reallocation. The City will assign the location of the Ready Return Spaces for the first Agreement Year of the term.

For all subsequent years of the Agreement, the number of Ready Return Spaces will be reallocated to each Concessionaire based on a ratio of Concessionaire's Gross Revenues for the preceding Agreement Year to the total Gross Revenues of the top six (6) highest Gross Revenue On-Airport Car Rental Concessionaires for the preceding Agreement Year.

For all subsequent years of the Agreement, the Return Lane reallocation, if any, will be given to the top six (6) Concessionaires in descending order based on the Gross Revenues for the preceding Agreement Year.

In the event a City audit of Gross Revenues determines an error in Gross Revenues of Concessionaire, the City may adjust the assigned Ready Return Spaces/Lanes based on the corrected Gross Revenues.

The reallocation of Ready Return Spaces/Lanes shall take place on September 1 of each subsequent Agreement Year.

Should TSA impose security rules that negate the above process by reducing the total number of Ready Return Spaces/Lanes, the Airport shall have the right to adjust allocations.

4.08 Overflow Parking Spaces. The Overflow Parking Spaces shall be used to park Concessionaire's vehicles awaiting for or returning from customer rental, or for purposes of fleet rotation. The City, based on Concessionaire's request and space availability, shall designate overflow Parking Spaces on a first come, first served basis depicted in Attachment "B" hereto, and incorporated herein by reference. The fee per space per day will be $2.61 (Two dollars sixty-one cents).

4.09 Off-Airport Car Rentals. The City will continue to require off-airport car rental operators to obtain a permit as stipulated in the Airport's Fee Schedule and pay ten (10%) percent of gross revenue privilege fee for business transacted with

N – Page 605 of 1899
Airport passengers and customers as long as legally allowable. Nothing contained within this Section 4.09 shall be construed to mean that granting of said permit is the granting of a concession within the meaning of this Agreement, nor shall any provision of this subsection be construed to require the City to extend any more favorable economic terms established for off-airport car rental operators, including percentage fees, to Concessionaires.

4.10 Selection of Customer Service Counter / Service Facility Location. For new Concessionaires, the location of the Customer Service Counter and Service Facility will be determined by the City. All Concessionaires will be required to lease one (1) Airport Service Facility. Service Facility locations will be grandfathered for successful incumbent Concessionaires for the entire term of their Agreement. New Concessionaires will be required to lease a Service Facility location, if available, that was or is to be vacated by an incumbent Concessionaire. Selection of vacant and available Service Facilities will be made using the highest to lowest Minimum Annual Guarantees of the new Concessionaires. In the event of a dispute regarding the provisions of this Article or the assignment of Customer Service Counter or Service Facility locations, the City shall in its sole discretion have the right and authority to assign said locations to the Concessionaires. Should a new Consolidated Service Facility be constructed, the City shall have the sole discretion to assign Concessionaires to the new facility and base the assigned positions on the highest to lowest Minimum Annual Guarantees of Concessionaires. An entirely new agreement will be negotiated and executed with each Rental Car Concessionaire for space within the Consolidated Rental Car Facility.

4.11 Security/Safety Meeting. Prior to the commencement of operations under this agreement, and at least annually thereafter, Concessionaire shall meet with the other car rental Concessionaires operating on the Airport and Airport management to discuss and agree upon parking, recalculation and reallocation of Ready Return Spaces/Lanes, automobile movement procedures and Security/Safety procedures to be utilized by car rental Concessionaires operating at the Airport. Said operating procedures shall specifically address procedures covering the receipt, storage and dispensing of automobile fuel at the Maintenance Facility Spaces. Safety procedures applicable to the installation, maintenance, and safety checks of storage and dispensing equipment will be included. The Executive Director of Aviation shall have the right to resolve all disputes, disagreements or conflicts that may arise.

4.12 Entry Plan. Concessionaire acknowledges and agrees that prior to the Effective Date it did not operate at the Airport and is a new entrant to the Airport operational environment. Concessionaire is not permitted to install any improvements or commence operations at the Airport until it has received a Notice to Proceed from the Executive Director of Aviation. Not less than 60 days before Concessionaire desires to commence the first of installation of any improvements or operations, Concessionaire shall submit to the Executive Director of Aviation for review and Concessionaire will (i) perform all
Tenant Improvements, and (ii) commence operations at the Designated Premises, in a manner that does not adversely impact Airport operations, including but not limited to the operations of other rental car companies already conducting business

N – Page 606 of 1899
at the Airport. NTP shall not be issued (and no operations or improvements shall be permitted) until the Executive Director of Aviation has reviewed and approved the Entry Plan in writing. Approval of the Entry Plan shall not relieve Concessionaire of its obligation to perform its improvements and commence operations in compliance with this Agreement and applicable law. The Entry Plan shall include, at a minimum:

A. Construction and Phasing Plan a schedule of work identifying anticipated construction activities, sequencing, staging, and methods for minimizing disruption to Airport facilities, common areas, and adjacent tenants.

B. Operational Readiness Plan measures to ensure that
commencement of operations, including staffing, equipment deliveries, customer access, and vehicle movements, will not impede Airport traffic circulation, safety, or the operations of other rental car companies.

C. Coordination Procedures procedures for communication and coordination with the City, other Airport tenants, and Airport operations staff to address conflicts, resolve issues, and mitigate adverse impacts.

D. Compliance Commitments confirmation that all activities will comply with applicable laws, regulations, Airport rules and regulations, and City directives.

ARTICLE 5

CONCESSION FEES, FACILITY RENTAL, ACCOUNTABILITY AND

PERFORMANCE GUARANTEE

5.01 Concession Fees. For the concession privileges granted hereunder, Concessionaire shall pay to City Concession Fees equal to the greater of the Minimum Annual Guarantee or Annual Percentage Payment for each Agreement Year throughout the Term of this Agreement. Concession Fees shall be payable in advance by installment as provided for herein and shall be reconciled on an annual basis in accordance with the provisions of Section 5.11 below.

A. Minimum Annual Guarantee (MAG). Concessionaire shall pay to City, commencing upon the Effective Date and on the first day of each and every month throughout the Term of this Agreement, one-twelfth (1/12) of the Minimum Annual Guarantee for the applicable Agreement Year without demand, deduction, holdback or setoff. Concessionaire agrees the MAG for each Agreement Year shall be $491,865.27.

B. Monthly Percentage Payment. Within twenty (20) days after the beginning of each and every month throughout the Term of this Agreement, Concessionaire shall deliver a Statement of Gross Revenues (as hereinafter defined) for the preceding month to the Airport. In the event the Monthly Percentage Payment is greater than (1/12) of the MAG for the applicable Agreement Year, Concessionaire shall pay the difference to City with the Statement of Gross Revenues. This fee is for the privilege to

N – Page 607 of 1899
engage in business at Airport and is not for lease of the Concession Premises. Concessionaire shall be liable for any State Sales Tax thereon, should such "privilege fee" now or hereafter be held to be taxable by the State of California.

5.02 Abatement of Minimum Annual Guarantee. In the event for any reason the number of passengers deplaning on scheduled airline flights at the Airport during any calendar month shall be less than 65 percent (65%) of deplaning passengers for the same month previous year, or in the opinion of the Executive Director of Aviation, the operation of Concessionaire's car rental business at the Airport is affected, through no fault of Concessionaire, by shortages or other disruption in the supply of automobiles, gasoline or other goods necessary to the conduct of such business, and said shortages or other disruption results in the material diminution in Concessionaire's monthly gross receipts and said shortage or other disruption is not caused by a labor dispute involving Concessionaire (such diminution to be satisfactorily demonstrated by Concessionaire to Executive Director of Aviation, and the final decision to be solely that of Executive Director of Aviation), then, in that event, Concessionaire shall not be required to pay to City that portion of the MAG that would otherwise be due and payable in accordance with the requirements of Section 5.01(A) above for that month. During the abatement period, Concessionaire shall continue to pay to City the Monthly Percentage Payment with the Statement of Gross Revenues (as hereinafter defined), and, if applicable, City shall credit Concessionaire a prorated portion of any payment of the MAG. as may have been paid in advance.

Concessionaire acknowledges and agrees that Concessionaire shall remain liable for payment of the full Annual Percentage Payment notwithstanding City's waiver of its right to receive any portion of the MAG.

5.03 Facility Rental. In addition to the Concession Fees, Concessionaire shall pay to City for the use and occupancy of the assigned Designated Premises, an annual Facility Rental described as follows:

A. For the lease of fifty-three (53) Ready Return spaces in Lot #2 depicted on Attachment "A" hereto and incorporated herein by reference, Concessionaire shall pay to the City an annual fee for each Ready Return Space in an amount equal to $2,427.72 (two thousand, four hundred twentyseven dollars and seventy-two cents) per space multiplied by the total number of spaces allocated to Concessionaire for the Agreement Year, for the total sum of $128,669.16 (one hundred twenty-eight thousand, six hundred sixty-nine dollars and sixteen cents) annually, payable in twelve equal monthly installments of $10,722.43 (ten thousand, seven hundred twenty-two dollars and forty-three cents), payable in advance and without demand on the first day of each month of this Agreement commencing November 1, 2025.

N – Page 608 of 1899
B. Rental Car Service Counter Area. Concessionaire shall pay to the City annual rental fees for Terminal space for the use of installing ticket counters and ticket counter customer queueing ( Terminal Area Rental Car Service Counter Rent"). The annual Terminal Area Rental Car Service Counter rental rate charged by the City shall be at a rate of $112.17 (one hundred and twelve dollars and seventeen cents) per square foot per annum for 156 square feet of space depicted in Attachment "C" hereto and incorporated herein by reference, the sum of $17,498.52 (seventeen thousand, four hundred ninety-eight dollars and fifty-two cents) annually, payable in twelve equal monthly installments of $1,458.21 (one thousand, four hundred fiftyeight dollars and twenty-one cents), payable in advance and without demand, on the first day of each calendar month of this Agreement, commencing November 1, 2025.

C. For the lease of a Maintenance Service Facility at a rate of $6.00 (six dollars) per square foot per annum for 2901 E. Alejo Road, Building #5 consisting of 3,570 square feet, depicted in Attachment "D" hereto, and incorporated herein by reference, the sum of $21,420 (twenty-one thousand, four hundred twenty dollars annually, payable in twelve equal monthly installments of $1,785 (one thousand, seven hundred eighty-five dollars), payable in advance and without demand, on the first day of each calendar month of this Agreement commencing November 1, 2025 D. Facility rental rates identified in Sections 4.08 and 5.03, paragraphs A, B and C are subject to a Consumer Price Index (CPI) adjustment each year at the beginning of each Agreement Year. The rent adjustment will be adjusted upward by the same percentage increase, occurring during the previous twelve months, in the Consumer Price Index for All-Urban Consumers (CPI-U) in the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (MSA) (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.

5.04 Unpaid Fees. All payments required to be made to the City hereunder shall bear interest at the City's then current rate charged on overdue accounts or the maximum non-usurious interest rate, whichever is less, if not paid within 15 days from the date due. Said interest shall be calculated on a daily basis and shall be due and payable when billed. City shall not be prevented from terminating this Agreement for default in payment due to City pursuant to this Agreement or from exercising any other remedies contained herein or implied by law.

5.05 Diversion of Gross Revenues. Concessionaire shall not intentionally divert, through direct or indirect means, any of Concessionaire's rental car or related business with Airport's customers to off-airport locations of Concessionaire or affiliates of Concessionaire without including the Gross Revenues of such transactions, as defined in Section 2.13, in Concessionaire's reported Gross

N – Page 609 of 1899
Revenues. Any such intentional diversion of Gross Revenues shall constitute a breach of contract and the City shall have the right to immediately terminate this Agreement upon determination by the City or its auditors that an intentional diversion exists or has occurred. Concessionaire shall not modify its accounting treatment or rename or redefine services or products.

5.06 Sales and Use Tax. Concessionaire shall pay monthly to City any sales, use or other tax, or any imposition in lieu thereof (excluding State and/or Federal Income Tax) now or hereinafter imposed upon the rents, use or occupancy of the assigned Designated Premises imposed by the United States of America, the State of California, or City of Palm Springs, notwithstanding the fact that the statute, rule, ordinance or enactment imposing the same may endeavor to impose the tax on City.

5.07 Net Agreement. This Agreement in every sense shall be without cost or expense to City including, without limitation, cost and expenses relating to the development, maintenance, improvements and operation of the assigned Designated Premises.

5.08 Place of Payments. All payments required to be made by the Concessionaire under this Agreement shall be made payable to the City of Palm Springs, delivered or mailed postage prepaid to:

City of Palm Springs
Finance Department
Post Office Box 2743,
Palm Springs, CA 92263-2743
or at such other place the City as the place of payment may hereinafter designate as in writing.

5.09 Monthly Reports of Gross Revenues. Within twenty (20) days after close of each month of throughout the Term of this Agreement, Concessionaire shall submit to the Airport, in a form and detail satisfactory to the City, a Statement of Gross Revenues that details Gross Revenues for the prior calendar month. The Concessionaire shall attach payment per Section 5.01B if applicable to its Statement of Gross Revenues.

The City reserves the right to reasonably prescribe or change reporting forms, their methods and time of submission, and payment schedule. The City shall first submit the alterations to Concessionaire in writing specifying the desired changes.

5.10 Accounting Records. Concessionaire shall keep, throughout the Term of this Agreement, all books of accounts and records customarily used in this type of operation, in accordance with Generally Accepted Accounting Principles prescribed by the American Institute of Certified Public Accountants or any successor agency thereto. Such books of accounts and records shall be retained and be available for three (3) years from the end of each Agreement

N – Page 610 of 1899
Year, including three (3) years following the expiration or termination of this Agreement. City shall have the right to audit and examine during normal business hours all such books of accounts and records relating to Concessionaire's operations hereunder. If the books of accounts and records are kept at locations other than the Airport, Concessionaire shall, at its sole cost and expense, arrange for them to be brought to a location convenient to the auditors for City in order for City to conduct the audits and inspections as set forth in this Article. Concessionaire shall maintain a record of each vehicle rental agreement or vehicle sales agreement written at the Airport, including a copy of each original agreement signed by Concessionaire's customer. Accountability for the numerical sequence of contracts issued and unissued shall be maintained. Accounting records of Concessionaire shall be stored sequentially, or in such other manner approved by the Airport, to provide reasonable and expeditious access for audit purposes hereunder. Failure to maintain books of accounts and records as required under this Section 5.10 shall be deemed to be a material breach of this Agreement. The obligations arising under this Section 5.10 shall survive the expiration or termination of this Agreement.

5.11 Audit Requirements. Within one hundred twenty (120) days after the close of each Agreement Year, Concessionaire shall provide to the City an audit report on all Gross Revenues from operations at the Airport and from the operations of any of Concessionaire's subsidiaries, contractors, management companies, or related or affiliated companies involved in providing services covered by this Agreement. The audit report shall cover the preceding Agreement Year. The audit report shall be prepared by an independent Certified Public Accountant, not a regular employee of Concessionaire, in accordance with Generally Accepted Auditing Standards prescribed by the American Institute of Certified Public Accountants or any successor agency thereto or PCAOB, as appropriate.

The audit report shall include the following:

A. Schedule of all revenues by category and month and a schedule of the payments made to City.

B. Schedule summarizing the total number of vehicle rental transactions and any sales taxes collected by month.

C. The total amount of Concession Fees that have been paid to City in accordance with this Agreement.

D. The audit report shall include an opinion on the schedule of all revenues by category and by month, the schedule of payments to City, and the calculation of Concession Fees during the period.

Delivery of an audit report containing a qualified opinion, an adverse opinion, or a disclaimer of opinion, as defined by the American Institute of Certified Public Accountants or any successor agency thereto, shall be deemed to be a material breach of this Agreement. If the audit report indicates that the amount of Concession Fees (together with any sales taxes thereon) due and owing for any Agreement Year is greater than the amount paid by Concessionaire to City during such Agreement Year, the Concessionaire shall pay the difference to City with the audit report. If amount of Concession Fees actually paid by Concessionaire to City during any Agreement Year exceeds the Concession

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Fees due and owing for such Agreement Year, the City shall credit the overpayment in the following order: (I) against any past due amounts owed to City by Concessionaire, including interest and late fees; (ii) against currently outstanding, but not yet due, Concession Fees owed to City by Concessionaire; (iii) against future Concession Fees which will become due during the succeeding Agreement Year; and (iv) against any other sums payable by Concessionaire to City. Notwithstanding the foregoing, in the event of an overpayment by Concessionaire during the final Agreement Year, the City shall credit the overpayment against any remaining amounts owed to City, including interest and late fees, and refund to Concessionaire any overpayment amount in excess of the credit.

5.12 Audit by City. Notwithstanding any provision in this Agreement to the contrary, Executive Director of Aviation or its representative(s) may at any time perform audits of all or selected operations performed by Concessionaire under the terms of this Agreement. In order to facilitate the audit performed by City, Concessionaire agrees to make suitable arrangements with the Certified Public Accountant who is responsible for preparing the audit report on behalf of Concessionaire pursuant to Section 5.11 to make available to City's representative(s) working papers that deal with calculations and testing relevant to the audit performed by the Certified Public Accountant. City or its representative(s) shall make available to Concessionaire a copy of the audit report prepared by or on behalf of City. Concessionaire shall have thirty (30) days from receipt of the audit report from City or its representative(s) to provide a written response to the City regarding the audit report. Concessionaire agrees that failure of Concessionaire to submit a written response to the audit report in accordance with the requirements of this Section 5.12 shall constitute acceptance of the audit report as issued.

If any audit performed by or on behalf of the City for any period discloses an under reporting of Gross Revenues, Concessionaire shall forthwith report and pay to City amounts due plus interest from the date upon which the correct Concession Fee report and payment originally was to be made at the City's then current interest rate charged on overdue accounts, or the highest amount of interest allowed by law if said interest is deemed usurious. If any audit discloses an under reporting by three (3) percent or more for any period, Concessionaire shall reimburse the City for the cost of said audit. The rights granted to the City herein shall be cumulative and in addition to any and all rights and remedies the City may have at law, equity or otherwise by the terms of this Agreement.

5.13 Internal Controls. Concessionaire shall establish and maintain a reasonably adequate system of internal controls, including a revenue control system.

Concessionaire shall require its outside auditors providing the audited statement and opinion required by Section 5.11, to notify Concessionaire and the City of any weakness in Concessionaire's system of internal control coming to the auditor's attention during the course of said audit. Concessionaire shall take the appropriate action to remedy any weakness reported.

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5.14 Concession Pass-Through. The Concessionaire acknowledges that the percentage fee payments by Concessionaire to the City under this agreement are for the Concessionaire's privilege to use the Airport facilities and access the Airport market and are not fees imposed by the City upon Concessionaire's customers. The City does not require, but will not prohibit, a separate statement of and charge for the percentage fee on customer invoices or rental agreement (Recovery Fee), provided that such Recovery Fee is in full compliance with California laws and regulations and meets the following conditions:

A. Such Recovery Fee must be titled "Concession Recovery Fee" "Concession Recoupment Fee" or such other appropriate name.

B. Recovery Fee must be shown on the customer rental agreement and invoiced with other Concessionaire charges (i.e. above the line).

C. Recovery Fee as stated on the invoice and charged to the customer shall be no more than eleven and one-tenths percent (11.11%) of Gross Revenues and shall be specifically included in the Definition of Gross Revenues for purposes of remittance to the City.

D. Concessionaire shall neither identify, treat, nor refer to the Recovery Fee as a tax, nor imply that City is requiring pass through of such fee.

E. Concessionaire shall comply with all applicable laws, including Federal Trade Commission requirements and any commitment to or contractual obligation by Concessionaire with any group of State Attorneys General.

5.15 Customer Facility Charge.

A. During the Term of this Agreement, City will impose, and the Concessionaires will collect and remit to City, a Customer Facility Charge (CFC). The amount of each CFC shall be payable directly by each of the customers of the Concessionaire as a separately identified charge for rental car transaction entered into by said customer. The CFC amount for any of Concessionaire's automobiles contracted for or picked up at the Airport pursuant to a customer contract will be in the amount authorized by applicable California legislation. The proceeds from the CFC shall be used for the planning, design and construction of common rental car facilities.

The CFC shall remain in effect until terminated by City in its sole discretion.

The current CFC rate is $9.00 (nine dollars) per day to a maximum of five days ($45) per transaction. City may at its own discretion, with the input of its Concessionaires as required by law, change the CFC rate.

B. Collection of Customer Facility Charges. Concessionaire shall separately state the amount of the CFC in all of its customer contracts and collect the CFC from its customers on behalf of City. Concessionaire agrees that the CFC is not income, revenue or any other asset to Concessionaire; that Concessionaire has no ownership or property interest in such CFCs; and that Concessionaire hereby waives any claim to a possessory or ownership interest in the CFCs. Concessionaire agrees that it holds such CFCs in trust for the benefit of the City, and that the City (or a trustee on its behalf) has complete possessory and ownership rights to such CFCs.

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C. Reporting and Audit. Concessionaire shall report to City by the twentieth (20th) day of each month the number of transactions that it processed during the preceding month, and at such time remit to City all amounts it has collected as CFCs from its customers during the preceding month without deduction or set-off. Concessionaire shall be responsible for the amounts of any CFCs that it does not collect from its customers. Any such amounts not remitted by the twentieth (20th) day of the month shall be assessed as a fee payable by Concessionaire equal to two (2%) of such amount per month until paid. City shall have the right to audit the records of Concessionaire, pursuant to Section 5.12 of this Agreement, to assure compliance with this provision. Further, if City determines that a Concessionaire has failed for any reason to collect and remit the proper amount of CFCs for any fiscal year, such Concessionaire will be required to pay to City an amount equal to the amount of any such deficiency applicable to its Customer Contracts for the fiscal year in question plus the amount of any fees and penalties owed pursuant to the terms of this Agreement.

Use of CFC Proceeds. City will apply and use the amounts of CFCs remitted to it as follows:

First: to the payment of debt service on debt obligations incurred by City in connection with the planning, design and construction of common rental car facilities.

Second: to repay City for the annual amortization of any amounts of City's funds expended on or invested in capital rental car facilities; Third: to fund a reserve against any future shortfalls in CFC revenues; Fourth: to make up any deficiencies in the amount of CFCs collected in prior years or to defray all or part of a future fiscal year's CFC expenditure requirement;
Fifth: to decease or prepay the amounts of any indebtedness that City has incurred in connection with the planning, design and construction of common rental car facilities;
Sixth: to be held in reserve to pay the cost of future improvements to common rental car facilities or anything else allowed by the law.

5.16 Performance Guarantee. Concessionaire shall be required to comply with the following performance security requirement prior to commencement of activities:

Prior to commencing operations at the Airport pursuant to this Agreement, Concessionaire must post with the City, and Concessionaire must thereafter continuously maintain for the entire term, a performance bond or such other guarantee form acceptable to the Executive Director of Aviation and City Attorney, equal to fifty percent (50%) of the dollar value of its Minimum Annual Guarantee for the term of the concession agreement to cover Concessionaire's performance of all

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of its obligations under this Agreement for the entire term. If Concessionaire elects to submit a performance bond, the performance bond to be provided by Concessionaire and its surety shall be in a form acceptable to the City. The surety company shall be licensed to do business in California, and shall be otherwise acceptable to the City. Concessionaire shall be responsible for paying all required bond premiums.

Such Performance Bond shall not contain any exclusion or condition based on a time-period for the discovery of, and the making of a claim for any loss which is less than one year after the expiration date of such Performance Bond. In other words, the Performance Bond shall allow the City to make a claim under the Bond, for losses which totally or partially occurred during the period of such Bond. Such extended claim discovery and/or claim reporting period shall be for a period of at least one year or longer after the expiration of such Bond. Such Bond shall not contain any wording that would allow for the cancellation or reduction in coverage under the Bond, other than at the listed expiration date, provided that 30- notice of such expiration is given to the City before termination of coverage at any such expiration date.

An annually renewable Performance Bond may be substituted by the Concessionaire each year in lieu of providing a single Bond.

The performance bond shall be payable to the City in the event Concessionaire defaults in any of its monetary or other obligations to the City hereunder.

5.17 Accelerated Entry Pass-Through Costs. In connection with the establishment of Ready/Return Spaces/Lanes, City is required to construct or install a replacement facility or area for Airport employee parking on an expedited basis in order to accommodate use of Airport property. Concessionaire shall reimburse the City, within thirty (30) days of written demand, for one hundred percent (100%) of the actual, documented costs incurred by the City in connection with such replacement employee parking, including but not limited to labor, materials, equipment, permitting, design, and construction management. The City shall provide Concessionaire with reasonable documentation supporting such costs. reimbursement obligations under this Section shall not be subject to offset, deduction, or abatement.

ARTICLE 6

CONSTRUCTION OF IMPROVEMENTS

6.01 Required Improvements. Concessionaire shall, at its sole cost and expense, install all improvements and trade fixtures necessary and customary for the operation of a rental car concession within the assigned Designated Premises in accordance with the requirements of this Section 6.

6.02 Alterations, Improvements or Additions. Concessionaire shall make no alterations, additions or improvements to the assigned Designated Premises, without the prior written approval of the Executive Director of Aviation, which

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approval may be granted or withheld by the Executive Director of Aviation at the Executive Director's sole discretion.

6.03 Construction Requirements. All improvements, alterations and additions made by Concessionaire to the assigned Designated Premises shall be of high quality and meet all applicable Federal, State and local laws, regulations, rules and requirements. Prior to the commencement of construction, one (1) full and complete set of plans and specifications for all improvements, alterations and/or additions shall be submitted to the Executive Director of Aviation for approval, which approval may be granted or withheld in the Executive Director's sole discretion. All improvements shall be completed in accordance with construction standards established by the Airport and the plans and specifications approved by the Airport.

6.04 Construction Insurance/Indemnification Requirements. Concessionaire shall be required to carry comprehensive public liability insurance during construction per Article 10; if an independent contractor does the construction, the contractor in Concessionaire and City's name shall procure insurance. All insurance shall be in the limits and coverage's acceptable to City's Risk Management Department.

Concessionaire shall indemnify and hold City harmless for any and all claims, demands, damages, costs or expenses of any nature, including defense costs by reason of construction or alteration by Concessionaire.

6.05 No Liens. Concessionaire covenants and agrees that nothing contained in this Agreement shall be construed as consent by City to subject the estate of City to liability under the Construction Lien Law of the State of California. Concessionaire shall notify any and all parties or entities performing work or providing materials relating to any improvements made by Concessionaire of this provision of this Agreement. If so requested by City, Concessionaire shall file a notice satisfactory to City in the Public Records of Palm Springs, California stating that the City's interest shall not be subject to liens for improvements made by Concessionaire. In the event that a construction lien is filed against the assigned Designated Premises or other City property in connection with any work performed by or on behalf of Concessionaire, Concessionaire shall satisfy such claim, or transfer same to security within ten (10) days, City may do so and thereafter charge Concessionaire, and Concessionaire shall promptly pay to City upon demand all costs incurred by City in connection with the satisfaction or transfer of such claim, including, but not limited to, attorney's fees.

6.06 As-Built Drawings. Within ninety (90) days after completion of all work, Concessionaire shall furnish to the City, at no charge, a complete set of as-built drawings. Concessionaire agrees that, upon the request of the City, Concessionaire will inspect the assigned Designated Premises jointly with the City to verify the as-built drawings.

ARTICLE 7

ALTERATIONS AND IMPROVEMENTS

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7.01 Title to Improvements. All fixtures and improvements that are constructed or placed upon the assigned Designated Premises, excluding furnishings, equipment and trade fixtures, (the Improvements) shall become the absolute property of City upon termination or expiration of this Agreement and City shall have every right, title, and interest therein, free and clear of any liens, mortgages encumbrances.

7.02 Removal of Improvements. City shall be entitled, at its option, to have the assigned Designated Premises returned to City free and clear of some or all of the provide timely notification to Concessionaire of its election to require removal of Improvements and, to the extent possible, City shall notify Concessionaire at least sixty (60) days prior to the expiration or termination of this Agreement.

Concessionaire shall have sixty (60) days from date of notice within which to remove the Improvements. If Concessionaire fails to remove the Improvements, City may remove the Improvements. Concessionaire agrees that Concessionaire shall fully assume and be liable to City for payment of all costs of removal of the Improvements (whether direct or indirect) incurred by City, plus a twenty-five percent (25%) administrative overhead fee, which costs and administrative overhead fee shall be due and payable City within thirty (30) days from the date of the written notice provided by the Airport. The obligations arising under this Article 7 shall survive the expiration or termination of this Agreement.

The Concessionaire shall not be required to remove any permanent improvements, including, but not limited to demising walls. Concessionaire shall only be required to remove personal property and trade fixtures and shall be required to leave the Premises in a clean and good condition, ordinary wear and tear excepted.

7.03 Maintenance Service Facility Improvements. Notwithstanding the provisions of Section 7.02, Concessionaire hereby acknowledges that it is and will continue to be the owner and operator of all improvements, alterations, fixtures and appurtenances installed at the assigned Maintenance Service Facility Space.

Unless a new Agreement is entered into with Concessionaire for the assigned Maintenance Service Facility Space, upon the expiration or sooner termination of this agreement, Concessionaire hereby agrees to either (i) sell said improvements, alterations, fixtures and appurtenances to a car rental Concessionaire that the city has approved to enter into a car rental concession agreement with City, which sale shall be at a price mutually agreeable to Concessionaire and such car rental Concessionaire and which sale shall be effective on the expiration or sooner termination of this Agreement; or (ii) remove, at Concessionaire's sole cost and expense, such improvements, alterations, fixtures and appurtenances from the assigned Maintenance Service Facility Space within thirty (30) days of the expiration or sooner termination of this Agreement and to assess, remove, remediate, cleanup, monitor, dispose of and mitigate any Covered Hazardous Materials released on or in the assigned Maintenance Service Facility Space as more specifically provided in Section 16.01, to closure from all appropriate regulatory agencies.

If Concessionaire elects to remove said improvements, Concessionaire shall turn over the assigned Maintenance Service Facility to City in the condition the assigned

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Maintenance Service Facility existed prior to the installation of said improvements, reasonable wear and tear excepted. Upon the last day of the term of this Agreement, Concessionaire shall surrender the Designated Premises to City in the same condition as received, and in a good, sanitary and clean condition, reasonable use and wear thereof excepted.

ARTICLE 8

OBLIGATIONS OF CONCESSIONAIRE

8.01 Maintenance and Repair. Concessionaire shall, at its sole cost and expense, maintain the assigned Designated Premises and improvements and appurtenances thereto, in a safe and presentable condition consistent with good business practice, industry standards and in accordance with all applicable Federal, State and local laws, regulations and rules.

Concessionaire shall repair all damages to the assigned Designated Premises caused by its employees, patrons, invitees, suppliers of service, or furnishers of material, or any other person whomsoever, and all damages caused by or resulting from or in any way arising out of Concessionaire's operations thereon or Concessionaire's use of the assigned Designated Premises. Concessionaire shall maintain and repair all equipment thereon. Concessionaire shall repaint and refurbish its facilities as may be deemed necessary in the reasonable discretion of the City.

The City may inspect the assigned Designated Premises to identify items in need of maintenance or repair and report in writing to the Concessionaire those items in need of maintenance and repair. Concessionaire agrees that it shall abide by the decision of the City with respect to any and all such maintenance or repair. The City shall reasonably judge Concessionaire's performance under this Section 8.01 as to the quality of maintenance and repair. Upon written notice by the City to Concessionaire, Concessionaire shall perform the required maintenance or repair in accordance with the City's decision. If Concessionaire has not made a good faith effort, as determined by the City, to begin to perform the maintenance or repair within ten (10) days after receipt of the City's written notice and to diligently pursue the same to completion, City shall have the right to enter the assigned Designated Premises and perform the necessary maintenance or repair, and Concessionaire hereby expressly agrees that it shall fully assume and be liable to City for payment of the costs thereof, plus twenty-five percent (25%) administrative overhead. Such maintenance or repair cost, plus the administrative cost, shall be due and payable within thirty (30) calendar days of the City's billing therefore.

8.02 Concession Service Standards.

A. Subject to the terms and conditions of this Agreement, Concessionaire shall operate and manage the Concession for the purpose of Providing rental car services to the traveling public and shall conform in all respects to all applicable Federal, State and local laws, regulations and rules.

B. The assigned Designated Premises shall be staffed and operated seven (7) day per week, commencing not less than thirty (30) minutes prior to

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the first scheduled flight and ending not less than thirty (30) minutes after the last scheduled flight, except as otherwise approved in writing by the Executive Director of Aviation.

C. Concessionaire shall cause its employees to conduct themselves at all times in a courteous manner towards the public or other tenants and to provide prompt, efficient and safe service.

D. Concessionaire shall employ a sufficient number of trained personnel to handle customer service, vehicle maintenance, car handling and office or administrative duties incidental to the operation of the car rental concession granted hereunder. Concessionaire must have sufficient personnel to handle peak season rental car rental and return activities in order to keep terminal building queuing from blocking passenger flow and to keep rental return vehicles from blocking Lot #2
and public roadways.

E. Concessionaire shall be responsible for the conduct, demeanor and appearance of its officers, agents, employees and representatives.

Attendants and other employees, while on duty, shall wear uniforms which shall be subject to approval by the Executive Director of Aviation who shall take due regard of the existence of franchise agreements specifying uniforms. Uniforms shall, at all times, be maintained in a neat, orderly and clean condition.

F. Concessionaire shall at all times during the term of this Agreement maintain at the Airport, at its sole cost and expense, an adequate number of automobiles for rental to meet all reasonably foreseeable demands by passengers and other users. Said automobiles shall not be older than two years previous to the current model year. All automobiles shall be clean, neat and attractive inside and out and be maintained in good mechanical condition. The City reserves the right to disapprove any automobile provided by Concessionaire for public use. The City shall submit notice in writing of its disapproval and the reasons thereof to the Concessionaire.

Concessionaire shall forthwith withdraw said unsatisfactory automobile from its Airport rental fleet.

G. Concessionaire recognizes that from time-to-time the City may cause quality assurance reviews of the Concession to be conducted. Such reviews may include inspection of the assigned designated premises used in the operation of the Concession. Concessionaire agrees to fully cooperate in such quality assurance reviews and to immediately take whatever actions are necessary to correct any deficiencies.

8.03 Concession Operational Standards.

A. Concessionaire shall furnish service on a fair, reasonable and nondiscriminatory basis to all users of the Airport. Concessionaire shall furnish good, prompt, courteous and efficient service adequate to meet all reasonable demands for its service at said Airport. Concessionaire shall

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keep the Designated Premises in a safe, clean, orderly and inviting condition at all times, satisfactory to the City. All services and property sold must conform in all respects to federal, state, county and municipal laws, ordinances, and regulations.

B. Concessionaire shall not, through its officers, agents, representatives or employees, divert or cause to be diverted any prospective concession patrons from the Airport to another location. If any such diversion does occur, the diverted transaction shall be deemed to have occurred at the Airport and the cost of such diverted rental shall be included in Concessionaire's Gross Revenues.

C. Concessionaire shall not permit its employees nor any other person under its control to engage in open or public disputes or conflicts. Concessionaire shall be responsible for the conduct, demeanor and appearance of its officers, agents, employees and representatives. Attendants and other employees, while on duty, shall wear uniforms which shall be subject to approval by the Executive Director of Aviation who shall take due regard of the existence of franchise agreements specifying uniforms. Uniforms shall, at all times, be maintained in a neat, orderly and clean condition.

Customer service personnel and attendants shall be trained by Concessionaire to render a high degree of courteous and efficient service, and it shall be the responsibility of the Concessionaire to maintain close supervision over said personnel to assure the rendering of a high standard of service to the public and the patrons of the car rental concession. Upon objection from the Executive Director of Aviation concerning the conduct, demeanor or appearance of such persons, Concessionaire shall take all steps necessary to remove the cause of the objection.

D. The assigned Designated Premises shall be operated and maintained in a safe, clean, orderly and inviting condition at all times.

E. Except such advertising and promotional items as may be purchased from the Airport's advertising Concessionaire or which the Executive Director of Aviation has previously approved as permanent signage to be installed within the assigned Designated Premises, Concessionaire shall be strictly prohibited from posting any signage which advertises inducements, including, but not limited to, automobile rental rates, fuel charges, makes and models of automobiles, automobile equipment and amenities, availability of automobiles and any other type of promotional information or incentive.

F. Concessionaire shall not permit its agents or employees to engage in the overt or offensive solicitation or pressure sales tactics for rentals or related services offered by Concessionaire on or about the Airport. The City shall be the sole judge as to whether the conduct of Concessionaire's representative constitutes a violation of this subsection and, upon notice from the Executive Director of Aviation, Concessionaire shall take all steps necessary to eliminate the offensive conduct or condition. This restriction shall include the approaching of any person by an employee or any other representative of Concessionaire for the purpose of offering

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information regarding Concessionaire or conducting surveys. This restriction shall apply at all times and at all Terminal locations.

G. The public access area located in front of Concessionaire's reservation counter may be cordoned-off, at the option of Concessionaire, for the purpose of customer queuing. The area is included in the assigned Designated Premises and therefore is considered in the calculation of Facility Rental. The public access area extends the length of Concessionaire's reservation counter and five (5) feet from the front of the counter. Such use of the public access area requires that Concessionaire utilize only such barrier stanchions as specifically designated by the Executive Director of Aviation and that the placement and condition of such stanchions be maintained in a neat and orderly manner and in good repair at all times.

H. Concessionaire shall not represent itself as a provider of for-hire transportation services nor render services, which are customarily provided by the operators of such transportation services.

I. Nothing contained herein shall require Concessionaire to own, unconditionally or otherwise, vehicles used in the operation of the Concession; provided, however, all vehicles used in the operation of the Concession shall be owned, leased, or rented by Concessionaire or an affiliate. Concessionaire may obtain such vehicles from any supplier.

J. All contracts, advertising, solicitation and publicity regarding Concessionaire shall be made in Concessionaire's lawful trade/brand name and shall not in any manner misrepresent the relationship between City and Concessionaire nor City's interest herein.

K. Concessionaire shall make service available at the Customer Service Counter Space year-round seven days a week commencing not less than thirty (30) minutes prior to the first scheduled flight and ending not less than thirty (30) minutes after the last scheduled flight. Automobile rentals and customer service shall be available through staffing of the Customer Service Counter Space. The Executive Director of Aviation shall have the right, upon written request from Concessionaire, to approve changes to the above referenced business hours, if he, at his sole discretion, determines such change of staffing hours is necessary.

L. The day-to-day operation and management of the Concession shall be under the direct supervision of an active, qualified and competent manager who shall at all times be subject to the direction and control of Concessionaire. Prior to the Effective Date, Concessionaire shall designate in writing to the City the name, address and telephone number of the manager who at all times shall be the authorized representative of Concessionaire for all matters relating to the Concession. Concessionaire shall provide written notice to the City of any change in its manager within seven (7) days of the change and shall include any change of address or telephone number.

M. Concessionaire, its agents, employees and suppliers shall not block any areas used for ingress and egress by Airport traffic and shall not interfere

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with the activities of City, its agents, employees, any other Airport Concessionaires or tenants, or any other authorized person.

N. The services provided by Concessionaire shall be strictly limited to those permitted herein. Concessionaire shall not engage in any other business activity from the assigned Designated Premises or any other location on the Airport without benefit of a validly executed agreement entered into with City for the provision and conduct of such other business activity.

O. Ready Return Spaces described in Section 2.08.A are solely for the parking of Lessee's automobiles available for rental and the return by customers of automobiles rented. No storing, servicing or washing of automobiles shall be permitted in the parking spaces area. Parking of vehicles other than automobiles complying with Section 8.02 shall not be permitted upon the Concession Premises: this includes trucks, jitneys, junk cars, etc.

P. Concessionaire may also, at its option, provide car rental service for customers at Airport Fixed Base Operators, who have been authorized by Lessor to engage Airport Car Rental Concessionaires for this purpose; provided that Concessionaire shall so notify City in writing of its intent to do so. Gross receipts derived from such car rentals shall be included in the calculation of the monthly Percentage Fee payable to City pursuant to Section 5.01 of this Agreement.

Q. Concessionaire shall provide, install and maintain, at its sole cost and expense, within the Assigned Premise, office furnishings, fixtures and communication systems and equipment as may be necessary for the effective and efficient operation of the Concession.

R. The Maintenance Service Facility Space described in Section 2.08.D shall be maintained by Concessionaire in good order and repair. The area shall be used solely for the servicing of its vehicles rented in the course of business under this Lease, and for no other purpose. Due to the close proximity of the Service Facility to an abutting residential area, the Concessionaire shall implement operational and functional procedures that mitigate noise generating activities, related horn honking, vacuuming, engine revving, car locator alarms, and tire squealing.

S. Concessionaire shall diligently and adequately provide for the trimming of the trees on its Designated Premises. Such trees shall be maintained in such a manner that they are trimmed back to the edge of the curb at all times/
T. Concessionaire shall not, under any circumstances or at any time, allow keys to be left in vehicles in the return area of the ready/return lot.

8.04 Utilities. City shall provide electricity and water used or consumed in or on the assigned Designated Premises located at the Terminal Building. Concessionaire will provide telephone, computer service at its own cost. Concessionaire shall pay, before delinquency, all charges for electric, gas, water, sewer, telephone, computer and all other utility services used in, upon or about the assigned Maintenance Service Facility Space.

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8.05 Trash and Refuse. Concessionaire shall provide a complete and proper arrangement for the adequate sanitary handling of all trash and other refuse caused as a result of the operation of the assigned Designated Premises and shall provide for its timely removal to the central collection point to be provided by the City. Concessionaire shall provide and use suitable covered fireproof receptacles for all trash and other refuse on or in connection with the assigned Designated Premises. Piling of boxes, cartons, barrels, or other similar items in view of a public area shall not be permitted. Concessionaire shall make a reasonable attempt at recycling all trash if practical.

Transporting Merchandise, Trash, and refuse associated with operation of the car rental concession hereunder to and from the assigned Designated Premises, Concessionaire shall use only carts, vehicles, or conveyances that are sealed and leak proof and that are equipped with wheels suitable for operating on carpets without damage hereto.

8.06 Tree Maintenance. Concessionaire shall be responsible for the ongoing tree trimming and maintenance of the trees located curbside at the assigned Maintenance Service Facility to eliminate public road obstruction.

8.07 Cleanliness of Premises. The assigned Designated Premises and all equipment and materials used by Concessionaire shall at all times be clean, sanitary and free from rubbish, refuse, food scraps, garbage, dust, dirt, rodents, insects, and other offensive or unclean materials. The Concessionaire will not sell or permit the sale of any food or beverages on or from the assigned Designated Premises The City shall reasonably determine whether Concessionaire is in compliance with the obligations as provided for herein and shall provide Concessionaire with written notice of any violations of Concessionaire's obligations. Immediately upon Concessionaire's receipt of the City's written notice of violation, Concessionaire shall commence such corrective action as required by City or as may be necessary to remedy such non-compliance to satisfaction of City. If corrective action is not initiated within ten (10) days of receipt of City's written notice and pursued to completion in a diligent manner, the City may cause the same to be accomplished and Concessionaire hereby expressly agrees that Concessionaire shall assume and be liable to City for payment of all such costs, plus twenty-five percent (25%) for administrative overhead. Such costs, plus the administrative cost, shall constitute additional rent and shall be due and payable within thirty (30) consecutive days from the City's billing therefore.

8.08 Security. Concessionaire acknowledges and accepts full responsibility for the security and protection of the assigned Designated Premises and any and all inventory and equipment now existing or hereafter placed on or installed at the Airport, and for the prevention of unauthorized access to its facilities and expressly agrees to comply with all rules and regulations of City and of any and all other governmental entities that now or may hereafter have jurisdiction over such security. Concessionaire fully understands that the police security protection provided by City is limited to that provided to any other business situated at the Airport, and expressly acknowledges that any special security measures deemed necessary or desirable for additional protection of the

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assigned Designated Premises shall be the sole responsibility of Concessionaire and shall involve no cost to City.

8.09 Airport Security Program. Concessionaire agrees to observe all security regulations and other requirements of any agency of the Federal government, including, but not limited to, the FAA and TSA, applicable to Concessionaire, as such regulations or requirements have been or may be amended, including without limitation, TSA Part 1542 of the Code of Federal Regulations and Title 49, Part 1500 of the Code of Federal Regulations. Concessionaire agrees to comply with the Airport Security Program and the Air Operations Area (AOA) Vehicle Access Program, and amendments thereto, and to comply with such other rules and regulations as may be reasonably prescribed by City, and to take such steps as may be necessary or directed by City to insure that sublessees, employees, invitees and guests observe these requirements. Concessionaire shall conduct background checks of its employees to the extent required by any Federal, State or local law or if, to the extent permitted by law, required by the City. The City shall have the right to require the removal or replacement of any employee of Concessionaire at the Airport that the City has reasonably determined may present a risk to public safety or the security of the Airport. If as a result of the acts or omissions of Concessionaire, its sublessees, employees, invitees or guests, City incurs any fines and/or penalties imposed by the FAA or TSA; any expense in enforcing the regulations of the FAA or TSA or the rules or regulations of City; or any expense in enforcing the Airport Security Program, then Concessionaire agrees to pay to City all such costs and expenses, including all costs of administrative proceeding, court costs, and fees and all costs incurred by City in enforcing this provision. Concessionaire further agrees to rectify any security deficiency or other deficiency as may be determined by City, the FAA or TSA. In the event Concessionaire fails to remedy any such deficiency, City may do so at the cost and expense of Concessionaire. Concessionaire acknowledges and agrees that City may take whatever action is necessary to rectify any security deficiency or any other deficiency identified by City, the FAA or TSA.

ARTICLE 9

SIGNAGE

9.01 Signage. City shall install all signs necessary or required for the direction of pedestrian and vehicular traffic on the sidewalks, ways and roads within the Terminal Building and Designated Premises. All directional signs in the Terminal Building, including any additions thereto, shall be installed by the City.

No signs or advertisements pertaining to Concessionaire's car rental business shall be installed or maintained outside of or within the Designated Premises until Concessionaire has submitted to the Executive Director of Aviation for approval, in writing, such drawings, sketches, design dimension and type and character of such signs and advertisements proposed to be placed therein or thereon and any payments, conditions, restrictions or limitation in respect to the use thereof stated by the Executive Director of Aviation in his written approval thereof shall become conditions hereof as if set forth herein at length.

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ARTICLE 10

INSURANCE
Concessionaire shall, at its sole expense, maintain in full force and effect at all times during the Term of this Agreement, the insurance limits, coverages and endorsements required herein. Neither the requirements contained in this Article 10 nor City's review or acceptance of insurance shall in any manner limit or qualify the liabilities and obligations assumed by Concessionaire under this Agreement.

10.01 Commercial General Liability. Concessionaire, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on its improvements, appurtenances, alterations, trade fixtures, equipment, personal property and inventory within the Designated Premises from loss or damage to the extent of their full replacement value. Concessionaire shall have the right to self-insure the items specified in this Section 10.01 and Sections 10.02,

10.03, and 10.04, so long as Concessionaire maintains a net worth satisfactory to the City's Risk Manager. The City's Risk Manager may require net worth documentation up to and including an audited financial statement.

10.02 Comprehensive General Liability. During the entire term of this Agreement, the Concessionaire shall, at the Concessionaire's sole cost and expenses, but for the mutual benefit of City and Concessionaire, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Designated Premises and on any areas directly adjacent to the Designated Premises written on a per occurrence basis in an amount not less than either (i) a combined single limit of THREE MILLION DOLLARS ($3,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of $500,000.00 per person, $1,000,000.00 per occurrence and $1,000,000.00 products and completed operations and property damage limits of $200,000.00 per occurrence and $500,000.00 in the aggregate.

10.03 Worker's Compensation. Concessionaire shall, at the Concessionaire's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Concessionaire and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Concessionaire in the course of conducting Concessionaire's business in the Designated Premises.

10.04 Automobile Liability. Concessionaire shall, at Concessionaire's sole cost and expense, maintain a policy of automobile liability insurance written on a per occurrence basis in an amount of not less than THREE MILLION DOLLARS ($3,000,000.00) combined single limit covering all owned, non-owned, leased and hired cars.

10.05 General Provisions. All of the policies of insurance required to be procured by Concessionaire pursuant to this Article shall be primary insurance and shall name

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the City, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing 30 days prior written notice by registered mail to the City. Prior to the effective date of the Agreement and at least 30 days prior to the expiration of any insurance policy, Concessionaire shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to City, authorized and licensed to do business in the State of California and rated A: VII or better by Best's Insurance Guide. In the event the Risk Manager of City (Risk Manager) determines that (i) the Concessionaire's activities in the Designated Premises create an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Concessionaire agrees that the minimum limits of any insurance policy required to be obtained by Concessionaire may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Concessionaire shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. City and Concessionaire hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Designated Premises, its contents, or Concessionaire's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either City of Concessionaire against such loss, waives any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby.

ARTICLE 11

RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be deemed or construed to the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of fees nor any other provision contained herein, nor any acts of the parties hereto creates a relationship other than the relationship of the City and Concessionaire.

ARTICLE 12

INDEMNIFICATION
Concessionaire, as a material part of the consideration to be rendered to City under this Agreement, hereby waives all claims against City for damage to equipment or other personal property, trade fixtures, or improvements in, upon or about the Designated Premises and for injuries to persons in or about the Designated Premises, from any cause arising at any time. Concessionaire agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless

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from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein claims or liabilities) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Concessionaire, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Designated Premises by Concessionaire or its employees and customers, or arising from the failure of Concessionaire to keep the designated premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Concessionaire hereunder, or arising from Concessionaire's negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement (including, but not limited to, the failure to perform the remediation obligations specified in Section 16.02), or arising from the presence or threatened presence of any hazardous material on or about the Designated Premises caused or exacerbated by Concessionaire, and excepting any presence of any preexisting hazardous material on or about the Designated Premises directly caused by a party other than Concessionaire, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith:

A. Concessionaire will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith; B. Concessionaire will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Concessionaire hereunder; and Concessionaire agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
C. In the event the City, its officers, agents, or employees are made a party to any action or proceeding filed or prosecuted against Concessionaire for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Concessionaire hereunder, Concessionaire agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorney's fees.

ARTICLE 13

DAMAGE OR DESTRUCTION OF PREMISES/IMPROVEMENTS

13.01 Concessionaire's Obligations. Concessionaire hereby assumes full responsibility for the condition of the assigned Designated Premises and character, acts and conduct of all persons admitted to the assigned Designated Premises by or with

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the actual or constructive consent of Concessionaire or by or with the consent of any person acting for or on behalf of Concessionaire. If the assigned Designated Premises, improvements, or any part thereof, are damaged in any way whatsoever, whether by act of God, by the act, default or negligence of Concessionaire, or of Concessionaire's members, agents, employees, officers, representatives, guests, invitees, contractors, patrons, or any person admitted to the assigned Designated Premises by Concessionaire or otherwise, Concessionaire shall, at its sole cost and expense, restore the assigned Designated Premises to the condition existing prior to such damage.

Concessionaire shall commence such restoration within thirty (30) days and shall diligently pursue such restoration to completion. Concessionaire shall make such repairs, replacements or rebuilding in accordance with the construction requirements contained herein and as established by the City. If Concessionaire fails to restore the assigned Designated Premises as required above, City shall have the right to enter the assigned Designated Premises and perform the necessary restoration, and Concessionaire hereby expressly agrees that it shall fully assume and be liable to City for payment of the costs therefore, plus twentyfive percent (25%) administrative overhead. Such restoration cost, plus the administrative cost, shall be due and payable within thirty (30) days from date of written notice therefore.

13.02 Right to Cancel. If any of the improvements on the assigned Designated Premises are damaged or destroyed in whole or in part by fire or other casualty, Concessionaire may, subject to approval of City, be relieved of the obligation to repair, replace or rebuild the same and have the right to cancel this Agreement. In such event, Concessionaire shall provide City written notice within thirty (30) days after the date of any such damage or destruction and, upon approval by City, this Agreement shall terminate and the insurance proceeds received or receivable under any policy of insurance shall be paid to and retained by City. All fees and other sums due hereunder payable under this Agreement shall be prorated and paid to the date of such termination. The receipt and acceptance of insurance proceeds by City under this Article 13 will, except as provided in Article 13.03, relieve Concessionaire from any responsibility to restore the assigned Designated Premises to its former condition; provided, however, that Concessionaire expressly agrees, covenants and warrants that nothing herein shall serve to relieve Concessionaire of its liability for penalties or expenses associated with, arising out of, or in any way resulting from any impairment of or damage to the environment of the assigned Designated Premises, and Concessionaire further waives any claim against City for damages or compensation, should this Agreement be so terminated.

13.03 Insurance Proceeds. Upon receipt by Concessionaire of the proceeds of the insurance policy or policies, the proceeds shall be deposited in an escrow account approved by the City so as to be available to pay for the cost of such repair, replacement or rebuilding. Such proceeds shall be disbursed during construction to pay the cost of such work. If the amount of such insurance proceeds is insufficient to pay the costs of the necessary repair, replacement or rebuilding of such damaged improvements, Concessionaire shall pay any additional sums required into the escrow account. If the amount of such insurance proceeds is in

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excess of the costs thereof, the amount of such excess shall be remitted to Concessionaire.

13.04 Termination Upon Destruction or Other Casualty. In the event the assigned Designated Premises, or any part thereof, shall be destroyed or damaged in whole or in part by fire, water or any other cause, or if unforeseen occurrence shall likewise render the fulfillment of this Agreement by City impossible, then City, at its sole option, may terminate this Agreement. Concessionaire shall pay all fees, rental, and costs and satisfy all of its obligations hereunder arising prior to the time of such termination, whereupon this Agreement shall terminate and the parties shall be relieved of all further obligations hereunder other than those, which expressly survive expiration or termination of this Agreement.

Concessionaire hereby waives any claim for damages or compensation should this Agreement be so terminated.

ARTICLE 14

TERMINATION OF AGREEMENT, DEFAULT, AND REMEDIES

14.01 Termination. This Agreement shall automatically terminate and expire at the end of the Term, unless extension options are executed per Section 3.02.

A. Early Lease Termination. The Concessionaire is advised that the Airport is planning to construct a new rental car center or to substantially renovate the existing rental car center, and such construction or renovation will available leased areas using in conjunction with the
rental car facilities. The City Manager, in his or her sole discretion, has the authority to terminate the Lease during the term if (a) the construction of the new rental car center requires a relocation of Concessionaires to an alternative or auxiliary location or (b) the rental car facilities renovations require a relocation of the Concessionaires. In the event the City Manager exercises this early termination, the Airport shall meet and confer with representatives from each rental car concession and provide Concessionaire a six-month written notice of the early termination and a transition plan for comparable space to conduct the rental car concession services.

14.02 Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Agreement by Concessionaire:

A. The vacating or abandonment of the assigned Designated Premises by Concessionaire.

B. The failure by Concessionaire to make payment of Concession Fees, Facility Rental or any other payment required to be made by Concessionaire hereunder, as and when due, where such failure continues for a period of three (3) days after written notice thereof from City to Concessionaire.

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C. The failure by Concessionaire to observe or perform any of the covenants, conditions or provisions of this Agreement to be observed or performed by Concessionaire, other than those described in paragraph B above , where such failure shall continue for a period of thirty (30) days after written notice from City to Concessionaire; provided, however, that if the nature of Concessionaire's default is such that more than thirty (30) days are reasonably required for its cure, then Concessionaire shall not be deemed to be in default if Concessionaire commenced such cure within such thirty (30) day period and thereafter diligently pursues such cure to completion.

D. To the extent permitted by law, (I) the making by Concessionaire or any guarantor hereof of any general assignment, or general arrangement for the benefit of creditors; (ii) the filing by or against Concessionaire of a petition to have Concessionaire adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy [unless, in the case of a petition filed against Concessionaire, the same is dismissed within sixty (60) days]; (iii) the appointment of a trustee or receiver to take possession of substantially all of Concessionaire's assets located at the assigned Designated Premises or of Concessionaire's interest in this Agreement, where possession is not restored to Concessionaire within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Concessionaire's assets located at the assigned Designated Premises or of Concessionaire's interest in this Agreement, where such seizure is not discharged within thirty (30) days.

E. The discovery by City that any information given to City by Concessionaire relating to this Agreement was materially false.

14.03 Remedies. In the event of any such material default or breach by Concessionaire, City may, with or without notice or demand, pursue any available right or remedy at law or equity including the right, at its option, to immediately terminate this Agreement, by giving written notice to that effect. Upon such termination, Concessionaire shall immediately surrender the assigned Designated Premises to City and shall cease its operations at the Airport. Such termination shall be without prejudice to City to any remedy for arrearages or payments due hereunder or breach of covenant or damages for the balance of the Concession Fees and other sums due hereunder, payable through the full Term of this Agreement, or any other damages or remedies whatsoever. Upon termination of this Agreement, City shall have the right to engage another Concessionaire to provide the services required hereunder for such period or periods at such fees and upon other terms and conditions as City may, in good faith, deem advisable.

14.04 Termination by Concessionaire. Concessionaire may terminate this Agreement, if Concessionaire is not in default of this Agreement (including, but not limited to, its payments to City hereunder), by giving City sixty (60) days advance written notice to be served as hereinafter provided, upon or after the happening of any one of the following events:

A. Issuance by any court of competent jurisdiction of an injunction in any way preventing the use of the Airport for Airport purposes and the remaining in force of such injunction for a period of at least ninety consecutive (90) days.

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B. The default by City in the performance of any covenant or agreement herein required to be performed by City and the failure of City to remedy such default for a period of sixty (60) consecutive days after receipt from Concessionaire of written notice to remedy same provided, however, that if the nature of City's obligations is such that more than sixty (60) days are required for performance then City shall not be in default if City commences performance within such sixty (60) day period and thereafter diligently prosecutes the same to completion. Notwithstanding the foregoing, a notice of cancellation shall not be of any force or affect if City has remedied the default prior to receipt of Concessionaire's notice of cancellation.

C. The lawful assumption by the United States Government or any authorized agency thereof, of the operation, control, or use of the Airport and facilities, or any substantial part or parts thereof, in such a manner as to substantially restrict the operation of Concessionaire, for a period of at least ninety (90) consecutive days.

14.05 Termination by City. City may terminate this Agreement without cause by giving Concessionaire sixty (60) days advance written notice. If termination is without cause, City will reimburse Concessionaire the amortized cost of Improvements (as defined in Article 7.01) made by Concessionaire, if any, to the Designated Premises. The amortized cost of the improvements shall be determined in accordance with Generally Accepted Accounting Principles with a useful life not to exceed the term of the this Agreement Concessionaire shall pay all fees, rental, and costs and satisfy all of its obligations hereunder arising prior to the time of such termination, whereupon this Agreement shall terminate and the parties shall be relieved of all further obligations hereunder other than those, which expressly survive expiration or termination of this Agreement.

14.06 Surrender of Assigned Designated Premises. Notwithstanding the obligations of Concessionaire and rights of City provided for herein, Concessionaire expressly agrees that upon termination or cancellation of this Agreement it shall immediately surrender the assigned Designated Premises to City free and clear of all personal property of Concessionaire. All repairs and obligations for which Concessionaire is responsible shall be completed by the earliest practical date prior to surrender.

Any personal property of Concessionaire not removed in accordance with this provision may be removed and placed in storage by the City at the sole cost of Concessionaire. Failure on the part of Concessionaire to reclaim same, as provided by law, shall constitute a gratuitous transfer of title to City for whatever disposition is deemed to be in the best interest of City.

ARTICLE 15

ASSIGNMENT AND TRANSFER
Concessionaire shall not, in any manner, assign, transfer or otherwise convey an interest in this Agreement, or sublet the Designated Premises or any portion thereof (Assignment), without the prior written consent of the City, which consent may be granted or withheld by the City in its sole discretion. Any such attempted Assignment without City approval shall be null and void. In the event the City consents in writing to an Assignment,

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Concessionaire shall have the right to assign this Agreement, to the extent permitted by the City's consent to such Assignment, provided that the use of the Designated Premises shall be limited to the same uses as are permitted under this Agreement. Any permitted Assignment shall be subject to the same conditions, obligations and terms as set forth herein and Concessionaire shall be fully responsible for the observance by its assignees of the terms and covenants contained in this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event of an approved Assignment, Concessionaire shall remain primarily liable to City for fulfilling all obligations, terms, and conditions of this Agreement, throughout the Term of this Agreement. City may freely assign this Agreement at any time without the consent of Concessionaire, and upon assumption by such assignee of City's obligations hereunder, City shall be released from all liability and obligation arising hereunder after such assignment.

ARTICLE 16

LAWS, REGULATIONS, PERMITS AND TAXES

16.01 Compliance with Laws.

Concessionaire shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Designated Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the City's General Plan and zoning ordinances, state and federal statutes or other governmental regulations now in force or which shall hereinafter be in force. The judgment of any court of competent jurisdiction, or the ad mission of Concessionaire in any action or proceeding against Concessionaire, whether City is a party thereto or not, that Concessionaire has violated any such order or statute in said use, shall be conclusive of that fact as between the City and Concessionaire, subject to any appeal rights Concessionaire may have.

Concessionaire shall not engage in any activity on or about the Designated Premises that violates any Environmental Law, and shall promptly, at Concessionaire's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Concessionaire subject to any appeal rights Concessionaire may have under the terms of this Agreement. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or environmental condition on, under or about the Designated Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. SECTIONs 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA") 42 U.S.C. SECTIONs 6901 et seq.; (iii) California Health and Safety Code SECTIONs 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code SECTION 25249.5 et seq.; (v) California Health and Safety Code SECTION 25359.7; (vi) California Health and Safety Code SECTION 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. SECTIONs 1317 et seq.; (viii) California

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Water Code SECTION 1300 et seq.; (ix) California Civil Code SECTION 3479 et seq.; (x) the Solid Waste Disposal Act 42 U.S.C. SECTION 6901 et seq.; and (xi) California Health and Safety Code SECTION 25280 et seq. regulating the use of underground storage tanks, as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste," "extremely hazardous waste," "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Concessionaire shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code SECTION 25249 et seq. Concessionaire shall provide prompt written notice to City of all notices of violation of the Environmental Laws received by Concessionaire relating to the Designated Premises.

16.02 Use of Underground Storage Tanks. Should the new Concessionaire be assigned an existing Maintenance and Service Facility from an incumbent Concessionaire, the parties acknowledge that Concessionaire or Concessionaire's predecessor-ininterest installed one or more underground storage tanks at the Maintenance and Service Facility Space, along with related pipelines, pumps, pump islands and dispensers, and other appurtenant structures (collectively hereafter referred to as the Underground Storage Tank System) which Concessionaire uses or will use in its car rental concession hereunder. Concessionaire understands and acknowledges that Concessionaire is the owner and operator of the Underground Storage Tank System as more particularly set forth in Article 7.0.3. To the best knowledge of Concessionaire, there has been no release of Hazardous Materials on, under or around the Maintenance and Service Facilities Space, the groundwater underlying the Maintenance and Service Facilities Space, or otherwise. Concessionaire hereby agrees to comply with all federal, state and local laws, ordinances, regulations and orders applicable to the installation, maintenance, use, operation and removal of said Underground Storage Tank System during the term of this Agreement, including, but not limited to, the provisions of Health and Safety Code Section 25280 et seq. All references contained in this Article to the "Code" shall be deemed to refer to the Health and Safety Code. Except to the extent any materials (as hereinafter defined) are protected by attorney-client privilege or attorney work product, Concessionaire covenants and agrees to provide City promptly with any and all correspondence, reports, studies, notices, permits, approvals, orders and similar matters received by Concessionaire or given by Concessionaire with respect to the Underground Storage Tank System (Materials), including, but not limited to, copies of any permits relating to the Underground Storage Tank System issued, renewed or transferred pursuant to Code Section 25284 or 25285, copies of any notices revoking or modifying said permits pursuant to Code Section 25285.1, copies of all compliance or inspection reports prepared pursuant to Code Section 25288, and copies of any notices of releases of substances from the Underground Storage Tank System pursuant to Code Section 25295. As used in this Agreement, the term

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"release" does not include the passive allowance of migration or movement of preexisting contamination or Hazardous Materials on, under, or migrating to or from the Designated Premises. In addition, Concessionaire shall notify City of any unauthorized release in excess of five (5) gallons from the Underground Storage Tank System even if notice is not required to be provided to the applicable local agency. Not more than three (3) months prior to expiration of the term of this Agreement and not less than one (1) month prior to the expiration of the term of this Agreement, Concessionaire shall have a tank integrity test (as such term is defined in Code Section 25281(v)) conducted by a tank tester licensed by the State Water Resources Control Board pursuant to Code Section 25284.4 and shall deliver to City a copy of the report prepared by the tank tester setting forth the findings, recommendations and conclusions of the tank integrity test.

Remediation Obligations. If any inspection of the Underground Storage Tank System determines that a release from the Underground Storage Tank System has occurred or if the presence or threatened presence of any Hazardous Material is hereafter detected on or about the Designated Premises, including, but not limited to, the Maintenance and Service Facility Space, and the Hazardous Material is one which may have been introduced to the Designated Premises by Concessionaire or its agents, contractors, employees or licensees from the Underground Storage Tank System or otherwise during the term of this Agreement or any previous agreement between City and Concessionaire, then until such time as it is finally determined by a court of competent jurisdiction that such Hazardous Material (hereinafter Covered Hazardous Material) was released or discharged on or about the Designated Premises by a person other than Concessionaire or its agents, contractors, employees or licensees, Concessionaire shall, at its sole expense, promptly commence the remedial clean-up measures to assess, remove or remediate the Covered Hazardous Material from the Designated Premises, monitor, mitigate and/or dispose of the effects of such Hazardous Material, to the extent such may be required under Environmental Law, and shall diligently pursue such assessment, removal, remedial clean-up, monitoring, disposal and mitigation measures to completion and closure from the appropriate regulatory agencies, all in compliance with applicable Environmental Laws. Such activities shall be conducted in a diligent, expeditious and safe manner so as not allow any dangerous or hazardous conditions to occur on the Designated Premises during or after such activities. In addition, Concessionaire shall promptly repair all material damage to the Designated Premises and the improvements thereof caused by any such removal, remedial clean-up, monitoring, disposal or mitigation measures undertaken by or at the direction of Concessionaire and return the Designated Premises substantially to the condition it existed immediately prior to such remediation activities.

16.03 Permits and Licenses Generally. Concessionaire agrees that it shall, at its sole cost and expense, be strictly liable and responsible for obtaining, paying for, and maintaining current, and fully complying with, any and all permits, licenses and other governmental authorizations, however designated, as may be required at any time throughout the Term of this Agreement by any Federal, State or local governmental entity or any court of law having jurisdiction over Concessionaire or Concessionaire's operations and activities, for any activity of Concessionaire's

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conducted on the assigned Designated Premises and for any and all operations conducted by Concessionaire including ensuring that all legal requirements, permits, and licenses necessary for or resulting, directly or indirectly, from Concessionaire's operations and activities on the assigned Designated Premises have been obtained and are in full legal compliance.

16.04 Air and Safety Regulation. Concessionaire agrees that it shall conduct its operations and activities under this Agreement in a safe manner, shall comply with all safety regulations of the Airport and with safety standards imposed by applicable Federal, State and local laws and regulations and shall require the observance thereof by all employees, contractors, business invitees and all other persons transacting business with or for Concessionaire resulting from, or in any way related to, the conduct of Concessionaire's business on the Designated Premises. Concessionaire hereby agrees that neither Concessionaire, nor employee or contractor or any person working for or on behalf of Concessionaire, shall require any personnel engaged in the performance of Concessionaire's operations to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his or her health or safety, as determined by standards adopted pursuant to the Occupational Safety and Health Act of 1970, as same may be amended from time to time, as well as all State and local laws, regulations, and orders relative to occupational safety and health.

16.05 Payment of Taxes. Concessionaire shall pay any and all taxes and other costs lawfully assessed against its interest in the Designated Premises, its improvements and its operations under this Agreement. Concessionaire shall have the right to contest the amount or validity of any tax or assessment payable by it by appropriate legal proceedings, but this shall not be deemed or construed in any way as relieving, modifying, or extending Concessionaire's covenants to pay any such tax or assessment, unless the legal proceedings shall operate to prevent the collection of the tax or assessment. Upon termination of such legal proceedings, the Concessionaire shall pay the amount of any such tax or assessment, or part thereof, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution thereof, together with any costs, fees, interest, penalties, or other liabilities in connection therewith.

ARTICLE 17

DISCLAIMER OF LIABILITY
City hereby disclaims, and Concessionaire hereby releases City, from any and all liability, whether in contract or tort (including strict liability, negligence and nuisance), for any loss, damage, or injury of any nature whatsoever sustained by Concessionaire, its employees, agents, or invitees during the term of this agreement including, but not limited to, loss, damage, or injury to the improvements or personal property of Concessionaire or Concessionaire's business invitees that might be located or stored on the Designated Premises, unless such loss, damage, or injury is caused solely by City's sole negligence. The parties expressly agree that under no circumstances shall City be liable for indirect, consequential, special, or exemplary damages whether in

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contract or tort (including strict liability, negligence, and nuisance), such as, but not limited to, loss of revenue or anticipated profits or any other damage related to the assignment of the Designated Premises to Concessionaire pursuant to this agreement. Concessionaire acknowledges and agrees that City shall have no liability whatsoever and Concessionaire covenants and agrees to hold harmless City from any and all liability relating to any information provided by city relating to this agreement.

Furthermore, Concessionaire acknowledges and agrees that its use of any such information, whether prepared or provided by City or otherwise, in determining whether to enter into this agreement, was at its sole risk.

ARTICLE 18

NOTICES
All notices and elections (collectively, notices) to be given or delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party giving such notice) hand delivered by messenger, courier service or overnight mail, or alternatively shall be sent by United States Certified Mail, with Return Receipt Requested. The effective date of any notice shall be the date of delivery of the notice if by personal delivery, courier services or overnight mail, or if mailed, upon the date which the return receipt is signed or delivery is refused or the notice designated by the postal authorities as non-deliverable, as the case may be. The parties hereby designated the following addresses as the addresses to which notices may be delivered, and delivery to such addresses shall constitute binding notice given to such party:

City:

Executive Director of Aviation
Palm Springs International Airport
3400 E. Tahquitz Canyon Way,
Palm Springs, CA 92262
Concessionaire:

Ramon Calderon
Senior Airport Relations Manager
1401 NW 49th Street
Fort Lauderdale, FL 33309
Either party may change the address to which notices under this Agreement shall be given, upon three (3) days prior written notice to the other party.

ARTICLE 19

GOVERNMENTAL RESTRICTIONS

19.01 Federal Right to Reclaim. In the event a United States governmental agency shall demand and take over the entire facilities of the Airport or the portion thereof wherein the Premises are located, for public purposes for a period in excess of ninety (90) days, either party may terminate this Agreement by providing written

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notice of such termination to the other party and the parties shall thereupon be released and fully discharged from any and all liability hereunder arising after such termination or as a result thereof. This Section 19.01 shall not act or be construed as a waiver of any rights Concessionaire may have against the United States as a result of such taking.

19.02 Federal Review. Concessionaire acknowledges this Agreement may be subject to review or inspection by the FAA to determine satisfactory compliance with Federal law or grant assurances and agrees that this Agreement shall be in full force and effect and binding upon both parties pending such review or inspection by the FAA, if applicable; provided, however, that upon such review or inspection all parties hereto agree to modify any of the terms of this Agreement which shall be determined by the FAA to be in violation of existing laws, regulations, grant assurances or other requirements.

19.03 City Tax Assessment Right. None of the terms, covenants and conditions of this Agreement shall in any way be construed as a release or waiver on the part of City, as a political subdivision of the State of California, or any of the public officials of the City of Palm Springs of the right to assess, levy, and collect any ad valorem, non-ad valorem, license, personal, intangible, occupation, or other tax which shall be lawfully imposed on the Designated Premises, the business or property of Concessionaire.

19.04 Right of Flight. City reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Designated Premises together with the right to cause in said airspace such noise as may be inherent in the operations of aircraft now known or hereafter used, for navigation of or flight in the said airspace for landing on, taking off from, or operating on the Airport.

19.05 Operation of Airport. Concessionaire expressly agrees for itself, its subleases, successors and assigns, to prevent any use of the Designated Premises which would interfere with or adversely affect the operation, maintenance or development of the Airport, or otherwise constitute an Airport hazard.

19.06 Release. Concessionaire acknowledges that noise, airborne particulate matter, and vibration are inherent to the operation of Airport and hereby releases City from any and all liability relating to the same.

19.07 Develop/Improve Landing Area. City reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desire or view of Concessionaire and without interference or hindrance.

19.08 Reserved Rights. City reserves the right, but shall not be obligated to Concessionaire, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of the Concessionaire in this regard.

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This Agreement shall be subordinate to the provisions and requirement of any existing or future agreement between the City and the United States, relative to the development, operation or maintenance of the airport.

19.09 Notification and Review Requirements. Concessionaire agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the leased premises, or in the event of nay planned modification or alteration of any present or future building or structure situated on the leased premises_

19.10 Height Restriction. Concessionaire, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation of 500 feet. In the event the aforesaid covenants are breached, City reserves the right to enter upon the Designated Premises hereunder and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of Concessionaire.

19.11 Non-Interference. Concessionaire, by accepting this Agreement expressly agrees for itself, its successors and assigns that it will not make use of the premises in any manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, City reserves the right to enter upon the premises and cause the abatement of such interference at the expense of Concessionaire.

19.12 Non-Exclusive. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right.

19.13 War / National Emergency. This Agreement and all the provisions hereof shall be subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation and taking over of said airport or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.

ARTICLE 20

FEDERAL REQUIREMENTS

20.01 Required Contract Provisions. Concessionaire shall comply with and shall cause any contractor, subcontractor, lower-tier subcontractor or service provider of Concessionaire to comply with, to the extent required by Applicable Laws, all Contract amended or
interpreted by the FAA or DOT from time to time, which are incorporated as if fully set forth herein. Concessionaire will incorporate the provisions set forth in Exhibit F in all contracts with contractors, subcontractors, lower-tier subcontractors, or service providers of any tier performing work on the leased premises. If the FAA issues new required contract provisions during the Term, the City may revise or replace Exhibit F to the extent such new contract provisions

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differ from those now incorporated into Exhibit F, without the need for any additional approvals or written amendment to this Agreement.

20.02 Airport Concession Disadvantaged Business Enterprise Program (ACDBE).

Commencing upon written notice from the City, which shall occur after completion of the reevaluation and certification of ACDBE firms in compliance with 49 C.F.R. part 23, as modified by Department of Transportation Interim Final Rule, 90 Fed.

Reg 47969, Concessionaire will be required to submit the following information on an annual basis (October September) during the term of the agreement:
(1) the names and addresses of ACDBE firms and suppliers that have participated in the Concession and proof of ACDBE certification; (2) a description of the services or goods that each ACDBE contractor/vendor provided; (3) the dollar amount of the participation of each ACDBE; and (4) the total fleet and nonfleet purchases annually based on a Federal fiscal year.

20.03 Right to Amend. In the event that FAA, DOT, or any other agency or department of the federal government requires amendments, modifications, revisions, supplements, or deletions in this Agreement as a condition precedent to the granting of federal funds to the Authority, Company agrees to consent to such amendments, modifications, revisions, supplements, or deletions to this Agreement as may be reasonably required to obtain such funds.

20.04 Non-compliance. Non-Compliance with Sections 20.01 and 20.02 shall constitute a material breach thereof and in the event of such non-compliance, the City shall have the right to terminate this Agreement and the estate hereby created without liability therefore or at the electing of the City or the United States either or both said Governments shall have the right to judicially enforce provisions.

ARTICLE 21

MISCELLANEOUS

21.01 City Not Liable. City shall not be responsible or liable to Concessionaire for any claims for compensation or any losses, damages or injury sustained by Concessionaire resulting from (a) cessation for any reason of air carrier operations at the Airport Terminal or (b) diversion of passenger traffic to any other facility. City shall not be responsible or liable to Concessionaire for any claims for compensation or any losses, damages or injury whatsoever sustained by Concessionaire including, but not limited to, those resulting from failure of any water supply, heat, air conditioning or electrical current or from an act of God, state of war, terrorism, civilian commotion or riot or any cause beyond the control of City.

All personal property placed on or moved on to the Designated Premises shall be at the sole risk of Concessionaire. City shall not be liable for any damage or loss of any personal property placed or moved on to the Designated Premises.

21.02 Authorized Uses Only. Notwithstanding anything to the contrary herein, Concessionaire shall not use or permit the use of the Designated Premises or the Airport for any illegal or improper purpose or for any purpose which would invalidate any policies of insurance, now existing or hereafter written on the Airport for City or Concessionaire.

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21.03 Waivers. The failure of City to insist on a strict performance of any of the agreements, terms, covenants and conditions hereof shall not be deemed a waiver of any rights or remedies that City may have for any subsequent breach, default, or non-performance, and City's right to insist on strict performance of this Agreement shall not be affected by any previous waiver or course of dealing.

21.04 Subordination to Federal Agreements. This Agreement shall be subject and subordinate to all the terms and conditions of any instrument and documents under which City acquired the land or improvements thereon and shall be given only such effect as will not conflict with nor be inconsistent with such terms and conditions. Concessionaire understands and agrees that this Agreement shall be subordinate to the provisions of any existing or future agreement between City and the United States of America, or any of its agencies, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport.

21.05 City's Governmental Authority. Nothing in this Agreement shall be construed to waive or limit City's governmental authority as a political subdivision of the State of California to regulate Concessionaire or its operations.

21.06 Rights Reserved to City. All rights not specifically granted Concessionaire by this Agreement are reserved to City.

21.07 Invalidity of Clauses. The invalidity of any portion, article, paragraph, provision clause, or any portion thereof of this Agreement shall have no effect upon the validity of any other part or portion hereof.

21.08 Venue. To the extent allowed by law, the venue for any action arising from this Agreement shall be in Riverside County, California.

21.09 Governing Law. This Agreement shall be governed by and in accordance with the laws of the State of California.

21.10 Inspections. The authorized employees and representatives of City and any applicable federal, state, and local governmental entity having jurisdiction hereof shall have the right of access to the Designated Premises at all reasonable times for the purposes of inspection for compliance with the provisions of this Agreement and/or applicable laws.

21.11 Remedies Cumulative. The rights and remedies of the parties with respect to any of the terms and conditions of this Agreement shall be cumulative and not exclusive and shall be in addition to all other rights and remedies of the parties.

21.12 Paragraph Headings. The headings of the various articles and sections of this Agreement, and its Table of Contents, are for convenience and ease of reference only, and shall not be construed to define, limit, augment or describe the scope, context or intent of this Agreement or any part or parts of this Agreement.

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21.13 Binding Effect. The terms, conditions and covenants of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors, assigns and sublessees, if any. This provision shall not constitute a waiver of any conditions against assignment or subletting.

21.14 Performance. The parties expressly agree that time is of the essence in this Agreement and the failure by Concessionaire to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall, at the option of City without liability, in addition to any other rights or remedies, relieve City of any obligation to accept such performance.

21.15 Reserved.

21.16 Excusable Delay. Any party performing under this Agreement shall use reasonable efforts to remedy the cause or causes of an excusable delay.

Excusable delays are those delays due to force majeure, acts of God, fire, flood, earthquake, explosion, riot, sabotage, windstorm, or labor dispute, and shall toll the time to perform under this Agreement.

21.17 Reserved.

21.18 Entirety of Agreement. The parties agree that this Agreement sets forth the entire agreement between the parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered except by written instrument executed by the parties hereto.

21.19 Construction. Neither party shall be considered the author of this Agreement.

The terms of this Agreement shall not be strictly construed against one party as opposed to the other based upon who drafted it.

21.20 Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in California. Additional information regarding radon and radon testing may be obtained from City's public health unit.

SIGNATURE PAGE FOLLOWS

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SIGNATURE PAGE TO NO. 25L418

NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT

BY AND BETWEEN

THE CITY OF PALM SPRINGS AND
SIXT RENT A CAR< LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CONCESSIONAIRE:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST:

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

By: _____________________________
Scott Stiles
City Manager
Michele Harmon - VP North American Operations

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EXHIBIT A

READY RETURN SPACES/LANES

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EXHIBIT B

OVERFLOW PARKING LOT
EAST ALEJO (APN 507-380-022 11.24 ACRES)

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EXHIBIT C

CUSTOMER SERVICE COUNTER SPACE

BAGGAGE CLAIM PSP TERMINAL BUILDING

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EXHIBIT D

MAINTENANCE SERVICE FACILITY SPACES
2901 EAST ALEJO ROAD (BLDG #5 3500 SQ FT)
2901 EAST ALEJO ROAD (ADDITIONAL PARKING 53 SPACES)

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EXHIBIT E

TERMINAL COMMON USE SPACE

PALM SPRINGS INTERNATIONAL AIRPORT PSP

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EXHIBIT F

REQUIRED CONTRACT PROVISIONS
January 20, 2023, and as amended, and shall be amended and interpreted from time to time to be consistent with the then-current provisions issued by the FAA. Concessionaire shall comply with and shall cause any Concessionaire contractor, subcontractor, lower-tier subcontractor, or service provider engaged by Concessionaire in connection with this Agreement (collectively with to comply with, to the extent required by
applicable law, all provisions of this Exhibit F as amended and interpreted by the FAA. (a) General Civil Rights Provisions. In all its activities within the scope of its airport program, Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no Person shall, on the grounds of race, creed, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

If Contractor transfers its obligation to another, the transferee is obligated in the same manner as Contractor.

This provision obligates Contractor for the period during which the property is owned, used or possessed (as applicable) by Contractor and the City remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
(b) Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this contract, Contractor, for itself, its assignees, and successors in interest - discrimination statutes and authorities; including but not limited to:

Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-Assisted programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);
The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);

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Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the defi
or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
§ 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);
Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs [70 Fed. Reg. 74087 (2005)]; Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC § 1681, et seq).
(c) Compliance With Nondiscrimination Requirements. During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (i) Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.
(ii) Non-discrimination: The Contractor, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age or disability in the selection and retention of subcontractors, including procurements

N – Page 649 of 1899
of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.
(iii) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of on the grounds of race, color, or national origin.
(iv) Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the City or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. (v)
noncompliance with the non-discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:
(A) Withholding payments to the Contractor under the Agreement until the Contractor complies; and/or
(B) Cancelling, terminating, or suspending a contract, in whole or in part (vi) Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto.

The Contractor will take action with respect to any subcontract or procurement as the City or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.
(d) Construction, Use, Access to Real Property Acquired Under the Activity, Facility or Program.
(i) The Contractor for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national

N – Page 650 of 1899
origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Contractor will use the Premises in compliance with all other requirements imposed by or pursuant to the Title VI List of Pertinent Nondiscrimination Acts and Authorities.
(ii) With respect to the Agreement, in the event of breach of any of the above nondiscrimination covenants, City will have the right to terminate the Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued.

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ATTACHMENT B

PUBLIC INTEGRITY DISCLOSURE

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CITY COUNCIL STAFF REPORT
DATE: November 12, 2025 CONSENT CALENDAR
SUBJECT: ADMINISTRATIVE ANALYSIS AND CONFORMITY REPORT FOR A PROPOSED 62-UNIT APARTMENT DEVELOPMENT (“INSPIRE
SUNRISE”) ON A 5-ACRE TRIBAL TRUST PARCEL LOCATED AT THE

SOUTHWEST CORNER OF EAST ALEJO ROAD AND NORTH SUNRISE
WAY (APN: 508-060-017, GOVERNMENT LOT 140), ZONE MR (MEDIUM DENSITY RESIDENTIAL), SECTION 14 SPECIFIC PLAN (CASE CR2025-0001) FROM: Scott C. Stiles, City Manager
BY: Department of Planning Services
SUMMARY:

Under the Tribal/City Land Use Review Agreement (“Agreement”), the City is to prepare an Administrative Analysis and Conformity Report for proposed projects on reservation lands owned by the Agua Caliente Band of Cahuilla Indians (“Tribe”). A proposal has been submitted to construct 62 apartments (“Inspire Sunrise”) on an undeveloped parcel owned by the Tribe. The project site is located at the southwest corner of East Alejo Road and North Sunrise Way (APN: 508-060-017, Government Lot 140).

The project proposes a 62-unit apartment development, which consists of thirteen (13) detached buildings, each of which is designed with four (4) or five (5) apartment units.

The apartment units are designed in two floor types (1 bedroom and 1 bathroom & 2 bedrooms and 2 bathrooms), and they range from 682 to 1,067 square feet in size. It is a two-story construction at a maximum building height of 23.5 feet. The project design includes gated access, 130 off-street parking spaces which include 27 guest parking spaces, perimeter landscape and walls, and communal spaces.

As demonstrated in the analysis section of this report, the proposed project partially conforms to the applicable development standards of the Section 14 Specific Plan and General Plan. The Tribe reserves the final decision on this project and is not required to strictly adhere to all of the City’s development standards. In addition to the suggested standard conditions of approval, staff recommends that the Tribe consider the following modifications to the development proposal:

1. Remove two (2) access gates on the East Alejo Road and North Sunrise Way frontages in accordance with the Palm Springs General Plan Community Design

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City Council Staff Report
November 12, 2025 -- Page 2
Case CR-2025-0001 – Inspire Sunrise
Element Policy CD 14.6 (page 9-34).

2. Install additional shade trees along both street frontages.

3. Install the cultural monument outside of the corner cutback area.

4. Further explore the articulation of the building elevations, thickness of the eaves, and the application of the accent colors.

5. Reduce the street-facing perimeter wall height to 5 feet.

RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, APPROVING A CONFORMITY REPORT FOR A 62-UNIT APARTMENT DEVELOPMENT ON TRIBAL TRUST LAND AT THE SOUTHWEST CORNER OF EAST ALEJO ROAD AND NORTH SUNRISE WAY (APN:
508-060-017, GOVERNMENT LOT 140); DIRECTING STAFF TO TRANSMIT THE

REPORT TO THE TRIBAL COUNCIL OF THE AGUA CALIENTE BAND OF CAHUILLA INDIANS; AND WAIVING THE JOINT MEETING BETWEEN THE CITY COUNCIL AND TRIBAL COUNCIL (CASE CR-2025-0001)”.

LAND USE COORDINATION AGREEMENT:

The City and the Tribe entered into an Agreement on December 15, 1998 to facilitate an expedited process for the City to review and comment on development projects located on land owned directly by the Tribe. The Agreement identifies a schedule for project review. In accordance with the Agreement, the following schedule has been prepared for this project:

Item Timeline Required Proposed Timeline

1. Pre-Submittal N/A October 7, 2025

2. Submittal of Project
Report
90 days prior to Tribal
approval
October 7, 2025

3. Administrative Review CC review 30 days after
submittal of Project
Report
November 12, 20251

4. Conformity Report CC adopts within 30 days
of receiving
Administrative Review
November 12, 20251

5. Joint Meeting2 City and Tribal Councils
within 30 days of adopting
Conformity Report
December 12, 2025
(Requested by the Tribe
and staff to be waived)

6. Final Tribal Action 90 days after submittal of
Project Report
No sooner than January 5,
2026
1The Administrative Review and adoption of the Conformity Report by the City Council may be consolidated into a single review per Section 7 of the Agreement. 2Joint meeting of the Tribal Council and City Council may be waived with the approval of both parties.

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City Council Staff Report
November 12, 2025 -- Page 3
Case CR-2025-0001 – Inspire Sunrise
Section 7 of the Agreement states that “...with the approval of both parties, any portion of the foregoing process may be waived if the Project is not deemed significant, if the Project is found to be conforming, or if due to the exigencies of time and the normal process cannot be accommodated.” As noted in the following sections of this report, the proposed project is generally consistent with the General Plan and Section 14 Specific Plan, and therefore staff would propose that a joint meeting of the City Council and Tribal Council is unnecessary.

PROPOSED PROJECT:

The project proposes the development of a 62-unit apartment complex on a 5-acre (Gross) undeveloped parcel located at the southwest corner of East Alejo Road and North Sunrise Way (APN: 508-060-017, Government Lot 140). The residential project will include the following development features:
• Thirteen (13) detached buildings, each of which consists of four (4) or five (5) apartment units.
• 62 apartment units ranging from 682 to 1,067 SF in size. • Two floor plan types (1 bedroom and 1 bathroom & 2 bedrooms and 2 bathrooms). • 62 off-street parking spaces (42 attached two-car garages, 20 attached single-car garages, and 27 guest parking*).
*Includes 2 handicapped parking spaces
• Private patios for the first-floor units and balconies for the second-floor units. • Controlled access on the East Alejo Road and North Sunrise Way frontages for primary and emergency vehicular access.
• Internal streets.
• Communal areas that are designed with amenities such as shade structures, a pool, a spa, restrooms, a BBQ, and a dog park.
• Perimeter landscape and wall.
• Cultural monument at the northeast corner of the development.

The Project Report states (Attachment D, page 6) that the proposed project will be subject to the standard development impact fees which are typically imposed by the City of Palm Springs. These fees include sewer and drainage fees, public art fees, park (Quimby Act) fees, regional traffic impact (in-lieu of TUMF fees), and school fees.

Additionally, a Community Facilities District (CFD) will be established for the proposed project, or the project site will be annexed into an existing CFD. Within a CFD, a special tax will fund public safety services serving the project, such as police and fire services.

STAFF ANALYSIS - ADMINISTRATIVE REVIEW:

The intent of the Administrative Review is to evaluate the adequacy of the public safety services, which include but are not limited to, police, fire, and any other City services that

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City Council Staff Report
November 12, 2025 -- Page 4
Case CR-2025-0001 – Inspire Sunrise
are necessary for the project. Additionally, the purview of the review includes public welfare (e.g. Health, Safety), compatibility of the project with the surrounding properties, and the fiscal impact of the project. The Project Report has been circulated to the Fire Department and the Department of Engineering Services. In response, the departments provided the following comments:
• Streets & Utilities: Sanitary sewer facilities are available in the vicinity to service the proposed project. North Sunrise Way is a major throughfare and East Alejo Road is a modified collector street (undivided 2 lanes). Both streets have adequate capacity to support the proposed development. The travel lanes on East Alejo Road and North Sunrise Way are paved; however, there is no existing sidewalk on East Alejo Road and partial sidewalk installation has been completed on North Sunrise Way in the areas immediately adjacent to the project site. Recommended conditions of approval have been prepared to address technical compliance relative to both onsite and offsite improvements (Attachment B). • Public Safety: As stated on page 6 of the Project Report (Attachment D), either a CFD (Community Facilities District) will be formed or the project site will be annexed to an existing CFD to fund police and fire services for the project. • Building Permit/Impact Fees: While Tribal projects are typically exempt from the payment of impact fees, the Project Report notes that the project will be conditioned to pay the standard development impact fees that are typically imposed by the City of Palm Springs.
• Taxes and Revenue: Construction of the proposed 62-unit upscale apartment complex in Palm Springs is expected to generate substantial one-time and ongoing fiscal benefits to the City. Based on Palm Springs construction pricing and a projected total valuation of approximately $22–27 million at completion in early 2028, the project would yield an estimated $1.1–1.4 million in local sales tax during construction from taxable materials and supplies. The construction phase is projected to support roughly 100 direct and indirect jobs, resulting in approximately $12 million in local economic output through wages and supply-chain spending.

Additional one-time revenues, including parking and infrastructure fees, are anticipated to contribute roughly $100,000 to the City. Upon completion and occupancy, the project is expected to generate sustained fiscal benefits through annual property tax revenues of $270,000–$340,000, equivalent to roughly $4,000–$5,500 per unit per year. Resident spending will further support the local economy, adding an estimated $45,000–$50,000 in recurring annual sales tax revenue, while surrounding property values and business activity are expected to increase through secondary investment and neighborhood revitalization effects.

Over a 20-year horizon, total local fiscal benefits are estimated to exceed $6–8 million, exclusive of long-term appreciation and inflation.

Considering the fact that the project is conditioned to pay the customary City impact fees and a CFD will be formed for the project (or the project will be annexed to an existing CFD alternatively), the project will not have a significant financial impact on the provision of City services. Development of the project will result in a modest increase to the tax base, while assisting the City in meeting its housing goals.

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STAFF ANALYSIS - CONFORMITY REPORT:

Per the Agreement, the Conformity Report shall detail the conformance of the project to existing City rules and regulations, and the compatibility of the project with surrounding properties. The following tables and discussion provide an analysis of the project relative to the requirements of the Section 14 Specific Plan, Palm Springs Zoning Code (PSZC), and General Plan.

Site Area
Net Acres 4.13 Acres
Gross Acres 5 Acres
Surrounding
Property
Existing Land Use
Per PSZC Chapter

92.00 Existing General
Plan Designation
Existing Zoning
Designation
Subject Property Undeveloped
MDR
(Medium Density
Residential)
MR (Medium
Density Residential)
North Single-Family
Residences
VLDR
(Very Low Density
Residential)
R-1-C (SingleFamily Residential)
South United States Postal
Services MDR MR
East
Multi-Family
Residential
(Americana
Gardens)
MDR
R-2 (Limited
Multiple-Family
Residential)
West
Religious Institution
(United Methodist
Church of Palm
Springs)
MDR
MBR (Medium
Density Residential
Buffer)
Existing Street Improvement Conditions
Street Name Travel Lanes Curb & Gutter Sidewalk
East Alejo Road Y N N
North Sunrise Way Y Y (Partial) Y (Partial)
Pursuant to the Chapter 6 of the Section 14 Specific Plan and PSZC Section 92.03.03 (R-2 Zone Property Development Standards), the following development standards apply:

Standard Required/
Allowed
Provided Compliance
Min. Lot Size (Gross) 20,000 SF 217,800 SF (5
Acres)
Y

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Standard Required/
Allowed
Provided Compliance
Min. Lot Width 170 Feet 259.68 Feet Y
Min. Lot Depth 150 Feet 585.80 Feet Y
Min. Setbacks
• Front (E. Alejo Rd.)
• Side (N. Sunrise Wy.)
• Side (West)
• Rear (South)
25 Feet
30 Feet
25 Feet
25 Feet
30 Feet

43.2 Feet

20.5 Feet

50.6 Feet
Y
Y
N
Y
Max. Lot Coverage 30% 32.5%* N
Min. Open Space 50% 40.7%* N
Max. Building Height 24 Feet 23.5 Feet Y
Building Separation
Distance
15 Feet Varies, with the
proposed shortest
distance of 6 Feet
N
Perimeter Wall Height Max. 4.5 ~ 6 feet,
depending on the
location and
provided setback
6 Feet N**
Entry Gate Height Max. 6 Feet Max. 6.5 Feet Yes, subject to Minor
Architectural
Review
approval***
*Per Table 1 (Development Standards Comparison) of the Project Report (Attachment D). **Nonconforming to the 15-foot-minimum setback requirement and 60%-max lineal length requirement along East Alejo Road and North Sunrise Way only. ***Entry gate above the allowable height may be approved via a Minor Architectural Review per PSZC Section 94.04.00(C)(3)(d).

Pursuant to Section 14 Specific Plan Residential Development Standards (Section 14 Specific Plan, page 6-9) and PSZC Section 92.03.03(C), the General Plan density requirements for the MDR (Medium Density Residential) General Plan land use designation area would apply to the project:

Permitted Density Site Area Units Allowed Units Proposed Compliance

6.1 ~ 15.0 Dwelling
Units/Acre

4.13 Acres
(Net)

25.2 ~ 62.0 62 Units Y

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Pursuant to the Section 14 Specific Plan and PSZC Section 93.06.00, the following parking standards apply:

Parking Requirement
Required Provided
Use SF or #
of Units
Parking
Ratio Reg. Handicap
Reg. Handicap
Comp.

1.25 per Unit
(1 BDR – 30
Units)
Parking for 37.5 20
Residents
62 Units

1.5 per BDR
(2 BDR – 32
Units)
48 84*
Guest
Parking
61 Units 1 per each 4
Units

15.5 27**
TOTAL SPACES REQUIRED 101 131 Y
*Calculated at 42 units x 2 parking spaces.
**Includes 2 handicapped parking spaces.

Pursuant to Chapter 5 of the Section 14 Specific Plan, the following streetscape requirements shall apply:

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Streetscape Requirements
Street Applicable Requirements Compliance
North
Sunrise
Way
•Create 5’ bike lane in both directions.
•Provide a linear sidewalk at least 8’
in width on the west side of the
street.
•Add planted median at Alejo Road,
replant all medians to match.
•Add planting and shade trees along
curb to separate pedestrians from
traffic where feasible.
•Add pedestrian lighting along
corridor.
•Shaded bus shelters where feasible.
• If practicable, maintain bike lanes
through intersection with dashed
striping in accordance with State law.

Partial. There is an existing
sidewalk on the west side of the
street which extends approximately
100 feet from the Sunrise
Way/Alejo Road intersection
towards south; however, the
sidewalk ends at a Sunline transit
stop. The site plan depicts the
extension of the existing 8-footside sidewalk along the project site.

The Project Report does not
include information relating to the
bike lane, landscaped median at
Alejo Road, or pedestrian lighting.

The project proposes the
relocation of the existing Sunline
transit stop; however, its shading
information is not available.

The street frontage along the
project site will be landscaped with
some trees (e.g. Blue Palo Verde,
Chinese Pisache). However, the
trees will be located at the project
site, not along the curb, to
separate pedestrians from the
North Sunrise Way traffic.

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Streetscape Requirements
Street Applicable Requirements Compliance
East
Alejo
Road
• Provide for a meandering 6’ wide
sidewalk (where possible) on the
south side of the street.
• Maintain current right-of-way width
and monitor the need for
implementation of General Plan
traffic lane designations in the
future.
• Additional street trees and
landscape buffers where feasible.
• Add pedestrian lighting.
• Additional landscaping adjacent to
private property residential back
walls.
• Textured crosswalks at Indian
Canyon Drive, Avenida Caballeros
and Sunrise Way.

Partial. The project proposes a
new 8-foot-wide sidewalk;
however, it is a straight sidewalk,
not meandering, as stated in the
Specific Plan. The roadway
classification of the street has
changed from secondary to a
modified collector through the
recent General Plan Amendment
(Palm Springs 2040 General Plan).

The required minimum right-of-way
width has decreased (from 88 feet
to 80 feet) as the result of the
reclassification. Tentative Parcel
Map No. 39368 included in the
Project Report indicates that the
portion of the street adjacent to the
site meets this requirement.

The Project Report does not
include information relating to
pedestrian lighting or crossway
design and material. Perimeter
landscape is proposed along the
street frontage, which functions as
a buffer between the sidewalk and
the nearest residential unit.

DEVELOPMENT STANDARDS – GENERAL:

The General Plan and Specific Plan land use designations of the project site are MDR (Medium Density Residential) and MR (Medium Density Residential), respectively. A variety of housing types, including muti-family residential uses, are intended for the MDR General Plan land use designation area (Palm Springs 2040 General Plan, page 2-12), and the MR land use designation is primarily intended for multi-family residential development up to 15 dwelling units per acre (Section 14 Specific Plan, page 4-6). As analyzed on page 7 of this report, the proposed density is consistent with the intent of the MDR land use designation area as the project proposes a 62-unit multi-family residential development at the density of 15 dwelling units per acre.

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Per Section 14 Specific Plan Chapter 6, page 6-9 (Table 6-3, Residential Development Standards), the R-2 (Limited Multiple-Family Residential) zone development standards (PSZC Section 92.03.03) are applicable to development projects in the MR land use designation area. As analyzed in the table on pages 5 and 6 of this report, the proposed project does not conform to the minimum side yard (west) setback, open space, and building separation distance requirements. Additionally, it exceeds the maximum allowable lot coverage and perimeter wall and gate height limits. Project conformance with additional performance standards is detailed in this section below. Nevertheless, the Tribe is not bound by the development standards of the General Plan and Specific Plan, though the Specific Plan serves as a guiding framework for developments proposed on Tribal Trust lands.

Controlled Access:

The project proposes two (2) access points on the East Alejo Road and North Sunrise Way frontages for primary and emergency vehicular access. Per the Palm Springs General Plan Community Design Element Policy CD 14.6 (Palm Springs General Plan, page 9-34), gated community entries are prohibited. Instead of gates, the General Plan encourages the implementation of design features such as meandering streets, landscaping, and special consideration for site layout to provide privacy and exclusivity.

Staff recommends that the proposed vehicular gates be omitted from the site plan.

Common Open Space:

The Specific Plan requires an open space at the ground level which is ample in size and easily accessible to the residents. Although the proposed open space is 40.7% and it is less than 50% required by the Specific Plan, the building design incorporates private patios for the first-floor units and balconies for the second-floor units. Additionally, the proposed site design includes a dog park and a common area which is equipped with amenities such as a pool, a spa, a BBQ, and shade structures.

Streetscape/Landscape:

The project proposes landscape buffers on the East Alejo Road and North Sunrise Way frontages. The proposed plant materials include Blue Palo Verde and Chinese Pistache as shade trees, in addition to Data Palm and California Palm to accentuate the main entrance on East Alejo Road and as a backdrop of the cultural monument which will be installed at the northeast corner of the development. Additionally, sparse placement of desert plant materials such as Golden Barrel Cactus, Agave, Purple Prickly Pear, and Mexican Tall Grass is proposed along with crushed rocks and boulders. While the landscape plan includes shade trees, they are inadequate to provide microclimate which would provide physical comfort to the pedestrians walking on both street frontages because of their sparse installation pattern. Furthermore, no shade trees are proposed at the northeast corner of the project from which pedestrians crossing the streets could benefit. To enhance pedestrian experience, staff recommends an increase in the amount of shade trees on both street frontages.

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Architectural Features:

The Section 14 Specific Plan (Table 6-3 Residential Development Standards, page 6-9) requires the incorporation of design detail and elements which provide visual character and interest and avoid flat planer walls and box-like appearances. Additionally, the Specific Plan Design Guidelines (Section 14 Specific Plan Design Guidelines, Section

7.2.5, page 7-18) encourage street-facing walls, which extend more than 25 feet horizontally, to be designed with a visual break created by an articulation and/or architectural detailing. The project proposes two different types of materials (precision block & shadow block) for the street-facing wall, in addition to weathered streel raised planters against the wall to add visual interest. The project proposes the installation of a 6-foot-high perimeter wall on the street-facing elevations, which typically requires a 15- foot setback per the zoning code (PSZC Section 93.02.00). At the proposed wall installation location, which appears to provide a 7-foot setback, staff recommends the wall height to be reduced to 5 feet.

Different architectural designs are proposed for the 4-unit and 5-unit apartment buildings, though both designs retain rectangular form throughout for visual consistency and a modern appearance. Design considerations are given to add visual character and interest to the buildings as exemplified by the louvered screen accent, recessed building elevations in selected areas, and the use of vivid colors for the entrance doors. However, the buildings exhibit a strong horizontal profile combined with thick eaves and flat roofline throughout, which contribute to a box-like appearance. Additionally, the architectural treatment of the garage elevations is rather bare and monotonous, and the second-floor windows appear to be out of scale against the background. Finally, the project proposes bright blue, purple, and pink paint for the entry doors as an accent. The use of the accent colors, as proposed, appears insufficient to effectively deliver visual interest or vibrancy to the buildings because the area of the color application is limited and it is not proportional to the scale of the white background of the buildings. Staff is recommending further exploration of building elevation articulation, thickness of the eaves, and the application of the accent colors to address these issues.

Cultural Monument:

The project proposes the installation of a cultural monument at the northeast corner of the project site. The Project Report provides neither the details nor precise installation location of the proposed monument. To ensure that there will be no obstruction in the corner cutback area, staff recommends that the monument be installed in accordance with the requirements of Plam Springs Zoning Code Section 93.02.00(D).

ENVIRONMENTAL ASSESSMENT:

In 2002, an Environmental Impact Report (EIR) and an Environmental Impact Statement (EIS) were prepared for the adoption of the Section 14 Specific Plan. In 2016, an Initial Study (IS) and an Environmental Assessment (EA) were prepared as a part of a comprehensive amendment of the Specific Plan, which analyzed the cumulative environmental impacts of the future development under the amended Specific Plan. The 2016 IS and EA were prepared in accordance with the requirements of the California

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Environmental Quality Act (CEQA) Guidelines and the National Environmental Policy Act (NEPA) regulations as mandated by 40 CFR 1500-1508 and implemented by the Bureau of Indian Affairs (BIA) NEPA Handbook (59 IAM 3-H). An environmental assessment is typically required for a major Tribal action per the Tribal Environmental Policy Act (TEPA); however, the requirement does not apply to the proposed project because the Initial Study and Environmental Assessment, which were prepared as a part of the 2016 Section 14 Specific Plan Amendment, included an environmental analysis for future development.

SUGGESTED CONDITIONS OF APPROVAL:

The City has developed a set of suggested conditions of approval for consideration by the Tribe in its review of the proposed project (Attachment B). These conditions are attached and made a part of this Conformity Report; they include recommendations for compliance with various City and State ordinances and regulations. These conditions are advisory, and they are not binding on the Tribe.

The proposed project partially conforms to the applicable development standards of the Section 14 Specific Plan and the General Plan. However, the Tribe reserves the final decision on this project and is not required to strictly adhere to all of the City’s development standards. In addition to the suggested standard conditions of approval, staff recommends that the Tribe consider the following modifications to the development proposal:

1. Remove two (2) access gates on the East Alejo Road and North Sunrise Way frontages in accordance with the 2007 Palm Springs General Plan Community Design Element Policy CD 14.6 (page 9-34).

2. Install additional shade trees along both street frontages.

3. Install the cultural monument out of the corner cutback area.

4. Further explore the articulation of the building elevations, thickness of the eaves, and the application of the accent colors.

5. Reduce the street-facing perimeter wall height to 5 feet.

FISCAL IMPACT:

As stated on page 4, the construction of the proposed 62-unit upscale apartment complex in Palm Springs is expected to generate substantial one-time and ongoing fiscal benefits to the City. Upon completion and occupancy, the project is expected to generate sustained fiscal benefits through annual property tax revenues of $270,000–$340,000, equivalent to roughly $4,000–$5,500 per unit per year. Resident spending will further support the local economy, adding an estimated $45,000–$50,000 in recurring annual sales tax revenue, while surrounding property values and business activity are expected to increase through secondary investment and neighborhood revitalization effects. Over a 20-year horizon, total local fiscal benefits are estimated to exceed $6–8 million, exclusive of long-term appreciation and inflation.

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REVIEWED BY:

Department Director: Christopher Hadwin
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Vicinity Map
B. Draft Resolution and Recommended Conditions of Approval C. Tribal/City Land Use Coordination Agreements
D. Inspire Sunrise Project Report

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ATTACHMENT A

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Department of Planning Services
Vicinity Map

CITY OF PALM SPRINGS
Case CR-2025-0001
SWC of East Alejo Road & North Sunrise Way (APN: 508-060-017)

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ATTACHMENT B

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RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, APPROVING A
CONFORMITY REPORT FOR A 62-UNIT APARTMENT

DEVELOPMENT ON TRIBAL TRUST LAND AT THE

SOUTHWEST CORNER OF EAST ALEJO ROAD AND
NORTH SUNRISE WAY (APN: 508-060-017,
GOVERNMENT LOT 140); DIRECTING STAFF TO

TRANSMIT THE REPORT TO THE TRIBAL COUNCIL OF
THE AGUA CALIENTE BAND OF CAHUILLA INDIANS; AND

WAIVING THE JOINT MEETING BETWEEN THE CITY
COUNCIL AND TRIBAL COUNCIL (CASE CR-2025-0001)”
WHEREAS, On December 15, 1998, the City Council of the City of Palm Springs (“City”) and the Tribal Council of the Agua Caliente Band of Cahuilla Indians (“Tribe”) entered into a Land Use Coordination Agreement which provides for City review and comment on projects outside of the Land Use Agreement of 1977, while retaining the Tribe’s final approval and authority over projects on Tribal Trust Land.

WHEREAS, On February 3, 1999, the City and the Tribe amended the Land Use Agreement of 1977, which exempted all Tribal lands from the Land Use Agreement of 1977 subject to the aforementioned Land Use Coordination Agreement (“Agreement”).

WHEREAS, On October 17, 2018, the City and the Tribe adopted an Amended and Restated Land Use Contract (“Contract”), superseding all prior agreements relative to Allotted Trust Lands, and reaffirming the authority of the Tribe to establish, impose and enforce land use controls relative to Tribal Trust Lands.

WHEREAS, On October 7, 2025, the Tribe submitted a Project Report to the City for “Inspire Sunrise,” a 62-unit apartment complex (“Project”) at an undeveloped 5-acre site located at the southwest corner of East Alejo Road and North Sunrise Way (APN:
508-060-017, Government Lot 140).

WHEREAS, the Project Report was transmitted to the City for review and comment under the terms of the Agreement. In order to adhere to the review timeline specified by the Agreement, the City and the Tribe have agreed to a combined Administrative Review and Conformity Report in accordance with Section 7 of the Agreement.

WHEREAS, on November 12, 2025, the City Council conducted a public meeting and considered the matter, including the Project Report, the Administrative Review, the Conformity Report, and public testimony.

WHEREAS, the City Council has concluded that the proposed Project is generally consistent with the goals and objectives of the Section 14 Specific Plan, as proposed for amendment, and the City of Palm Springs General Plan, such that it is “...not deemed significant. . .” and also “is found to be conforming” under the terms of the Agreement and such that certain procedures may be waived under Section 7 of the Agreement.”

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Resolution No. _____

Page 2 ends

Palm Springs City CouncilNovember 12, 2025

Palm Springs City Council
November 12, 2025