Agenda packet, regular meeting, second session — Palm Springs City Council, December 10, 2025 (part 4 of 8)

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PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM

1. Name of Entity
Matich Corporation

2. Address of Entity (Principle Place of Business)
1596 Harry Sheppard Blvd, San Bernardino, CA 92408

3. Local or California Address (if different than #2)
13984 Apache Trail, Cabazon, CA 92230

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

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

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

AIRPORT TAXIWAY REHABILITATION
CITY PROJECT NO. 21-27
FEBRUARY 2024

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

Jane Doe 50%, ABC Company, Inc.
[name of owner/investor) [percentage of beneficial interest in entity and name of entitvl
A.

Robert M. Matich 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
D.
[name of owner/investor) [percentage of beneficial interest in entity and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl

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

Date
April 8, 2024
s, Vice President - Estimatin

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

CITY OF PALM SPRINGS- PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

AIRPORT TAXIWAY REHABILITATION
CITY PROJECT NO. 21-27
FEBRUARY 2024

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ATTACHMENT B

CONSTRUCTION AGREEMENT

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Revised 8.9.23 Page 1 of 8

CONSTRUCTION AGREEMENT

MATICH CORPORATION
THIS AGREEMENT made this____ day of _________, 20__ (“Effective Date”) by and between the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the City, and Matich Corporation, a California corporation, hereinafter designated as the Contractor.

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

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

PALM SPRINGS INTERNATIONAL AIRPORT
OUTFALL REPAIR PROJECT, PSP-01
The Work comprises the replacement of the existing security fence for the Palm Springs International Airport Outfall Hangar 18 and the replacement of the existing damaged asphalt pavement.

2. COMMENCEMENT AND COMPLETION
The Work to be performed under this Contract shall commence on the date specified in the Notice to Proceed by the City, and the Work shall be fully completed within 40 working days.

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

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3. CONTRACT PRICE
The City shall pay the Contractor for the completion of the Work, in accordance with the Contract Documents, in current funds the Contract Price(s) named in the Contractor's Bid Proposal and Bid Schedule(s), and any duly authorized Construction Contract Change Orders approved by the City.

The amount of the initial contract award in accordance with the Contractor’s Bid Proposal is FOUR HUNDRED AND FIFTY-ONE THOUSAND AND THIRTY-ONE Dollars ($451,031).

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

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

5. MUTUAL OBLIGATIONS
For and in consideration of the payments and agreements to be made and performed by the City, the Contractor agrees to furnish all materials and perform all work required for the above stated project, and to fulfill all other obligations as set forth in the aforesaid Contract Documents.

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

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

7. NOTICES
All notices shall be in writing and either served by personal delivery or mailed to the other party. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to the City shall be addressed to the City as designated in the Notice Inviting Bids unless the

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Revised 8.9.23 Page 3 of 8
City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier.

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

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

9. PREVAILING WAGES
Contractor agrees to fully comply with all applicable federal and state labor laws including, without limitation California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws").

Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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

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

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

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Revised 8.9.23 Page 4 of 8

12. MISCELLANEOUS
Terms used in this Agreement which are defined in the Standard Specifications and the Special Provisions will have the meanings indicated in said Standard Specifications and the Special Provisions.

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

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

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

Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine.

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

Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

Special Security Requirements at the Palm Springs International Airport:

1. AIRPORT SECURED ACCESS TO WORK AREAS:
a. Criminal history Records Check (CHRC) and TSA Security Threat Assessment (STA) The Contractor will be required to submit the City, prior to the commencement of services, an Authorized Signatory Authority Letter authorizing specific Contractor representatives to approve the issuance of Airport Identification badges and the processing of a fingerprint CHRC and STAs. Electronic links to this letter and the Fingerprint/Badge application can be found on the Airport’s website by clicking on Badging & AOA Permits - Palm Springs International Airport (PSP) - Palm Springs, California
b. Under certain circumstances, and out of the control of the City, security measures may change on short notice. No deviations from any security measure shall be allowed at any time.
c. Restricted Area Access All Contractor personnel who require unescorted access to the restricted areas of the Airport, prior to the issuance of an Airport Identification Badge, must successfully complete a fingerprint based CHRC and Security Threat Assessment (STA). In accordance with CFR 49 1542.209, the CHRC must disclose that the applicant has not been convicted, or found not guilty by reason of insanity,

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of any of the disqualifying crimes listed below or as stated in 49 CFR 1542.209, during the 10 years before the date of the individual’s application for unescorted access authority, or while the individual has unescorted access authority. The disqualifying criminal offenses are as follows:
1) Forgery of certificates, false making of aircraft, and other registration violations; 49 U.S.C. 46306.
2) Interference with air navigation; 49 U.S.C. 46308.
3) Improper transportation of a hazardous material; 49 U.S.C. 46312. 4) Aircraft piracy; 49 U.S.C. 46502.
5) Interference with flight crew members or flight attendants; 49 U.S.C. 46504. 6) Commission of certain crimes aboard aircraft in flight; 46506. 7) Carrying a weapon or explosive aboard aircraft; 49 U.S.C. 46506. 8) Conveying false information and threats; 49 U.S.C. 46507. 9) Aircraft piracy outside the special aircraft jurisdiction of the United States; 49 U.S.C. 46502(b).
10) Lighting violations involving transporting controlled substances; 49 U.S.C. 46315.
11) Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 49 U.S.C. 46314. 12) Destruction of an aircraft or aircraft facility; 18 U.S.C. 32. 13) Murder.
14) Assault with intent to murder.
15) Espionage.
16) Sedition.
17) Kidnapping or hostage taking.
18) Treason.
19) Rape or aggravated sexual abuse.
20) Unlawful possession, use, sale, distribution, or manufacture of an explosive or weapon.
21) Extortion.
22) Armed or felony unarmed robbery.
23) Distribution of, or intent to distribute, a controlled substance; 24) Felony arson.
25) Felony involving a threat.
26) Felony involving:
i) Willful destruction of property;

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ii) Importation or manufacture of a controlled substance; iii) Burglary;
iv) Theft;
v) Dishonesty, fraud, or misrepresentation;
vi) Possession or distribution of stolen property;
vii)Aggravated assault;
viii) Bribery; or
ix) Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year.
27) Violence at international airports; 18 U.S.C. 37.
28) Conspiracy or attempt to commit any of the criminal acts listed.

2. Employee Security Badges All Employees, Agents, Vendors, Invitees, Etc. of the Contractor, or Subcontractors requiring access to the work site shall, in accordance with the PSP Airport Security Plan, be required to display airport issued identification or be under the escort by properly badged personnel. The Contractor must have a minimum of two staff members badged with a Palm Springs International Airport Photo Badge for the full term of the Agreement. These badges will be identified numerically and issued to individual employees with a permanent record maintained on each individual to whom a badge is issued. At the completion of the contract, all badges will be returned to the Airport, or a charge of $100 per badge (subject to change) will be assessed for all badges not returned. As part of the badge application process, each applicant will be fingerprinted for use in an FBI Criminal Records search. Any person whose criminal record reveals offenses listed by the FAA as disqualifying offenses will be denied a badge and will be prohibited from unescorted access to the project site. All required paperwork and ID badge applications shall be submitted a minimum of two weeks before issuance of any badge. The Contractor and its staff are responsible for attending SIDA training and completing security badge application. Attendance of the video-based class and issuance of the badge may take in excess of 4 hours. There will be a $60 charge (subject to change) for the FBI background check and fingerprinting process, and a $65 charge (subject to change) for the badge for a total of $125.00 (subject to change). There will be a $200 charge (subject to change) for lost, stolen, or damaged badges. The Contractor is financially responsible for all badging and fingerprinting fees and training time.

3. Violations - All violations of Airport security are also violations of the City of Palm Springs Municipal Title 16, California Vehicle code and/or the Code of Federal Regulations. Any such violation may result in arrest, the issuance of a citation and/or the immediate revocation of access privileges.
[SIGNATURES ON NEXT PAGE]

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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND

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

CONTRACTOR:

By Date
Signature
By Date
Signature
(2nd signature required for Corporations)
CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL: Date: Item No.

APPROVED AS TO FORM: ATTEST:

By By
City Attorney City Clerk
APPROVED:

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

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

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CITY COUNCIL STAFF REPORT
DATE: DECEMBER 10, 2025 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 25B427 WITH AMERICAN INTEGRATED SERVICES, INC., FOR ON-CALL

HAZARDOUS WASTE DISPOSAL SERVICES
FROM: Scott C. Stiles, City Manager
BY: Department of Public Works
SUMMARY:

This action will approve Contract Services Agreement No. 25B427 with American Integrated Services, Inc., in an amount not to exceed $375,000 for on-call hazardous waste disposal services for the Public Works Department. The agreement will allow the City to ensure compliant, timely, and safe collection, transportation, and disposal of hazardous materials generated at City facilities.

RECOMMENDATION:

1. Approve Contract Service Agreement No. 25B427 (Attachment A) with American Integrated Services, Inc., to provide on-call hazardous waste disposal services for the Public Works Department in an amount not to exceed $375,000 for an initial three-year term, beginning December 11, 2025, through December 10, 2028, with two one-year extension options at the City’s sole discretion; and

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure forms (Attachment B) submitted on October 9, 2025, American Integrated Services, Inc., is registered in the state of California.

BACKGROUND:

The City of Palm Springs Public Works Department requires the services of a qualified and licensed contractor to provide on-call hazardous waste management and disposal services at two City facilities: the Palm Springs Corporate Yard and the Cogeneration Plant. These services include, but are not limited to, the identification, collection,

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City Council Staff Report
December 10, 2025 -- Page 2
Award On-Call Hazardous Waste Disposal Services Contract packaging, transportation, disposal, and/or destruction of various hazardous waste materials generated through City operations.

The selected contractor will be responsible for providing all labor, materials, equipment, and documentation necessary to safely manage hazardous waste in full compliance with EPA, CalEPA, DTSC, OSHA, and all applicable federal, state, and local regulations.

Duties will also include maintaining appropriate manifests and records, ensuring timely pickup and disposal, responding to on-call service needs, and assisting City staff with proper classification and handling procedures as needed.

STAFF ANALYSIS:

An Invitation for Bids (IFB 25-15) was issued by the City’s Procurement and Contracting Department on September 8, 2025, based on specifications provided by the Department of Public Works. Bids were solicited through the City’s procurement vendor portal, PlanetBids, and the IFB was also publicly advertised in The Desert Sun to maximize outreach.

A total of seven (7) bids were received by the October 9, 2025, deadline, as follows:

Vendor Bid
American Integrated Services, Inc. – Wilmington, CA $164,130.30 Safety-Kleen Systems, Inc. – Norwell, CA $221,617.42
Alpha Petroleum Transport Inc II – Corona, CA $230,467.38 HCI Environmental & Engineering – Corona, CA $249,962.70 US Ecology – San Diego, CA $356,788.80
Patriot Environnemental Services, Inc. – Signal Hill, CA $493,088.54 Invert Construction Corporation – Ranch Cucamonga, CA $1,212,469.43 The contract with American Integrated Services, Inc., is an on-call, as-needed type agreement. The bids were used to determine the lowest, responsive, responsible bidder and to set the unit rates for the contract; however, the actual amount of the contract is based on the budgeted amount set by the Department and will therefore not match the bid amounts.

The proposed agreement will maintain fixed unit pricing for the initial three-year term, with pricing subject to a Consumer Price Index (CPI) adjustment for any subsequent extension years. Staff recommends approval of Contract Services Agreement No. 25B427 with American Integrated Services, Inc., in an amount not to exceed $375,000 for the initial three-year term.

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City Council Staff Report
December 10, 2025 -- Page 3
Award On-Call Hazardous Waste Disposal Services Contract 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 the City Council Strategic Plan to provide quality, well maintained infrastructure and facilities.

FISCAL IMPACT:

Sufficient funds are available in Public Works accounts 5206570-40105, 1006515-40105, and 5106560-40105 for Fiscal Years 2025-26 and 2026-27, and will be budgeted in subsequent fiscal years.

REVIEWED BY:

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

A. Contract Services Agreement No. 25B427
B. Public Integrity Disclosure – American Integrated Services, Inc.

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ATTACHMENT A
Contract Services Agreement
No. 25B427 - On-Call Hazardous
Waste Disposal Services

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(BB&K 2024) 1
CONTRACT SERVICES AGREEMENT 25B427

ON-CALL HAZARDOUS WASTE DISPOSAL SERVICES
This Contract Services Agreement (“Agreement”) is made and entered into this 11 day of December, 2025, (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and American Integrated Services, Inc., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a contractor for On-Call Hazardous Waste Disposal Services, (“Project”).

B. Contractor has submitted to City a proposal to provide On-Call Hazardous Waste Disposal Services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. SERVICES OF CONTRACTOR

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

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

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(BB&K 2024) 2
the Contractor’s Proposal. All provisions of the Scope of Services, the City’s Request for Proposals and the Contractor’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2nd) the provisions of the City’s Request for Proposal; (3rd) the terms of this Agreement; and, (4th) the provisions of the Contractor’s Proposal.

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

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

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

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of three hundred seventy five thousand dollars ($375,000.00) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” The method of compensation shall be as set forth in Exhibit “B.” 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 Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

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

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(BB&K 2024) 3

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

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 3.2 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years, commencing on December 11, 2025, and ending on December 10, 2028, unless extended by mutual written agreement of the Parties.

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

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

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

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work);

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and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.

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

4. COORDINATION OF WORK

4.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: John Georgagi, Executive 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 Contractor and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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

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

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

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

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

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

4.5 California Labor Code Requirements.

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

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

5. INSURANCE

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

A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
required
___X__is not required;
(1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new

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policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.

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

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

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

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

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

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

A. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees,

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agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it.

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

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

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

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

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

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

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

I. Requirements of specific insurance coverage features or limits contained 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

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intended by any party or insured to be limiting or all-inclusive.

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

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

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

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

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

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

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

B. "This insurance is primary and non-contributory over any insurance or 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.

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

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

6. INDEMNIFICATION

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

6.2 Design Contract Services Indemnification and Reimbursement.

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

7. REPORTS AND RECORDS

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

Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books

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and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

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

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

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

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

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

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

7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and 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

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to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

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

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

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

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

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

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

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same default or any other default by the other Party.

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

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

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

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement. Intentionally Omitted

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

All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or

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

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

Attention: John Georgagi
1502 E Opp Street
Wilmington, CA 90744
Telephone: (310) 522-1168

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

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

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

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

10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party 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.

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

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

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

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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND AMERICAN INTEGRATED SERVICES, INC.

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

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

City Manager – up to $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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EXHIBIT “B”

SCHEDULE OF COMPENSATION

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EXHIBIT “C”

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ATTACHMENT B
Public Integrity Disclosure

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P. David Herrera 100%, American Integrated Services, Inc.

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CITY COUNCIL STAFF REPORT
DATE: DECEMBER 10, 2025 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 3 TO AGREEMENT NO. A9206 WITH

SAME DAY EXPRESS, DBA SIGNATURE SCULPTURE, FOR CLEANING

AND MAINTENANCE OF PUBLIC ART
FROM: Scott C. Stiles, City Manager
BY: Housing & Community Development
SUMMARY:

This action approves Amendment No. 3 to Agreement No. A9206 with Same Day Express LLC, dba Signature Sculpture, in the amount of $50,000 for a revised contract amount not to exceed $189,799.50 for the cleaning and maintenance of eleven (11) additional public art pieces.

RECOMMENDATION:

1. Approve Amendment No. 3 (Attachment A) to Agreement No. A9206 with Same Day Express, dba Signature Sculpture, for the cleaning and maintenance of additional public art pieces, increasing annual compensation by $50,000 for Fiscal Year 2026, not to exceed a total contract amount of $189,799.50.

2. Authorize the City Manager to execute the amendment.

BUSINESS PRINCIPAL DISCLOSURE:

The Same Day Express, dba Signature Sculpture, business disclosure form is included as Attachment B.

BACKGROUND:

On September 12, 2022, the City of Palm Springs entered into Agreement No. A9206 (Attachment C) with Same Day Express, dba Signature Sculpture ("Signature Sculpture"), for the cleaning and maintenance of public art within the City. The original three-year agreement had a contract price of $128,905. The Agreement was first amended on March 13, 2023 (Attachment D), and on February 3, 2025, Amendment No.

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City Council Staff Report
December 10, 2025 -- Page 2
Approval of Amendment No. 3 to Agreement No. A9206
2 (Attachment E) was approved, increasing the total compensation to $139,799 for the addition of 29 art pieces, and extending the term through August 31, 2027.

On November 6, 2025, the Public Arts Commission approved recommending the approval of Amendment No. 3 to the City Council to increase annual compensation by $50,000 for Fiscal Year 2026, not to exceed a total contract amount of $189,799.50.

STAFF ANALYSIS:

On September 12, 2022, the City of Palm Springs entered into Agreement No. A9206 with Signature Sculpture for the cleaning and maintenance of public art within the City.

The original three-year agreement had a contract price of $128,905.

The agreement has been amended twice previously:
 Amendment No. 1 (March 13, 2023): This amendment added services for the repair of the "Chairman of the Links" art piece, in the amount of $895.00 bringing the total contract price to an amount not to exceed $129,800.  Amendment No. 2 (February 3, 2025): This amendment expanded the scope of work to include seven art pieces at the Palm Springs International Airport, increased compensation by $9,999.50, bringing the total contract amount to $139,799.50 and extended the contract term to August 31, 2027.

The proposed Amendment No. 3 will further revise the scope of services to include the regular cleaning and maintenance of eleven (11) additional art pieces located throughout the City, for a total of 33 art pieces to be cleaned. These new pieces to be added include the Pillars on East Tahquitz Canyon Way, and Creature Alley.

Services for the new pieces, as detailed in the attached Exhibit "A2," will primarily consist of washing with non-ionic soap and deionized water and applying wax. This amendment increases the contractor's compensation by $50,000. This includes $43,480 for Cleaning and Maintenance, plus $6,520 for Emergency Cleaning and Maintenance such as graffiti removal and minor repairs of all artworks in the City’s Public Arts Collection. The total compensation for the agreement, as amended, is for a not to exceed amount of $189,799.50.

This amendment ensures that the City's growing collection of public art is properly and professionally maintained, preserving the condition and longevity of these valuable community assets.

ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA.

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City Council Staff Report
December 10, 2025 -- Page 3
Approval of Amendment No. 3 to Agreement No. A9206
In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15304 "Minor Alterations to Land," Class 4 projects consist of "minor public or private alterations in the condition of land, water, and/or vegetation which do not involve removal of healthy, mature, scenic trees except for forestry and agricultural purposes" and approval of this item is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action is for maintenance of public art which supports Strategic Plan Framework Overarching Principle of Social Equity, Broad Goals of Economic Development, Infrastructure, and Community Services.

FISCAL IMPACT:

This action will increase the total compensation under Agreement No. A9206 by $50,000 in Fiscal Year 2026, for a total contract not to exceed amount of $189,7994.50. Fiscal Year 2026 funds for these services are in the Public Arts Fund budget.

REVIEWED BY:

Department Director: Jay Virata
Assistant City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No. 3 to Agreement No. A9206
B. Public Integrity Disclosure
C. Agreement 9206
D. Amendment No. 1
E. Amendment No. 2

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ATTACHMENT A
AMENDMENT 3 TO CLEANING AND MAINTENANCE AGREEMENT WITH

SAME DAY EXPRESS DBA SIGNATURE SCULPTURE

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Docusign Envelope ID: 40665CE7-6CB9-4B64-994F-E4E8290D3BEA

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Revised: 10.31.23
AMENDMENT NO. 3 TO THE CLEANING AND MAINTENANCE OF
PUBLIC ART AGREEMENT NO. A9206

BETWEEN THE CITY OF PALM SPRINGS AND SAME DAY EXPRESS

DBA SIGNATURE SCULPTURE

1. Parties and Date.

This Amendment No. 3 to the Cleaning and Maintenance of Public Art Agreement is made and entered into as of ________, 2025, by and between the City of Palm Springs (“City”) and Same Day Express dba Signature Sculpture, a Single Member California Limited Liability Corporation with its principal place of business at 79350 Four Paths Lane, Bermuda Dunes, California, (Contractor). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Cleaning and Maintenance of Public Art” dated September 12, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to provide the City with Cleaning and Maintenance of Public Art (“Project”), for an initial three-year term, commencing on September 1, 2022, and ending on August 31, 2025, for an amount not to exceed $128,905.

2.1 Amendment No. 1. On March 13, 2023, Parties entered into Amendment No. 1 to the Agreement to include repair of the art piece, Chairman of the Links, due to damages found during routine cleaning for an additional amount of $895 for a revised contract amount not to exceed $129,800.

2.3 Amendment No. 2. On February 3, 2025, Parties entered into Amendment No. 2 to the Agreement to modify the scope of services to add seven art pieces located at the Palm Springs International Airport to the cleaning schedule, for an additional amount of $9,999.50 for a revised contract amount not to exceed $139,799.50, identify accounts payable process for the Airport, and extend the contract term through August 31, 2027.

2.4 Amendment No. 3. The City and Contractor desire to amend the Agreement to modify the scope of services to add eleven (11) art pieces to the cleaning schedule for an additional amount of $43,480.00, for Fiscal Year 2026, and $6,520.00 for Emergency Cleaning and Maintenance, for a total increase of $50,000, and a revised amount not to exceed $189,799.50.

2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

3.1 Amendment Section 1.1 Scope of Services of the Agreement is hereby amended in its entirety to read as follows:
“1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A”, Exhibit “A1”, and Exhibit

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Docusign Envelope ID: 40665CE7-6CB9-4B64-994F-E4E8290D3BEA

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Revised: 10.31.23
“A2” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A", Exhibit “A1”, and Exhibit “A2” includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.”

3.2 Amendment Section 3.1 Compensation of Contractor of the Agreement is hereby amended in its entirety to reach as follows:
“3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”, Exhibit “A1”, and Exhibit “A2”. The total amount of Compensation shall not exceed $189,799.50.”

3.3 Amendment. Section 3.2 Method of Payment of the Agreement is hereby amended in its entirety to reach as follows:
“3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A”, Exhibit “A1”, and Exhibit “A2” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.”

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement, as previously amended, remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3.

3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

3.6 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]

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Docusign Envelope ID: 40665CE7-6CB9-4B64-994F-E4E8290D3BEA

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Revised: 10.31.23

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM

SPRINGS AND SAME DAY EXPRESS DBA SIGNATURE SCULPTURES
By: ______________________________ By: _____________________________________ Signature Signature
(2nd signature required for Corporations)
Date: _____________________________ Date: ____________________________________ CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _12/10/2025 Item No. _____
APPROVED AS TO FORM: ATTEST:

By: ______________________________ By: _____________________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – up to/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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Docusign Envelope ID: 40665CE7-6CB9-4B64-994F-E4E8290D3BEA

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Revised: 10.31.23
EXHIBIT “A2”
Services: Provide cleaning services for art pieces located throughout the City of Palm Springs.

Scope/Compensation
Pillars East Tahquitz Canyon Way
• Art Piece: Equality
o Service: Washing & Waxing.
o Price: $825.00
• Art Piece: Community
o Service: Washing & Waxing.
o Price: $825.00
• Art Piece: Civility
o Service: Washing & Waxing.
o Price: $570.00
• Art Piece: Diversity
o Service: Washing & Waxing.
o Price: $825.00
• Art Piece: Serenity
o Service: Washing & Waxing.
o Price: $570.00
• Art Piece: Creativity
o Service: Washing & Waxing.
o Price: $825.00
Creature Alley
• Art Piece: Blue Belly Crab - orange (Palm Canyon Dr. & W. Chino Drive) o Service: Wash & Wax.
o Price: $760.00
• Art Piece: Prince - green (Palm Canyon Dr. & W. Chino Drive) o Service: Wash & Wax.
o Price: $760.00
• Art Piece: Red Dragon (Palm Canyon Dr. & W. Chino Drive) o Service: Wash & Wax.
o Price: $760.00

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Docusign Envelope ID: 40665CE7-6CB9-4B64-994F-E4E8290D3BEA

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Revised: 10.31.23
Other Locations
• Art Piece: Crawler (Museum Way)
o Service: Wash & Hand Wax.
o Instructions: Requires scaffold/tall ladders.
o Price: $1,900.00
• Art Piece: TOT (Swim Center)
o Service: Wash
o Price: $225.00
Compensation
FY 2026
New Pieces: 8,845.00
Existing Pieces: 34,635.00
Emergency Cleaning and Maintenance 6,520.00
Annual Total 50,000.00
• Waxing to include several coats of “bowling wax.”
• Washing to be done with a non-ionic soap & deionized water • Contractor to provide all material and supplies needed to complete services.

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ATTACHMENT B

PUBLIC INTEGRITY DISCLOSURE

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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 __________________________ 11
79350 Four Paths Lane, Bermuda Dunes CA 92203
CA
SAME DAY EXPRESS LLC dba Signature Sculpture
BRETT FIORE Type text here
100% INTEREST
Type text here

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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 BRETT FIORE, Owner/Operator
06/20/22

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ATTACHMENT C
AGREEMENT 9206

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CONTRACT SERVICES AGREEMENT A9206

CLEANING AND MAINTENANCE OF PUBLIC ART
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _____________, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Same Day Express dba Signature Sculpture, a Single Member California Limited Liability Corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a art conservator to provide the City with Cleaning and Maintenance of Public Art (“Project”).

B. Contractor has submitted to City a proposal to provide cleaning and maintenance of the city owned public art, under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

AGREEMENT

1. CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.

DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $128,905.00.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

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

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

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

4. PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer.

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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(3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation.

Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of Three years, unless extended by mutual written agreement of the Parties.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Brett Fiore, Owner Operator. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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

5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed.

Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.

Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:

Brett Fiore Owner/Operator
Danny Vergara Supervisor and Patinur
Miguel Cortes Tech 2 and Patinur.

5.6 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

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

Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.

7. INDEMNIFICATION.

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

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

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8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.

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

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

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

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

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

9. ENFORCEMENT OF AGREEMENT

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

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties.

Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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

9.3 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

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

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

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

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following:

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employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Signature Sculpture
Attn: Brett Fiore
79350 Four Paths Lane
Bermuda Dunes, CA 92203

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

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

11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.

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

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

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

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11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM SPRINGS AND SIGNATURE SCULPTURE IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

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

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

By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC 9/8/2022
9/12/2022

1.V A9206 09/01/2022

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EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Performance
And
Schedule of Compensation
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1.1 Background:

There are over 75 pieces in the City’s public art collection, ranging from outdoor sculptures, installations at the Palm Springs Airport, murals, and to art that is on loan to the city. Some pieces are over 30 years old. The City and Public Arts Commission believe the public arts collection beautifies and enriches the City and are dedicated to the maintenance and upkeep of the collection. Cleaning and maintenance issues in the collection may result from our harsh environment, age, graffiti, and the original siting of art.

At this time the City of Palm Springs has prioritized the cleaning and maintenance of certain art pieces. The Contractor will provide the cleaning and maintenance services for these pieces.

1.2 Scope:

A. The Contractor shall provide various levels of cleaning and maintenance of the art pieces outlined below that are located throughout the City to maintain a high standard of cleanliness and appearance for public viewing and enjoyment.

1. Cleaning includes dusting, washing, waxing. It also includes removing graffiti (if graffiti can be removed with standard cleaning procedures), grime, residue from irrigation, bird droppings, gum and other environmental factors according to American Institute for Conservation Code of Ethics and Guidelines for Practice for each work.

2. Maintenance includes work such as removing corrosion, flaking paint, removing/reapplying protective surface / coatings, etc., according to American Institute for Conservation Code of Ethics and Guidelines for Practice for each work.

B. Repairs and Restoration– The Contractor shall repair and restore the pieces that have been identified as needing to be repaired and restoration. This may involve repairing breaks, creating replacement pieces for areas of loss, and filling cracks.

C. The City of Palm Springs relies on the professionalism and competence of the Contractor to be knowledgeable of the general areas identified in this scope of work and to have included 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 amendments to the Contractor’s agreement which do not involve a substantial change from the general scope of work identified in this Scope of Work.

D. The Contractor will be required to provide high resolution color photographs of all artwork of the before and after treatment with their invoice outlining details of work performed and any condition issues encountered as a part of their work.

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E. Due to the security set forth by the TSA, please carefully review the following section below:

WORK REQUIREMENTS FOR SECURED AREA OF AIRPORT
Palm Springs International Airport (PSP) is dedicated to the safety and security of all operations, Landside and Airside. To ensure this, separate procedures have been established for individuals and vehicles entering restricted areas of the Airport.

Contractor will be required to comply with all federal security programs and will be responsible for all time and costs associated with obtaining Security IDs. PSP security compliance will be reviewed with the successful contractor for the project. For purposes of the bid, the average cost to obtain an Airport ID, assuming that an individual qualifies for one, is $95.00 and requires approximately four hours of time and two trips to the Airport.

The PSP “Fingerprint/Badge Application” will be signed by a company representative listed on the “Authorized Signatory Letter”. The signatory verifies and approves the individual application for processing and also thereby confirms that all fees associated with fingerprinting and badge processing will be paid by the company. The fee schedule is available on the Airport website at www.palmspringsAirport.com For more information on badging requirements, please visit:
http://www.palmspringsca.gov/government/departments/aviation-palm-springsinternational-airport-psp/doing-business-at-psp/airport-administration/operationsand-security F. The following Art collection and Locations to be cleaned and maintained are as follows:

1. “Agua Caliente Woman”, Tahquitz Canyon Way and Indian Canyon Way:

Piece – repair needed and then bi-annual cleaning.

2. “Young Basketmaker”, Tahquitz Canyon Way and Sunrise – bi-annual cleaning.

3. “Charlie Farrell”, Palm Springs Airport at El Cielo: Severe calcium damage to lower half of sculpture - needs restoration and then bi-annual cleaning

4. “Help Is on The Way”, In front of Palm Springs Police Station: bi-annual cleaning.

5. “Machine Age, Forget me Not, and Le Campas de Vulcan”, along Kirk Douglas Way – bi-annual cleaning.

6. “The Batter”, Sunrise Park – repainting and repair needed and then bi-annual cleaning.

7. “Wave Rhythms”, Sunrise Park: – bi-annual cleaning.

8. “R.Hero”, 300 Sunrise Way: - repair needed and then bi-annual cleaning.

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9. “Monsieur Pompadour and Mademoiselle Coco” at Palm Springs Animal Shelter: repair needed and then bi-annual cleaning.

10. “Jungle Red”, Warm Sands and Ramon Road – bi-annual cleaning.

11. “Intersecting Cubes”, 803 N. Palm Canyon Drive – bi-annual cleaning.

12. “Lucille Ball”, 100 N. Palm Canyon Drive – bi-annual cleaning and spot waxing.

13. “Chairman of the Links”, 124 S. Palm Canyon Drive: - bi-annual cleaning.

14. “Lawn Chair”, 1466 N. Palm Canyon Drive – bi-annual cleaning.

15. “Standing Woman”, 221 S. Palm Canyon Drive – repair needed and then biannual cleaning.

16. “Whirlwind VI”, Ruth Hardy Park – repair needed and then bi-annual cleaning.

17. “Nines and Elevens”, Demuth Park – repainting needed and then bi-annual cleaning.
.

18. John Clement Pieces: bi-annual cleaning
o Red: “Butch”, 370 San Rafael Drive
o Yellow: “Squeeze”, 538 N. Palm Canyon Drive
o Orange: “Ithiel”, 777 E. Tahquitz Canyon Way

19. Palm Springs Convention Center Pieces (277 North Avenida Caballeros):
o “A Personal History of Palm Springs” – bi-annual cleaning o “The Entertainer” – bi-annual cleaning
o “Sympatico” – bi-annual cleaning and annual waxing
o “Crouching Tiger” - bi-annual cleaning and annual waxing

20. Pieces at the Palm Springs International Airport (3400 Tahquitz Canyon Way):
o Four Chihuly glass pieces - bi-annual vacuuming and cleaning of work and vitrine to maintain quality and improve visual clarity. o Sonny Bono bust – bi-annual cleaning and waxing.
o John F. Kennedy bust bi-annual cleaning and waxing – current condition patina is in poor condition and will need review by conservator to determine repair and maintenance going forward.
o “Balzac” by Christopher Georgesco – biannual cleaning and routine washing.

21. Additional Pieces
o City Hall Dog Park Gate/Fence
▪ “Desert Reflections” by Phil Evans – repair of welded elements and biannual cleaning. o Jackie Lee Houston Plaza, Convention Center
▪ “Audry”, 2002 by John Kennedy – bi-annual cleaning.

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o Palm Springs Library
▪ “RHero” (Red) by Karen & Tony Barone – bi-annual cleaning. o Ruth Hardy Park
▪ “Whirlwind VI” by Gary Slater – bi-annual cleaning.

22. Art Cleaning Allowance – a cleaning allowance has been established that will be used solely at the discretion of the City to authorize additional art cleaning requests on an emergency type basis.

1.3 Compensation:

Work will be compensated on a lumpsum per piece basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the work completed for the previous month as long as a detailed progress report is provided to support the amount requested.

No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

ITEM DESCRIPTION ANNUAL LUMP SUM

CLEANING/

MAINTENANCE

ONE TIME

RESTORATION
1 “Agua Caliente Woman”,
Intersection of Tahquitz
Canyon Way and Indian
Canyon Way
$2,335.00 $3,800.00
2 “Young Basketmaker”,
Intersection of Tahquitz
Canyon Way and Sunrise
$2,800.00
3 “Charlie Farrell”, Palm
Springs Airport entrance at El
Cielo and Tahquitz Canyon
Way, north side
$2,000.00 $3,800.00
4 “Help Is on The Way”, 200 S.

Civic Drive, in front of Palm
Springs Police Station
$2,400.00
5 “Machine Age, Forget me
Not, and Le Campas de
Vulcan”, along Kirk Douglas
Way, between Ramon Road
and Airport
$1,800.00
6 “The Batter”, Sunrise Park $1,000.00 $2,400.00
7 “Wave Rhythms”, Sunrise
Park $2,400.00
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8 “R.Hero”, 300 Sunrise Way
(PS Library) $600.00 $700.00
9 “Monsieur Pompadour and
Mademoiselle Coco” 4575 E.

Mesquite Ave., Palm Springs
Animal Shelter
$900.00 $700.00
10 “Jungle Red”, Intersection of
Warm Sands and Ramon Road $1,800.00
11 “Intersecting Cubes”, 803 N.

Palm Canyon Drive $800.00
12 “Lucille Ball”, 100 N. Palm
Canyon Drive $750.00
13 “Chairman of the Links”, 124
S. Palm Canyon Drive $600.00
14 “Lawn Chair”, 1466 N. Palm
Canyon Drive $600.00
15 “Standing Woman”, 221 S.

Palm Canyon Drive $675.00 $500.00
16 “Whirlwind VI”, Ruth Hardy
Park $815.00 $3,800.00
17 “Nines and Elevens”, Demuth
Park $3,000.00 $7,900.00
18 John Clement Pieces
18A Red: “Butch”, 370 San Rafael
Drive
$600.00
18B Yellow: “Squeeze”, 538 N.

Palm Canyon Drive $800.00
18C Orange: “Ithiel”, 777 E.

Tahquitz Canyon Way $900.00
19 Convention Center Pieces
19A “A Personal History of Palm
Springs”
$600.00
19B “The Entertainer” $595.00
19C “Sympatico” $595.00
19D “Crouching Tiger” $645.00
20 Palm Springs International
Airport Pieces
20A Four Chihuly glass pieces $1,200.00
20B Sonny Bono bust $675.00
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20C John F. Kennedy bust
$675.00
*TBD –
Conservator to
review for
direction
20D “Balzac” by Christopher
Georgesco
$725.00
21 Additional Pieces
21A “Desert Reflections”, City
Hall Dog Park $750.00 $1,400.00
21B “Audry”, Convention Center $600.00
22 Art Cleaning Allowance $4,000.00
Annual Total
Cleaning/Maintenance $34,635.00
Three Year Total
Cleaning/Maintenance $103,905.00
Year One Restoration total $25,000.00
Three-year
Cleaning/Maintenance and
One-time Restoration Total
Plus Allowance
*$128,905.00
*Cost for John F. Kennedy Bust to be restored to be determined at a later date and added to the cost of the one-time restoration expense.

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EXHIBIT “B”

INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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INSURANCE

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
___x_____ is not required;

4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

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

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. A9206" 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. A9206" or "for any and all work performed with the City" may be included in this statement).

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

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

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with DocuSign Envelope ID: 1045F196-70AB-44B9-B993-1700941333BC

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authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.

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ATTACHMENT D
AMENDMENT NO. 1

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Revised: 2.9.22
AMENDMENT NO. 1 TO THE A9206 CLEANING AND MAINTENANCE

OF PUBLIC ART
BETWEEN THE CITY PALM SPRINGS AND SAME DAY EXPRESS dba

SIGNATURE SCULPTURE

1. Parties and Date.

This Amendment No. 1 to the Cleaning and Maintenance of Public Art is made and entered into as of this 13 day of March 2023, by and between the City of Palm Springs (“City”) and Same Day Express dba Signature Sculpture, a Single Member California Limited Liability Corporation with its principal place of business at 79350 Four Paths Lane, Bermuda Dunes, California. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Cleaning and Maintenance of Public Art” dated September 12, 2022 (“Agreement” or “Contract”) for the purpose of retaining the services of Contractor to provide the City with Cleaning and Maintenance of Public Art (“Project”).

2.2 Amendment. The City and Contractor desire to amend the Agreement to include repair of art piece Chairman of the Links due to damages found during routine cleaning.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

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

Exhibit A Item F13. “Chairman of the Links”, 124 S. Palm Canyon Drive: - bi-annual cleaning
“Exhibit A” Item F 13. is hereby deleted in its entirety and replaced with Item F 13. “Chairman of the Links”, 124 S. Palm Canyon Drive: - bi-annual cleaning and repairs needed, attached hereto and incorporated herein by reference.”
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Revised: 2.9.22

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

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

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

3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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Revised: 2.9.22

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS

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

CONTRACTOR:

By: _______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 36B89ADB-5B9E-4BC4-984A-004D397FDA04 3/13/2023
3/15/2023

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ATTACHMENT E
AMENDMENT NO. 2

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Revised: 10.31.23
AMENDMENT NO. 2 TO THE CLEANING AND MAINTENANCE OF
PUBLIC ART AGREEMENT NO. A9206

BETWEEN THE CITY OF PALM SPRINGS AND SAME DAY EXPRESS

DBA SIGNATURE SCULPTURE

1. Parties and Date.

This Amendment No. 2 to the Cleaning and Maintenance of Public Art Agreement is made and entered into as of February 3, 202, by and between the City of Palm Springs (“City”) and Same Day Express dba Signature Sculpture, a Single Member California Limited Liability Corporation with its principal place of business at 79350 Four Paths Lane, Bermuda Dunes, California, (Contractor).

City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Cleaning and Maintenance of Public Art” dated September 12, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to provide the City with Cleaning and Maintenance of Public Art (“Project”). Contract Term: 3-Years; Contract Price: $128,905.

2.1 Amendment No. 1. On March 13, 2023, Parties entered into Amendment No. 1 to the Agreement to include repair of art piece Chairman of the Links due to damages found during routine cleaning for a new total not to exceed $129,800.

2.3 Amendment No. 2. The City and Contractor desire to amend the Agreement to revise the scope of services, increase compensation, update the method of payment, revise the term for the cleaning services for seven art pieces at the Palm Springs International Airport.

2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

3.1 Section 1.1 Scope of Services of the Agreement is hereby amended to include services described in Exhibit “A1” attached hereto and incorporated herein by reference.

3.2 Section 3.1 Compensation of Contractor of the Agreement is hereby amended to increase the contract in the amount of $9,999.50 as more particularly described in Exhibit “A1”. The total amount of compensation shall not exceed $139,799.50.

3.3 Section 3.2 Method of Payment of the Agreement is hereby amended to include services described in Exhibit “A1”.

3.4 Section 4.4 Term of the Agreement is hereby amended in its entirety to read as follows:

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Revised: 10.31.23
“Unless earlier terminated in accordance with Section 4.5 of the Agreement, this Agreement shall continue in full force and effect for a period of five years, commencing on September 1, 2022 and ending on August 31, 2027, unless extended by mutual written agreement of the Parties.”

3.5 All References to Exhibit “A” in the Agreement shall be changed to mean Exhibit “A” and Exhibit “A1”.

3.6 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement, as previously amended, remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.

3.7 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

3.8 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.9 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]

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Revised: 10.31.23

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS

AND SAME DAY EXPRESS DBA SIGNATURE SCULPTURES
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below.

CONTRACTOR:

By: _____________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:

By: ______________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

By: ______________________________ Date:

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

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Revised: 10.31.23
EXHIBIT “A1”
Services:

Provide cleaning services for seven art pieces located at the Palm Springs International Airport (Airport).

Scope/Compensation:

Scope of work per Art Piece:

1. Philip Culbertson (SSTeel)
• Wash: Once every other month (Six Services Annually)
• Wax: Once annually (Waxing includes several coasts of “bowling wax”) • Washing Instructions: Wash with a non-ionic soap & deionized water • Price: $192.25 x 6 = $1,153.50 (Wash: Once every other month) • Price: $275.00 (Wax: Once annually)
• Total: $1,153.50 + $275.00 = $1,428.50 Annually

2. Lawrence Fane
• Wash: Once every other month (Six Services Annually)
• Wax: Once annually (Waxing includes several coasts of “bowling wax”) • Washing Instructions: Wash with a non-ionic soap & deionized water • Price: $192.25 x 6 = $1,153.50 (Wash: Once every other month) • Price: $275.00 (Wax: Once annually)
• Total: $1,153.50 + $275.00 = $1,428.50 Annually

3. Betty Gold
• Wash: Once every other month (Six Services Annually)
• Deep Cleaning Scrub: Once every six months (Two Services Annually) • Wax: Application of wax will be applied as needed during deep cleaning scrub • Washing Instructions: Wash with a non-ionic soap & deionized water • Price: $192.25 x 6 = $1,153.50 (Wash: Once every other month & Wax: As needed during deep cleaning scrub)
• Price: $275.00 x 2 = $550.00 (Deep Cleaning Scrub: Once every six months) • Total: $1,153.50 + $550.00 = $1,703.50 Annually

4. Tom Holland
• Dust: Once every other month (Six Services Annually)
• Dusting Instructions: Dust with feather duster and compressed air followed by damp cloth with plexi cleaner
• Price: $192.25 x 6 = $1,153.50 (Dust: Once every other month) • Total: $1,153.50 Annually

5. Paul Jenkins
• Wash: Once every other month (Six Services Annually)
• Wax: Once annually (Waxing includes several coasts of “bowling wax”) • Washing Instructions: Wash with a non-ionic soap & deionized water • Price: $192.25 x 6 = $1,153.50 (Wash: Once every other month)

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Revised: 10.31.23
• Price: $275.00 (Wax: Once annually)
• Total: $1,153.50 + $275.00 = $1,428.50 Annually

6. Yasui Mizul
• Wash: Once every other month (Six Services Annually)
• Washing Instructions: Rinse off with deionized water to clean the surface without leaving mineral deposits
• Cleaning Instructions: Clean using compressed air used to remove dust, leaves, etc.
• Price: $192.25 x 6 = $1,153.50 (Wash: Once every other month) • Total: $1,153.50 Annually

7. Michael Todd
• Wash: Once every other month (Six Services Annually)
• Wax: every six months (Waxing includes several coasts of “bowling wax”) • Washing Instructions: Wash with a non-ionic soap & deionized water • Price: $192.25 x 6 = $1,153.50 (Wash: Once every other month) • Price: $275.00 x 2 = $550.00 (Wax: Once every six months) • Total: $1,153.50 + $550.00 = $1,703.50 Annually
Total Compensation: $9,999.50 Annually
Additional:
x Invoices for the seven art pieces in this scope of work should be sent to the Palm Springs International Airport invoice email address at [email protected] for payment processing.
x Contractor to provide all material and supplies needed to complete services.

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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
02/04/2025
Inszone Insurance Services, LLC
2721 Citrus Road, Suite A
Rancho Cordova, CA 95742
Certificate Team 877-308-9663 916-400-2625 [email protected] License#: 0F82764 Evanston Insurance Company 35378 SAMEDAY-04 Same Day Express, LLC
DBA: Signature Sculpture, Signature Cleanup
P.O. Box 111
Palm Desert, CA 92261
253899099
A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X
Y 3AA808183 8/1/2024 8/1/2025
2,000,000
Additional Insured on the General Liability. Primary and Non-Contributory on the General Liability.

The aforementioned coverage is provided to the extent in the attached forms for: City of Palm Springs City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 day written notice to the certificate holder.

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MEGL 0009-01 09 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Page 1 of 1 ends

COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 3AA808183

EVANSTON INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

LIQUOR LIABILITY COVERAGE FORM

OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM

SCHEDULE
Additional Premium: $Included (Check box if fully earned ) Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all Coverage Forms.

A. Who Is An Insured is amended to include as an additional insured any person or entity to whom you are required by valid written contract or agreement to provide such coverage, but only with respect to "bodily injury", "property damage" (including "bodily injury" and "property damage" included in the "products-completed operations hazard"), and "personal and advertising injury" caused, in whole or in part, by the negligent acts or omissions of the Named Insured and only with respect to any coverage not otherwise excluded in the policy.

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. The insurance afforded to such additional insured will not be broader than that which you are required by the valid written contract or agreement to provide for such additional insured.

Our agreement to accept an additional insured provision in a valid written contract or agreement is not an acceptance of any other provisions of such contract or agreement or the contract or agreement in total.

When coverage does not apply for the Named Insured, no coverage or defense will apply for the additional insured.

No coverage applies to such additional insured for injury or damage of any type to any "employee" of the Named Insured or to any obligation of the additional insured to indemnify another because of damages arising out of such injury or damage.

B. With respect to the insurance afforded to these additional insured, the following is added to limits of insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the valid written contract or agreement; or

2. Available under the applicable limits of insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable limits of insurance shown in the Declarations.

All other terms and conditions remain unchanged.

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CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1

COMMERCIAL GENERAL LIABILITY
CG 20 01 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available
to an additional insured under your policy
provided that:
(1) The additional insured is a Named Insured
under such other insurance; and
(2) You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to the
additional insured.

POLICY NUMBER: 3AA808183
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CITY OF PALM SPRINGS
3200 E TAHQUITZ CANYON WAY, PALM
SPRINGS, CA 92262
(760) 322-8328

BUSINESS LICENSE CERTIFICATE
Fees Paid: $293.00

ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE

LICENSEE TO OPERATE OR MAINTAIN A BUSINESS
IN VIOLATION OF ANY OTHER LAW OR ORDINANCE.

THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY
NOR OF THE APPLICANT'S QUALIFICATIONS.

Business Name: SIGNATURE SCULPTURE
DBA:

Owner: Signature Sculpture
Mailing Address:

License Number: OC-002301-2023
Expiration Date: 09/30/2025

PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO
RENEW AND UPDATE THIS LICENSE ANNUALLY.

Business Location: PO BOX 111, PALM DESERT,
CA 92261
Business Description: ART MAINTENANCE,

RESTORATION &

INSTALLATION

TO BE POSTED IN A CONSPICUOUS PLACE
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CITY COUNCIL STAFF REPORT
DATE: DECEMBER 10, 2025 CONSENT CALENDAR
SUBJECT: WHISTLEBLOWER HOTLINE REVIEW AND UPDATE
FROM: Scott C. Stiles, City Manager
BY: Jeff Ballinger, City Attorney
SUMMARY:

On September 10, 2025, the City Council approved the City’s response to the Riverside County Grand Jury entitled “City of Palm Springs Lacked Proper Procedures for Vetting and Monitoring of Grants”. As part of our response to the civil grand jury report, the City agreed that by no later than December 31, 2025, it would review and update its policies, regulations, and procedures related to its fraud, waste, and misuse hotline (i.e., “Whistleblower Hotline”).

RECOMMENDATION:

Receive and file this report.

BACKGROUND:

In 2016, the Palm Springs City Council created an Ethics, Transparency and Governmental Reform Task Force comprised of eight working committees that were tasked with researching best practices in government. One of those subcommittees was charged with reviewing and proposing recommendations for improvement regarding the City’s handling of ethical issues that could arise. Within the Ethics, Transparency and Governmental Reform Task Force Final Proposal (“Final Proposal”) dated November 30, 2016 (Attachment A), that was reviewed and discussed by City Council at a study session on December 14, 2016, the subcommittee recommended that the City establish a whistleblower program. (See Final Proposal, pp. 10-12.) As on outcome of that Final Proposal, the City created a Whistleblower Hotline to collect anonymous reports of fraud, waste, and unethical or unlawful conduct.

STAFF ANALYSIS:

Complainants may choose to remain anonymous. Complaints submitted online are routed

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City Council Staff Report
December 10, 2025 -- Page 2
Whistleblower Hotline Review and Update
directly to the City Attorney. In the event a complaint focuses on the City Attorney, the complaint will be submitted to the City Manager.

Tips to the City’s Whistleblower Hotline can be provided in one of three ways: by mailing in a printable form (Attachment B); by email ([email protected]); or by telephone, (760) 322-8341.

The Whistleblower Hotline is not meant to be a substitute for employment-related grievances or complaints by City employees. Existing City policies and procedures provide channels for resolution of these issues. While face-to-face reporting is always the best form of communication, it is not always feasible. The Hotline provides an alternative vehicle for reporting.

The City investigates or refers all complaints received to appropriate authorities.

Complaints pertaining to City employees in the areas of employee relations, discrimination, harassment, safety, workers’ compensation fraud, and related personnel matters are forwarded to the City Attorney for appropriate handling and investigation, which may include the Police Department and/or outside investigators, depending on the nature of the issue and whether criminal conduct is alleged.

The City will not retaliate, nor will it tolerate retaliation against those who, in good faith, report suspected fraud, or waste, or who participate in an investigation of suspected violations. An act of retaliation should be reported immediately to the City Attorney, who will investigate and report potential violations to appropriate authorities. In addition, those who bring matters to the Hotline may be protected through the State of California Whistleblower Protection Act, or other state or federal laws.

The City’s Whistleblower Hotline receives approximately half a dozen to a dozen whistleblower complaints per year. Some of the complaints are not related to fraud, waste, and misuse. For example, some are code enforcement complaints. Others are calling for general governmental information – i.e., “Where can I get this permit?” That said, the City does receive a few complaints every year that pertain to fraud, waste, and misuse, or at least misbehavior that warrants looking into. Those that do are investigated. Those that aren’t are provided the necessary information that they are seeking.

When complaints are made confidentially, that confidentiality affects the investigation and reporting of the outcome. Namely, with anonymous complaints, the City is not able to ask follow-up questions, which could provide more context or even more information to assist in the investigation. Also, if a complaint is made anonymously, the City is unable to report the outcome of the investigation, which may lead the investigating party to believe that nothing was done.

At this time, City staff and the City Attorney do not believe that updates or changes to the City’s Whistleblower hotline are warranted. However, if City Council believes that the

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City Council Staff Report
December 10, 2025 -- Page 3
Whistleblower Hotline Review and Update
program can be enhanced, City staff and the City Attorney’s Office would be more than willing to discuss those and implement what the Council so directs.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the City Council’s Foundational Principle of Advancing Fiscal Sustainability and Organizational Resilience.

FISCAL IMPACT:

There is no direct fiscal impact associated with this receive and file item. If changes are made to the Whistleblower program, those changes may involve associated fiscal impacts.

REVIEWED BY:

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

A. Ethics, Transparency and Governmental Reform Task Force Final Proposal, November 30, 2016
B. Whistleblower Hotline Form

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ATTACHMENT A

ETHICS,

TRANSPARENCY AND

GOVERNMENTAL
REFORM

TASK FORCE

FINAL PROPOSALS

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Ethics, Transparency and Governmental Reform
Task Force

FINAL PROPOSALS
to the

PALM SPRINGS CITY COUNCIL SUBCOMMITTEE
(Mayor Robert Moon and Councilmember Geoff Kors)
November 30, 2016

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2 TABLE OF CONTENTS
Page

1. Ethics……………………………………………………………………. 4

2. Transparency…………………………………………………………... 15

3. Election Reform……………………………………………………….. 58

4. Campaign Finance……………………………………………………. 63

5. Communications………………………………………………………. 73

6. Grants…………………………………………………………………. 76

7. Diversity / Inclusiveness……………………………………………… 90

8. Orientation & Training………………………………………………… 97

MISSION
The Task Force is comprised of eight working committees that will research best practices in government and will bring forward proposals related to the area they are working on to the City Council Subcommittee.

These working committees are charged with ethics/conflicts of interest, transparency, city grants (economic, non-profit and event), communications, diversity/inclusive government, election reform, campaign finance reform, and board member/commissioner orientation. If the Task Force determines there are additional areas that need to be addressed, then new committees will be added as needed. The working committees will be made up of approximately six people each.

The Palm Springs City Council Subcommittee on Ethics, Transparency and Government Reform, comprised of Mayor Robert Moon and
Councilmember Geoff Kors chose the diverse group of Task Force members based on experience and background.

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3 TASK FORCE MEMBERS
Ethics
Renae Carpenter*
Rabbi Sally Olins
Chuck Steinman
Jerry Trussell
Russ Uthe
James Van Dyke
Wallace Skok
Transparency
Linda Dixon*
David Freedman*
Richard Blackhurst
Judy Deertrack
Jim Harvey
Jack Newby
Election Reform
Tobias Wolff*
Gary Soto*
Melanie Brenner
Doug Donenfeld
Stephen Moses
Campaign Finance
Joane Garcia-Colson*
Roger Tansey*
Christopher Heritage
Communications
David Vogel*
Donald Perry*
Charlene Faris
Glenn E. Flood
Barry Schoenfeld
Shon Tomlin
Matthew J. Tully
Alexandra Mazmanian
Grants
Scott Davenport*
Dave Shaw*
Jack Delaney
Bradley K. Ward
Ron Willison
Diversity/Inclusiveness
Lisa Middleton*
Edward J. Dietrich
Roberta Vogel
Les Zendle
Conner Owsley
Orientation & Training
Carl Baker*
Donald Ferguson
John Kearns
Jerry Levin
John Meyer
John Stiles
Bronia M. Sullivan
Tom Switzer
*Chair

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4 ETHICS

INTRODUCTION
The Subcommittee was asked to review and propose recommendations for improvement, if any, regarding the City’s handling of ethical issues that could arise. As a result, the Subcommittee reviewed current city procedures and policies, as well as current policies and procedures used by other governmental entities in California, including state and local government. Since we were asked to review ethical matters, it is helpful to begin with a definition of terms. It has been stated that:

Ethics and politics encourage different sets of behaviors. Ethics is concerned with moral duties and how a person should behave, while ‘all’s fair in love, war and politics’ seems to have its followers. During most of American history, enforcement of ethical standards has relied on public disclosure and an informed electorate. It is a rough, imperfect arrangement…Local Government Ethics Ordinances in California, p. 3, California Research Bureau California State Library CRB-98-002, (March 1998) (hereafter, “Local Ethics Ordinances”).

The emphasis on public disclosure finds expression in California’s Political Reform Act of 1974 (hereafter “the Act”)
Chapter One of the Act states that ‘the people find and declare’ that ‘state and local government should serve the needs...of all citizens equally, without regard to their wealth.’ ‘Conflict of interest’ is a key concept, for a stated goal of the Act is to ensure that state officials make decisions for the benefit of the community, not for their own enrichment. The foundation is a detailed public disclosure system, whereby designated state and local public officials disclose their income and assets. The concept is that when public officials regularly disclose their personal financial status, citizens and the press are able to judge their actions and hold them accountable when personal interest appears to conflict with governmental responsibilities.” Id., p. 9. (Emphasis added.) The Subcommittee acknowledges the emphasis on disclosure in regard to the recommendations it has made below.

A. FINANCIAL DISCLOSURE
The Subcommittee first considered the subject of financial disclosures because we were aware of news reports that stated the prior Mayor allegedly executed a contract with a company affiliated with one of the developers of the downtown development project. While we understand this is a subject under investigation by proper authorities we believed it necessary to review the manner in which members of the City Council handle financial conflicts of interest. The Subcommittee first researched the requirements of state law.

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5 Section 87105 of the Act sets forth the manner in which public officials are required to disclose a conflict of interest. It provides, in part:

Public officials must (i) publicly identify the financial interest that gives rise to the conflict in detail sufficient to be understood by the public; (ii) recuse himself or herself from discussing and voting on the matter; and (iii) leave the room until after the discussion, vote and any other disposition of the matter is concluded, unless the matter has been placed on the portion of the agenda reserved for uncontested matters. (Emphasis added.)

Section 87105, regarding disclosure and recusal in the event of a conflict of interest applies to "a public official who holds an office specified in Section 87200 who has a financial interest in a decision . . . .” (Emphasis added.) Section 87200 defines a public official to include " . . . . mayors, city managers, city attorneys, city treasurers, chief administrative officers and members of city councils of cities . . . ..” Our understanding that state law is applicable to the Palm Springs City Council is confirmed by the California Attorney General Manual, Conflicts of Interest (2010). The Manual discusses the "public officials" who are subject to the Political Reform Act (of which the Conflict of Interest rules are a part). It states:
"The Act applies to “public officials.” (§ 87100.) As that term is used in the Act, it encompasses not only elected and appointed officials in the ordinary sense of the word, but also any “member, officer, employee or consultant of a state or local government agency,” including “other public officials who manage public investments.” (§ 82048; Regulation, § 18701, sub. (b)(1).) Virtually all officers and employees at every level of state and local government are covered, including officials of all special purpose districts in the state. The definition of “public official” also encompasses non-employees who are “consultants” because they perform certain duties much like employees. (Regulation, § 18701, sub. (a)(2).) * * *." Id., p. 8. (Emphasis added.)
Under state law, a “financial interest” arises if "it is reasonably foreseeable that the decision will have a material financial effect, distinguishable from its effect on the public generally, on the official, a member of his or her immediate family, including designated business entities such as a business in which the public official is an employee.”
Even if our understanding of state law is flawed and it is not applicable, the Subcommittee believes conflicts of interests should be disclosed in public and that a Council member having the conflict must recuse himself or herself from any participation in the matter in which the conflict arises. As former Supreme Court Justice Louis Brandeis once wrote: “Sunlight is said to be the best of disinfectants.”

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6 We also reviewed City Code to determine who in the City is responsible for ensuring that proper procedures for conflicts of interests are followed. Of course, individual Council members should be responsible in the first instance to ensure that a conflict of interest is properly disclosed, but we also feel it is important that a person or entity be responsible in case mistakes are made. As far as we can tell, there is no person (or entity) to whom such responsibility has been delegated, unless one assumes that if falls within the general scope of the City Manager’s duties.

We believe public trust would best be enhanced (or restored, as the case may be) by ensuring that a specific person or entity is charged with ensuring that conflicts of interests are handled correctly. Nothing in the current City Code, for example, identifies any specific person to whom that responsibility has been entrusted.

At a minimum, the City Attorney should advise the Council of the proper procedures to take. This assumes, of course, that the City Attorney is aware of the issue. We are hopeful that the upcoming selection of an in-house City Attorney will permit City Council members and others in positions of responsibility to consult with the City Attorney about the proper actions to take without having to be concerned about the risks of increased legal fees.

We also believe that if the City Manager becomes aware of a conflict of interest prior to a Council session the City Manager should inform the City Attorney and the Council that the conflict has arisen, inform them of the appropriate procedures by which it will be handled and recommend that the affected Council member consult with the City Attorney if he or she has not already done so.

Based on this review and understanding the subcommittee unanimously recommends the following:
 Palm Springs should update the City's Conflict of Interest Code so as to make clear that no public official shall participate in, make decisions, or in any way attempt to use, his or her official position to influence a governmental decision of a matter in which he or she knows, or has reason to believe he or she has a financial interest. CA Govt Code Sec. 87100, et seq. Any such revision to the City's Conflict of Interest Code should specifically require any conflicted official to expressly disclose any such situation in public and openly comport their conduct with the recusal guidelines set forth in CA Govt Code Sec. 87105.
 Inherent in this recommendation is the concept that "a financial interest" includes the situation where a matter involves a party from whom the government official received directly or indirectly compensation of any kind or any other consideration (including campaign donations) greater than $250.00 in value within 12 months prior to the time the decision on the matter in question is made. CA Govt Code Sec. 87103 and the regulations promulgated pursuant to the Political Reform Act of 1974, as amended.

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7  Finally, we recommend the City identify in City Code the person (or entity) responsible for ensuring that all local officials and employees adhere to City Code conflict of interest provisions for review and enforcement. This should also include elected and specified 87200 officials (Mayor, Council members, Planning Commission members, etc.) being subject to local review and enforcement in addition to the currently required review and enforcement by the California Political Fair Practice Commission.

B. IMPROVING ETHICS ADMINISTRATION AND ENFORCEMENT
The Subcommittee reviewed City Code to understand current operational guidelines in regard to ethics administration and enforcement.

As in the case with handling conflicts of interest, the Subcommittee was unable to find that any particular person or entity is responsible to ensure that city employees, including elected officials, act in an ethical manner. By “ethical manner” we mean that city employees are required to act in accordance with state and federal and local laws, codes, and ordinances on a variety of subjects.

To address this apparent lack of ethics administration, the Subcommittee considered a number of different options and reviewed how other cities handle such issues. The responsibilities of a new Ethics entity would include Ethics Code Review (currently City Council), Ethics Code Compliance Filing (currently City Clerk), Ethics Code Limited Administration (currently City Manager), Enforcement (not currently defined), and Ethics training and education. In addition, as discussed elsewhere by our Subcommittee, Section 87200 provides that elected and specified officials should also be subject to local ordinance for review and enforcement in addition to State Fair Political Practice Commission review and enforcement.

A report by the Institute for Local Governments Everyday Ethics for Local Officials – Understanding the Role of Ethics Commissions, (December 2007) presents considerations for establishing an ethics entity or commission (See Reference 2).

1. Overall Goal
As in several of the cities described in the Institute’s report, creating an independent ethics review mechanism often follows a public scandal and the desire by the community to prevent such situations from happening in the future. The report suggests an Ethics Task Force much as has been created in Palm Springs “that brings the community’s voice to the table about ethics in public service” (p. 2).

The report also states that cities may need to adopt new ordinances in parallel with creating enforcement mechanisms, such as more recently enacted state Campaign Finance measures and making elected and specified Section 87200 officials subject to local ordinances as well as state law.

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8 2. Types of Ethics Entities
The Institute for Local Governments report lists four basic ethics implementation options and details the fourth, Ethics Commissions. Our Subcommittee recommends taking the next step by creating a standing Ethics Committee and Whistleblower Hot Line. Then with the guidance of the Ethics Committee Palm Springs would develop an ordinance that could create a quasi-independent Ethics Commission. A summary of these entities is as follows:
(a) Ethics Task Force
A body convened to accomplish a specific task relating to ethics, typically making policy recommendations on ways to enhance the culture of ethics. The task force is usually disbanded after it has made its recommendations or accomplished its task. (This is the Ethics, Transparency and Government Reform Task Force that has been created by Palm Springs Mayor Rob Moon and Councilman Geoff Kors.)
(b) Ethics Committee
A standing body designed to be a source of advice on policy implementation and support for ethics. An ethics committee can also play an educational role. (This could be the next step to move forward to implement an improved ethics review and enforcement mechanism.)
(c) Ethics Hotline/Whistleblower Complaints – Ombudsperson An ombudsperson or separate agency (as in Palm Desert) can serve as a sounding board for public officials on public service ethics dilemmas. In the private sector, many large companies provide such a source of advice for their people. This kind of position can also play an educational and training role. (This could be an interim mechanism along with the Ethics Committee prior to establishing by ordinance an ongoing Ethics Commission.) (d) Ethics Commission
A standing body with delegated authority to interpret and enforce the jurisdiction’s ethics regulations. An ethics commission can also play a role in training and education. (This may require a city ordinance or charter reform and possibly a vote by our citizenry. It could also incorporate the Ethics Hotline and other provisions as spelled out in more detail below.)

3. Options for creating an Ethics Commission
An Ethics Commission is a quasi-independent body that provides local oversight and enforcement of Political Reform Act ethics laws much as the Fair Political Practices Commission (FPPC) does for elected and specified Section 87200 officials. Public trust is gained by assigning ethics enforcement to an independent commission or entity.

Providing ethics advice, training and education can also be the responsibility of such a body.

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9 (a) Ethics Commission Duties and Responsibilities
The Institute for Local Governments compares the different roles and responsibilities in six California jurisdictions that have Ethics Commissions (Reference 2, Table 1, p. 4). Based on a review of those jurisdictions, an outline of what might be appropriate for Palm Springs is as follows:
(1) Administers monitors and enforces city-enacted laws concerning campaign finance, statements of economic interests, conflicts of interest and gifts, lobbying registration proposed by the commission and adopted by the City Council (San Diego).
(2) Prescribes forms for reports, statements, notices and other documents related to campaign financing, conflict of interest, lobbying and ethics (Oakland).
(3) Makes recommendations to the City Council on city campaign and ethics laws (San Jose).
(4) Commission may investigate allegations of violations of city campaign and ethics laws (San Diego).
(5) Conducts investigations, audits and public hearings (Oakland). (6) Imposes penalties and fines as provided by ordinance (Oakland). (b) Resources Available to Support an Ethics Commission A key question for Palm Springs will be the amount of resources to be made available to an ethics enforcement mechanism. For large cities, this can involve a large investigative staff and significant budget. However, this is not always the case and the independent commission can have staff support through the City Clerk, City Manager, or the City Attorney (Reference 2, Table 4, p. 9). For example:
(1) Number of Staff (full time equivalents) – No staff (City Clerk’s office provides administrative assistance as needed) (San Jose and Berkeley). The other cities have from 6 to 20 staff assigned; and
(2) Annual Budget – No separate budget (San Jose and Berkeley). The other cities range from $280,000 to $2,600,000. (Palm Springs will need some budget established for complaint follow-up and investigations.); and (3) Commission & Staff Relations –
a. City Council has authority to retain an independent and neutral evaluator, selected by the commission to review and investigate complaints filed with the commission. The City Council must appropriate funds for this purpose. (San Jose)

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10 b. City Attorney provides legal advice but does not participate in investigations or review of complaints. (San Jose)
c. City Manager or his or her designee(s) provides the commission with staff assistance as necessary to permit the commission to fulfill its functions and duties. (Oakland)
d. Commission meetings staffed by the office of the City Clerk. (San Jose) (c) Comparison of California City Ethics Commissions
Based on a comparison of ethics codes in California cities, Local Government Ethics (Reference 3) states:

A study of government ethics agencies in the United States concludes that “...the great weakness in the regulation of ethics in this country is not so much the provisions of the law, but the lack of concern for their administration and enforcement.” Independent regulatory agencies are critical to proper administration of ethics laws, but those agencies are generally “...too small, too weak and insufficiently independent.” Effective ethics agencies exhibit three characteristics:
 Independence (insulated from undue political influence; control over staff)  Adequate guaranteed annual budgets
 Enforcement powers (advisory opinions, investigations, and sanctions) Id., 33
An updated and parallel report that provides examples of Ethics Commissions, Ethics Commissions in California Cities was prepared by Emily Pears, California Common Cause February 12, 2009. (Reference 4.)
C. WHISTLE BLOWER COMPLAINTS AND PROTECTIONS
Related to defining responsibilities for ethics compliance is the provision for making, receiving and investigating ethics complaints as well as the protections for “whistle blowers.” Whatever administration and enforcement mechanism is selected, a whistleblower hotline should be an important provision and included in the definition of responsibilities.

Palm Desert City Council recently established an ethics whistleblower hotline.

As reported by Sherry Barkas, The Desert Sun, May 12, 2016:

The establishment of an ‘ethics hotline’ employees can use to anonymously report wrongdoings with City Hall received unanimous approval Thursday from Palm Desert City Council. The hotline could be run by an outside agency, which has yet to be determined, at a cost of

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11 about $1,500 per year…based on its use by private sector companies and other cities including San Jose, Los Angeles and San Diego…” according to Palm Desert Resources Manager Lori Carney. Id.

Key factors to consider are:
(1) Protection: Palm Springs should consider adoption of an ordinance that protects whistle blowers from retaliation and creates a position or designate a person to whom complaints can be made outside the normal chain of command, such as an ombudsman or Ethics Commission.
(2) Location: Palm Springs should consider creation of a place/person/outside agency/ hotline to whom whistle blowers can anonymously report.
(3) Program Implementation: The options as to which City entity is responsible for handling whistleblower complaints will depend on (1) whether an ombudsperson and/or Ethics Committee or Commission is established. This person or entity could hear complaints related to City officials or external cityrelated issues, and (2) whether the current Personnel Board will hear and review complaints related to personnel or internal city-related issues.

Palm Springs should also consider the following pros and cons regarding adopting a whistleblower program:

PRO:

1. Reinforces the City Council and City Manager's commitment to high standards of openness, accountability, integrity and honesty in its business dealings;

2. Enables staff, employees, and other stakeholders to raise and disclose concerns internally and at a high level on an anonymous basis if the staff person, employee, or other stakeholder observed certain conduct he or she has reason to believe constitutes malpractice, malfeasance, illegality or impropriety, actual violations of City's policies, dangers to the health or environment, unethical behavior, all without fear of reprisal arising from the disclosure.

3. Encourages employees, staff, and other stakeholders to air their concerns within the City's procedures for such disclosures, rather than air their concerns and complaints outside the City – i.e., helps avoid the risk of negative publicity.

CON:

1. May have the unintended result that employees, staff, and other stakeholders believe they can utilize the policy to second guess financial and business decisions taken by the City Council or the City Management in good faith.

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12 2. There is a risk that employees and staff whose ordinary-course-of-business job performance is unacceptable or below management’s expectations will use the whistle blower policy to insulate themselves from legitimate disciplinary action or loss of employment – i.e., they might use the policy's promise of insulation from reprisal to ensure continuation of their own employment.

3. It could create complexities for the City with respect to financial disclosure obligations and could create risks relevant to the City's ability to comply with any relevant data protection laws or privacy rights of individuals.

Notwithstanding the “cons” listed above the subcommittee recommends the establishment of a whistleblower program as soon as possible.

D. TRAINING
Palm Springs should adopt additional mandatory training on conflict of interest issues and that it keep public records of persons attending the training. “Comprehensive education and enforcement structures are important, and often neglected, components of an effective ethics program.” Local Government Ethics, Id., p.6
California Government Code section 53235 requires ethics training for specified local government officials. The training can consist of self-study materials, an online course, or in-person training. The California Attorney General’s Office anticipates that an online training course may be developed to satisfy core curriculum requirements, but additional local training would still be necessary to address purely local issues.

Palm Springs should adopt additional mandatory training on conflict of interest issues and keep public records of persons attending the training. The city web site should list all completed ethics training. In addition to the online course that is required, the mayor and council members should consider an annual "Ethics Seminar" for individuals in key positions.

E. MAKE CONFLICT OF INTEREST INFORMATION AVAILABLE ON THE

INTERNET
Although we understand a separate subcommittee is making suggestions regarding transparency in government, we recommend the Palm Springs city website be updated regarding ethics.

An example can be found on the City of Santa Barbara’s webpages devoted to Transparency and Ethics, and could provide links to the Fair Political Practices Commission’s legislation, guidelines, training handbooks, instructions and forms. See http://www.santabarbaraca.gov/gov/transparency/conflict.asp

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13 Finally, Palm Springs should consider posting certain financial disclosures on the Internet to make them more readily available. This would include Officials listed in the Act and includes, at the municipal level, mayors, city managers, city attorneys, city treasurers, chief administrative officers and members of city councils of cities, members of planning commissions, and other public officials who manage public investments, and to candidates for any of these offices at any election. For all other City officials, financial disclosure statements are filed with the City Clerk and should be available on request as public records.

CONCLUSION
The subcommittee appreciates the time and efforts of the City Council in creating the Task Force and the feedback we received from other subcommittee members as we discussed various options and proposed recommendations. We are available, willing, and would be glad to discuss with City Council members any of our final recommendations and the reasons that led to them.

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14 REFERENCES

1. Political Reform Act, 2016, Fair Political Practices Commission http://www.fppc.ca.gov/content/dam/fppc/NSDocuments/LegalDiv/The%20Political%20Reform%20Act/2016-act-final.pdf

2. Institute for Local Governments Everyday Ethics for Local Officials – Understanding the Role of Ethics Commissions, December 2007 http://www.westerncity.com/Western-City/December-2007/Understanding-theRole-of-Ethics-Commissions/

3. California Research Board, California State Library Local Government Ethics Ordinances in California, March 1998
http://www.library.ca.gov/crb/98/02/98002.pdf

4. Emily Pears, California Common Cause Ethics Commissions in California Cities, February 12, 2009
http://sacramento.granicus.com/MetaViewer.php?view_id=24&clip_id=2143&meta _id=187310

5. Santa Barbara Website Transparency and Ethics,
http://www.santabarbaraca.gov/gov/transparency/conflict.asp

6. Sherry Barkas, Palm Desert Council Oks Employee Whistleblower Hotline, The Desert Sun, May 12, 2016. http://www.desertsun.com/story/news/local/palmdesert/2016/05/12/palm-desert-city-council-ethics-hotline/84282190/

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15 TRANSPARENCY
The Transparency Subcommittee of the Palm Springs Ethics, Transparency & Governmental Reform Task Force is responsible for making recommendations to the city council in order to heighten the level of city government transparency. In carrying out our responsibility, we have reviewed what other cities in the Coachella Valley and elsewhere in California are doing, as well as best practices as identified in guidance from the State of California (Attorney General’s Office and Fair Political Practices Commission), local government support groups (Institute for Local Government and League of California Cities) and public interest groups (Californians Aware, First Amendment Coalition). Subcommittee members met on numerous occasions, including once with members of the Ethics Subcommittee to ensure a consistent approach.

We have drafted a comprehensive (25-page) Sunshine Ordinance included as Attachment 1 to our final report. Its structure and core provisions are adapted from the sunshine ordinances in effect in other California cities of various sizes. Indeed, the key California laws regulating local government transparency, the Ralph M. Brown Act, the Public Records Act and the Political Reform Act, make no distinction on the size of the local government agency, because government transparency must be a high priority for all cities, large and small.

The Ordinance serves as a “one-stop shop” for all transparency-related issues. It establishes the City’s procedures and policies for public access to meetings, public access to records, transparency on the City’s website and other transparency issues.

The Ordinance also establishes the Palm Springs Transparency Commission, charged, among other tasks, with monitoring compliance with the Ordinance.

We acknowledge that full implementation of the Ordinance and in particular the additional information to be posted on the City’s website will require staff time for the initial set-up and ongoing maintenance, most likely from the City Clerk’s office, the City Attorney and the new Director of Information Technology and Vacation Rental Compliance Officer, whose positions have been funded in the fiscal year 2016-17 budget. We do not expect that additional staff would need to be hired to ensure implementation of the Ordinance.

Although not directly required for implementation of the Ordinance, third party software exists to assist local governments in improving their transparency, both internally for City staff and when communicating with residents, such as generating statistical reports in response to a public records request. Members of the Transparency Subcommittee met on August 9 with a representative of one of the software providers and Geoffrey Kiehl, the City’s Director of Finance and Treasurer. The estimated annual cost of the software provided at the meeting was $23,000 - $33,000, depending on the options selected.

Key recommendations of the Transparency Subcommittee set out in the Ordinance are as follows:

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16 I. Public Access to Meetings
 Policy bodies (including the City Council, any other board or commission enumerated in the Charter, any board, commission, task force or other body created by ordinance or resolution of the City Council, any standing committee of a policy body irrespective of its composition, and any committee or task force of a policy body, whether standing or ad hoc, that is not composed solely of less than a quorum of the members of the policy body) are subject to detailed agenda requirements. If the staff report for the meeting is not available at the time of posting the agenda, the item will be removed from the agenda.
 Passive meeting bodies (including any ad hoc board, commission, committee or body created by the initiative of a policy body, advisory committees or task forces created by the initiative of such body and advisory committees or task forces created by the initiative of the Mayor, a city council member, City Manager or a Department Head) are also subject to certain transparency requirements.
 Every City policy body shall audio record or audio and video record in its entirety every noticed regular meeting, special meeting, study session or hearing open to the public (including the entire public portion of the closed session meeting) held in Council Chamber or a City Hall conference room that is equipped with audio or video recording facilities, except to the extent that such facilities may not be available for technical or other reasons.
 A subsidiary body (i.e., a commission, committee, board, or other body of a policy body), shall be created by Charter, or by ordinance, resolution, initiative or formal action of the policy body at an open and public meeting.

Upon such creation of the subsidiary body, the creating policy body shall in the authorizing ordinance, resolution, initiative or formal action set out the jurisdiction and appoint the members of the subsidiary body, whether it is standing or ad hoc, and establish its specific task and estimated sunset date if it is ad hoc.

 Ad hoc status shall be reserved for any subsidiary body that is charged with accomplishing a specific task in a finite period of time. The subsidiary body shall not have an expected duration longer than 12 months. The subsidiary body shall be decommissioned by formal action of the policy body that created it when the task is completed, or otherwise additional time shall be justified by formal action of the creating policy body if still needed.

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17  The City Clerk shall maintain, keep up to date and post in a central location on the City’s official website a complete list of all subsidiary bodies setting out for each its purpose and members, the date of appointment of its members, whether it is standing or ad hoc, and its specific task and estimated sunset date if it is ad hoc. The list shall specify which subsidiary bodies are committees (i.e., they were formed by the city council or a City board or commission) and which are subcommittees (i.e., they were formed by a committee). In the case of subcommittees, the list shall specify what committee formed the subcommittee.
 Subsidiary bodies, whether standing or ad hoc, shall report back to their creating policy bodies at each meeting of such policy body when the subsidiary body has met in between meetings of the policy body.

Subsidiary bodies should whenever possible submit brief written reports that are included in the agenda packet for the policy body meeting, so the public has the opportunity to provide informed public testimony on the subsidiary body’s work.
 The agendas for regular meetings of a policy body shall be circulated in draft form to the members of the policy body prior to the posting of the agenda. If a member of the policy body believes that participating in the discussion and voting on a proposed agenda item would be a conflict of interest, such member shall consult with the City Attorney on this matter before the agenda is posted. If the City Attorney determines that there would be a conflict of interest, a report identifying the conflict and the relevant federal, state or local legislative provision that results in the recusal should be included in the agenda materials and disclosed at the meeting of the policy body by the affected member prior to the policy body considering the agenda item in question.
 Closed sessions are subject to detailed agenda requirements, including citation of the specific Brown Act subdivision authorizing the item to be discussed in closed session. Closed session decisions shall be reported out in detail, particularly concerning settlement agreements and employee dismissals.
 Closed sessions shall be either audio recorded or audio and video recorded in their entirety and all such recordings shall be retained for at least ten years, or permanently where technologically and economically feasible. The recording shall be maintained by the City Attorney and shall be kept confidential.
 A closed session may not be held to consider the qualifications or engagement of an independent contract attorney or law firm, for litigation services or otherwise, unless discussion in open session concerning those

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18 matters would likely prejudice the position of the City in pending litigation and as a result a closed session is permissible under the Brown Act.  We note the city council’s recent revisions to its meeting procedures reducing public testimony on both agenda items and non-agenda items to two minutes. However, we recommend that the time limit for speaking at public hearings and on other agenda items be three minutes, not two. In addition, the speaker should be allowed, at his or her option, to defer speaking until the point of the meeting where the item is being considered.

Both the three-minute time limit and having public testimony when the agenda item is being considered are standard practices in effect in all of the other Coachella Valley cities, as indicated in Attachment 2.  The consent calendar shall only contain routine items that are noncontroversial in nature and do not need public debate. The Ordinance establishes an exclusive list of items eligible for inclusion in the consent calendar. An item shall not be eligible for inclusion in the consent calendar if a conflict of interest with respect to that item has been identified pursuant to the rules described above. Any member of the city council or staff or a member of the public may request to remove an item from the consent calendar.

II. Public Access to Records
 The Sunshine Ordinance contains detailed provisions on access to public records, including:
o Drafts and memoranda;
o Litigation material;
o Contracts, bids and proposals;
o Budgets and other financial information;
o Appraisals, offers and counteroffers;
o Public employee compensation records.
 A request for a nonexempt public record shall be satisfied no later than the close of business on the day following the request unless the requestor is advised in writing that the request will be answered by a specific future date. The 10 calendar day statutory deadlines are appropriate for more extensive or demanding requests, but shall not be used to delay fulfilling a simple, routine or otherwise readily answerable request.  Members of the city council including the Mayor, the City Manager, the City Clerk, City Attorney, and every Department Head shall keep a detailed daily calendar. Such calendars shall be a public record subject to inspection during normal business hours at the office of the City Clerk to any requester three business days subsequent to the calendar entry date.

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19 A full calendar for any month must additionally be available in electronic format on the City’s official website no later than the tenth day of the subsequent month.
 City council members and City employees may not use personal email accounts to conduct official City business, unless in emergency situations when their City accounts are not accessible. No city council member or City employee may create or send an e-mail using a non-official e-mail account unless such Council member or employee:
o copies an official e-mail account of the Council member or employee in the original creation or transmission of the e-mail; or o forwards a complete copy of the e-mail to an official e-mail account of the Council member or employee not later than five business days after the original creation or transmission of the e-mail.

III. Transparency on the City’s Website
 The City of Palm Springs shall maintain on the City’s official website information that it is required to make publicly available. Each department is encouraged to make publicly available through the City’s website as much information and as many documents as possible concerning its activities. The City shall make reasonable efforts to ensure that its web site is regularly reviewed for timeliness and updated on at least a weekly basis.
 Minutes of meetings of policy bodies shall be posted as soon as possible, but in any event within one week after they have been approved by the policy body.
 A section of the City’s official website shall provide, in an easy to use format, detailed up-to-date information on transparency and ethics, both for individuals and processes. Among the documents that should be on the website are FPPC forms, campaign finance report forms, certifications of ethics training required under AB 1234 for all elected officials and commission and board members, budgets, meeting notices, agendas and staff reports, and names and contact information of appointed staff members and names of members of City boards and commissions and the email contact information of the board and commission chairpersons.

IV. Other Transparency Requirements
 Not later than April 15th of each year the City Clerk shall scan the Form 700s of sitting City Councilmembers, the Mayor, the City Manager, and the City Attorney and members of the Planning Commission and copy

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20 them into the City’s official website. The City Clerk shall also scan all prior Form 700s of such persons retroactive to the beginning of their continuous term so that these required disclosures are readily available to the public for inspection.
 Any lobbyist on behalf of the City who is not a City employee but contracts for economic consideration with the City to represent the City in matters before any local, regional, state, or federal administrative or legislative body must file a detailed report of his or her activities on behalf of the City of Palm Springs on a quarterly basis with the City Clerk's office.  A section of the City’s official website shall provide, in an easy to use format, detailed up-to-date information on short-term vacation rentals, including the short-term vacation rental hotline number and procedures, statistics on currently registered properties, hotline activity and properties subject to enforcement actions, short-term vacation rental regulations, information on support services provided by third parties and a vacation rental FAQ. Members of the Subcommittee were not able to reach a consensus on whether there should be any information specifically identifying registered vacation rental properties on the City’s website by their addresses; however, members did agree that a ”heat map" showing relative concentrations of registered vacation rental properties throughout the city, scaled so as to not reveal individual addresses, should be included on the website.
 A section of the City’s official website shall provide, in an easy to use format, detailed up-to-date information on the City’s procurement and contracting policies, including a summary of the City’s procurement and contracting policies, the City’s goals and objectives in procurement transparency and effective contract monitoring, including its adopted best practices, online access to government procurement contracts and transparency scorecards and ratings.No member of any agency of the city government that affects the rights of private parties through adjudication or rulemaking (such as the Planning Commission, the Historic Site Preservation Board, the Rent Review Commission, the Administrative Appeals Board and the city council when hearing an appeal), nor any interested person, shall conduct an ex parte communication concerning an adjudicative or enforcement proceeding before such agency. An “ex parte communication” is any oral or written communication between a member of the agency and an interested person about a matter within the agency’s jurisdiction that does not occur in a public hearing, study session or other official proceeding, or on the official record of the proceeding on the matter. If an administrative agency member conducts any ex parte communication in violation of the prohibition, he or she shall fully disclose and make public the communication by providing a full report of the communication to the City Clerk, and shall not vote on or otherwise

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21 participate in any proceeding of the agency to which the communication applies. This provision is adapted from proposed SB 1190 concerning the California Coastal Commission, and we believe it is also of relevance in Palm Springs.

V. Transparency Commission
 In order to ensure that the Sunshine Ordinance lives up to its expectations, the City shall create an independent Transparency Commission charged with implementing the Ordinance. Among its duties will be:
o Advise, assist, and make recommendations to the city council on appropriate ways to implement the Sunshine Ordinance;
o Hear and decide complaints by any person concerning alleged noncompliance with the Sunshine Ordinance; o Consider ways to informally resolve those complaints and make recommendations to the city council regarding such complaints; o Develop goals to ensure practical and timely implementation of the Sunshine Ordinance;
o Report in writing to the City Council at least once annually on any practical or policy problems encountered in the administration of the Sunshine Ordinance;
o From time to time as the Commission sees fit, issue public reports evaluating compliance with the Sunshine Ordinance by the City or any department, office, or official thereof;
o Review the Sunshine Ordinance every year and recommend updates to the City Council to take account of developing legislation and best practices.
 All members of the Transparency Commission must have experience and/or demonstrated interest in the issues of citizen access and participation in local government. The initial members shall be selected from among the members of the Ethics, Transparency & Governmental Reform Task Force.

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22 Attachment 1
Palm Springs Sunshine Ordinance
ORDINANCE NO. __

AN ORDINANCE OF THE CITY OF PALM SPRINGS,
CALIFORNIA, ADDING CHAPTER 2.60 OF THE PALM

SPRINGS MUNICIPAL CODE, RELATING TO

TRANSPARENCY IN THE CARRYING OUT OF THE
CITY’S BUSINESS.

City Attorney's Summary
This Ordinance adds Chapter 2.60 of the City's Municipal Code. It establishes the City’s procedures and policies for public access to meetings, public access to records, transparency on the City’s website and other transparency issues. The Ordinance also establishes the Palm Springs Transparency Commission, charged, among other tasks, with monitoring compliance with this Ordinance.

The city council of the City of Palm Springs ordains:

SECTION 1. Chapter 2.60 of the Palm Springs Municipal Code is added to read:

Article I. In General

2.60.010 Findings and Purpose.
(a) The purpose and intent of this chapter is to establish transparency rules in the carrying out of the City’s business in the areas of open meetings, access to public records and other areas critical to carrying out the City’s business in an open and transparent manner. It is also the purpose of this chapter to implement and enforce these requirements by establishing the Palm Springs Sunshine Commission. (b) It is the intent of the city council to promote transparency in City government by laws designed to ensure that the process of making public policy remains visible and to protect the public's interest in open government. (c) Public access to meetings, documents and records of the City of Palm Springs is an essential component of transparency, and as such, failure to allow public access to these meetings, documents and records compromises the strength and integrity of our government.
(d) In order to further the people's right of access to public meetings and records, any exemptions that may be applied to open meetings or the release of public records shall be narrowly construed.

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23 (e) Employees, elected officials, commissions, boards, committees and other agencies within the City of Palm Springs exist to serve the public and to conduct the people's business. The people do not cede to these entities the right to decide what the people should know about the operations of local government. (f) In order to ensure public participation in and scrutiny of the decisions and conduct of City government, meetings of policy bodies must be open and records pertaining to the conduct of the people's business must be readily available to the public, unless exempt from disclosure under the law. There shall be a presumption that the meeting is open and the record sought is public, and the burden shall be upon the policy body or record custodian to articulate with specificity the exemption that applies. (g) The City has a fiduciary responsibility to the people to exercise sound judgment and take great care to be good stewards of their tax dollars and as such, all City expenditures of public funds should be accounted for and fully disclosed where not prohibited by law.
(h) Members of the public should not need to engage in prolonged or burdensome efforts, or need to retain the services of an attorney, to obtain meaningful access to meetings, public records and information. Rather, it is the duty of every officer, official and employee of the City of Palm Springs to ensure prompt and meaningful access to meetings and public records, and to assist the public in obtaining such access.
(i) Honesty, integrity, and openness in the exercise of government authority are fundamental prerequisites to an effective and efficient City government that serves the needs and interests of its citizens.
(j) The city council has determined the provisions of this chapter more appropriately address the specific needs of the City, and this chapter is more effective than the minimum provisions of state law set out in the California Government Code. (k) These provisions are supplementary and additional to the provisions of the Government Code and shall be read and construed as an integral part of the regulations and controls established thereby.

2.60.020. Citation.

This chapter may be cited as the Palm Springs Sunshine Ordinance.

2.60.030. Definitions.

The following words and terms used in this chapter shall be defined as follows:
(a) "Administrative Agency" shall have the meaning assigned to it in Section

2.05.020(2) of the Palm Springs Municipal Code.

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24 (b) "Department Head” includes but is not limited to City Attorney, Director of Community and Economic Development, Director of Finance and General Services, Director of Parks and Recreation, Director of Building and Safety, Director of Planning Services, Fire Chief, Police Chief, Communications Director, Director of Engineering Services, Director of Neighborhood and Community Relations, Director of Human Resources, Director of Information Technology, Procurement and Contracting Manager, Office of Sustainability Manager, and any additional person in a management position that is considered to be an administrative officer as such term is defined in Section

2.05.020(3) of the Palm Springs Municipal Code.
(c) (1) For purposes of Section 2.60.300 of this chapter, except as provided in subdivision (2), an "ex parte communication" is any oral or written communication between a member of an Administrative Agency and an interested person, about a matter within the Administrative Agency’s jurisdiction, which does not occur in a public hearing, workshop, or other official proceeding, or on the official record of the proceeding on the matter.
(2) The following communications are not ex parte communications:
(A) Any communication between a staff member acting in his or her official capacity and any Administrative Agency member or interested person.
(B) Any communication limited entirely to procedural issues, including, but not limited to, the hearing schedule, location, format, or filing date.
(d) "Hotline," "Owner," “Property Watch List,” "Vacation Rental" and "Vacation Rental Registration Certificate" shall each have the meaning assigned to them in Section 5.25.030 of the Palm Springs Municipal Code.
(e) "Meeting" shall mean any of the following:
(1) A congregation of a majority of the members of a Policy Body at the same time and place;
(2) A substantive conversation between or among a majority of the members of a Policy Body concerning an agenda item that does not occur in a public meeting;
(3) A series of gatherings, each of which involves less than a majority of a Policy Body, to hear, discuss or deliberate upon any item that is within the subject matter jurisdiction of the Policy Body, if the cumulative result is that a majority of members has become involved in such gatherings; or

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25 (4) Any other use of personal intermediaries or communications media that could permit a majority of the members of a Policy Body to become aware of an item of business and of the views or positions of other members with respect thereto and to negotiate consensus thereupon. (5) "Meeting" shall not include any of the following:
(A) Individual contacts or conversations between a member of a Policy Body and another person that do not convey to the member the views or positions of other members of the Policy Body upon the subject matter of the contact or conversation and in which the member does not solicit or encourage the restatement of the views of the other members;
(B) The attendance of a majority of the members of a Policy Body at a regional, statewide or national conference or at a meeting organized to address a topic of local community concern and open to the public, provided that a majority of the members refrains from using the occasion to collectively discuss the topic of the gathering or any other business within the subject matter jurisdiction of the City;
(C) The attendance of a majority of the members of a Policy Body at a purely social, recreational or ceremonial occasion other than one sponsored or organized by or for the Policy Body itself, provided that a majority of the members refrains from using the occasion to discuss any business within the subject matter jurisdiction of this body. A meal gathering of a Policy Body before, during or after a business Meeting of the body is part of that Meeting and shall be conducted only under circumstances that permit public access to hear and observe the discussion of members. Such Meetings shall not be conducted in restaurants or other accommodations where public access is possible only in consideration of making a purchase or some other payment of value; or
(D) The attendance of a majority of the members of a Policy Body at an open and noticed meeting of a standing committee of that body, provided that the members of the Policy Body who are not members of the standing committee attend only as observers. (f) "Passive Meeting Body" shall mean:
(1) Any ad hoc board, commission, committee or body satisfying the criteria set out in subdivision 2.60.070(c) of this chapter, created by ordinance, resolution, formal action or initiative of a Policy Body, provided

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26 that it is composed solely of less than a quorum of the members of a Policy Body;
(2) Advisory subcommittees or task forces created by the initiative of an ad hoc body referred to in subdivision (1) above to advise such body on fiscal, economic or policy issues;
(3) Advisory committees or task forces created by the initiative of the Mayor, a single city council member, City Manager or a Department Head to advise such official on fiscal, economic or policy issues; (4) A meeting between the representatives of a Policy Body consisting of less than a quorum of its members that does not constitute a standing committee and representatives of another Policy Body consisting of less than a quorum of its members that does not constitute a standing committee who have been designated by their respective Policy Bodies to exchange information and report back to their respective Policy Bodies; (5) Any group that meets to discuss with or advise the Mayor, a city council member, the City Manager or a Department Head on fiscal, economic or policy issues;
(6) Social, recreational or ceremonial occasions sponsored or organized by or for a Policy Body to which a majority of the body has been invited.
(7) "Passive Meeting Body" shall not include a committee that consists solely of employees of the City created by the initiative of the Mayor, a city council member, the City Manager or a Department Head.
(g) "Policy Body" shall mean:
(1) The city council;
(2) Any other board or commission enumerated in the Charter; (3) Any board, commission, task force or other body created by ordinance, resolution, formal action or initiative of the city council; (4) Any standing committee of a Policy Body irrespective of its composition; for purposes of this subdivision a committee is standing if it has continuing jurisdiction over a particular subject matter and / or if its meeting schedule is fixed by Charter, or by ordinance, resolution or other formal action of the Policy Body that created it;

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27 (5) Any committee or task force of a Policy Body, whether standing or ad hoc, that is not composed solely of less than a quorum of the members of the Policy Body;
(6) A meeting of less than a quorum of the members of a Policy Body who have been designated to meet with less than a quorum of the members of another Policy Body to perform a task, such as the making of a recommendation;
(7) Any advisory board, commission, committee or council created by a federal, State or local grant whose members are appointed by City officials, employees or agents.
(8) "Policy Body" shall not include a committee that consists solely of employees of the City, unless such committee was established by Charter or by ordinance or resolution of the city council.
(h) "Public Information" includes the content of "public records" as defined in the California Public Records Act (Government Code Section 6252), whether provided in documentary form or in an oral communication.

Article II. Public Access to Meetings.

2.60.040. Meetings to Be Open and Public; Application of Brown Act.

All Meetings of any Policy Body shall be open and public and governed by the provisions of the Ralph M. Brown Act of the State of California (Government Code Sections 54950 et. seq.) and of this article. In case of inconsistent requirements under the Brown Act and this Article, the requirement which would result in greater or more expedited public access shall apply.

2.60.050. Passive Meetings.
(a) Gatherings of Passive Meeting Bodies need not be formally noticed, except on the City's website whenever possible, although the time, place and nature of the gathering shall be disclosed upon inquiry by a member of the public. Any agenda actually prepared for the gathering shall be accessible to such inquirers as a public record and posted on the City's website whenever possible. (b) Such gatherings need not be conducted in any particular space for the accommodation of members of the public, although members of the public shall be permitted to observe on a space available basis consistent with legal and practical restrictions on occupancy.
(c) Such gatherings of a business nature need not provide opportunities for comment by members of the public, although the person presiding may, in his or her

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28 discretion, entertain such questions or comments from spectators as may be relevant to the business of the gathering.
(d) Such gatherings of a social or ceremonial nature need not provide refreshments to spectators.

2.60.060. Time and Place for Meetings; Agenda Requirements; Recording of Meetings.
(a) Each Policy Body shall establish by resolution or motion the date, time and place for holding regular Meetings. Standing committees of the city council shall hold regular Meetings at least quarterly.
(b) At least 72 hours before a regular Meeting, a Policy Body shall post an agenda containing a meaningful description of each item of business to be transacted or discussed at the Meeting. Agendas shall specify for each item of business the proposed action or a statement the item is for discussion only. The agenda shall specify the time and location of the regular Meeting and shall be posted in a location that is freely accessible to members of the public. In addition, a Policy Body shall post a current agenda on the City’s official website site at least 72 hours before a regular Meeting. If the Meeting is not needed or needs to be rescheduled, a notice of cancellation or notice of rescheduling should be published in the same manner as an agenda would be published and noticed, including 72-hour notice.
(c) A description is meaningful if it is sufficiently clear and specific to alert a person of average intelligence and education whose interests are affected by the item that he or she may have reason to attend the Meeting or seek more information on the item. The description should be brief, concise and written in plain, easily understood English. It shall refer to any explanatory documents that have been provided to the Policy Body in connection with an agenda item, such as correspondence or reports, and such documents shall be posted adjacent to the agenda or, if such documents are of more than one page in length, made available for public inspection and copying at a location indicated on the agenda during normal office hours. (d) The agendas for regular Meetings of a Policy Body shall be circulated in draft form to the members of the Policy Body prior to the posting of the agenda in accordance with subdivision (b). If a member of the Policy Body believes that participating in the discussion and voting on a proposed agenda item would be a conflict of interest, such member shall consult with the City Attorney on this matter before the agenda is posted. If the City Attorney determines that there would be a conflict of interest, a report identifying the conflict and the relevant federal, state or local legislative provision that results in the recusal should be included in the agenda materials to be provided pursuant to Section 2.60.080(a) of this chapter and disclosed at the Meeting of the Policy Body by the affected member prior to the Policy Body considering the agenda item in question.

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29 (e) Special Meetings of any Policy Body may be called at any time by the presiding officer thereof or by a majority of the members thereof. The notice shall specify the time and place of the special Meeting and the business to be transacted.

Such notice of a special Meeting shall be posted as described in subdivision (b) at least 24 hours before the time of such Meeting as specified in the notice. (f) No action or discussion shall be undertaken on any item not appearing on the posted agenda of a regular or special Meeting, except that members of a Policy Body may respond briefly to statements made or questions posed by persons exercising their public testimony rights, to the extent of asking a question for clarification, providing a reference to staff or other resources for factual information or requesting staff to report back to the body at a subsequent Meeting concerning the matter raised by such testimony.
(g) Notwithstanding subdivision (f), the Policy Body may take action on items of business not appearing on the posted agenda under any of the following conditions:
(1) Upon a determination by a majority vote of the body that an accident, natural disaster or work force disruption poses a threat to public health and safety.
(2) Upon a good faith, reasonable determination by a two-thirds vote of the body, or, if less than two-thirds of the members are present, a unanimous vote of those members present, that (A) the need to take immediate action on the item is so imperative as to threaten serious injury to the public interest if action were deferred to a subsequent special or regular Meeting or relates to a purely commendatory action, and (B) that the need for such action came to the attention of the body subsequent to the agenda being posted as specified in subdivision (b). (3) The item was on an agenda posted pursuant to subdivision (b) for a prior Meeting of the body occurring not more than five calendar days prior to the date action is taken on the item, and at the prior Meeting the item was continued to the Meeting at which action is being taken. (h) Each Policy Body shall ensure that notices and agendas for regular and special Meetings shall include the following notice:

KNOW YOUR RIGHTS UNDER THE PALM SPRINGS SUNSHINE ORDINANCE (Chapter 2.60 of the Palm Springs Municipal Code)
Government's duty is to serve the public, reaching its decisions in full view of the public.

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30 Commissions, boards, councils and other agencies of the City exist to conduct the people's business. This ordinance assures that deliberations are conducted before the people and that City operations are open to the people's review.

FOR MORE INFORMATION ON YOUR RIGHTS UNDER THE PALM

SPRINGS SUNSHINE ORDINANCE OR TO REPORT A VIOLATION OF THE

ORDINANCE, CONTACT THE PALM SPRINGS TRANSPARENCY
COMMISSION.
(i) Each agenda of a Policy Body covered by this chapter shall include the address, area code and phone number, fax number, e-mail address, and a contact person's name for the obtaining further information or how to access documents. (j) Every Policy Body shall audio record or audio and video record in its entirety every noticed regular Meeting, special Meeting, study session or hearing open to the public (including the entire public portion of the closed session meeting) held in Council Chamber or a City Hall conference room that is equipped with audio or video recording facilities, except to the extent that such facilities may not be available for technical or other reasons. Each such audio or video recording shall be a public record subject to inspection pursuant to the California Public Records Act (Government Code Section 6250 et seq.) and shall not be erased or destroyed. The City shall make such audio or video recording available in digital form at a centralized location on the City's web site within 72 hours of the date of the Meeting or hearing and for a period of at least five years after the date of the Meeting or hearing. Inspection of any such recording shall also be provided without charge on an appropriate play back device made available by the City. This subdivision (j) shall not be construed to limit or in any way modify the duties created by any other provision of this article, including but not limited to the requirements for recording closed sessions as stated in Section 2.60.100(c) of this chapter.

2.60.070. Subsidiary Bodies.
(a) A commission, committee, board, or other body of a Policy Body, whether permanent or temporary, decision-making or advisory, created by Charter, or by ordinance, resolution, initiative or formal action of a Policy Body, is itself a Policy Body pursuant to Section 2.60.030(g) of this chapter, unless it qualifies as a Passive Meeting Body as defined in Section 2.60.030(f) of this chapter. (b) A subsidiary body shall be created by Charter, or by ordinance, resolution, initiative or formal action of the Policy Body at a Meeting. Upon such creation of the subsidiary body, the creating Policy Body shall in the authorizing ordinance, resolution, initiative or formal action set out the jurisdiction and appoint the members of the subsidiary body, whether it is standing or ad hoc, and establish its specific task and estimated sunset date if it is ad hoc. Within 30 days after the entry into effect of this chapter, each creating Policy Body shall pass a resolution setting out the information

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31 mentioned above with respect to its subsidiary bodies that existed prior to the entry into effect of this chapter.
(c) Ad hoc status shall be reserved for any subsidiary body that is charged with accomplishing a specific task in a finite period of time. The subsidiary body shall not have an expected duration longer than 12 months. The subsidiary body shall be decommissioned by formal action of the Policy Body that created it when the task is completed, or otherwise additional time shall be justified by formal action of the creating Policy Body if still needed.
(d) The City Clerk shall maintain, keep up to date and post in a central location on the City’s official website a complete list of all subsidiary bodies setting out for each its purpose and members, the date of appointment of its members, whether it is standing or ad hoc, and its specific task and estimated sunset date if it is ad hoc. The list shall specify which subsidiary bodies are committees (i.e., they were formed by the city council or a City board or commission) and which are subcommittees (i.e., they were formed by a committee). In the case of subcommittees, the list shall specify what committee formed the subcommittee.
(e) Subsidiary bodies, whether standing or ad hoc, shall report back to their creating Policy Bodies at each Meeting of such Policy Body when the subsidiary body has met in between Meetings of the Policy Body. Subsidiary bodies should whenever possible submit brief written reports that are included in the agenda packet for the Policy Body Meeting, so the public has the opportunity to provide informed public testimony on the subsidiary body’s work.

2.60.080. Agendas and Related Materials: Public Records. (a) Agendas of Meetings and any other documents on file with the City Clerk or the designated secretary of a particular Policy Body, when intended for distribution to all, or a majority of all, of the members of a Policy Body in connection with a matter anticipated for discussion or consideration at a Meeting, shall be made available to the public. Such documents shall also be made available through the City’s official website at least 72 hours before the Meeting. If the staff report for an agenda item is not available at the time of posting the agenda, the item will be removed from the agenda.

However, this disclosure need not include any material exempt from public disclosure under this chapter.
(b) Records that are subject to disclosure under subdivision (a) and that are intended for distribution to a Policy Body prior to commencement of a Meeting shall be made available for public inspection and copying upon request prior to commencement of such Meeting, whether or not actually distributed to or received by the body at the time of the request.

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32 (c) Records that are subject to disclosure under subdivision (a) and that are distributed during a Meeting but prior to commencement of their discussion shall be made available for public inspection prior to commencement of and during their discussion.
(d) Records that are subject to disclosure under subdivision (a) and that are distributed during their discussion at a Meeting shall be made available for public inspection immediately or as soon thereafter as is practicable. (e) The City Clerk or the designated secretary of a particular Policy Body shall maintain a file, accessible to any person during normal office hours, containing a copy of any letter, memorandum or other communication which the clerk has distributed to or received from a quorum of the Policy Body concerning a matter calendared by the body within the previous 30 days or likely to be calendared within the next 30 days, irrespective of subject matter, origin or recipient, except commercial solicitations, periodical publications or communications exempt from disclosure under the California Public Records Act (Government Code Section 6250 et seq.). (f) A Policy Body may charge a duplication fee for a copy of a public record prepared for consideration at a public Meeting in accordance with Section 2.60.210 of this chapter. Neither this section nor the California Public Records Act (Government Code Section 6250 et seq.) shall be construed to limit or delay the public's right to inspect any record required to be disclosed by that act, whether or not distributed to a Policy Body.

2.60.090. Agenda Disclosures: Closed Sessions.
(a) In addition to the brief general description of items to be discussed or acted upon in open and public session, the agenda posted pursuant to Government Code Section 54954.2, any mailed notice given pursuant to Government Code Section 54954.1, and any call and notice delivered to the local media and posted pursuant to Government Code Section 54956 shall specify and disclose the nature of any closed sessions by providing all of the following information:
(1) With respect to a closed session held pursuant to Government Code Section 54956.7:

LICENSE/PERMIT DETERMINATION:
____________ applicant(s)
The space shall be used to specify the number of persons whose applications are to be reviewed.
(2) With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54956.8:

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33 CONFERENCE WITH REAL PROPERTY NEGOTIATOR
Property:

Person(s) negotiating:

Under negotiation:

Price: ____________ Terms of payment: ____________ Both: ____________ The space under "Property" shall be used to list an address, including cross streets where applicable, or other description or name which permits a reasonably ready identification of each parcel or structure subject to negotiation. The space under "Person(s) negotiating" shall be used to identify the person or persons with whom negotiations concerning that property are in progress. The spaces under "Under negotiation" shall be checked off as applicable to indicate which issues are to be discussed. (1) With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54956.9, either:

CONFERENCE WITH LEGAL COUNSEL
Existing litigation:
____________ Unspecified to protect service of process
____________ Unspecified to protect settlement posture
or:

CONFERENCE WITH LEGAL COUNSEL
Anticipated litigation: ____________ As defendant ____________ As plaintiff
The space under "Existing litigation" shall be used to specifically identify a case under discussion pursuant to subdivision (a) of Government Code Section 54956.9, including the case name, court, and case number, unless the identification would jeopardize the City's ability to effectuate service of process upon one or more unserved parties, in which instance the space in the next succeeding line shall be checked, or unless the identification would jeopardize the City's ability to conclude existing settlement negotiations to its advantage, in which instance the space in the next succeeding line shall be checked. If the closed session is called pursuant to subdivision (d)(2) or (d)(3) of Government Code Section 54956.9, the appropriate space shall be checked under "Anticipated litigation" to indicate the City's anticipated position as defendant or plaintiff

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34 respectively. If more than one instance of anticipated litigation is to be reviewed, space may be saved by entering the number of separate instances in the "As defendant" or "As plaintiff" spaces or both as appropriate. The agenda shall in addition specify the applicable subdivision under subdivision (e) of Section 54956.9 (e.g., three cases as defendant under Section 54956.9(e)(1)).
(2) With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54957, either:

THREAT TO PUBLIC SERVICES OR FACILITIES
Name, title and agency of law enforcement officer(s) to be conferred with:
or:

PUBLIC EMPLOYEE APPOINTMENT/HIRING
Title/description of position(s) to be filled:

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Position and, in the case of a routine evaluation, name of employee(s) being evaluated:
or:

PUBLIC EMPLOYEE DISMISSAL
Number of employees affected:
or:
(3) With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54957.6, either:

CONFERENCE WITH NEGOTIATOR

COLLECTIVE BARGAINING
Name and title of City's negotiator:

Organization(s) representing:
____________ Police officers and firefighters
____________ Miscellaneous Employees
Anticipated issue(s) under negotiation:

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35 ____________ Wages
____________ Hours
____________ Benefits
____________ Working Conditions
____________ Other (specify if known)
____________ All
Where renegotiating a memorandum of understanding or negotiating a successor memorandum of understanding, the name of the memorandum of understanding:
(b) In case of multiple items of business under the same category, lines may be added and the location of information may be reformatted to eliminate unnecessary duplication and space, so long as the relationship of information concerning the same item is reasonably clear to the reader. As an alternative to the inclusion of lengthy lists of names or other information in the agenda, or as a means of adding items to an earlier completed agenda, the agenda may incorporate by reference separately prepared documents containing the required information, so long as copies of those documents are posted adjacent to the agenda within the time periods required by Government Code Sections 54954.2 and 54956 and provided with any mailed or delivered.

2.60.100. Additional Requirements for Closed Sessions.
(a) Prior to any closed session, a Policy Body shall state the general reason or reasons for the closed session and shall cite the statutory authority, including the specific section and subdivision or other legal authority under which the session is being held. In the closed session, the Policy Body may consider only those matters covered in its statement. In the case of regular and special Meetings, the statement shall be made in the form of the agenda disclosures and specifications required by Section 2.60.090 of this chapter. In the case of adjourned and continued Meetings, the statement shall be made with the same disclosures and specifications required by Section 2.60.090 of this chapter, as part of the notice provided for the Meeting. (b) In the case of an item added to the agenda as a matter of urgent necessity, the statement shall be made prior to the determination of urgency and with the same disclosures and specifications as if the item had been included in the agenda pursuant to Section 2.60.090 of this chapter. Nothing in this section shall require or authorize a disclosure of information prohibited by state or federal law. (c) All closed sessions of any Policy Body covered by this chapter shall be either audio recorded or audio and video recorded in their entirety and all such recordings shall be retained for at least ten years, or permanently where technologically and economically feasible. The recording made pursuant to this section is not a public

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36 record subject to inspection pursuant to the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1) or this chapter. It shall be maintained by the City Attorney and shall be kept confidential. The recording shall be available only to members of the city council or, if a violation of the Brown Act or the Palm Springs Sunshine Ordinance or Conflict of Interest Code, is alleged to have occurred, to an authority or authorities with jurisdictional powers to review and render a binding decision on the complaint.

2.60.110. Closed Sessions: Permitted Topics.

A Policy Body may, but is not required to, hold closed sessions:
(a) With the Attorney General, Riverside County District Attorney, Riverside County Sheriff, Palm Springs Police Chief or Palm Springs Fire Chief, or their respective deputies, on matters posing a threat to the security of public buildings or a threat to the public's right of access to public services or public facilities. (b) To consider the appointment, employment, evaluation of performance or dismissal of a City employee, if the Policy Body has the authority to appoint, employ or dismiss the employee or to hear complaints or charges brought against the employee by another person or employee unless the employee complained of requests a public hearing. The Policy Body may exclude from any such public meeting, and shall exclude from any such closed meeting, during the comments of a complainant, any or all other complainants in the matter. The term "employee" as used in this section shall not include any elected official, member of a Policy Body or applicant for such a position or person providing services to the City as an independent contractor or the employee thereof, including but not limited to independent attorneys or law firms providing legal services to the City for a fee rather than a salary.
(c) Based on advice of its legal counsel, to confer with, or receive advice from, its legal counsel regarding pending litigation when discussion in open session concerning those matters would likely prejudice the position of the City in that litigation.

Litigation shall be considered pending when any of the following circumstances exist:
(1) An adjudicatory proceeding before a court, administrative body exercising its adjudicatory authority, hearing officer or arbitrator, to which the City is a party, has been initiated formally; or,
(2) A point has been reached where, in the opinion of the Policy Body on the advice of its legal counsel, based on existing facts and circumstances as set out in Government Code Section 54956.9(e), there is a significant exposure to litigation against the City or the body is meeting only to decide whether a closed session is authorized pursuant to that advice or, based on those facts and circumstances, the body has decided to initiate or is deciding whether to initiate litigation.

A closed session may not be held to consider the qualifications or engagement of an independent contract attorney or law firm, for litigation services or otherwise, unless

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37 discussion in open session concerning those matters would likely prejudice the position of the City in pending litigation and as a result a closed session is permissible under Government Code Section 54956.9. In such case, the agenda shall include the information required by Section 2.60.090(a)(3) of this chapter. (d) With the City's designated representatives regarding matters within the scope of collective bargaining or meeting and conferring with public employee organizations when a Policy Body has authority over such matters. Such closed sessions shall be for the purpose of reviewing the City's position and instructing its designated representatives and may take place solely prior to and during active consultations and discussions between the City's designated representatives and the representatives of employee organizations or the unrepresented employees. A Policy Body shall not discuss compensation or other contractual matters in closed session with one or more employees directly interested in the outcome of the negotiations.

2.60.120. Disclosure of Closed Session Discussions and Actions. (a) After every closed session, a Policy Body may in its discretion and in the public interest, disclose to the public any portion of its discussion that is not confidential under federal or state law, the Charter or non-waivable privilege. The disclosure shall be made through the presiding officer of the body or such other person, present in the closed session, whom he or she designates to convey the information. (b) A Policy Body shall publicly report any action taken in closed session and the vote or abstention of every member present thereon, as follows:
(1) Real Property Negotiations: Approval given to a Policy Body's negotiator concerning real estate negotiations pursuant to Government Code Section 54956.8 shall be reported as soon as the agreement is final.

If its own approval renders the agreement final, the Policy Body shall report that approval, the substance of the agreement and the vote thereon in open session immediately. If final approval rests with another party to the negotiations, the body shall disclose the fact of that approval, the substance of the agreement and the body's vote or votes thereon upon inquiry by any person, as soon as the other party or its agent has informed the body of its approval. If notwithstanding the final approval there are conditions precedent to the final consummation of the transaction or there are multiple contiguous or closely located properties that are being considered for acquisition, the document referred to in Subdivision (c) of this section need not be disclosed until the condition has been satisfied or the agreement has been reached with respect to all the properties, or both.
(2) Litigation: Direction or approval given to the body's legal counsel to prosecute, defend or seek or refrain from seeking appellate review or relief or to otherwise enter as a party, intervenor or amicus curiae in any form of litigation as the result of a consultation pursuant to Government Code

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38 Section 54956.9 shall be reported in open session as soon as given, or at the first Meeting after an adverse party has been served in the matter if immediate disclosure of the City's intentions would likely prejudice the position of the City in pending litigation. The report shall identify the adverse party or parties, any co-parties with the City, any existing claim or order to be defended against or any factual circumstances or contractual dispute giving rise to the City's complaint, petition or other litigation initiative.
(3) Settlement: A Policy Body shall neither solicit nor agree to any term in a settlement that would preclude the release of the text of the settlement itself and any related documentation communicated to or received from the adverse party or parties. Any written settlement agreement and any documents attached to or referenced in the settlement agreement shall be made publicly available at least 10 calendar days before the Meeting of the Policy Body at which the settlement is to be approved to the extent that the settlement would commit the City or a department thereof to adopting, modifying, or discontinuing an existing policy, practice or program or otherwise acting other than to pay an amount of money less than $50,000. The agenda for any Meeting in which a settlement subject to this section is discussed shall identify the names of the parties, the case number, the court and the material terms of the settlement. Where the disclosure of documents in a litigation matter that has been settled could be detrimental to the City's interest in pending litigation arising from the same facts or incident and involving a party not a party to or otherwise aware of the settlement, the documents required to be disclosed by Subdivision (c) of this section need not be disclosed until the other case is settled or otherwise finally concluded. (4) Employee Actions: Action taken to appoint, employ, dismiss, transfer or accept the resignation of a public employee in closed session pursuant to Government Code Section 54957 shall be reported immediately in a manner that names the employee, the action taken and position affected and, in the case of dismissal for a violation of law or of the policy of the City, the reason for dismissal. "Dismissal" within the meaning of this chapter includes any termination of employment at the will of the employer rather than of the employee, however characterized. The proposed terms of any separation agreement shall be immediately disclosed as soon as presented to the body, and its final terms shall be immediately disclosed upon approval by the body.
(5) Collective Bargaining: Any collectively bargained agreement shall be made publicly available at least 15 calendar days before the Meeting of the Policy Body to which the agreement is to be reported. (c) Reports required to be made immediately may be made orally or in writing, but shall be supported by copies of any contracts, settlement agreements or

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39 other documents related to the transaction that were finally approved or adopted in the closed session and that embody the information required to be disclosed immediately shall be provided to any person who has made a written request regarding that item following the posting of the agenda or who has made a standing request for all such documentation as part of a request for notice of meetings pursuant to Government Code Sections 54954.1 or 54956.
(d) A written summary of the information required to be immediately reported pursuant to this section, or documents embodying that information, shall be posted by the close of business on the next business day following the Meeting, in the place where the meeting agendas of the Policy Body are posted.

2.60.130. Public Testimony.
(a) Every agenda for regular Meetings shall provide an opportunity for members of the public to directly address a Policy Body on items of interest to the public that are within the Policy Body's subject matter jurisdiction. (b) Every agenda for regular and special Meetings shall provide an opportunity for each member of the public to directly address the Policy Body on any agenda item before or during the Policy Body’s consideration of the item, provided that no action shall be taken on any item not appearing on the agenda unless the action is otherwise authorized by Section 2.60.060(g) of this chapter. (c) A Policy Body may adopt reasonable regulations to ensure that the intent of subdivisions (a) and (b) are carried out, including, but not limited to, regulations limiting the total amount of time allocated for public testimony on particular issues and for each individual speaker. Each Policy Body shall adopt a rule providing that each person wishing to speak on an item before the body at a regular or special Meeting shall be permitted to be heard once for up to three minutes. For non-public hearing agenda items, these comments may, at the option of the speaker, be deferred until the point of the Meeting where the item is being considered. Time limits shall be applied uniformly to members of the public wishing to testify.
(d) A Policy Body shall not abridge or prohibit public criticism of the policy, procedures, programs or services of the City or of any other aspect of its proposals or activities or of the acts or omissions of the body, on the basis that the performance of one or more public employees is implicated, or on any basis other than reasonable time constraints.
(e) To facilitate public input, any agenda changes or continuances shall be announced by the presiding officer of a Policy Body at the beginning of a Meeting, or as soon thereafter as the change or continuance becomes known to such presiding officer.

2.60.140. City Council Consent Calendar.
(a) An item on the consent calendar for any regular city council Meeting may be removed from the consent calendar for separate discussion and consideration at any

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40 time before a vote on the item is taken. Any member of the city council or staff or a member of the public may request to remove an item from the consent calendar. (b) The consent calendar shall only contain routine items that are noncontroversial in nature and do not need public debate. The following items may be placed on the consent calendar:
(1) Ordinances and resolutions
(A) Second reading (passage and adoption of ordinances); (B) A resolution that is ceremonial in nature;
(C) Ordinances or resolutions that implements a prior city council policy direction in the manner contemplated by the Council’s previous actions in the adopted budget, including capital improvement programs;
(D) Budget amendment ordinances that accept funding to the City such as grants or gifts, provided city council has previously approved the activity or program;
(E) Resolutions approving funding applications by the City, such as grants or loans, provided the program or activity has been previously approved by city council.
(2) Administrative matters:
(A) An action that is merely the administrative execution of previous city council direction. The Council direction and vote should be quoted in the staff report accompanying the item; (B) Contracts for which the subject or scope of work has been previously reviewed by city council;
(C) A contract for goods, general services, professional services (other than with law firms providing legal services to the City) or public work projects that represent the customary and usual business of a department as included in the adopted budget.

Examples include: routine maintenance contracts, annual audit agreement, software and hardware support agreements, janitorial services, copier agreements;
(D) Transfer of funds within an approved departmental budget; (E) Personnel actions within approved budgetary limits and proper authorizations;

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41 (F) Grant applications, provided city council has previously approved the general program or activity;
(G) Filing notices of completion;
(H) Setting dates of public hearings;
(I) Acceptance of improvements and donations;
(J) Approval of agreements, bills and claims, minutes and investment reports.
(c) Notwithstanding subdivision (b) above, an item shall not be eligible for inclusion in the consent calendar if a conflict of interest with respect to that item has been identified pursuant to Section 2.60.060(d) of this chapter. (d) The City Clerk shall ensure that agendas for regular city council Meetings include the following introduction to the consent calendar:

The consent calendar contains routine and non-controversial matters pending before city council, and all items listed may be approved by one motion of the Council unless a request is made by a member of the city council or staff or a member of the public to remove an item for separate discussion and consideration at this time or under Approval of the Agenda. If anyone wishes to speak on or request removal of an item on the consent calendar as listed below, please file a “Speaker Card” with the City Clerk BEFORE that portion of the agenda is called. The title is deemed to be read and further reading waived on any ordinance listed on the consent calendar for introduction or adoption.

Article III. Public Access to Records.

2.60.150. Making a Request for Information.

While a written request often has advantages for the requester and the City, nothing in the California Public Records Request Act requires the request to be submitted in writing. Except when requesting information about pesticides or seeking the addresses of persons arrested or victims of crimes, the City may not require requesters to identify themselves. Furthermore, aside from these two exceptions, the City may not demand to know the purpose of the request as a condition to filling the request.

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42 2.60.160. Public Information That Must Be Disclosed.

Notwithstanding a department's legal discretion to withhold certain information under the California Public Records Act, the following policies shall govern specific types of documents and information and shall provide enhanced rights of public access to information and records:
(a) Drafts and Memoranda. No preliminary draft or memorandum shall be exempt from disclosure under Government Code Section 6254, subdivision (a) if it is kept or filed in the normal course of business. “Normal course of business” means in the inherent nature of the city’s business in question and in the method systematically employed for the conduct of the task in question. Preliminary drafts and memoranda concerning contracts, memoranda of understanding, or other matters subject to negotiation or pending city council approval shall not be subject to disclosure pursuant to this provision until final action has been taken.
(b) Litigation Material. Notwithstanding any exemptions otherwise provided by law, the following are public records subject to disclosure:
(1) A pre-litigation claim against the City (excluding any investigative reports);
(2) A record previously received or created by a department in the ordinary course of business that was not attorney/client privileged or attorney-work product when it was previously received or created. (c) Contracts, Bids and Proposals
(1) All initial City Requests for Proposals ("RFP's") shall be kept in a central repository and shall be made available for public inspection. In addition, RFP's shall be placed on the City's website for a period from the date the RFP was issued to the date that the RFP is due. (2) Contracts, contractors' bids, responses to requests for proposals and all other records of communications between the department and persons or firms seeking contracts shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person's or organization's net worth or other proprietary financial data submitted for qualification for a contract or other benefit. All bidders and contractors shall be advised that information provided which is covered by this subdivision will be made available to the public upon request. Immediately after any review or evaluation or rating of responses to a RFP has been completed, evaluation forms and score sheets and any other documents used by persons in the RFP evaluation or contractor selection process shall be available for public inspection. The names of scorers, graders or evaluators, along with their individual ratings, comments, and score sheets or comments on related documents, shall be

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43 made immediately available after the review or evaluation of a RFP has been completed.
(d) Budgets and Other Financial Information. Budgets, whether tentative, proposed or adopted, for the City or any of its departments, programs, projects or other categories, and all bills, claims, invoices, vouchers or other records of payment obligations as well as records of actual disbursements showing the amount paid, the payee and the purpose for which payment is made, other than payments for social or other services whose records are confidential by law, shall not be exempt from disclosure.
(e) Appraisals, offers and counteroffers relating to the City's purchase of real property are exempt, but only until an agreement is executed. (f) Deliberative Process. Neither the City nor any officer, employee, or agent thereof may assert an exemption for withholding for any document or information based on a "deliberative process" exemption, either as provided by Government Code Section 6255 or any other provision of law that does not prohibit disclosure. (g) Neither the City, nor any officer, employee, nor agent thereof, may assert an exemption for withholding for any document or information based on a finding or showing that the public interest in withholding the information outweighs the public interest in disclosure. All withholding of documents or information must be based on an express and specific exemption provided by the California Public Records Act.

2.60.170. Immediacy of Response.

Notwithstanding the 10 calendar day period for response to a request permitted in Government Code Section 6253, a request for a public record described in any nonexempt category that is received by a Department Head shall be satisfied no later than the close of business on the day following the request unless the Department Head advises the requestor in writing that the request will be answered by a specific future date. The statutory deadlines are appropriate for more extensive or demanding requests, but shall not be used to delay fulfilling a simple, routine or otherwise readily answerable request. If the voluminous nature of the information requested, its location in a remote storage facility or the need to consult with legal counsel warrants an extension of 10 calendar days as provided in Government Code Section 6256.1, the requestor shall be noticed as required within three business days of the request.

Nothing in this section shall prohibit the requestor and Department Head or his/her designee from agreeing to a longer time than provided for herein for the provision of requested records. Any such mutual agreement shall be in writing and signed by the requestor.

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44 2.60.180. Withholding Kept to a Minimum.

Information that is exempt from disclosure shall be masked, deleted or otherwise segregated so that the nonexempt portion of a requested record may be released and keyed by footnote or other clear reference to the appropriate justification for withholding.

2.60.190. Justification of Withholding.

Any withholding of information shall be justified, in writing, as follows:
(a) A withholding under a specific permissive exemption in the California Public Records Act, or elsewhere, which permissive exemption is not forbidden to be asserted. The City must cite that authority.
(b) A withholding on the basis that disclosure is prohibited by law shall cite the specific statutory authority in the Public Records Act or elsewhere. (c) A withholding on the basis that disclosure would incur civil or criminal liability shall cite any specific statutory or case law, or any other public agency's litigation experience, supporting that position.
(d) When a record being requested contains information, most of which is exempt from disclosure under the California Public Records Act and this section, the Department Head shall inform the requester of the nature and extent of the nonexempt information and suggest alternative sources for the information requested, if available.

2.60.200. Public Employee Compensation Records That Must Be Disclosed The following policies shall govern specific types of documents and information and shall provide enhanced rights of public access to information and access:

Notwithstanding Government Code Section 6254, subdivision (c), the following information shall be considered a public record and shall be made available for review upon request by any person, business or association: A listing of gross earnings by name and job title, including base salaries and other compensation. Other compensation shall include allowances, overtime, and deferred compensation, leave cash-out payments and the percentage of base salaries that the City pays as the employer’s CalPERS contribution.

2.60.210. Fees for Duplication
(a) No fee shall be charged for making public records available for review. (b) No fee shall be charged for a copy of documents routinely produced in multiple copies for distribution, e.g. meeting agendas and related materials that are 20 or fewer pages in length per document.

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45 (c) A fee of one cent per page may be charged for a copy of documents routinely produced in multiple copies for distribution, e.g. Meeting agendas and related materials which contain more than 20 pages per document. (d) For documents assembled and copied to the order of the requester, a fee not to exceed 10 cents per page may be charged, plus any postage costs. (e) The department or the City may, rather than making the copies itself, contract at market rate to have a commercial copier produce the duplicates and send the charges directly to the requester.

2.60.220. Calendars of Certain Officials.
(a) Members of the city council including the Mayor, the City Manager, the City Clerk, City Attorney, and every other Department Head shall keep or cause to be kept a daily calendar wherein is recorded the time and place of each meeting, appointment, or event attended by that official, with the exclusion of purely personal or social events at which no City business is discussed and that do not take place at City offices or the offices or residences of people who do substantial business with or are otherwise substantially financially affected by actions of the City. (b) The calendar will include meetings with developers, meetings with union representatives, meetings with consultants, meetings with lobbyists, regional meetings, meetings with neighborhood organizations, and meetings of subcommittees or task forces, including policy bodies and Passive Meeting Bodies. (c) For meetings not otherwise publicly recorded, the calendar shall include the name, title, and organization of the person(s) participating in such meetings, and a general statement of issues discussed.
(d) Such calendars shall be a public record subject to inspection during normal business hours at the office of the City Clerk to any requester three business days subsequent to the calendar entry date. A full calendar for any month must additionally be available in electronic format on the City’s official website no later than the tenth day of the subsequent month.

2.60.230. Correspondence and Records Shall Be Maintained. (a) The City Manager shall for a reasonable period maintain, preserve, and archive documents and correspondence, including but not limited to letters, e-mails, drafts, memoranda, invoices, reports and proposals that pertain to or are within the subject matter jurisdiction of the official's duties (as defined by the Sunshine Ordinance Commission) and shall disclose all such records in accordance with this chapter. (b) Any e-mail that is created or received in connection with the transaction of public business and which (1) the department or office retains as evidence of its activities, or (2) relates to the legal or financial rights of the City or of persons directly affected by the activities of the City is a public record. The standard for determining if e-

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46 mail is a public record that must be retained is identical to the standard that applies to any document. See California Government Code § 6252(e). If an e-mail must be retained, it should be printed out and the hard copy retained in the appropriate file unless the department or office can reliably retain and retrieve all e-mail in electronic format.
(c) City council members and City employees may not use personal email accounts to conduct official City business, unless in emergency situations when their City accounts are not accessible. No city council member or City employee may create or send an e-mail using a non-official e-mail account unless such Council member or employee:
(1) copies an official e-mail account of the Council member or employee in the original creation or transmission of the e-mail; or (2) forwards a complete copy of the e-mail to an official e-mail account of the Council member or employee not later than five business days after the original creation or transmission of the e-mail.

Any email copied or forwarded in accordance with subdivisions (1) or (2) above shall be subject to the provisions of subdivision (b) of this section.

Article IV. Transparency on the City’s Website

2.60.240. Minimum Standards.
(a) The City of Palm Springs shall maintain on the City’s official website information that it is required to make publicly available. Each department is encouraged to make publicly available through the City’s website as much information and as many documents as possible concerning its activities. These include but are not limited to statements of economic interest as provided in Section 2.60.250 of this chapter, campaign report forms and other transparency and ethics documents as provided in Section 2.60.260 of this chapter, operating and capital budgets, Meeting agenda, Meeting minutes, public notices and, when feasible, staff meeting reports.

Within 12 months after the entry into effect of this chapter, each Policy Body shall post on the City’s website all meeting notices required under this chapter, all agendas and the minutes of all previous meetings of its policy bodies from that point in time forward.

Notices and agendas shall be posted no later than the time that the department or Policy Body otherwise distributes this information to the public, allowing reasonable time for posting.
(b) Minutes of Meetings of policy bodies shall be posted as soon as possible, but in any event within one week after they have been approved by the Policy Body.

The City shall make reasonable efforts to ensure that its web site is regularly reviewed for timeliness and updated on at least a weekly basis. The City shall also make

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47 available on its web site, or on a comparable, readily accessible location on the Internet, a current copy of the City Code.

2.60.250. Transparency and Ethics Section of City’s Website.

A section of the City’s official website shall provide, in an easy to use format, detailed up-to-date information on the following:
(a) Transparency and ethics: individuals
(1) California Form 700 as provided in Section 2.60.260 of this chapter; (2) California Forms 801, 802, 803 and 806;
(3) Public calendars as provided in Section 2.60.220 of this chapter; (4) Campaign finance reports for candidates for Mayor and city council required to be filed under the California Political Reform Act (Section 81000 et seq. of the California Government Code); (5) Certifications of ethics training required under AB 1234 for all elected officials and commission board members;
(6) Council voting records for the five most recent years; (7) Job descriptions for staff members subject to Form 700 filing requirements;
(8) Reports of ex parte communications as provided in Section

2.60.300(c)(2) of this chapter.
(b) Transparency and ethics: processes
(1) Names of the Mayor, Council members, their terms of office, contact information, office hours and statement of obligation to respond within three working days to general enquires and requests from residents;
(2) Description of City services/departments, contact information and statement of obligation to respond within three working days to enquires and requests from residents;
(3) Names of appointed staff members, contact information, office hours and statement of obligation to respond within three working days to general enquires and requests from residents;

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48 (4) Names of members of City boards and commissions and the email address of their chairpersons;
(5) Current year and prior year budgets with detailed information on all municipal revenues and expenditures;
(6) Meeting notices and agendas as provided in Section 2.60.060(b) of this chapter;
(7) Information on subsidiary bodies as provided in Section 2.60.070(d) of this chapter;
(8) Preview of planning applications prepared by the Department of Planning Services for the city council;
(9) Instructions regarding how to make public records requests as provided in Section 2.60.150 of this chapter;
(10) Approved document retention policy;
(11) Approved policies regarding credit card use, travel/expense, petty cash;
(12) An explanation of how members of the public can participate in Policy Body Meetings;
(13) Information on short-term vacation rentals as provided in Section

2.60.280 of this chapter;
(14) Information on procurement and contracting as provided in Section

2.60.290 of this chapter.

Article V. Other Transparency Requirements.

2.60.260. Review of Form 700, Statement of Economic Interests. (a) Once annually, in the first two weeks of April, the City Clerk shall conduct a prima facie review of all completed Form 700s (the statement of economic interests required by Government Code 85700 of certain enumerated local officials) submitted by the City Manager, the Mayor, members of staff and board members and commissioners required to file Form 700 and all members of the city council. The City Manager shall review the Form 700 submitted by the City Clerk. The City Clerk shall review Form 700s of board members and commissioners.
(b) Not later than April 15th of each year the City Clerk shall scan the Form 700s of sitting city councilmembers, the Mayor, the City Administrator, and the City

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49 Attorney and members of the Planning Commission and copy them into the City’s official website. The City Clerk shall also scan all prior Form 700s of such persons retroactive to the beginning of their continuous term so that these required disclosures are readily available to the public for inspection.

2.60.270. Reporting Requirements for Lobbyists on Behalf of the City of Palm Springs
(a) Any lobbyist on behalf of the City who is not a City employee but contracts for economic consideration with the City to represent the City in matters before any local, regional, state, or federal administrative or legislative body must file a report of his or her activities on behalf of the City of Palm Springs on a quarterly basis with the City Clerk's office. The quarterly report must be maintained by the City Clerk's office and must be fully-disclosed upon request. Each quarterly report must identify all financial expenditures by the lobbyist on behalf of the City, the individual or entity to which each expenditure was made, the date the expenditure was made, and specifically identify the local, state, regional or national legislative or administrative action the lobbyist supported or opposed in making the expenditure on behalf of the City. The failure to file a quarterly report with the required disclosures will be a violation of this chapter. (b) All contracts between the City and a lobbyist on behalf of the City must require the lobbyist to file a report with the City Clerk specifying the general nature of the issues he or she is trying to influence, compensation ranges received from his or her clients, all campaign contributions to elected City officials, all fundraising activities conducted on behalf of elected City officials, all contributions to political campaigns or charities made at the behest of City officials, all payments received for services as a consultant to the City (including as successor to the Redevelopment Agency), and any compensated work performed as a campaign consultant for any elected City official.

The City may institute a registration fee established by the Sunshine Ordinance Commission.
(c) Funds of the City must not be used to support any lobbying efforts to restrict public access to records, information, or Meetings, except where such effort is solely for the purpose of protecting the identity and privacy rights of private citizens.

2.60.280. Vacation Rentals Information.

A section of the City’s official website shall provide, in an easy to use format, detailed up-to-date information on Vacation Rentals, including the following:
(a) Vacation Rental hotline number and procedures, including the role of code enforcement;
(b) Statistics on registered Vacation Rentals, including:

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50 (1) Information on currently registered Vacation Rentals, such as a heat map showing relative concentrations of Vacation Rentals throughout the City, scaled so as to not reveal individual addresses; (2) Chart showing monthly figures for the total number of registered Vacation Rentals for the five most recent full fiscal years and the current fiscal year;
(3) Table showing monthly year-over-year percentage change in total registered Vacation Rentals for the five most recent full fiscal years and the current fiscal year;
(4) Profile of registered Vacation Rentals (e.g., one to three bedrooms, four to six bedrooms, etc.) on a quarterly basis for the three most recent full fiscal years and the current fiscal year;
(5) Total transient occupancy tax collections from Vacation Rentals, with monthly figures for the five most recent full fiscal years and the current fiscal year, including the share of total transient occupancy tax attributable to Vacation Rentals.
(c) Statistics on Hotline activity, including:
(1) Total calls to the Hotline, with monthly figures for the five most recent full fiscal years and the current fiscal year;
(2) Chart plotting monthly figures for total Hotline calls for the five most recent full fiscal years and the current fiscal year;
(3) Table showing year-over-year percentage increase in total Hotline calls for each month for the five most recent full fiscal years and the current fiscal year;
(4) Monthly figures for the number of Vacation Rentals that were the subject of one or more Hotline calls for the five most recent full fiscal years and the current fiscal year.
(d) Total citations issued concerning Vacation Rentals on a monthly basis for the five most recent full fiscal years and the current fiscal year in each of the following categories:
(1) Issued to agents or representatives of the Owner for failure to respond in time;
(2) Issued to Owners for failure to respond in time;

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51 (3) Issued to Owners for failure to obtain a Vacation Rental Registration Certificate;
(4) Issued to Vacation Rental tenants for violations of the Palm Springs Municipal Code;
(5) Other (specify).
(e) Properties sanctioned:
(1) Monthly lists for the three most recent full fiscal years and the current fiscal year of Properties on the Property Watch List; (2) Monthly lists for the three most recent full fiscal years and the current fiscal year of Vacation Rentals whose Vacation Rental Registration Certificates have been revoked or suspended pursuant to Section 5.25.090(c) of the Palm Springs Municipal Code. (f) Vacation Rental regulations, including the relevant provisions of the Palm Springs Municipal Code, Vacation Rental administrative regulations, procedures for obtaining a Vacation Rental Registration Certificate and penalties for violations by both registered and unregistered Vacation Rentals;
(g) Information on support services provided by third parties to operate the Hotline and provide enforcement assistance to the City with respect to Vacation Rentals, including the City’s contracts with such third parties, a description of their duties and responsibilities and procedures in place to monitor their performance; (h) Vacation Rental FAQ.

2.60.290. Procurement and Contracting Information.

A section of the City’s official website shall provide, in an easy to use format, detailed up-to-date information on the City’s procurement and contracting policies, including the following:
(a) A summary of the City’s procurement and contracting policies, (b) The City’s goals and objectives in procurement transparency and effective contract monitoring, including its adopted best practices; (c) Online access to government procurement contracts; and (d) Transparency scorecards and ratings.

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52 2.60.300. Prohibition of Ex Parte Communications
(a) No Administrative Agency member, nor any interested person, shall intentionally conduct either of the following:
(1) an ex parte communication.
(2) An oral or written communication regarding a pending enforcement investigation that does not occur in a public hearing, workshop, or other official proceeding, or on the official record of the proceeding on the matter.
(b) (1) If an Administrative Agency member, or any interested person, conducts a communication that is in violation of subdivision (a), the Administrative Agency member shall fully disclose and make public the communication by providing a full report of the communication to the City Clerk within seven days after the communication or, if the communication occurs within seven days of the next Administrative Agency hearing, to the City Clerk in writing to be included on the record of the proceeding at that hearing.
(2) If an Administrative Agency member conducts a communication that is in violation of subdivision (a), he or she shall not vote on or otherwise participate in any proceeding of the Administrative Agency to which the communication applies.
(c) (1) The City Clerk shall adopt standard disclosure forms for reporting communications that are in violation of subdivision (a), which shall include, but not be limited to, all of the following information:
(A) The date, time, and location of the communication.
(B) (i) The identity of the person or persons initiating and the person or persons receiving the communication.
(ii) The identity of the person on whose behalf the
communication was made.
(iii) The identity of all persons present during the
communication.
(C) A complete, comprehensive description of the content of the communication, including a complete set of all text and graphic material that was part of the communication.
(2) The City Clerk shall place in the public record and on the City’s website any report made pursuant to this section.

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53 (d) The provisions of this section shall also apply mutatis mutandis once the appeal has been filed to city council members when hearing appeals pursuant to Chapter 2.05 of the Palm Springs Municipal Code, to Administrative Appeals Board members when hearing appeals pursuant to Chapter 2.50 of the Palm Springs Municipal Code, and to any interested person in connection with such appeals.

Article VI. Palm Springs Transparency Commission.

2.60.310. Creation.

There is created within the city of Palm Springs the Transparency Commission, consisting of up to eleven members, appointed by the city council, to serve at the pleasure of the city council. All members of the Transparency Commission must have experience and/or demonstrated interest in the issues of citizen access and participation in local government.

2.60.320. Term; Vacancies; Vote.
(a) Members of the commission shall serve for the term provided by Chapter

2.06 of the Palm Springs Municipal Code, except that in order to ensure a stagger of appointees, the initial appointments shall be for staggered terms as determined by the City Clerk. The initial members shall be selected from among the members of the Ethics, Transparency & Governmental Reform Task Force.
(b) A vacancy in the commission shall not impair the right of the remaining members to exercise the powers of the commission pursuant to this chapter. A majority of the existing appointed members of the commission shall constitute a quorum for the transaction of business, and any ruling, decision or other action of the commission may be taken by a majority of those members present, provided a quorum is present.

2.60.330. Officers.

The commission, at its organizational Meeting and annually thereafter, shall elect from its membership a chair and vice-chair. The chair and vice-chair shall have and perform such duties as are commonly associated with their respective titles. The City Manager may appoint an executive secretary and other staff, and provide compensation for their services as may be authorized by the city council.

2.60.340. Meetings; Rules of Procedure.

The commission shall meet at least once each month at such time and place as shall be fixed by the commission by its standing rules. The commission may establish such rules and regulations as it deems necessary for the conduct of its business. In matters relating to the holding of regular and special Meetings, the commission and any standing committee of the commission is bound by the provisions of the Ralph M.

Brown Act of the State of California (Government Code Sections 54950 et. seq.) and Article II of this chapter.

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54 2.60.350. Powers and Duties of the Commission.

Within the limitations provided by law and this chapter, the Transparency Commission shall have the following powers and duties:
(a) Establish a schedule of regular Meeting times;
(b) Advise, assist, and make recommendations to the city council regarding appropriate ways to implement the Sunshine Ordinance;
(c) Hear and decide complaints by any person concerning alleged noncompliance with the Sunshine Ordinance; (d) Consider ways to informally resolve those complaints and make recommendations to the city council and City Attorney regarding such complaints; (e) Develop goals to ensure practical and timely implementation of the Sunshine Ordinance;
(f) Report in writing to the city council at least once annually on any practical or policy problems encountered in the administration of the Sunshine Ordinance; (g) From time to time as the commission sees fit, issue public reports evaluating compliance with the Sunshine Ordinance by the City or any department, office, or official thereof;
(h) Review the Sunshine Ordinance every year and recommend updates to the city council to take account of developing legislation and best practices; (i) Perform such other duties as the city council may assign or designate.

SECTION 2. If any section or provision of this Ordinance is for any reason held to be invalid or unconstitutional by any court of competent jurisdiction, or contravened by reason of any preemptive legislation, the remaining sections and/or provisions of this Ordinance shall remain valid. The city council hereby declares that it would have adopted this Ordinance, and each section or provision thereof, regardless of the fact that any one or more section(s) or provision(s) may be declared invalid or unconstitutional or contravened via legislation.

SECTION 3. The Mayor shall sign and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same, or the summary thereof, to be published and posted pursuant to the provisions of law and this Ordinance shall take effect thirty (30) days after passage.

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55 Attachment 2
Coachella Valley City Councils Public Comment Rules
Cathedral City:

Public comment on non-agenda items occurs at the beginning of the meeting. Public comment on agenda items occurs when that item is taken up. The time limit is 3 minutes per speaker.

Coachella:

It appears that public comment on agenda items occurs when that item is taken up.

Public comment on non-agenda items occurs near the end of the meeting. The time limit is 3 minutes per speaker.

Desert Hot Springs:

It appears that public comment on agenda items occurs when that item is taken up.

Public comment on non-agenda items occurs at the beginning of the meeting. The time limit is 3 minutes per speaker.

Indian Wells:

Public comment on agenda items occurs when that item is taken up. Public comment on non-agenda items occurs at the beginning of the meeting. The time limit is 3 minutes per speaker.

Indio:

It appears that public comment on agenda items occurs when that item is taken up.

Public comment on non-agenda items occurs near the end of the meeting. There does not appear to be a fixed time limit.

La Quinta:

Public comment on agenda items occurs when that item is taken up. Public comment on non-agenda items occurs at the beginning of the meeting. There does not appear to be a fixed time limit.

Palm Desert:

Each meeting of the City Council contains a place on its agenda for Oral Communications. This is the time when persons may address the City Council regarding matters that are not on that agenda. Comments are also welcomed for items on the agenda that are not scheduled for public hearing. These comments may, at the pleasure of the City Council, be deferred until the point of the meeting where the item is being considered. Remarks shall be limited to a maximum of three minutes unless

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56 additional time is granted by the City Council. Based on a review of a recording of a Palm Desert City Council meeting, the Council exercises this option and in practice public comment occurs when the agenda item is being considered.

Rancho Mirage:

Citizen participation is invited at all Council meetings. To ensure that all Rancho Mirage residents have an opportunity to be heard before the City Council, a Public Comment period is included on every agenda. Comments on matters not on the agenda will be heard during the Public Comment period. Citizens are invited to speak on any item listed on the agenda prior to City Council vote.

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57 ELECTION REFORM
Election Reform Subcommittee Proposals
The Election Reform Subcommittee has discussed a range of potential reforms to the structure of government, the electoral process, and efforts to improve political engagement in Palm Springs. At present, two proposals have emerged with sufficient consensus to present to the full Task Force for consideration: (1) a proposal to transition the Mayor to a rotating position rather than one that is independently elected, and (2) a proposal to impose a limit of two consecutive terms for City Council Members. The first proposal has the unanimous support of our subcommittee. The second proposal is offered without dissent but with varying levels of enthusiasm among our members. The subcommittee discussed a range of other possible reforms, some of which we have mentioned at earlier Task Force meetings, but none is ready to present to the full group. (1) Transitioning the Mayor to a Rotating Rather than an Independently Elected Position
 The Palm Springs City Council shall have five co-equal Members.  At a designated time each year following the day when new Council Members would take office, the Council shall convene to select a Mayor from among themselves for a term of one year.
 The Mayor shall be selected by a simple majority vote of the Council. The Council shall provide for a procedure for subsequent rounds of voting in the event that no Council Member receives a majority of votes on the first round.
 If, for any reason, the Council is unable to meet at the designated time to select a new Mayor, or if any other circumstances arise that would result in the term of the current Mayor expiring without another Mayor being chosen, then the current Mayor shall continue serving in that capacity until such time as the Council can convene and select a Mayor.  The duties of the Mayor shall remain unchanged. Those duties shall remain ceremonial in nature, and the Mayor shall continue to preside at Council meetings and to have a co-equal voice and vote in Council deliberations.
 Selection or non-selection as Mayor shall have no impact whatsoever on a Council Member’s term in office.

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58  These revisions shall take effect following the natural end of the current term of the present Mayor and shall be carried into effect in the election conducted in that year.
 If the present Mayor leaves office for any reason prior to the natural end of his current term, these changes shall take effect immediately. In that event, the empty Council seat shall be filled in a manner appropriate for a Council vacancy and the Council shall convene promptly to select a Mayor in the manner described above who shall serve until the next scheduled time for selection of a Mayor in the ordinary course.
(2) Consecutive Term Limits
 Palm Springs City Council Members shall be limited to two consecutive terms in office.
 There shall be no lifetime term limits on service as a Council Member.  When a former Council Member is out of office for a period of at least four years, his or her limitation on consecutive service shall reset to zero.  If a Council Member is elected to a term in a regular election that term shall count against the limitation on consecutive service without regard to how much of the term the Council Member actually serves.  If a Council Member is appointed to office as a result of a vacancy, that appointive term shall count against the limitation on consecutive service if, but only if, the Council Member serves two years or more in that term.  No person shall be appointed to fill a vacant position on City Council if that person would be ineligible to be elected to the office under these limitations on consecutive terms.
 Service as Mayor shall have no effect whatsoever on these limits on consecutive terms in office. There shall be no limitation on the number of times that a Council Member may serve as Mayor.
 These revisions shall take effect immediately. For purposes of these revisions, all current Council Members and the current Mayor shall be deemed to be in their first term in office as a Council Member.

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59 Election Reform Subcommittee Proposals
The Election Reform Subcommittee discussed a range of potential reforms to the structure of government, the electoral process, and efforts to improve political engagement in Palm Springs. Two proposals emerged with sufficient consensus to present for consideration: (1) a proposal to transition the Mayor to a rotating position rather than one that is independently elected, and (2) a proposal to impose a limit of two consecutive terms for City Council Members.

Transitioning the Mayor to a Rotating Rather than an Independently Elected Position
The position of Mayor in Palm Springs is a hybrid. The Mayor is independently elected, but his independent duties are purely ceremonial in nature: he presides over meetings of the Council and makes public appearances for the city but otherwise has no executive authority and functions as nothing more than an equal member of the Council with an equal vote. This hybrid approach is undesirable. It creates the appearance of authority without the mechanisms for transparency and accountability that accompany real executive power. The Election Reform Subcommittee therefore recommends that Palm Springs transition the Mayor to a rotating position among City Council Members.

Among other cities in the Coachella Valley, a rotating mayor is the dominant model. Banning, Beaumont, Desert Hot Springs, Indian Wells, Indio, Palm Desert and Rancho Mirage all have some form of rotating mayor selected from members of their respective city councils. (Most cities appoint the mayor through a vote of council members and mayoral terms vary between one and two years.) Cathedral City has an independently elected weak mayor, but the city has proposed a charter amendment to move to a rotating position. Coachella is the outlier with an independently elected weak mayor system, which it adopted through a 2004 charter amendment.

The subcommittee proposes an amendment to the city charter that would transition Palm Springs to a rotating mayor system as follows.  The Palm Springs City Council shall have five co-equal Members.  At a designated time every two years following the day when new Council Members would take office following a regular election, the Council shall convene to select a Mayor from among themselves for a term of two years.  The Mayor shall be selected by a simple majority vote of the Council. The Council shall provide for a procedure for subsequent rounds of voting in the event that no Council Member receives a majority of votes on the first round.  If, for any reason, the Council is unable to meet at the designated time to select a new Mayor, or if any other circumstances arise that would result in the term of

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60 the current Mayor expiring without another Mayor being chosen, then the current Mayor shall continue serving in that capacity until such time as the Council can convene and select a new Mayor.
 The duties of the Mayor shall remain unchanged. Those duties shall remain ceremonial in nature, and the Mayor shall continue to preside at Council meetings and have a co-equal voice and vote in Council deliberations.  Selection or non-selection as Mayor shall have no impact whatsoever on a Council Member’s term in office.
 These revisions shall take effect following the natural end of the current term of the present Mayor and shall be carried into effect in the election conducted in that year.
 If the present Mayor leaves office for any reason prior to the natural end of his current term, these changes shall take effect immediately. In that event, the empty Council seat shall be filled in a manner appropriate for a Council vacancy and the Council shall convene promptly to select a Mayor in the manner described above who shall serve until the next scheduled time for selection of a Mayor in the ordinary course.

Consecutive Term Limits
Unlike the proposal to transition Palm Springs to a rotating mayor system, the proposal for consecutive term limits would make Palm Springs a partial outlier in the Coachella Valley. At present only Indio has consecutive term limits, which require city council members who have served two full terms to leave office for a period of two years before running for office again. The subcommittee discussed the issue at length and recognized the potential downsides to even a modest form of term limits — primarily, the possibility that lobbyists and managers will become more empowered when legislators have less experience and shorter tenures, leading to the risk that city government will be vulnerable to capture by special interests. But the subcommittee views that risk as minimal in a small and vibrant city like Palm Springs with high levels of social cohesion and civic engagement. The proposal to impose consecutive term limits but no lifetime limits will enable dedicated and motivated City Council Members to run for office again after serving two terms following a short hiatus while reducing the benefits of incumbency and creating greater opportunities and incentives for new people to run for office.

The subcommittee therefore proposes an amendment to the city charter that would implement consecutive term limits for the Palm Springs City Council. We have framed this proposal on the assumption that the city will transition to a rotating mayor system. In the event that the city chooses to implement consecutive term limits but not

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61 a transition to a rotating mayor system, then this proposal for consecutive term limits should be modified to apply to the Mayor as well.
 Palm Springs City Council Members shall be limited to two consecutive terms in office.
 There shall be no lifetime term limits on service as a Council Member.  When a former Council Member is out of office for a period of at least four years, his or her limitation on consecutive service shall reset to zero.  If a Council Member is elected to a term in a regular election that term shall count against the limitation on consecutive service without regard to how much of the term the Council Member actually serves.
 If a Council Member is appointed to office as a result of a vacancy, that appointive term shall count against the limitation on consecutive service if, but only if, the Council Member serves two years or more in that term.  No person shall be appointed to fill a vacant position on City Council if that person would be ineligible to be elected to the office under these limitations on consecutive terms.
 Service as Mayor shall have no affect whatsoever on these limits on consecutive terms in office. There shall be no limitation on the number of times that a Council Member may serve as Mayor.
 These revisions shall take effect immediately. For purposes of these revisions, all current Council Members and the current Mayor shall be deemed to be in their first term in office as a Council Member.

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62 Campaign Finance
Summary
A majority of the sub-committee unfortunately cannot recommend any campaign finance reforms at this time. Due to decisions of the United States Supreme Court that allows unlimited campaign spending by corporations and other outside and special interests (“dark money”), as well as decisions that prevent any limitation on how much a candidate may spend of their own money, we are stymied in our unanimous desire to enact meaningful reform.

That said, we did want to bring forward to possible ordinances that one member of the committee support despite the above concerns. The first draft ordinance, authored by Roger Tansey, would ban contributions from those doing business - or those negotiating to do business - with the City.1
The second, authored by Ms. GarciaColson, would limit political contributions from any one donor to no more than $1,000 per candidate in an election cycle.

Report
We have been tasked with making recommendations to the City Council of Palm Springs in the area of campaign finance reform. All three of us strongly decry the influence of money in politics. We fear that, when council candidates must now raise hundreds of thousands of dollars, the best candidate may not always win, but simply the one with the most money, the wealthiest donors, or those who self-finance.

Regarding money in local politics, there would appear to be four options: 1) public financing of local campaigns; 2) do nothing; 3) adopt limitations of the sort drafted here; or 4) adopt limitations which sunset after several election cycles. With misgivings, we recommend number two.

We recognize that public financing is not currently feasible, but that would be our preference. While we would like to limit all political campaign contributions or limit all contributions to elected officials by those who also have business pending before those same officials, we legally cannot.

This is because of the 2010 Supreme Court case of Citizens United, 558 U.S. 310 (2010) which overturned bans on independent expenditures. While campaign contributions directly to a campaign can be limited, independent expenditures cannot.

Independent expenditures can be defined as expenditures against or in support of a candidate that are made independently of the campaign. These are the expenditures that PACs make for or against a candidate. Because of Citizens United, these expenditures, also known as dark money, cannot legally be limited nor are the

1 This draft ordinance was loosely based upon SEC. 1.126. Contribution Limits – Contractors Doing Business With the City from the San Francisco Ethics Code.

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63 donors necessarily known. Since 2010, the explosion of dark money in politics has been well documented.2

Our misgivings in recommending limitations on campaign contributions arise because individuals could simply funnel large sums of money into a local PAC. While we abhor the large sums of money being spent locally, at present, the public is at least able to know who is spending the money. This is not necessarily the case with independent expenditures, and we fear that such contributions could simply be driven underground through the creation of a local PAC, the donors to which could simply remain hidden.

We are not aware of any local PACs that have spent money locally to influence a race. But our research, which, in addition to the studies above, consisted of discussions with officials from cities that have enacted such bans, is that that is precisely what has happened.

But we also fear doing nothing. Doing nothing may inhibit potential candidates without personal resources or connections to wealthy donors from running for council.

Rightly or wrongly, the amounts of money now needed to run in local races raise the perception among the public of a government of, by, and for the rich. The ongoing FBI investigation of the former Mayor's financial ties to developers furthers the public perception of public corruption. This perception may only be heightened should the City do nothing.

Although we dislike the idea of doing nothing, two members of our subcommittee (Roger Tansey and Chris Heritage) also fear taking action that has proven counter-productive in other jurisdictions. Our concern is of letting the genie out of the bottle. If the City enacts ordinances that create dark money, then sun setting the ordinances does not stop the dark money. In short, the City may actually create precisely that which we hope to prevent.

The third member of our sub-committee, Joane Garcia Colson, recommends enacting the two ordinances with sunset provisions in the hope that dark money does not become a problem.

Faced with the current legal landscape, we attach two proposed ordinances to limit direct campaign contributions. We must emphasize again that while these ordinances would limit publicly known contributions, they would not necessarily limit or ban all contributions. Should a local PAC be set up, the public simply would not know about them.

2 See, e.g., Independent expenditures 101: An introduction to outside spending in state races, (Los Angeles Times May 30, 2016), located online at: http://www.latimes.com/politics/la-pol-sac-qa-independent-spending-20160530- snap-story.html; Independent Expenditures: The New Money in California Politics, Mike Polyakov, Peter Counts, and Kevin Yin (California Common Sense, 2012), located online at:
uscommonsense.org/pdf/21.pdf?cacs_redirect=True.

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64 Summary of Draft Ban on Contractor Contributions
This draft ordinance prohibits those with $10,000 or more in business dealings with the City from making campaign contributions to elected officials or their campaign committees. This ordinance also prohibits such contributions to candidates or their campaign committees for elected office in the City.

Subsection (b) applies this prohibition to Contractors. The prohibition applies when the negotiations for any contract with the City begin, and ends when such negotiations cease or 12 months after the contract was approved. In the case of a grant from the City, the prohibition ends when the grantee has fully performed under the grant terms. In the case of a loan, this prohibition ends when the loan has been fully paid back; or, if a loan guarantee, the City is no longer a guarantor thereunder.

Subsection (c) applies this prohibition to city officials.

Subsection (d) makes a knowing violation by either a Contractor of City Official a misdemeanor, punishable by up to 364 days in the county jail and a fine of up to ONE THOUSAND DOLLARS ($1,000.00) or 1% of the contract value, whichever is greater.

Subsection (e)(1) requires the filing of an acknowledgement within 5 business days of the commencement of negotiations by any contractor with the City Clerk that the contractor understands this prohibition.

Subsection (e)(2) requires a City Official to file notice with the City Clerk within 5 business days of the approval of any City Contract.

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65 SEC. X.xx. PROHIBITION ON CAMPAIGN CONTRIBUTIONS BY THOSE DOING BUSINESS WITH THE CITY.
(a) Definitions. For purposes of this Section, the following words and phrases shall mean:
(1) "Contractor" includes any party or prospective party to a contract, as well any member of that party's board of directors, its chairperson, chief executive officer, chief financial officer, chief operating officer, any person with an ownership interest of more than 5 percent in the party, and any subcontractor listed in a bid or contract. Contractor shall also include the spouse of any Contractor.
(2) “City Official or Official” means any elected official of the City of Palm Springs.
(3) "Contract" means any agreement or contract, including any amendment or modification thereto, with the City of Palm Springs concerning:
(A) the rendition of personal services;
(B) the furnishing of any material, supplies or equipment; (C) the sale or lease of any land or building; or
(D) any grant, loan or loan guarantee.
(4) "Board on which an Official serves" means the board to which the Officer was elected and any other board on which the City Official serves. (5) "Candidate committee" shall mean a committee controlled by a candidate, and primarily formed to support that candidate's election for City elective office. (b) Prohibition on Contributions by Contractor. If a Contract has a total anticipated or actual value of $10,000.00 or more, (or a combination or series of such agreements or contracts approved by that same individual or board have a value of $10,000.00 or more in a fiscal year of the City), no Contractor with the City of Palm Springs shall make any contribution to:
(1) A City Official or his or her candidate committee if the contract must be approved by such Official or the board on which that Official serves (2) A candidate for any office held by an Official
(3) A candidate committee
(4) This prohibition on contributions by Contractors lasts from the commencement of negotiations for such Contract until the later of:
(A) The termination of negotiations for such Contract; or (B) Twelve months from the date the Contract is approved. (For the purpose of this section, a Contract shall be deemed approved when a resolution to approve the Contract is formally submitted to the City Council); or

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66 (C) If the Contract concerns a grant, the conditions of the grant contract have been fully performed by the Contractor; in the case of a loan, the loan has been fully paid back; or if a loan guarantee, the City is no longer a guarantor thereunder.
(c) Prohibition on Receipt of Contribution by City Officials. No City Official or his or her candidate committee shall solicit or accept any contribution prohibited by subsection (b) at any time from the formal submission of the contract to the Official until:
1) The termination of negotiations for the contract; or 2) twelve months have elapsed from the date the Contract is approved; or 3) If the Contract concerns a grant, the conditions of the grant contract have been fully performed by the Contractor; in the case of a loan, the loan has been fully paid back; or if a loan guarantee, the City is no longer a guarantor thereunder.
(d) Penalties. Any Contractor or City Official who knowingly violates this section shall be guilty of a misdemeanor and, upon conviction, shall be punished by a fine of up to one thousand dollars or by one per cent of the value of the contract, whichever is greater, imprisonment in the County Jail for up to 364 days, or by both fine and imprisonment. In addition to any other penalty, each City Official or committee that receives a contribution prohibited by subsection (c) shall pay promptly the amount received to the City of Palm Springs for deposit in the General Fund of the City. (e) Notification.
(1) Prospective Parties to Contracts.

All Contractors shall be informed of the prohibition in Subsection (b) at the commencement of negotiations and shall file with the City Clerk, within five business days of such commencement, on a form adopted by the City Clerk, an acknowledgment of receipt of the prohibition on contributions as described in (b) and the Contractor’s agreement to abide thereby. The filing of this acknowledgment creates a presumption that any Contractor has knowledge of the Contract or negotiations therefor. (2) Individuals Who Hold City Elective Office. Every City Official shall, within five business days of the approval of a contract by the Officer or a board on which the Officer serves, file with the City Clerk, on a form adopted by the City Clerk, of each Contract approved by the Official or the board on which the Official serves. A City Official need not file the form required by this subsection if the Clerk or Secretary of a Board on which the Official serves has filed the form on behalf of the board.

Draft Ordinance to Limit Political Campaign Contributions • Purpose
The purpose of this chapter is to establish limits on the amounts of money that may be contributed to political campaigns in municipal elections for Palm Springs City Council or any other elected office of the City of Palm Springs. It is the intent of this Chapter to

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67 address the perception that unregulated campaign contributions lead to improper influence over elected officials and to establish realistic, narrowly tailored and enforceable limits on the amounts which may be contributed to political campaigns consistent with right of political expression protected by the United States Constitution. • Monetary contributions to political campaigns are a legitimate form of participation in the American political process, but the financial strength of certain individuals or organization should not permit them to exercise a disproportionate or controlling influence on the election of candidates.
• The rapidly increasing costs of political campaigns have forced many candidates to raise larger and larger percentages of money from interested groups with a specific financial stake in matters before the City governmental bodies. This has caused the public perception that votes are being improperly influenced by monetary contributions.

This perception is undermining the credibility and integrity of the governmental process. • Officeholders and candidates are responding to high campaign costs by raising ever-increasing amounts of money. This fundraising distracts public officeholders from important public matters and encourages contributions which may have the appearance of a corrupting influence.
• High campaign costs discourage community members from running for public office because newcomers to the political process may lack access to the financial resources necessary to wage effective campaigns.
• Limiting campaign contributions helps ensure equal opportunities for all candidates, promotes diversity among candidates and strengthens the community’s trust that their government is representative.
• Limiting contributions to candidates and committees, to the full extent allowed by law, helps promote participation in government and trust that the democratic process in not subverted by affluent special interest groups.
• Powerful special interests in Palm Springs have, in past elections, sought to use their wealth to dominate election results.

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68 • Palm Springs can best preserve its sense of community, safeguard its local democracy, and effectuate it commitment to fair public process by limiting all campaign contributions.
• By enacting this Chapter, the City Council seeks: to ensure that individuals and interest groups in our society have a fair and equal opportunity to participate in the elective and governmental processes; to reduce the influence of large contributions with a specific financial stake in matters before City governmental bodies; to curtail overall expenditures in campaigns; to reduce the excessive fundraising advantage of incumbents and thus encourage competition for elective office; to improve the disclosure of contribution sources in reasonable and effective ways; and to help restore public trust in governmental and electoral institutions.

The City Council finds that the establishment of campaign contribution limits is authorized by Section 10202 of the California Elections Code and Section 81013 of the California Government Code.

The Council further finds that the limit imposed herein is not so low as to infringe on candidates’ ability to communicate with the voters.
• Definitions
Unless a word or phrase is specifically defined in this Chapter, the definitions set forth in the Political Reform Act of 1974, as amended (California Government Code Sections 81000 et seq.) shall govern the interpretation of this Chapter. The following words and phrases shall have the meaning set forth below:
• Candidate
Any individual who has qualified to be listed on the ballot or who has solicited write-in votes on his or her behalf for election to the Palm Springs City Council or any other elected office of the City of Palm Springs, or who receives a contribution or makes an expenditure or gives consent for any other person to receive a contribution or to make an expenditure with a view to bringing about such person’s election to such office, whether or not the specific elective office for which such person will seek election is known at the time the contribution is received or the expenditure is made, and whether or not such person has announced candidacy or filed a declaration of candidacy at such time. “Candidate” shall also include any office holder who is the subject of a recall petition. The word “candidate” shall include a candidate’s controlled committee(s).

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69 • Election
Any general or special election held to elect or remove a member of the Palm Springs City Council or any other elected office of the City of Palm Springs. • Organization
Any corporation, association, partnership, committee, labor organization, political party or other similar legal entity or arrangement, whether organized for profit or not. • Person
A natural born individual, as well as any organization. • Small Contributor Political Action Committee
“Small contributor political action committee” means any committee which meets all of the following criteria:
• All of the contributions it receives from any person in a twelve-month period total fifty dollars or less.
• It has been in existence at least six months.
• It is not a candidate controlled committee.
• It received contributions from more than fifty persons. (f) Controlled Committee. As defined in Government Code Section 82016, a committee that is controlled directly or indirectly by a candidate or State measure proponent or that acts jointly with a candidate, controlled committee, or State measure proponent in connection with the making of expenditures. A candidate or State measure proponent controls a committee if he or she, his or her agent, or any other committee he or she controls has a significant influence on the actions or decisions of the committee.

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70 • Contribution Limitations
No person shall make to any candidate or to the controlled committee of such a candidate, a contribution or contributions that would cause the total amount contributed by such person to exceed one thousand dollars ($1,000.00) for each election in which the candidate was on, is on, or is likely to be on the ballot or in which the candidate sough or seeks write-in votes. No candidate for City Council shall seek, solicit or accept a contribution from any person that would cause the total amount received from such person to exceed one thousand dollars ($1,000.00) in connection with any single election.

The limitations imposed by this section shall be adjusted every five years, commencing on January 1, 2017, by an amount equal to the percentage change in the CPI-W Index for the Los Angeles/Riverside/Orange County area, as published by the United States Department of Labor, Bureau of Labor Statistics rounded to the nearest five dollars.

This section shall not apply to expenditures by a candidate of his or her own funds in support of his or her own campaign.

This section shall not be interpreted or applied to violate the right of association or the right to express views through expenditures. Rather, it is intended to be and shall be applied solely as a limit on campaign contributions to individuals and committees.

1.1.4 Family Contributions
For purposes of this section:

• Contributions by spouses or domestic partners shall be treated as separate contributions and shall not be aggregated.
• Contributions by children under the age of eighteen shall be attributed equally to each parent or guardian.
• Return of Contributions
Contributions shall not be considered to be received if it is not negotiated, deposited or utilized in a way and in addition if it is returned to the donor within ten days of receipt.

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71 • Loans
A loan shall be considered a contribution from the maker(s) as well as the guarantor, if any, of the loan and shall be subject to the contribution limitations of this chapter.

Every loan to a candidate or committee shall be by written agreement and shall be filed with the candidate’s or committee’s campaign statement on which the loan is first reported.

A loan made to a candidate or committee by a commercial lending institution in the regular course of business on the same terms available to members of the public shall not be subject to the contribution limitations of this Chapter. • Election Cycle
No person shall make a contribution to any candidate or any committee prior to the date that is twenty-four months before the election for which the contribution is made. No candidate for City Council or any committee shall solicit or accept a contribution from any person prior to the date that is twenty-four months before the election for which the contribution is made.
• Campaign Accounts
No candidate for City Council or committee shall expend contributions received in connection with a particular election on campaign expenses associated with a subsequent election. Campaign accounts of candidates elected to office in which there is a surplus following payment of campaign debts shall be re-designated as officeholder accounts and maintained in compliance with section 1.1.9. Any surplus funds beyond those permitted to be retained in an officeholder account shall be expended exclusively in compliance with Government Code Section 89515 or remitted to the City to be used for programs that enhance voter education and participation in elections. Candidates shall provide the City Clerk with documentary evidence that the balance in their campaign accounts complies with Section 1.1.9 within ten days of re-designation of the account as an officeholder account.
• Officeholder Accounts
Following the municipal election at which a candidate is elected or re-elected, the candidate’s campaign account shall be re-designated as an officeholder account.

No person shall make and no City Councilmember shall solicit or accept a

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72 contribution directly into an officeholder account. An officeholder account shall not hold more than ten thousand dollars ($10,000.00) at any one time. Funds in an officeholder account shall be used only for officeholder expenses associated with holding office in accordance with Sections 89512 through 89519 of the California Government Code, excluding that part of Subsection 89513(g) pertaining to loans to candidates, political parties or committees. Funds in an officeholder account shall not be used or expended: (a) in connection with an election of the City Councilmember or any other person for any elected office; (b) for campaign consulting, research, polling or similar services in connection with an election; (c) for membership dues in any athletic club or similar club or organization membership in which is primarily personal or social (but excluding membership in or contributions to community-serving or civic organizations); (d) as supplemental compensation for city employees for performance of an act that would be required or expected of that person in the regular course of his or her duties; or (e) for any expenditure that would violate the provisions of Government Code Sections 89506 and 89512 through 89515. Every City Council member who establishes and maintains an officeholder account shall file with the City Clerk a semi-annual report on a form provided the Clerk enumerating all deposits into the officeholder account and identifying all disbursements from the account more than one hundred dollars ($100.00) by showing the payee, date, amount, person(s) whose expenses were reimbursed and purpose of each such disbursement. The council member shall retain all receipts, invoices and other documents documenting disbursements from the account.
• Remedies for Violations
In addition to any other remedy provided by law, the portion of any contribution that exceeds the maximum contribution permitted by this chapter shall be remitted to the City and used for programs that enhance voter education and participation in elections.

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73 COMMUNICATIONS
Mission Statement
To provide the community with easy access to information, services, and programs and to engage our citizens through a spirit of transparency and the highest standard of ethics.

Introduction
The committee has approached the following recommendations with an eye on the mission statement but also with the consideration that the City has limited budgetary and human resources.

We believe these recommendations are achievable actions that can produce immediate results and have the most impact. Through an optimized and comprehensive communications strategy, the City can provide all citizens with the shortest path to information, services, and programs.

Four Main Areas of Focus
Community Interaction Traditional Media
Broadcast Operations Digital Media
Community Interaction

1. Expand & Optimize ONE--‐PS
• Synergize city sponsored events and community functions to foster ONE--‐ PS participation and enrollment.
• Explore media--‐friendly ONE--‐PS events and schedule regular speaking engagements for council members to speak at least once a month at schools, churches, senior groups, civic centers, etc.
• Implement a ONE--‐PS instruction program for website navigation

2. Town Halls & Outreach
• Schedule 4 town halls in underserved neighborhoods
• Invite business leaders, clergy and residents to attend interactive meetings • More in--‐person outreach to community organizations
• Booth at VillageFest where locals can meet the mayor and councilmembers • Liaison with Chamber of Commerce and Tourism Bureau

3. Encourage and Expand Feedback Opportunities
• Suggestion boxes at key city locations. (This is a good PR story for local news.)

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74 Traditional Media

1. Stronger Local Media Presence
• Coordinate regular press meetings and interviews with mayor, council and staff
• Consider more radio presence; “Ask the Mayor”, listener call--‐ins, etc. • Review communication process with media. Is each getting what they need?
• Strategic photo ops for mayor and council demonstrating concern for citizens

2. Barter Media Deals
• Explore and negotiate trades for media buys.
• Negotiate sponsorship/ad barter deals for city--‐run events • Schedule 4 town hall meetings a year for underserved neighborhoods.

3. Quarterly Desert Sun Insert
• Reach residents who are not online or digitally connected • Utilize this ad space for key announcements of town halls, etc.

4. Direct Mail and Other Traditional Media
• Negotiate with DWA or PSDS to include inserts in bill mailings • Post announcements and other key bulletins at social services offices, etc. • Revisit quarterly newsletter and distribute widely
Broadcast Operations

1. Upgrade Broadcast Operations
• Add cameras to better capture live presentation media and assets • Improve audio capture and mix

2. Closed Captioning (CC)
• Budget (CC) for all online and TV broadcasts of council meetings • Consider Spanish (CC) and/or SAP feeds

3. Supply Time Warner with Program Schedule
• Submit an EPG (Electronic Program Guide) Excel to Time Warner Cable • Will allow viewers to make appointment viewing and DVR recordings

4. Expand & Exploit Digital Distribution
• Publish all video on YouTube
• Research interactive / virtual town hall video technologies • Improve video playback functions and searchability on City’s website • Synergize with affiliates (ONE--‐PS, CoC, etc.) to include video links

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75 Digital Media

1. Represent City on Next Door
• Create an “agency” profile on Next Door
• Assign a city representative to publish key announcements/newsletter • Desert Water Agency and Police Department are current examples

2. Optimize Mobile Version of City’s Website
• Foster engagement with “contesting” campaigns. Make it fun. • Need a more prominent link for emergency preparedness (quake, fire)

3. Leverage Social Media to Build Engagement & Participation • Create contests and games to build community interaction • Identify local youth influencers to get youth involved • Enlist key youth influencers to advise on Instagram strategy Staffing
The subcommittee recommends one PR staff position be added to shoulder the additional administrative and daily social media upkeep.

An assistant or junior level PR position with social media experience and strong administrative skills would be ideal for the additional workload.

Media Rollout Plan
The subcommittee recommends a rollout plan to present the task force’s findings and build as much local and possibly national attention. This will further validate the city’s renewed effort towards ethics and transparency and demonstrate its ability and openness to work with the community. The rollout plan should include the following:

1. Press Release
• Background on the task force (who, what, how, when)
• Summary of the task force’s key recommendations
• City’s plan and timeline to implement key findings

2. Media Campaign
• Publish on Facebook, City website, and all social media (Next Door, etc.) • Press Conference for all news outlets. Explore wider coverage (nationality) • Photo opportunity of Mayor and Councilmember Kors with group chairs • Develop strategy to make the story newsworthy.
• Remarks and speech by Mayor

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76 GRANTS

1. Change the Municipal Code that requires City Council to approve by simple majority a resolution adopting any program of grants, rebates or subsidies made to any for‐ profit or non‐profit entity or individuals. The Authorizing Resolution would have to spell out the basics of the program including:
 The purpose and goals of the program
 The expected annual budget for the program and any methods to be used to alter the budget each year
 The time frame for submitting applications by the public  Eligibility requirements for applicants
 Criteria for awarding grants/rebates/subsidies
 Roles of the City Staff, Grants Commission and City Council in making awards and requirements for dealing with conflicts of interest  Reporting Requirements of awardees and plans for an annual review process of the program
 Requirements for public disclosure of the program, application processes, eligibility requirements, awards, criteria used and program results
 MINORITY REPORT – All grant programs should have a maximum 5 year sunset provision ‐‐ after the term of the program it would be reviewed by Council and amended, re‐adopted or eliminated Any grants/subsidies/rebates granted outside of one of the authorized programs would then have to be approved specifically by a 3/4's majority of City Council following public disclosure of the proposed item and analysis of the goals, impacts, and potential conflicts of the proposal.

2. Change the Municipal Code to create a Grants Commission along the following lines:
 Three or five members who are not council members or city staff, but named by majority vote of the council
 The primary goal of the Grants Commission is to provide oversight of the ongoing implementation of the requirement for Grant Program Resolutions through the following responsibilities:
 Any new Grant Program Resolution must be reviewed by the commission before adoption by the council to assess if it meets the requirements of
 Municipal Code. The commission could issue an advisory (i.e. non‐ binding)
 endorsement or non‐endorsement
 Any program being re‐adopted must be reviewed in similar fashion

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77  All annual assessments of all programs must be reviewed by the commission
 and the commission could draft resolutions calling for changes in programs or administration
 The Commission could also play some specific role in any program if the  authorizing resolution requires that – i.e. recommending grant award amounts to City Council
In effect, the Grants Commission would be the watchdog on overall grants and serve as a check and balance on the City Council

3. Adopt the following four Grant Program Resolutions (proposed program descriptions follow)
Special Events/Sponsorships
Nonprofit Organization Capital and Equipment Expenditures Social and Human Services Grants
Donations and Contributions Fund
Note: Palm Springs’ previous Transient Occupancy Tax (TOT) Rebate program would normally fall under the requirement for a Grant Program Resolution. However as no such program now exists or is there a desire on the part of the Council to establish one, no recommendation for a TOT Rebate program is included. Such a program resolution would need to be drafted once the parameters and goals of such a program are established.

4. Background: In developing these recommendations, the Subcommittee analyzed the current practice of Palm Springs in making grants, drew on its own expertise and reviewed the practices of a variety of similarly situated municipalities both within California and outside the state. Those included:

Carmel, Indian Wells, Lake Tahoe, Long Beach, Los Angeles, Monterrey, Palm Beach (FL), Palo Alto, Palos Verdes, Santa Barbara, Santa Fe (NM), Telluride (CO), and Riverside County.

5. Conflicts of interest: The Subcommittee conducted research into best practices in defining and declaring conflicts of interest. The California Fair Political Practices Commission (CFPPC) has an existing rule (http://www.fppc.ca.gov/learn/conflicts‐ of‐ interest‐rules.html) which defines conflicts of interests as matters with direct financial implications for the elected/appointed official, including transactions that should disqualify an official from participating in or influencing a decision.

Revisions to the existing conflict of interest policy regarding these decisions should be made consistently with recommendations from the Ethics Subcommittee of this Task Force and with guidance issued by CFPPC for adopting and amending policies and procedures to manage conflicts of interest

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78 ((http://www.fppc.ca.gov/learn/rules‐on‐ conflict‐of‐interest‐codes/local‐ government‐agencies‐adopting‐amending‐coi.html).

Proposed Special Events/Sponsorships Grant Program
The length of time for the program to exist
• As long as the City Council believes it is appropriate for the betterment of the City of Palm Springs, but the program must be explicitly re‐authorized every five years following an assessment of its effectiveness.

Purpose and goals of the program
• To provide financial support to special events that provide social, recreational and cultural benefits to the City of Palm Springs or that attract visitors as well as residents and provide economic benefits to the citizens and City of Palm Springs.

Annual budget
• Approximately $200,000‐250,000;
• Council shall recommend an amount commensurate with the level of investment Council determines is appropriate for the fiscal year;
The time frame for submitting applications by the public • Applications shall be due annually on or about April 1 each year Eligibility criteria for applicants
• To be eligible, organizations must meet all the following criteria • Organized as a CA not‐for‐profit corporation
• IRS 501(c)(3) recognition, if applicable
• The applicant must have no outstanding debt owed to the City of Palm Springs • Organization must provide a copy of the independent auditor’s report (if applicable) to the City of Palm Springs within 90 days of completion Criteria for awarding grants
• All events must take place within the City of Palm Springs; • All events must take place during the fiscal year they are funded; • Funding from the City of Palm Springs may not exceed $50,000 or 20% of the event, whichever is smaller
• The event is not financially dependent upon receiving the support of the City of Palm Springs
• The event is sponsored/hosted by a City of Palm Springs or Riverside County based not for profit organization
• Organizations may be funded only up to a five (5) year period. • Documentation of all revenues and expenditures must be submitted to the City of Palm Springs within 60 days after the event is held.

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79 • Recognition must be provided to the City of Palm Springs consistent with the organization’s current donor recognition protocols; • The event serves and promotes the City of Palm Springs to both its residents and visitors;
• The event plan includes a promotion/marketing plan, budget and performance measures, as appropriate;
• The event calls attention and promotes the City of Palm Springs as a desirable place to visit, work, play and do business
Roles of the City Staff and City Council in making awards and requirements for dealing with conflicts of interest
• City Staff
• Publicize eligibility, anticipated award total, individual award limitations, and other pertinent information on website 45 days in advance of release of online application;
• Establish scoring/evaluation criteria for awards and append to application; • Make application available on the City’s website each year at least 60 days prior to application deadline;
• Respond to inquiries from applicant organizations by publishing questions (verbatim) and answers on the City’s website for the benefit of all applicants; • Create facility for electronic submission of applications; • Close application period at the published date and time; • Conduct initial review of received applications for completion and adherence to published criteria for eligibility;
• Disqualify any incomplete applications or ineligible applicant organizations and retain list of disqualified applications for review by Council; • Provide Council with summary information for each application (including at a minimum, organization name, program name, short description of program, amount of request, purpose of request, depreciation period, and other pertinent application data) as well as full applications eligible for consideration; • Distribute criteria for scoring/evaluation to Council and/or Grants Committee; • Confirm any conflict(s) of interested declared by Council; • Investigate applicant organizations’ lists detailing boards of directors and advisory board members for Council and/or Grants Committee members; • Circulate list of conflict(s) of interest disclosed and discovered with grant applications;
• Establish participation criteria and distribute to Council and/or Grants Committee;
• Facilitate discussion among Council and/or Grants Committee making decisions for awards;
• Confirm individuals with conflict(s) of interest are recused as appropriate; • Document score/evaluation outcome of each application reviewed; • Notify organizations awarded in writing, along with reminder of all required documentation to be submitted to City;
• Collect all required documentation from awarded organizations;

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80 • Review documentation of expenditures to verify eligibility and compliance with grant program requirements:
• If ineligible, require repayment of disallowed amount from organization; retain documentation in accordance with City’s document retention and destruction schedule.
• If eligible, indicate compliance in organization file; retain all documentation in accordance with the City’s document retention and destruction schedule. • Council
• Establish criteria for selecting members of Grants Committee, if determination is made to do so;
• Announce Grants Committee criteria, application requirements, and due dates on City website;
• Collect and review applications for Grants Committee; • Select Grants Committee and notify those selected;
• Establish date for evaluation meeting within 45 days of application close; • Review applications in advance of deliberation;
• Declare any conflict(s) of interest in advance of deliberation to City Staff and recuse self from discussion of application(s) affected; • Agree to be recused if City Staff discover conflict(s) of interest not disclosed; • Participate in discussions for evaluating applications (barring any conflicts addressed above) and decision‐making as determined by City Staff;
• Surrender any printed documents from applications to City Staff for destruction at close of deliberation.

Reporting Requirements of awardees and plans for an annual review process of the program
• Final accounting of all revenues and expenditures of the event must be submitted within 90 days after the event was held;
Requirements for public disclosure of the program, application processes, eligibility requirements, awards, criteria used and program results • Application, eligibility requirements, and responses to questions to be published on the City’s website;
• Evaluation criteria to be appended to application;
• Awards to be made public on City’s website within reasonable time period following determination;
• Results of evaluation/scoring to be made available upon request to organizations applying for awards;
• Results of evaluation/scoring to be made available upon Open Records Request for all eligible applications.

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81 Proposed Social and Human Services Grants
Purpose and Goals of the Program
Funding of services provided by non‐profit organizations to meet the needs of disadvantaged residents of Palm Springs will be awarded through a competitive request for proposals (RFP) process.

Timeframe for Submitting Applications and Annual Budget The City Council will determine the amount of funds available, the range of grant award amounts and the estimated number of grants to be awarded as part of advertising availability of funding and request for proposals. The City Council will decide to prioritize human needs (homeless, delinquency prevention, service for the elderly, etc.) or solicit proposals for all needs that can be documented by applicants.

Application Procedures
An application form (RFP) will be developed and advertised by the City. RFPs will have an opening and closing date for submission of proposals. The RFP will require applicants to provide an agency description, proposed project budget, all sources of revenue to fund the project, a detailed project description, a description of the need to be met, and a rationale that states the reasons the applicant is qualified and prepared to provide the needed services.

Eligibility Requirements
Tax exempt under Section 501‐c‐3 of the U.S. Revenue Code Services are provided primarily to residents of the City of Palm Springs.

City of Palm Springs is publically listed as a funding source in brochures, project descriptions, and other relevant materials.

Applicants will be required to obtain funding from other sources in addition to the City. Requested funding should be limited to a percentage of total project costs. The percentages for other funding sources and City share of costs should be determined by the City Council.

Grant awards will be limited to a percentage of the applicant’s annual expenditures as reported in its most recent Form 990 tax return. The percentage should be determined by the City Council.

Priority consideration should be given to incubator projects; however other priorities such as emergency or temporary services responsive to human needs can be made a priority by the City Council if it is determined in the best interest of the City.

All applicants will be required to include a financial sustainability plan the will describe how the program can be implemented without City funding over a specified time period.

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82 Criteria for Selecting Recipients of Donations/Contribution The City will develop proposal evaluation criteria that will be included in the RFP.

City staff will conduct an initial review of applications to select only those applications that meet the RFP requirements (submitted by the deadline, required documentation attached, etc.). The City Council will designate the persons responsible for reading and scoring proposals according to the published evaluation criteria.

The City Council will select applicants and determine grant award amount based upon a review of the evaluation and other factors City Council members may determine are relevant, such as site visits, interviews, responses to requests for additional information, etc.

Conflicts of Interest
Elected officials are required to disclose any compensation or financial interest they may have with a potential recipient of funding,
Roles of the City Staff, Grants Commission and City Council in making awards and requirements for dealing with conflicts of interest • City Staff
• Publicize eligibility, anticipated award total, individual award limitations, and other pertinent information on website 45 days in advance of release of application;
• Establish scoring/evaluation criteria for awards and append to application; • Make application available on the City’s website each year at least 60 days prior to application deadline;
• Respond to inquiries from applicant organizations by publishing questions (verbatim) and answers on the City’s website for the benefit of all applicants; • Create facility for electronic submission of applications; • Close application period at the published date and time; • Conduct initial review of received applications for completion and adherence to published criteria for eligibility;
• Disqualify any incomplete applications or ineligible applicant organizations and retain list of disqualified applications for review by Grants Commission and Council;
• Review grantee close out reports (if any) to verify compliance with past requirements;
• If ineligible, require repayment of disallowed amount from organization; retain documentation in accordance with City’s document retention and destruction schedule.
• If eligible, indicate compliance in organization file; retain all documentation in accordance with the City’s document retention and destruction schedule.

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83 • Provide Grants Commission and Council with summary information for each application (including at a minimum, organization name, program name, short description of program, amount of request, purpose of request, depreciation period, and other pertinent application data) as well as full applications eligible for consideration;
• Distribute criteria for scoring/evaluation to Council and Grants Commission; • Confirm any conflict(s) of interested declared by Council or Grants Commission
• Investigate applicant organizations’ lists detailing boards of directors and advisory board members for Council or Grants Commission members; • Circulate list of conflict(s) of interest disclosed and discovered with grant applications;
• Establish participation criteria and distribute to Council and Grants Commission;
• Facilitate discussion among Council and Grants Commission making decisions for awards;
• Confirm individuals with conflict(s) of interest are recused as appropriate; • Document score/evaluation outcome of each application reviewed; • Notify organizations awarded in writing, along with reminder of all required documentation to be submitted to City;
• Collect all required documentation from awarded organizations; • Review documentation of expenditures to verify eligibility and compliance with grant program requirements:
• If ineligible, require repayment of disallowed amount from organization; retain documentation in accordance with City’s document retention and destruction schedule.
• If eligible, indicate compliance in organization file; retain all documentation in accordance with the City’s document retention and destruction schedule.
• Grants Commission
• Establish date for evaluation meeting within 45 days of application close; • Review applications in advance of deliberation;
• Declare any conflict(s) of interest in advance of deliberation to City Staff and recuse self from discussion of application(s) affected; • Agree to be recused if City Staff discover conflict(s) of interest not disclosed;
• Review qualified applications after screening by City Staff and recommend awards to City Council
• Review the Social and Human Services Grants Program annually to assess it’s adherence to these procedures
• Surrender any printed documents from applications to City Staff for destruction at close of deliberation.
• Council
• Establish date for evaluation meeting within 60 days of application close;

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84 • Review applications in advance of deliberation;
• Declare any conflict(s) of interest in advance of deliberation to City Staff and recuse self from discussion of application(s) affected; • Agree to be recused if City Staff discover conflict(s) of interest not disclosed; • Participate in discussions for evaluating applications (barring any conflicts addressed above) and decision‐making as determined by City Staff; • Make decisions on awards to qualified applicants as determined by majority vote of the Council.
• Surrender any printed documents from applications to City Staff for destruction at close of deliberation.

Reporting Requirements
At the end of the grant contract, grantees will be required to submit a close out report that describes the services provided; the number of service units provided; the number of persons served; and a line item description of funding expended or reimbursement by service unit, including both City funds and funds from other sources.

The recipient of funding is required to list the City of Palm Springs as a supporter of the event in literature or signage
Proposed Nonprofit Organization Capital and Equipment Expenditure Grant Program
The length of time for the program to exist
• Up to 5 years ‐ the program should be renewed or amended as needed by the City Council at the end of this period.

Purpose and goals of the program
• To fund capital expenditures or procurement of equipment by nonprofit organizations serving the citizens of Palm Springs.

Annual budget
• To be determined by the City Council on an annual basis. Council shall recommend an amount commensurate with the level of investment Council determines is appropriate for the fiscal year.

The time frame for submitting applications
• Applications shall be due annually on a timetable established by the City Council.

Eligibility criteria for applicants
• To be eligible, organizations must meet all the following criteria:
• organized as a CA nonprofit corporation;
• recognized as a 501(c)(3) nonprofit organization by IRS (determination letter to be submitted with application);

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85 • offers programs and/or services that have a direct benefit to the citizens of Palm Springs;
• capital expenditure or equipment purchase may not be funded by another restricted source;
• funding from the City of Palm Springs may not exceed 100% of the cost of acquisition
• organization must provide at least 25% of total acquisition cost from other unrestricted sources;
• cost estimates from vendors should be current;
• proposed project must be completed within one (1) year of award date; • capital improvement/construction projects require submission of a certified estimate by a qualified architect or licensed construction contractor and should conform to requirements of the Davis‐Bacon Act and/or other prevailing federal or state legislation ensuring fair practices.

Criteria for awarding grants
• organizations may receive awards only once each 5‐year period of the program;
• documentation of expenditure(s) and depreciation schedule must be submitted to the City of Palm Springs within 90 days of purchase or award, whichever is later;
• recognition must be provided to the City of Palm Springs consistent with the organization’s current donor recognition protocols;
• awards may be limited to $100,000 or 20% of the organization’s annual operating budget, whichever is less;
• exceptions to funding limits may be approved upon a vote of the full City Council; • organization must provide a copy of the independent auditor’s report (if applicable) to the City of Palm Springs within 90 days of its completion.

Roles of the City Staff, Grants Commission, and City Council in making awards and requirements for dealing with conflicts of interest
• City Staff
• Publicize eligibility, anticipated award total, individual award limitations, and other pertinent information on website 45 days in advance of release of application;
• Establish scoring/evaluation criteria for awards and append to application; • Make application available on the City’s website each year at least 60 days prior to application deadline;
• Respond to inquiries from applicant organizations by publishing questions (verbatim) and answers on the City’s website for the benefit of all applicants; • Create facility for electronic submission of applications; • Close application period at the published date and time; • Conduct initial review of received applications for completion and adherence to published criteria for eligibility;

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86 • Disqualify any incomplete applications or ineligible applicant organizations and retain list of disqualified applications for review by Grants Commission and Council;
• Provide Grants Commission and Council with summary information for each application (including at a minimum, organization name, program name, short description of program, amount of request, purpose of request, depreciation period, and other pertinent application data) as well as full applications eligible for consideration;
• Distribute criteria for scoring/evaluation to Council and Grants Commission;
• Confirm any conflict(s) of interested declared by Council or Grants Commission
• Investigate applicant organizations’ lists detailing boards of directors and/or advisory board members to determine if City Council or Grants Commission members serve in such capacity;
• Circulate list of conflict(s) of interest disclosed and discovered with grant applications;
• Establish participation criteria and distribute to City Council and Grants Commission;
• Facilitate discussion among City Council and Grants Commission making decisions for awards;
• Confirm individuals with conflict(s) of interest are recused as appropriate; • Document score/evaluation outcome of each application reviewed; • Notify organizations awarded in writing, along with reminder of all required documentation to be submitted to City;
• Collect all required documentation from awarded organizations; • Review documentation of expenditures to verify eligibility and compliance with grant program requirements:
• If ineligible, require repayment of disallowed amount from organization; retain documentation in accordance with City’s document retention and destruction schedule.
• If eligible, indicate compliance in organization file; retain all documentation in accordance with the City’s document retention and destruction schedule.
• Grants Commission
• Conduct annual review of the Capital and Equipment Grants Program annually to assess its adherence to established protocols; • Establish meeting date for application review and deliberation meeting within 45 days of application close;
• Review applications in advance of deliberation;
• Declare any conflict(s) of interest in advance of deliberation to City Staff and recuse self from discussion of application(s) affected; • Agree to be recused if City Staff discover conflict(s) of interest not disclosed; • Review qualified applications after screening by City Staff and recommend awards to City Council

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87 • Surrender any printed documents from applications to City Staff for destruction at close of deliberation.
• City Council
• Allocate financial resources for program each year during budget cycle; • Authorize Grants Commission, including eligibility criteria, application requirements, selection criteria, and terms of service concisely with other City Commissions;
• Establish meeting date for application review and deliberation within 60 days of application close;
• Review applications in advance of deliberation;
• Declare any conflict(s) of interest in advance of deliberation to City Staff and recuse self from discussion of application(s) affected; • Agree to be recused if City Staff discover conflict(s) of interest not disclosed; • Participate in discussions for application review (barring any conflicts addressed above) and funding decisions;
• Make awards to qualified applicants as determined by majority vote of the Council.
• Surrender any printed documents from applications to City Staff for destruction at close of deliberation.

Reporting Requirements of awardees and plans for an annual review process of the program
• Source documents for expenditures, as outlined in application budget; • Depreciation schedule of items purchased;
• Audit, if applicable, within 90 days of completion.

Requirements for public disclosure of the program, application processes, eligibility requirements, awards, criteria used, and program results • Application, eligibility requirements, and responses to questions to be published on the City’s website;
• Evaluation criteria to be appended to application;
• Awards to be made public on City’s website within reasonable time period following determination;
• Results of evaluation/scoring to be made available upon request to organizations applying for awards;
• Results of evaluation/scoring to be made available upon Open Records Request for all eligible applications.

Proposed Donations and Contributions Fund
Purpose and Goals of the Program
Our elected representatives are responsible for understanding the needs of the communities they serve. They should be empowered to provide support and

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88 acknowledgement in the form of donations to those outstanding organizations they believe are making important contributions to protecting and preserving the welfare of the City.

The Mayor and each City Council Member will be provided a fund to purchase tickets or to fund raising events of non‐profit organizations serving the City of Palm Springs. Each elected official will individually select the organizations to receive these contributions. Examples of such fund‐raising events include receptions, charity auctions, banquets, golf tournaments, and fashion shows.

Donations/contributions made by elected officials from this fund will be used to purchase admission tickets to the fund raising event, which elected officials can distribute using their own discretion.

Timeframe for Submitting Applications and Annual Budget Each year the City of Palm Springs will determine the amount to allocate to the Donations and Contribution Fund. These funds will be divided equally among the Mayor and City Council Members. All disbursements shall be disclosed publically on a quarterly basis. The City Council will determine the maximum amount that can be contributed to any one organization.

Application Procedures
An application form is not required. Requests can be made at any time before the fund raising event. The request should be in the form of a letter on the agency’s letterhead, addressed to the elected official. The letter should include a description of the fund raising event; the date and location of the event; the price of tickets; and the amount requested. Proof of tax‐exempt status should be attached to the letter.

Eligibility Requirements
Tax exempt under Section 501‐c‐3 of the U.S. Revenue Code The fund raising event is open to the public
City of Palm Springs is publically listed as a financial contributor to the event.

The applicant agency provides services that primarily benefit the citizens of the City of Palm Springs.

Criteria for Selecting Recipients of Donations/Contribution The elected official determines that the donation/contribution provides a benefit to the City. All awards must meet the eligibility requirements.

Note: Elected officials may make donations and contributions to organizations that receive grant funding from any of Palm Springs’ other grant programs as Contributions and Donations made under this grant program are exclusively at the discretion of the elected official.

Conflicts of Interest
Elected officials are required to disclose any compensation or financial interest they may have with a potential recipient of funding.

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89 Role of City Staff
Letters of request and proof on tax exempt status approved by the elected official shall be given to appropriate City staff for processing, including payment of funds.

Reporting Requirements
Non‐profit organizations that are recipients of funding are required to issue a receipt for the donation/contribution and implement the event that is supported by the contribution.

The recipient of funding is required to list the City of Palm Springs as a supporter of the event in literature or signage at the event.

All donations made under this program must be disclosed by the City on its web site on a quarterly basis, indicating the amount received, the recipient organization and the sponsoring elected official. Such information must remain on the city’s web site until the elected official’s term of office expires.

MINORITY REPORT: This program should not be adopted as it is inconsistent with the other recommendations of the grants committee. The contributions program operates with a different set of rules for decision‐making and places one person in the position to use public dollars without accountability. Further, this program operates outside of the suggested changes to the City Charter, authorizing the Grants Commission to provide oversight of the programs described in these recommendations. This program provides unique opportunity for abuse of a Council Member’s fiduciary responsibilities and circumvention of the City’s conflict of interest policy and procedures.

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90 DIVERSITY/INCLUSIVENESS
Introduction
As we in Palm Springs have addressed in 2016 issues of Ethics, Transparency and Government Reform, our nation has witnessed event after event that remind us of the importance Diversity and Inclusion in government. We have lost lives as both police officers and citizens of color have been targeted. We have seen immigrant communities become political targets. We have seen state legislatures pass laws targeting LGBT citizens. Communities of color and sexual minorities have an on-going history of mistrust in government.

We expect Palm Springs to be different. Our community includes scores of people who have specifically chosen to live in Palm Springs because of our diversity, our record of inclusion and the opportunity to give back within a welcoming community.

We have an obligation to ‘walk the talk’ -- to go the extra mile to insure that everyone feels welcome, that every neighborhood contributes and that our city government reflects the broad diversity of all the people that make Palm Springs home.

We are a city blessed with numerous residents who bring to Palm Springs a lifetime of world-class experience and achievement. Any city would be fortunate to fill its Boards and Commissioners from our pool of talent. But, we have an opportunity to do more – to use our talent to mentor, to use our commitment to equality to broaden our pool of applicants and to use our expertise to overcome barriers to involvement.

Diversity is the full range of human differences, including but not limited to race, ethnicity, gender, gender identity, sexual orientation, age, social class, physical ability or attributes, religious or ethical values system, national origin, and political beliefs.

Inclusion is involvement and empowerment, where the inherent worth and dignity of all people are recognized and utilized. An inclusive city promotes and sustains a sense of belonging; it values and practices respect for the talents, beliefs, backgrounds, and ways of living of its members.

Recommendations

1. Hire or designate a Senior Staff person to oversee Diversity/Inclusiveness programs with responsibility to promote a diverse and inclusive representation in the city’s staff, Boards and Commissions.

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91 2. Complete a full baseline assessment of the current diversity within our city’s staff, Boards and Commissions

3. Develop outreach programs, including public service announcements, directed at under-represented groups within our city’s staff, Boards and Commissions

4. Develop Internship and Mentoring programs

5. Broaden the posting of information about and applications Boards & Commissions to include social media, minority focused media, churches and social organizations that are used by under-represented groups

6. Each public body of city government should review its start time and duration of meetings with the goal of increasing the opportunity for public participation

7. Periodically hold City Council Public Forums and Commission Meetings in Neighborhoods.

8. Structure City Council/Commission Meetings so as to complete their work in no more than three hours.

9. Being a registered voter is the appropriate minimum measure of eligibility for Boards and Commissions.

10. Each Board and Commission should be tasked with assessing the need for inclusion of non-voting members representing important stakeholders that are ineligible to vote in Palm Springs (e.g., students, seasonal residents and noncitizens, including undocumented residents).

11. In assembling Task Forces to study issues, such as this one, we should be open to membership of all our residents.

12. In assessing community needs we should reach out to community organizations that are inclusive of both documented and undocumented residents.

13. In receiving public comment before our City Council or are Boards and Commissions we should make it possible for those who do not speak English to speak and to be understood.

14. For our City Council, Boards & Commissions Meetings -- where an English language broadcast is available; we should upon request make a Spanish language broadcast available.

Background Questions and Discussion

1. How do we drive change toward a more diverse/representative/inclusive Palm Springs government within its boards, commissions and city staff? a. Leadership
i. This pursuit would likely necessitate full-participation and citywide change. It would also require commitment by senior
management/officials to articulate this change as an institutional value, with an accompanying willingness to, at least partially, dismantle existing system. Importantly, if buy-in is to be achieved, it is vital to avoid symbolic vs. actual substantive change.

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92 ii. Change agent: Consider assigning/hiring a Senior Staff person to oversee citywide program, assume role of program development and community liaison. Would likely benefit from a diverse team to assist in managing processes over time.

2. Change Management Considerations
a. Climate, Infrastructure, Challenges to Change and accompanying dialectic i. Assess baseline level of Cultural Competency
ii. ID where models already exist within organization, their adequacy, deficiencies and what has/has not worked
iii. Identify obstacles to change, including organizational structures/systems
iv. Assess impact of change on existing organization and ways to mitigate associated problems
v. Create ongoing dialectic, thereby creating common ground vi. Develop training to provide overview, benefits and address specific deficits
vii. Create time-line with interim opportunities/goals
viii. Determine if diversity will always be the primary goal or if some circumstances where not needed or appropriate, i.e. where SMEs take precedence over need for more diverse group
ix. Identify stakeholders and have goal of proportionate representation x. Highlight benefits of inclusion as a generic value, as well as support for inclusion of specific groups/populations as an enriching benefit xi. Identify why less participation of particular groups, and barriers to entry
b. ID opportunities for change and what needs to be factored into implementation:
i. Identify criteria for organizational selections and whether phased into organizational groups over time
ii. How will opportunities vary based on needed technical expertise, cultural groups, etc.
iii. Assess readiness for implementation and what elements need preparation
iv. Create timeline to support well-executed implementation c. Methodology, Recruitment and Retention:
i. ID stakeholders.
ii. ID and promote values of stakeholders as well as the added value of their participation

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93 iii. ID and establish mechanisms to work collaboratively both intraagency, and within community organizations and networks of underrepresented groups
iv. Internal and external/community outreach
v. Review structural changes needed to accommodate expanded roles/groups
vi. Are outreach efforts culturally sensitive and accessible to target populations?
vii. Identify systems issues, including changes at a rate system can tolerate
viii. Identify those systems lacking diversity and determine proportionally appropriate representation
ix. Creating a safe climate for underrepresented members. Consider assertiveness training for those new to being in positions of authority
x. Training to include increased insight into isms, which can be subtle, but with significant influence in decision making
xi. Establish diverse selection teams
xii. Assess and determine ways to meet bilingual needs
xiii. Drawing from high schools and local colleges, consider grooming/growing pool of future engaged citizenry who can assume future participatory and leadership positions. This could include internships, mentoring and non-voting membership on
boards/commissions
xiv. Explore appropriate media to reach identified populations xv. PSAs
xvi. Post openings on City website
xvii. Community bulletin boards
xviii. Bilingual access to media
xix. Job and Bulletin Boards at schools and community locations, i.e. churches, senior centers, etc.
xx. Assess and reassess
d. Considerations:
i. Change should occur at a rate that system can tolerate ii. Consider risk vs. benefit of not implementing representative diversity changes
iii. Balance mandating with motivating
iv. Should there be uniform standard of diversity needs vs. case-bycase assessment, and tailored to need for reliable representation of those who would be impacted
v. Does notion of diversity need to be fluid – i.e. depending on mandate of a particular board there might be logical stakeholders or requirement for particular expertise

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94 e. Monitoring and Evaluations:
i. Boards and Commissions Recruitment process reforms
ii. Assessment of current level of diversity
iii. Application process improvements
iv. Inclusion of those ineligible to vote
v. Outreach programs to diverse groups
vi. Public Service Announcements (Digicom developed)
vii. Internship and mentoring programs
viii. Posting of applicants to Boards & Commissions

3. How do we measure success?
a) Once change has been made to the process and procedures around identifying and recruiting a diverse/representative group of volunteer committee members it is important to evaluate the effectiveness of the change. Further, where change is not taking place, continuous improvement should ensue to ensure we get to the ultimate goal of more representative government.
b) Following are some of the ways we can not only measure success but also increase the potential for successful change:
i. Establish a baseline and measure against it.
ii. Conduct brief introductory sessions with each city department head and citizen committee to explain the task force’s work and recommendations (at the conclusion of the task force’s work). iii. Routinely (suggest quarterly) report on the progress of the implemented changes to department heads, committee leadership as well as the general public. Keep the goals in the public’s “eye”. iv. At the onset, prepare an outline of the current membership demographics. Since this information is not readily available, prepare a “non-invasive” questionnaire for each committee chair to complete for his/her respective committee. This survey data will serve as a baseline for measurement. Naturally, we cannot require each member to respond to all/any questions, but with the proper introduction (as outlined in #1) and the development of an anonymous response, it is suggested we can gather the information needed.
v. As committees are “re-populated”, conduct new surveys on a routine/comprehensive basis (annually) and use these results to compare to baseline. Note: it is not suggested that candidates applying for positions be asked to fill out the questionnaire prior to selection.
vi. Simultaneous with 4 above, document the recruitment changes that was implemented during the period so that effective change (and noneffective) can be identified.

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95 vii. In addition to 3 and 4 above, simply “count” the number of applications received for each vacancy (by committee) and include this measurement (the simple count—hopefully it will increase!) in the data. viii. Re-visit the process at the end of one year.

4. Practices that discourage involvement in City government a) The Diversity/Inclusiveness Committee of the Ethics, Transparency & Government Reform Task Force discussed whether there are current practices that discourage involvement in City government. Specifically, we looked at meeting location, start times and duration. It is clear that some Palm Springs residents find it difficult to serve on commissions and/or be involved in city government due to these issues. For example, working people and students may find it difficult to meet during the middle of the day. Parents with young children may find it difficult to meet in the early evening. Some people may not be able to stay for meetings that last more than a couple hours or that goes late at night. People without easy access to transportation may find it difficult to meet at City Hall if they live in the far north or south ends of Palm Springs.
b) It is also true that different commissions have different needs for skills and representation, and it is true that it’s often difficult to find a location, start time and duration of meeting that pleases everyone. Therefore, we recommend:
i. Each public body of city government look at the diversity and skill needs of its group and take into consideration the location, start time and duration of meetings that will balance the sometimes conflicting needs of skills and representation.
ii. Although it may be logistically challenging, it may be possible occasionally to hold meetings at a different time and location. iii. Hold City Council/Commission Meetings in Neighborhoods. iv. Structure City Council/Commission Meetings so as to complete their work in no more than three hours.

5. How do we get more African-American, Asian, Latino and Native-Americans representation on our Boards & Commissions?
Our city includes many part-time residents, who support and participate an in our non-profit and philanthropic institutions, as well as, contribute to the economic wellbeing of our city. Our part-time population includes numerous US and Canadian citizens.

Our city Charter limits appointment to our Boards and Commissions to “city electors”. There is a debate in many communities regarding Board & Commission participation by non-citizens. San Francisco, Boulder, New York

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96 and Chicago are among many cities that have debated the issue. In the overwhelmingly Latino cities of Bell Gardens and Huntington Park non-citizen residents are eligible for appointment to Boards and Commissions.

Boards and Commissions take actions and recommend policy on behalf of the city of Palm Springs. The members of Boards and Commissions are subject to state reporting requirements. The State of California limits Board and Commission eligibility to citizens. It is our conclusion, that registered voter is the appropriate minimum measure of eligibility. However, we believe there should be the possibility of a non-voting role on our Boards and Commissions for those not eligible to vote in Palm Springs. Each Board and Commission should be tasked with assessing the need for inclusion of non-voting members representing important stakeholders in our city.

Nonetheless, we in Palm Springs can and should do more to include all of our residents in public policy decision making.
i. In assembling Task Forces to study issues, such as this one, we should be open to membership of all our residents.
ii. In assessing community needs we should reach out to community organizations that are inclusive of both documented and undocumented residents.
iii. In receiving public comment before our City Council or are Boards and Commissions we should make it possible for those who do not speak English to speak and to be understood.
iv. For our City Council, Boards & Commissions Meetings -- Where an English language broadcast is available; we should upon request make a Spanish language broadcast available.

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97 ORIENTATION & TRAINING
The Working Committee on Orientation and Training submits the following recommendations to the Palm Springs City Council.

I ORIENTATION FOR NEWLY ELECTED CITY COUNCIL MEMBERS AND MAYOR

1. Newly elected City Council members and Mayor shall attend and complete, no later than February 1st, after a November election, an in-person ethics training, such as one provided by the League of California Cities (LOCC). a. Upon completion of the aforementioned ethics training course a “Certificate of Completion” shall be maintained on file with the City Clerk, or functional equivalent. Additionally, said Certificate shall be made available on the City of Palm Spring’s website.

II CONTINUING EDUCATION AND TRAINING

1. Every year every City Council member and Mayor shall attend and complete the existing City of Palm Springs ethics, conflict of interest training which is provided for all City Hall employees.

2. Every two (2) years, every City Council member and Mayor shall participate in, at least, two (2) hours of sexual harassment training, whether in person or via internet.
a. Upon completion of the aforementioned ethics training course a “Certificate of Completion” shall be maintained on file with the City Clerk, or functional equivalent. Additionally, said Certificate shall be made available on the City of Palm Spring’s website.

3. The Office of the Palm Springs City Clerk shall crate a Newly Elected City Council Member/Mayor Handbook which will detail the policies and procedures for members/Mayor.
a. Handbook suggested topics:
i. Overview of the Structure of Palm Springs’ Local Government ii. Your Role as a City Council member/Mayor
iii. Meeting Management
iv. Commissions and Committees
b. Examples of Handbooks:
i. http://novato.org/home/showdocument?id=14344 (City of Novato)
ii. https://www.rocklin.ca.us/civica/filebank/blobdload.asp?BlobID= 15749 (City of Rockland)
iii. http://www.ci.lathrop.ca.us/council/documents/HANDBOOK%20 OF%20RULES%20AND%20PROCEDURES%20Rev%202011-
07-11.pdf (City of Lathrop)

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ATTACHMENT B

WHISTLEBLOWER

HOTLINE
FORM

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Post Office Box 2743 • Palm Springs, California 92263-2743 Created (01/03/2018)
City of Palm Springs
Public Integrity Whistleblower Hotline Submittal Form
Mail or Email the completed form to:

Attn: Public Integrity Whistleblower Hotline, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 Email: [email protected]

YOUR INFORMATION (OPTIONAL)
Date:

Name:

Address:

Email Address: Phone:

INCIDENT REPORT
Complete the form and click submit when complete.

Who is involved in the alleged misconduct, fraud or unethical behavior? Describe the alleged misconduct, fraud or unethical behavior in detail. (Include dates, time and location if possible)
Other comments:

FOR INTERNAL AUDIT USE ONLY
Date Replied: ____________________
City Attorney Signature: __________________________________ Comments:

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CITY COUNCIL STAFF REPORT
DATE: DECEMBER 10, 2025 CONSENT CALENDAR
SUBJECT: APPROVE CONSTRUCTION CONTRACT NO. 25C449 WITH MIRACLE

RECREATION EQUIPMENT COMPANY FOR THE PURCHASE AND

INSTALLATION OF SHADE STRUCTURES AND RUBBERIZED

SURFACING AT RUTH HARDY PARK
FROM: Scott C. Stiles, City Manager
BY: Nicholas S. Gonzalez, Director of Parks & Recreation SUMMARY:

This action will approve Construction Contract No. 25C449 with Miracle Recreation Equipment Company in the amount of $336,303.07 for the purchase and installation of rubberized surfacing at Ruth Hardy Park.

RECOMMENDATION:

1. Approve Construction Contract No. 25C449 (Attachment A) with Miracle Recreation Equipment Company, to purchase and install rubberized surfacing at Ruth Hardy Park, for an amount of $336,303.07; and

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), Miracle Recreation Equipment Company, is a corporation formed in the state of Iowa.

BACKGROUND:

The City Council approved $6 million in Measure J funding for Community Initiated Projects, with an additional budget of $1.2 million for projects that go over budget. The application process opened on September 30, 2024, and closed on January 31, 2025. A total of 52 applications were received.

On January 30, 2025, the Measure J Commission approved 14 community proposed projects for funding consideration, including the project proposed by a community group

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City Council Staff Report
December 10, 2025 -- Page 2
Ruth Hardy Park Workout Space
utilizing space in Ruth Hardy Park to conduct daily exercise classes at no cost to their participants. The proposal included a proposed site located in the North-West portion of the park in the open field area near the existing volleyball pit. The project proposed the installation of a large exercise pad in the form of concrete curbing around a singular surface of poured in place rubberized surfacing, the same material currently being installed on the new City parks playground replacement projects. The project also called for a large, hip-style shade structure to provide coverage for the entire exercise site.

Application No. 14: Ruth Hardy Park Workout Permanent Space requested $547,936 to “Install a dedicated workout space in Ruth Hardy Park. The proposed area would be east of the playground and south of the volleyball court. The space would include appropriate shock absorbing footing and a shade structure.”
The Ruth Hardy Park Workout Permanent Space community-initiated project was recommended and approved for funding at the May 22, 2025, Special Joint Study Session of City Council and Measure “J” Oversight Commission meeting.

The total current project proposal is now $336,303.07 to purchase and install shade structure equipment and rubberized surfacing at Ruth Hardy Park.

STAFF ANALYSIS:

In accordance with City of Palm Springs Municipal Code Section 7.03.09, “Special Procurement Methods,” Section 5, “Cooperative Purchasing Programs”, the City Council may authorize the acquisition of supplies or services through a joint powers or other cooperative purchasing program with a public entity or association of public agencies or officials, provided that the contractor selected has been selected through a competitive process and the department finds that the competitive process is similar to that contained in Title 7 or adequate to protect the public interest, and due to economies of scale, the nature of the product, or market conditions, the price of the supplies or services is likely to be less through the cooperative purchase than through the City’s independent purchasing pursuant to Title 7.

Sourcewell is a public agency that conducts competitive solicitations and awards contracts to qualified vendors, allowing participating agencies to benefit from volume pricing and streamlined procurement processes. This cooperative purchasing arrangement provides competitive pricing and efficient procurement to support the operational needs of the Parks and Recreation Department through Sourcewell Cooperative Contract #010521-LTS, with authorized dealer Miracle Recreation Equipment Company, for purchase and installation of shade structures and rubberized surfacing at Ruth Hardy Park.

The new rubberized surfacing and shade structures will enhance park aesthetics and safety. The Ruth Hardy Park Workout Permanent Space is compliant with Americans with Disabilities Act (ADA), ASTM/CPSC (American Society for Testing and

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City Council Staff Report
December 10, 2025 -- Page 3
Ruth Hardy Park Workout Space
Materials/Consumer Product Safety Commission), as well as IPEMA (International Play Equipment Manufacturers Association) Certified to ASTM F1487 Standard Consumer Safety Performance Specification for Playground Equipment for Public Use.

The project includes installation of 60 x 100-foot area consisting of concrete curbing around a singular surface of poured in place rubberized surfacing, with two large hip-style shade structures to cover the entire surfaced area. The Parks & Recreation Commission approved the conceptual design at the November 24, 2025, meeting.

Ruth Hardy Park Workout Permanent Space
The Measure J funding request budgeted and approved for this project is $547,936, to install new shade structures, and pour in place seamless rubberized surfacing. The project is reallocated under Measure J for FY 25-26 & FY 26-27. Throughout the duration of the Measure J community-initiated projects development, the City conducted several community meetings and updates to ensure community co-development of the project and the project was presented to the Parks & Recreation Commission for review and ranking during the September 23, 2024 meeting, where the project was then referred back to the Measure J Oversight Commission for further consideration.

Staff have reviewed the cooperative contract pricing and finds Miracle Recreation Equipment Company is in line with the Sourcewell contract and recommends the approval of the Construction Contract No. 25C449, in the amount of $336,303.07.

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City Council Staff Report
December 10, 2025 -- Page 4
Ruth Hardy Park Workout Space
ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act (“CEQA”). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA.

In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with 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 use beyond that existing at the time of the lead agency’s determination. Therefore, in accordance with Section 15301 (b), Staff have determined that replacement of playground equipment is considered categorically exempt from CEQA and a Notice of Exemption will be prepared and filed with the Riverside County Clerk.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority: Infrastructure and Facilities – Provide for quality, well-maintained infrastructure and facilities.

FISCAL IMPACT:

The City’s Measure J Community Initiated Projects (Proj. 22-20) fund includes appropriations of $547,936 for Application No. 27 – Ruth Hardy Park Workout Permanent Space.

REVIEWED BY:

Director of Parks & Recreation: Nicholas S. Gonzalez
Procurement & Contracting Manager: Tabitha Richards
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:

A. Construction Contract No. 25C449
B. Miracle Recreation Equipment Company Public Integrity Disclosure Form

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ATTACHMENT A
CONSTRUCTION CONTRACT NO. 25C449

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Revised 10.5.21 1 SHORT FORM CONSTRUCTION CONTRACT
SHORT FORM CONSTRUCTION CONTRACT 25C449

PURCHASE AND INSTALL OF SHADE STRUCTURE AND RUBBERIZED

SURFACING AT RUTH HARDY PARK

1. PARTIES AND DATE.

This Contract is made and entered into this 11th day of December 2025 (“Effective Date”) by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Miracle Recreation Equipment Company, a Iowa Corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

2.1 Cooperative Agreement. This Agreement is made and entered into in reference to the competitively solicited Sourcewell Contract #010521-LTS (“Cooperative Agreement”).

2.2 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.3 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing installation of shade structure and rubberized surfacing services related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project: Class B

2.4 Project. City desires to engage Contractor to render such services for purchase and installation of shade structure and rubber surfacing services (“Project”) as set forth in this Contract.

2.5 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, performance bond, payment bond and insurance documents as required by the Contract.

3. TERMS

3.1 Compensation and Payment.

3.1.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Three Hundred Thirty-Six Thousand Three Hundred Three Dollars and Seven Cents ($336,303.07) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

3.1.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and

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approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.1.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.1.4 Contract Retentions. If this Contract is greater than Five Thousand dollars ($5,000), from each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.1.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City’s right to such sums.

3.1.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c) of the California Public Contract Code. Securities eligible for investment under

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this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor.

3.1.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

3.1.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.1.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.2 Period of Performance and Liquidated Damages.

3.2.1 Contractor shall perform and complete all Work under this Contract within 30 working days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor.

Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of One Thousand Dollars ($1,000) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

3.2.2 If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, as provided herein, when the Work stopped is on the critical path and shall not be charged liquidated damages. Such a non-compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation. Contractor must submit a timely request in accordance with the requirements of the Contract.

3.2.3 A Force Majeure Event shall mean an event that materially affects a party’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

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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); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” 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.

3.3 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
 Services/Schedule (Exhibit “A”)
 Schedule of Compensation (Exhibit “B”)
 Special Conditions (Exhibit “C”)
 Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”)  Public Works Contractor Registration Certification (Exhibit “E”)  Payment and Performance Bonds (Exhibit “F”)
 Executive Order N-6-22 Certification (Exhibit “G”)
 Change Orders executed by the City
To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor.

3.4 Contractor’s Basic Obligation; Scope of Work.

3.4.1 Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference.

Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference.

3.4.2 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City.

Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the City may direct the Contractor to proceed with the performance of the change on a time and materials basis.

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3.4.3 Change Orders. Changes to the Contract Time (as defined in Section 3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the City. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. The City’s liability to Contractor for delays for which the City is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the City for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actually incurred plus an allowed mark-up of fifteen percent (15%), which shall constitute the entire amount of profit, markups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Regardless of ownership, equipment rates shall not exceed the listed prevailing rates at local equipment rental agencies, or distributors, at the time the work is performed. Nothing herein shall prevent the Parties from agreeing to a lump sum cost.

3.4.4 Changes Ordered By City. City may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7) days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.4.5 Changes Requested By Contractor. With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor’s right to a change order. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.5 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time

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for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit.

Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City’s costs associated with the review of substitution requests.

Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.6 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.7 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

3.8 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the

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Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract.

3.9 Labor.

3.9.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.9.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.9.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.9.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The

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amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on a weekly basis and in the format prescribed by the DIR, which may include electronic submission.

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.9.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the DIR. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.9.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the DIR. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law.

Any stop orders issued by the DIR against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City.

Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Contractor or any subcontractor.

3.10 Performance of Work; Jobsite Obligations.

3.10.1 Water Quality Management and Compliance.

3.10.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.10.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge

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Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.10.1.3 Other Water Quality Rules Regulations and Policies. Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.10.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom.

3.10.1.5 Liability for Non-Compliance. Failure to comply with laws, regulations, standards, ordinances, and permits listed in Sections 3.10.1.1, 3.10.1.2, 3.10.1.3, and 3.10.1.4 of the Contract is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its directors, officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.10.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.10.1.7 Training. In addition to the standard of performance requirements set forth in this Contract, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.10.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.10.1 as they may relate to the Work provided under this Contract. Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.10.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications

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relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.10.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.10.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City’s applicable business license fee. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.10.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.10.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that

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Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.10.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.10.8 Air Quality. Contractor shall fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the air pollution control district or air quality management district with jurisdiction (Air District) and/or California Air Resources Board (CARB). Although the Air District and CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by Air District and CARB to include any item of equipment with a fuel-powered engine.

The California Air Resources Board (“CARB”) implemented amendments to the In-Use Off-Road Diesel-Fueled Fleets Regulations (“Regulation”) which are effective on January 1, 2024 and apply broadly to all self-propelled off road diesel vehicles 25 horsepower or greater and other forms of equipment used in California. A copy of the Regulation is available at https://ww2.arb.ca.gov/sites/default/files/barcu/regact/2022/off-roaddiesel/appa-1.pdf.

Contractors and Subcontractors are required to comply with all CARB and Regulation requirements, including, without limitation, all applicable sections of the Regulation, as codified in Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. Contractors must provide, with their Bid, copies of Bidder’s and all listed subcontractors the most recent, valid Certificate of Reported Compliance (“CRC”) issued by CARB. Failure to provide valid CRCs as required herein in “Exhibit H” may render the Bid non-responsive.

Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”). Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and any subcontractors’ fleet including, without limitation, all Certificates of Reported Compliance, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the District. Contractor shall indemnify District against any fines or penalties imposed by Air District, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

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3.10.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.10.10 Inspection Of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine the Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money– will be allowed as to such matters.

3.10.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition.

3.11 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.12 Claims; Government Code Claim Compliance.

3.12.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.12.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract Documents.

3.12.3 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a

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request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.12.4 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.12.4.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.12.4.2 List of documents relating to claim:

A. Specifications
B. Drawings
C. Clarifications (Requests for Information)
D. Schedules
E. Other

3.12.4.3 Chronology of events and correspondence

3.12.4.4 Analysis of claim merit

3.12.4.5 Analysis of claim cost, including calculations and supporting documents

3.12.4.6 Time impact analysis in CPM format

3.12.4.7 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

3.12.4.8 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

3.12.5 City’s Response. Upon receipt of a Claim pursuant to this Section, City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days of receipt of the Claim, or as extended by mutual agreement, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the City issues its written statement.

3.12.5.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the

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governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, City shall have up to three (3) days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.12.5.2 Within 30 days of receipt of a Claim, City may request in writing additional documentation supporting the Claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. City’s written response to the Claim, shall be submitted to the Contractor within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the additional documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.12.6 Meet and Confer. If the Contractor disputes City’s written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, within 15 Days of receipt of City’s response or the City’s failure to respond, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 Days for settlement of the dispute.

3.12.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the Parties agree to select a mediator at a later time.

3.12.7.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.12.7.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

3.12.7.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.12.7.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed.

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3.12.8 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.12.9 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less:

3.12.9.1 Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures. The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.12.9.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

3.12.9.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

3.12.10 Government Code Claim Procedures.

3.12.10.1 This section does not apply to tort claims and nothing in this section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code.

3.12.10.2 In addition to any and all Contract requirements pertaining to notices of and requests for adjustments to the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City.

3.12.10.3 Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual

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requirements are not otherwise satisfied as specified herein, Contractor may not file any action against the City.

3.12.10.4 A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to the Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted.

3.12.11 Non-Waiver. City’s failure to respond to a Claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the Claim being deemed rejected in its entirety and shall not constitute a waiver of any rights under this section.

3.13 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to the termination provisions in this Contract; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.14 Indemnification.

3.14.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all consequential damages, expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City.

3.14.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall

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survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.15 Insurance.

3.15.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

3.15.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.15.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; and (4) Builders’/All Risk: Builders’/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract.

3.15.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 general aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Builders’/All Risk: Completed value of the project. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.15.2.3 Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly

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reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Contract.

3.15.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions to the insurance policies:

3.15.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.15.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

3.15.3.3 Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.15.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and volunteers.

3.15.4 Builders’/All Risk Policy Requirements. The builders’/all risk insurance shall provide that the City be named as loss payee. In addition, the insurer shall waive all rights of subrogation against the City.

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3.15.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and volunteers.

3.15.6 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed, and shall otherwise comply with all requirements of this Section. Defense costs shall be paid in addition to the limits.

3.15.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.15.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.15.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.15.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

3.15.11 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.16 Bond Requirements.

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3.16.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.16.2 Performance Bond. If specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.16.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.

3.16.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.17 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed

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to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.18 Employee/Labor Certifications.

3.18.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.18.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.18.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.19 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

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3.20 City Officers and Employees: Non-Discrimination.

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

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

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

3.21 General Provisions.

3.21.1 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Contract (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.21.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City (“′Contractor’s Representative”). Following approval by the City, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required.

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Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the City’s written approval.

3.21.3 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City’s Representative, whose decision shall be binding upon Contractor.

3.21.4 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

3.21.5 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Miracle Recreation Equipment Company
ATTN: Bryce Lawrence
1101 California Avenue Ste. 209
Corona, CA 92881

Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.21.6 Time of Essence. Time is of the essence in the performance of this Contract.

3.21.7 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

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

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3.21.9 Laws; Venue. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Riverside, State of California.

3.21.10 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.

3.21.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.21.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.21.13 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

3.21.14 Certification of License.

3.21.14.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.21.14.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.

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

3.21.16 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.21.17 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

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3.21.18 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects.

3.22 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 Attachment “G” (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 AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS

AND MIRACLE REACREATION EQUIPMENT COMPANY
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By Date
Signature
By

Date
Signature
CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL: Date: Item No.

APPROVED AS TO FORM: ATTEST:

By
City Attorney City Clerk
APPROVED:

By Date
City Manager – up to $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”

SERVICES / SCHEDULE
Scope of services shall include the purchase and installation of shade structures and rubberized surfacing at Ruth Hardy Park as identified in Exhibit B, in accordance with the Cooperative Purchase Pricing identified by Sourcewell Contract #01521-LTS.

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EXHIBIT “B”

SCHEDULE OF COMPENSATION

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EXHIBIT “C”

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Concurrently with this Contract, the Contractor shall deliver to the City four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the City and included as Exhibit “F” to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

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EXHIBIT “D”

CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

MIRACLE RECREATION EQUIPMENT COMPANY
By:

Signature

Name (print)

Title (print)
Title (Print)

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EXHIBIT “E”

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/PublicWorks/PublicWorks.html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.

Name of Contractor:

Miracle Recreation Equipment
Company
DIR Registration Number:

DIR Registration Expiration:

Small Project Exemption: _____ Yes or __X___ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:

1. Contractor shall maintain a current DIR registration for the duration of the project.

2. Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project.

3. Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor
Signature
Name and Title
Dated

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EXHIBIT “F”

PAYMENT AND PERFORMANCE BONDS

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PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Palm Springs (hereinafter referred to as “City”) has awarded to Miracle Recreation Equipment Company, (hereinafter referred to as the “Contractor”) an agreement for PURCHASE AND INSTALL OF SHADE STRUCTURE AND RUBBERIZED SURFACING AT RUTH HARDY PARK (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated December 11, 2025, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, Miracle Recreation Equipment Company, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of THREE HUNDRED THIRTY-SIX THOUSAND, THREE HUNDRED THREE DOLLARS AND SEVEN CENTS, ($336,303.07), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

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

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:

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(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety

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By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)

(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

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

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

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PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of Palm Springs (hereinafter designated as the “City”), by action taken or a resolution passed 10th day of December 2025 has awarded to Miracle Recreation Equipment Company hereinafter designated as the “Principal,” a contract for the work described as follows:

PURCHASE AND INSTALL OF SHADE STRUCTURE AND RUBBERIZED SURFACING AT RUTH HARDY PARK (the “Project”); and
WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated December 11, 2025(“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of THREE HUNDRED THIRTY-SIX THOUSAND, THREE HUNDRED THREE DOLLARS AND SEVEN CENTS, ($336,303.07) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating

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to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title

(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

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55575.18100\42920836.2
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Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

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EXHIBIT “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:

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55575.18100\42920836.2
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EXHIBIT “H’”

FLEET COMPLIANCE CERTIFICATION
Contractor hereby acknowledges that they have reviewed the California Air Resources Board’s policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the “Regulation”). Contractor hereby certifies, subject to penalty for perjury, that the option checked below relating to the Contractor’s fleet, and/or that of their subcontractor(s) (“Fleet”) is true and correct:
 The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto.  The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto.
 Contractor and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Contractor shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids).  The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Contractor shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4).
 The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto.

Name of Contractor: _____________________________________________ Signature: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________

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ATTACHMENT B

MIRACLE RECREATION EQUIPMENT COMPANY

PUBLIC INTEGRITY DISCLOSURE FORM

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CITY COUNCIL STAFF REPORT
DATE: DECEMBER 10, 2025 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT NO. 23P047 WITH HARRIS AND ASSOCIATES, INC., IN AN AMOUNT NOT TO EXCEED $2,179,678.18 FOR THE INDIAN
CANYON DRIVE WIDENING, FEDERAL AID PROJECT NO. BRLO5282(017), CITY PROJECT NO. 01-11 FROM: Scott C. Stiles, City Manager
BY: Department of Engineering Services
SUMMARY:

Approval of Amendment No. 2 to Professional Services Agreement No. 23P047 with Harris and Associates, Inc. (Harris) is for the extension of services related to construction management (CM) and environmental support services through June 2027 for the Indian Canyon Drive Widening project (Project). The contractor has experienced significant construction delays with the Project. Specifically, the delays are related to weather suspension of work (wind and sand), Union Pacific Railroad (UPRR) permit approval delays, shoring claim, Kinder Morgan pipeline utility conflict (9-month work restrictions), and Department of Fish and Wildlife (CDFW) species protection suspension of work.

RECOMMENDATION:

1. Approve Amendment No. 2 in the amount of $2,179,678.18 to Professional Services Agreement No. 23P047 with Harris and Associates, Inc. for a new not-toexceed amount of $6,777,795.72 for the Indian Canyon Drive Widening, Federal Aid Project No. BRLO-5282(017), City Project No. 01-11(“Project’); and

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure for Harris & Associates is included as Attachment A.

Q – Page 894 of 1558
City Council Staff Report
December 10, 2025 -- Page 2
Amendment 2 to Agreement 23P047 – Harris and Associates BACKGROUND:

The Project consists of replacing the existing two-lane Indian Canyon Bridge over the UPRR/Amtrak tracks with a new bridge, install roadway approaches to match the six lanes on Indian Canyon to the north, construct a landscaped center median, and install a new traffic signal at the intersection of Palm Springs Station Road. The Indian Canyon roadway will transition back to the two lanes in each direction south of the signal, through the Whitewater River to Tramview Road. The location of the Project is shown in Figure 1 on the following page.

In May 2001, the City obtained approval to proceed with the preliminary engineering phase of the Project. The City was awarded a federal grant of $4,286,000 from the Highway Bridge Program (“HBP”) administered through Caltrans. Subsequently, it was determined that the bridge is structurally deficient because water is penetrating the deck through cracks and affecting the bridge reinforcements. The scope of the Project increased from a bridge widening project to a full replacement of the bridge.

Staff has reported to the City Council on the progress of the Project since 2001. The City Council has reviewed and approved each phase of this Project. The following is a partial list of Staff Reports previously brought before the City Council:
• March 20, 2002 – Award of Professional Services Agreement with Dokken • May 21, 2003 – Approval of Funding Agreement with Caltrans • November 4, 2009 – Adoption of Mitigated Negative Declaration for the Project • March 15, 2017 – Approval of Public Highway Overpass Crossing Agreement with Union Pacific Railroad
• December 13, 2017 – Approval of Utility Agreement with Southern California Edison
• November 14, 2018 – Approval of Professional Services Agreement with Dokken for Sewer Design
• April 3, 2019 – Approval of Amendment 5 to CVAG Reimbursement Agreement (A4394) for Increased Funding Commitment for the Project • September 1, 2022 – Approval of Environmental Document related to Sewer Construction, approval of Plans, Specifications and Estimate, and authorization to bid the Project for construction.
• February 2, 2023 – Approval of Construction Contract and Construction Management Services

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City Council Staff Report
December 10, 2025 -- Page 3
Amendment 2 to Agreement 23P047 – Harris and Associates Figure 1. Location of Project
STAFF ANALYSIS:

Harris’ construction management and environmental support services were budgeted to provide environmental coordination and intermittent site monitoring for construction activities to confirm compliance with environmental permit requirements.

The Project has experienced a series of delay events that have extended the construction duration well beyond the originally anticipated timeline and has required continued construction management and environmental support services. Amendment 1 funded construction management coverage only through December 2025. Continued weather suspensions, extended third-party utility coordination, and railroad access constraints have shifted controlling work activities into 2027. These conditions have extended the overall project duration past the coverage horizon contemplated under Amendment 1, resulting in the current July 2027 completion forecast. Accordingly, this amendment addresses construction management services for the additional duration beyond December 2025, including both the active construction period and the required federal oversight window that extends through closeout.

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City Council Staff Report
December 10, 2025 -- Page 4
Amendment 2 to Agreement 23P047 – Harris and Associates Tropical Storm Hilary
Severe weather conditions associated with Tropical Storm Hilary resulted in flooding, site inaccessibility, and suspension of construction activities south of Palm Springs Station Road.

Railroad Preconstruction / Kinder Morgan Notification Delays Additional railroad coordination requirements, timing of preconstruction meetings, and Kinder Morgan notification and concurrence processes delayed authorization to enter and work in key portions of the Project corridor.

Shoring Claim Settlement
A claim related to temporary shoring configuration and access limitations resulted in a negotiated settlement that included a nineteen (19) working day non-compensable time extension for the contractor.

Weather-Related Suspensions – High Wind and Blowsand
Per the Project’s Weekly Statement of Working Days, seventy-five (75) non-working days have been recorded to date due to high wind and blowsand conditions. These suspensions recur annually during the February–June seasonal wind cycle typical of the Coachella Valley.

Kinder Morgan Pipeline Conflict and Utility-Imposed Work Stoppage Work at Abutment No. 1 was suspended when Kinder Morgan restricted construction within its easement due to the proximity of their active high-pressure transmission line located approximately six (6) feet from the face of the new footing. Pile driving could not be performed under the original design, necessitating a full redesign and subsequent approval by both Kinder Morgan and UPRR. This stoppage prevented advancement of a controlling structural operation and extended the period in which construction management involvement was required for utility coordination, schedule mitigation, and Stage 2 readiness activities.

Environmental Suspension – CDFW Species Protection Measures In August 2024, CDFW requested a temporary suspension of work in a defined portion of the project following the identification of a federally protected species within the active work zone. Construction was re-sequenced and ground disturbance was restricted while permits and biological documentation were updated to conform to current agency guidance. CM and environmental staffing were required throughout the suspension to maintain coordination and compliance.

Amendment Number 2 intends to cover the unanticipated costs related to the delay events described above. However, it is essential to note that the anticipated completion of the Project in mid-2027 remains uncertain. Union Pacific Railroad is unwilling to give set work windows that stop train movements for a particular amount of time or even provide a known schedule of train movement. Instead, the railroad requires that the contractor work within a naturally occurring work window when trains pass. The

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City Council Staff Report
December 10, 2025 -- Page 5
Amendment 2 to Agreement 23P047 – Harris and Associates uncertainty of the naturally occurring work windows has made the required demolition of the existing bridge extremely difficult. City staff, the construction management team, and the contractor have all worked with the railroad to establish work windows but have yet to be successful. A copy of Amendment No. 2 to Harris & Associates Agreement 23P047 is provided as Attachment B.

ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act (“CEQA”). In accordance with the CEQA Guidelines, the City, acting as “Lead Agency” pursuant to CEQA, previously completed an environmental analysis of the potential impacts resulting from construction of the Project. On November 4, 2009, the City Council adopted Resolution No. 22620, adopting and ordering the filing of a Mitigated Negative Declaration for the Project.

Subsequently, on November 5, 2009, Staff filed a Notice of Determination with the Riverside County Clerk and State Clearing House. A copy of the Notice of Determination is part of the project file.

The Project is funded in part by federal funds, requiring local oversight by the State of California, Department of Transportation (“Caltrans”). As a federally funded project, the Project is subject to environmental review pursuant to the National Environmental Policy Act (“NEPA”). On September 24, 2009, Caltrans, acting as “Lead Agency” pursuant to NEPA, made an environmental determination that the Project does not individually or cumulatively have a significant impact on the environment as defined by NEPA and is excluded from the requirements to prepare an Environmental Assessment (“EA”) or Environmental Impact Statement (“EIS”), has considered unusual circumstances pursuant to 23 CFR 771.117(b), and that it qualifies for a Categorical Exclusion under Section 6005 of 23 U.S.C. 327. A copy of the NEPA Categorical Exclusion issued by Caltrans is part of the Project file.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Foundation: Infrastructure and Facilities.

FISCAL IMPACT:

The federal Highway Bridge Program (HBP) will cover 88.53% of all eligible Project costs.

Measure A funds will pay for the remaining 11.47%, with seventy-five (75) percent of it coming from Regional Measure “A” funds and twenty-five (25) percent coming from Local Measure “A” funds.

Sufficient funds are budgeted and available in the Project to cover the cost of this amendment. Construction Management services for this Project were established at

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City Council Staff Report
December 10, 2025 -- Page 6
Amendment 2 to Agreement 23P047 – Harris and Associates approximately 10% of the construction budget. This amendment would increase the Construction Management services to approximately 15% of the construction budget.

REVIEWED BY:

Department Director: Joel Montalvo
Director of Finance: Kristopher Mooney
Assistant City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Amendment No. 2

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Attachment A
Public Integrity Disclosure

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Harris & Associates, Inc.

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _______________________________________________ F Officer F Director F Member F Manager [name]
F General Partner F Limited Partner
F Other _______________________________
_______________________________________________ F Officer F Director F Member F Manager [name]
F General Partner F Limited Partner
F Other _________________________________
______________________________________________ F Officer F Director F Member F Manager [name]
F General Partner F Limited Partner
Harris & Associates Inc.
22 Executive Park, Suite 200, Irvine, CA 92612
California
X
X
X
X
Lisa Larrabee
Steve Winchester
Ehab Gerges

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Harris & Associates, Inc.

F Other _______________________________

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 Ehab Gerges, PE, Chief Business Development Officer
6/5/2019
Signature of Disclo
Eh b G PE C
N/A
Harris & Associates, Inc. is a 100% Employee Stock
Ownership Plan (ESOP) Corporation, therefore there
are no owners or investors with 5% beneficial interest

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Attachment B
Amendment No.2

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Palm Springs City CouncilDecember 10, 2025

Palm Springs City Council
December 10, 2025