Agenda packet — Palm Springs City Council, March 11, 2026 (part 2 of 5)

This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Ad ministration (FAA) may direct through the City cancellation of the contract or subcontract for default at no cost to the City or the FAA.

Reference: 49 USC § 50104, 49 CFR part 30

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FAA – 27 Veteran’s Preference
APPLICABILITY – This provision applies to all AIP funded projects that involve labor to carry out the project. This preference, which excludes executive, administrative, and supervisory positions, applies to covered veterans [as defined under § 47112(c)] only when they are readily available and qualified to accomplish the work required by the project.

REQUIREMENT -
In the employment of labor (excluding executive, administrative, and supervisory positions), the Contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 USC 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates.

Reference: 49 USC § 47112(c)

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FAA – 28 Domestic Preferences for Procurements
APPLICABILITY – all contracts and Purchase orders for work or products under the grant.

REQUIREMENT -
The Contractor certifies by signing and submitting its bid or proposal that, to the greatest extent practicable, the Contractor has provided a pref erence for the purchase, acquisition, or use of goods, products, or materials produced in the Unit ed States (including, but not limited to, iron, aluminum, steel, cement, and other manufactured products) in compliance with 2 CFR § 200.322.

Reference: 2 CFR § 200.322; 2 CFR Part 200, Appendix II(L)

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ATTACHMENT D
AMENDMENT NO. 1 TO
AGREEMENT NO. 24B101
WITH TIMBERLINE GSE INC.

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Page 1 of 3 ends

Revised: 10.31.23

AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENT
NO. 24B101 BETWEEN THE CITY PALM SPRINGS AND TIMBERLINE, GSE, INC.

1. Parties and Date.

This Amendment No. 1 to the Contract Services Agreement No. 24B101is made and entered into as of this 5th day of September , 2024 by and between the City of Palm Springs (“City”) and Timberline GSE, Inc. a Utah corporation (“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 “Contract Services Agreement No. 24B101 Switchback Passenger Boarding Ram p for Palm Springs International Airport dated June 17, 2024 (“Agreement”) for the purpose of retaining the services of Contractor to provide Switchback Passenger Boarding Ramp for Palm Springs International Airport for an amount not to exceed $284,105.00 and a term of June 17, 2024, to June 16, 2026.

2.2 Amendment. The City and Contractor desire to amend the Agreement to correct the compensation amount due to a mathematical error on the bid form.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.1 of the Agreement.

3. Terms.

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

"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 $278,000.00.

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

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

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or Docusign Envelope ID: 8D55A42A-90A4-462B-B06C-E15E63332554

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Revised: 10.31.23

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]

Docusign Envelope ID: 8D55A42A-90A4-462B-B06C-E15E63332554

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Revised: 10.31.23

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND TIMBERLINE GSE, INC.

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

CONTRACTOR:

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

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

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

Docusign Envelope ID: 8D55A42A-90A4-462B-B06C-E15E63332554 9/10/20249/18/2024
N/AN/A
9/26/2024

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CITY COUNCIL STAFF REPORT
DATE: March 11, 2026 CONSENT CALENDAR
SUBJECT: APPROVAL OF A RESOLUTION TO ACCEPT PETITION

CERTIFICATION OF OLD LAS PALMAS UNDERGROUND UTILITY
ASSESSMENT DISTRICT NO. 2, INITIATE FORMATION OF THE
DISTRICT AND PROCEED WITH ASSESSMENT ENGINEER’S REPORT

AND BALLOTING
FROM: Scott C. Stiles, City Manager
BY: Engineering
SUMMARY:

Residents within a roughly 24-acre area of the Old Las Palmas Neighborhood have submitted a petition to the City of Palm Springs (City), that was signed by at least 60 percent of the affected property owners, requesting formation of Underground Utility Assessment District Number 2. The next step in the assessment district process would be for the City to deposit funds from the Neighborhood Committee for Consulting fees and direct our on-call Assessment Engineer to prepare an Engineer' s Report and to circulate ballots for a property owner vote on a proposed assessment. Staff would assist the process by developing and soliciting a property owner vote in the coming months to be based on a conservative cost estimate developed at the completion of the schematic level design.

RECOMMENDATION:

1. Staff recommends the City Council find this project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15302 (d) (conversion of overhead electric utility distribution system facilities to underground including connection to existing overhead electric utility distribution lines where the surface is restored to the condition existing prior to the undergrounding).

2. Adopt Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, ACCEPTING PETITION OF OLD LAS PALMAS ASSESSMENT DISTRICT NO. 2”.

3. Authorize staff to collect deposits from the Old Las Palmas Neighborhood in an amount sufficient to order the necessary Assessment Engineering Services from

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City Council Staff Report
March 11, 2026 -- Page 2
Old Las Palmas Underground Utility District No. 2
our on-call Assessment Engineer to prepare the Engineer’s Report in compliance with Proposition 218.

4. Authorize the City Manager to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

N/A.

BACKGROUND:

On November 21, 2024, Council approved an ordinance amending Chapter 8.04 of the Municipal Code and codifying a procedure for the formation of new underground utility districts. A group of residents within the Old Las Palmas neighborhood approached the City with an interest in forming an assessment district under the California Public Utilities Commission (CPUC) Rule 20B program to facilitate undergrounding their overhead utilities (electric, phone and cable). The Neighborhood Committee has followed the Underground Utility District Formation Guidelines for Rule 20B and Rule 20C Projects adopted on 11-21-2024 (“Guidelines”) and completed the exploratory and petition phases.

The undergrounding project is planned within the public right-of-way and will cover a portion of the Old Las Palmas Neighborhood of approximately 24 acres. The proposed properties within the Assessment District are generally bounded by North Camino Del Corto to the east, W. Via Lola to the north, North Via Monte Vista to the west and W.

Hermosa Place/W. Mountain View Place to the south as shown in the Assessment District Boundary Map.

STAFF ANALYSIS:

The property owners of Proposed Underground Assessment District No. 2 for the Old Las Palmas Neighborhood (AD 2) have submitted a petition to the City requesting a Special Assessment District be formed, pending approval of a district-wide vote, to finance the undergrounding of overhead utilities within the proposed district. The boundaries as described above of the proposed AD 2 are shown in Attachment A.

One of the initial steps in the district formation process is the circulation of the Petition for Special Assessment Proceedings (Petition). An example of the Petition form is shown in Attachment B. Proponents of AD 2 circulated the Petition to property owners within the proposed district and have now submitted the petition signatures to the City. The submitted signatures represent just over 60 percent of the assessable land within the proposed district. The City's guidelines require a minimum of 60 percent in favor of the district in order to proceed with the formation of a district. The City's consultant, NV5 Inc., has reviewed and certified that owners representing over 60 percent of the assessable property within proposed AD 2 have signed the Petition in support of undergrounding the overhead utilities.

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City Council Staff Report
March 11, 2026 -- Page 3
Old Las Palmas Underground Utility District No. 2
Staff recommends that the City Council adopt a resolution, shown in Attachment C, accepting the petition for Old Las Palmas Assessment District No 2.

Staff is proposing that the expedited formation process be utilized for this district, which is outlined in the Underground Utility District Formation Guidelines for Rule 20B and Rule 20C Projects adopted 11-21-2024 (“Guidelines”). This process reduces the financial risk to the City and builds on the momentum started during the signature gathering time for the Petition. The process proposed will be as follows: City staff collects a deposit from the Neighborhood Committee and retains an assessment engineer to prepare the Engineer's Report and prepare ballots for the property owners to vote on the undergrounding proposal. The vote will be based on a conservative cost estimate developed at the completion of the schematic level design rather than waiting for the completion of all the necessary utility company design work (which can typically range between 18 to 24 months).

If the vote for AD 2 is successful, with formation completed, the City will then direct final utility design. It is estimated to take approximately two years after a successful early vote to complete the design and bid the work. If the vote for AD 2 is unsuccessful, the City will stop all further work and not incur additional design costs.

The City has an on-call professional services agreement with NV5, included in Attachment D, for Assessment Engineering and upon receipt of fund deposits from the Neighborhood Committee, will order the Assessment Engineer’s report and balloting for AD 2.

ENVIRONMENTAL ASSESSMENT:

Staff recommend that the City Council find this project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15302(d) (conversion of overhead electric utility distribution system facilities to underground including connection to existing overhead electric utility distribution lines where the surface is restored to the condition existing prior to the undergrounding).

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Infrastructure and Facilities.

FISCAL IMPACT:

No fiscal impact to the City. Funding of the Engineer’s Report and balloting will be deposited with the City by the Old Las Palmas Neighborhood Committee. If the Assessment District is successfully formed, and once the City receives funding from Proposed District Bond Issue, the City will reimburse the Deposit out of the Bond funds.

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City Council Staff Report
March 11, 2026 -- Page 4
Old Las Palmas Underground Utility District No. 2
REVIEWED BY:

Department Director: Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Proposed Assessment District Boundary Map
B. Petition
C. Resolution No. _____
D. Professional Services Agreement 25Q085 with NV5, Inc.

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Attachment A

Proposed Assessment
District Boundary Map

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W VIA LOLA

W HERMOSA PL

W MOUNTAIN VIEW PL

W CANYON PLMENTO PL

CAMINO SUR

N PALM CANYON DR

N VIA MONTE VISTA

N CAMINO DEL CORTO

N PATENCIO RD

N MISSION RD

N PRESCOTT DRN PATENCIO RD
02/08/2026

ASSESSMENT DIAGRAM
PREPARED BY:CITY OF PALM SPRINGSOLD LAS PALMAS ASSESSMENT DISTRICT NO. 2 PARCELS: 40DISTANCE: 3,345 LFPOWER POLES TO BE REMOVED: 28 LEGENDON-SITE PARCELOFF-SITE PARCELSPOWER POLE TO BE REMOVEDASSESSMENT DISTRICT AREA BOUNDARYPOWER LINE TO BE REMOVEDPARCEL 48 AND 75 ARE HOLD PARCELS FOR CONDO/APARTMENT BUILDINGS

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Attachment B
Petition

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City of Palm Springs UUD Petition Package
C

ITY OF PALM SPRINGS

UNDERGROUND UTILITY ASSESSMENT DISTRICT
I

NSTRUCTIONS FOR PETITION SIGNATURES
T
he City’s policies require that the petition be signed by property owners representing at least 60% in area of the assessable property within the boundaries of the proposed Underground Utility Assessment District. The signatures shall be by owners of assessable acreage. "Owner" means only:
a
person who, at the time the petition is filed . . ., appears to be the owner upon the assessor's roll or, in the case of transfers of land, or parts thereof, subsequent to the date upon which the last assessor's roll was prepared, appear[s] to be the owner on the records in the county assessor's office which the county assessor will use to prepare the next assessor's roll. If any person signing the petition appears . . . as a joint tenant or tenant-in-common, or as a husband and wife, that property shall be counted as if those persons had signed the petition.

If t
he person signing the Petition does not appear to be the owner as shown on the records of the County Assessor, evidence should be submitted to support the ownership. If the person is signing on behalf of a corporation, etc., documentation should be presented to show that the person signing the Petition has the authority to do so.

P
lease note that the Petition should include the following information:

1. P
roperty owner's name

2. Signature of property owner

3. Date of signature

4. Address of Property

5. Telephone and email contact information

6. Assessor's parcel number

FILED IN THE OFFICE OF THE CITY CLERK
THIS _____ DAY OF _______________, 20 ___
______________________________________

BRENDA PREE, MMC, CERA, CITY CLERK

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City of Palm Springs UUD Petition Package

CITY OF PALM SPRINGS
PROPOSED UNDERGROUND UTILITY ASSESSMENT DISTRICT NO. 2

PETITION FOR SPECIAL ASSESSMENT PROCEEDINGS

TO THE CITY COUNCIL OF THE CITY OF PALM SPRINGS:

1. This petition is submitted to you pursuant to Sections 2804, 5896.5 and 5896.6 of the California Streets and Highways Code to request that the City Council initiate and conduct special assessment proceedings pursuant to the Municipal Improvement Act of 191 3 (Sections 10000 and following, Streets and Highways Code) (the "1913 Act") to establish an assessment district, to be known as the "Underground Utility Assessment District No. 2" (the "Assessment District"), for the purpose of financing a project for the undergrounding of existing overhead utility facilities within the Assessment District (the "Project"), as follows:
a. relocation of existing electricity, telephone and cable television facilities from their present above -ground locations to locations underground, including the removal of existing utility poles and overhead wires;

2. We, the undersigned, are the owners of one or more of the parcels of property located within the boundary shown on the exhibit map attached hereto as Exhibit 1, all of which property is situated within the City of PALM SPRINGS (the "City").

3. We have been advised that the present best estimate of the cost and expense of the Project, bond financing and administration of the Assessment District and bonds issued thereof and therefore the total amount to be assessed to the parcels in this Assessme nt District is approximately $4,200,000.00 (estimated cost of $105,000 for each of the 40 parcels included in Old Las Palmas Assessment District No. 2 ). We are aware that this amount is subject to modification (increase or decrease) during the course of the legal proceedings. We are also aware that these costs do NOT include the costs of connecting the structures on our property to the newly underground facilities, which costs will vary from parcel to parcel and will be an additional cost to each property owner which will not be financed through the Assessment District.

4. In the event that the City Council certifies this petition and the Assessment District is ultimately established, we acknowledge that:
a. The cost of the Project will be charged to the parcels in the Assessment District in proportion to benefit, as determined by you following a public hearing; b. A report will be prepared and filed on the Project and Assessment District, including a detailed cost estimate and a proposed allocation among the benefited parcels of the portion of the costs representing special benefit on the basis of proportionality to the estimated special benefit to each parcel, and that you will conduct a public hearing on the report and will

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City of Palm Springs UUD Petition Package

conduct the assessment ballot procedure required by Article XIII D of the California Constitution;
c. The cost of engineering, legal and other incidental and financing costs, including administration of the Assessment District and the bonds, will be included in the amounts being assessed against the property in the Assessment District, and the cost of connecting our structure to the newly undergrounded facilities will not be included in the assessment;
d. If assessments are levied and recorded as requested by this petition, we will have 30 days following the recording of assessments to pay our assessment in cash, at a discount and without interest; that, upon expiration of the 30-day cash payment period, you will take the required steps to authorize and sell limited obligation improvement bonds under the Improvement Bond Act of 1915 (Section 8500 and following, Streets and Highways Code) or such other provision of law authorized for the financing of such improvements, in the amount of the unpaid assessments; that if we do not pre -pay our assessment in cash, it will become payable over a period of years, with interest and annual administrative costs added; and that the determination respecting the period of years and the interest rate or rates to be established by the bond sale;
e. If assessments are levied, and if we do not pre -pay our assessments, annual installments of principal, interest and administrative costs will be collected on the property tax roll; that such installments will be subject to the same late charges and penalties as for property taxes if we do not pay such installments by the annual December 10 and April 10 deadlines; and that our parcel is subject to foreclosure (no notice of delinquency or grace period) if we do not pay by said annual deadlines; and
f. Pursuant to provisions of Article XIIID of the California Constitution, protests to the proceedings will be counted solely upon the amount proposed to be assessed to the property for which a protest assessment ballot is submitted, as said proposed assessm ent amount is set forth in the engineer's report (which will NOT include the cost of undergrounding our individual service connection work on our parcel).
g. The boundaries are preliminary and subject to change based on the final assessment engineering.

5. We waive investigation proceedings and all other provisions of Division 4, Streets and Highways Code, as provided in Section 2804 of that Code.

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City of Palm Springs UUD Petition Package

THE UNDERSIGNED HEREBY CERTIFY AND ACKNOWLEDGE THE FOLLOWING:

1. I AM THE OWNER OF THE PROPERTY IDENTIFIED BELOW.

2. I HAVE REVIEWED A MAP DEPICTING THE PROPOSED BOUNDARIES OF UNDERGROUND UTILITY ASSESSMENT DISTRICT NO. 2.

3. I UNDERSTAND THAT THE PROJECT CONSISTS OF THE RELOCATION OF EXISTING OVERHEAD UTILITY FACILITIES TO LOCATIONS.

4. I UNDERSTAND THAT THE ESTIMATED COST TO UNDERGROUND
OVERHEAD UTILITIES IS $105,000.00 PER PARCEL.

5. I UNDERSTAND THAT THERE IS ADDITIONAL INFORMATION ON THE PROJECT ON THE CITY’S WEBSITE:

6. I UNDERSTAND THAT ANY PETITION SUBMITTED TO THE CITY WILL BE A PUBLIC RECORD AVAILABLE FOR INSPECTION.

STREET ADDRESS OF PROPERTY:

ASSESSOR’S PARCEL NO.:

OWNERS NAME (PRINTED):

OWNER’S SIGNATURE:

DATE OF SIGNATURE:

OWNER’S MAILING ADDRESS (IF DIFFERENT):

PHONE:

E-MAIL:

PLEASE SEE NEXT PAGE

FOR THE BOUNDARY MAP FOR PROPOSED
UNDERGROUND UTILITY ASSESSMENT DISTRICT NO. 2

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W VIA LOLA

W HERMOSA PL

W MOUNTAIN VIEW PL

W CANYON PLMENTO PL

CAMINO SUR

N PALM CANYON DR

N VIA MONTE VISTA

N CAMINO DEL CORTO

N PATENCIO RD

N MISSION RD

N PRESCOTT DRN PATENCIO RD
02/08/2026

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City of Palm Springs UUD Petition Package

Signature

Printed Name

CERTIFICATE OF PETITION CIRCULATION

STATE OF CALIFORNIA

RIVERSIDE COUNTY

CITY OF PALM SPRINGS

The undersigned, being first duly sworn, deposes and says:

I circulated the petition accompanying this affidavit within the territory shown on the attached petition for UNDERGROUND UTILITY ASSESSMENT DISTRICT NO. 2. The persons whose signatures appear on said petition are, to the best of my knowledge, owners of property within the boundary of the district proposed to be formed. Each and all of said persons signed said petition in my presence OR submitted a notarized signature OR acknowledged their signature on the petition to me.

I HEREBY DECLARE UNDER PENALTY OF PERJURY THAT THE ABOVE IS TRUE AND CORRECT.

Executed this _____ day of ________________, 20____, at PALM SPRINGS, California.

______________________________________

_______________________________________

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Attachment C
Resolution

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RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM S PRINGS, CALIFORNIA, ACCEPTING PETITION
OF OLD LAS PALMAS ASSESSMENT DISTRICT NO. 2
WH
EREAS, the owners of certain real property situated in the City of Palm Springs ("City") have filed with the City Clerk several signed counterparts of a petition, requesting the implementation of a project for the undergrounding of certain existing, overhead utility facilities, together with appurtenant work and improvements, as described therein, the cost of which is to be specifically assessed against each parcel of land benefiting from such improvements as shown on an exhibit map attached to the petition; and WH
EREAS, the petition contains an express waiver of statutory proceedings under the Special Assessment Investigation, Limitation and Majority Protest Act of 1931, as provided in Section 2804 of the Streets and Highways Code of the State of California and satisfies the requirements for instituting proceedings for the conversion of existing overhead electric and communication facilities to underground locations in accordance with Section 5896.5 of the Streets and Highways Code of the State of California; and WH
EREAS, the City Clerk has also received a certificate to the effect that the petition has been signed by persons owning lands constituting more than sixty percent (60%) in area of the land subject to assessment within the proposed assessment district; and
WH
EREAS, this City Council finds that the owners of more than sixty percent (60%) in area of the land proposed to be assessed for the proposed improvements, including the owners of more than five of the subject parcels, have signed such petition and that the petiti on contains the matters required by Sections 2804 and 2804. 5 of the Streets and Highways Code.

THE

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

SE
CTION 1. The petition, as filed with the City Clerk, is hereby found to be legally sufficient and is accepted.

SE
CTION 2. The special assessment proceedings shall be undertaken by the terms of the petition, pursuant to the Municipal Improvement Act of 1913 and without further compliance with the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (commencing with Section 2800 of the Streets and Highways Code).

SE
CTION 3. This City Council hereby finds and determines that the public interest and convenience will be served by the taking of such proceedings.

SE
CTION 4. If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not

G – Page 187 of 925

Resolution No. _____

Page 2 ends

affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

SE
CTION 5. The City Council finds the adoption of this resolution exempt from the California Environmental Quality Act (" CEQA") pursuant to Section 15302( d) conversion of overhead electric utility distribution system facilities to underground including connection to existing overhead electric utility distribution lines where the surface is restored to the condition existing prior to the undergrounding) of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3, because it has no potential to have a significant effect on the environment.

SE
CTION 6. This action is " final" within the meaning of Streets and Highways Code Section 3012.

SE
CTION 7. The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution.

SE
CTION 8. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution.

ADO
PTED THIS ___TH DAY OF ________________, _________.

SC OTT C. STILES

CITY MANAGER, CITY OF PALM SPRINGS
ATTE
ST:

BRENDA PREE

CITY CLERK, CITY OF PALM SPRINGS
At
tachment: Exhibit A - Certificate of Sufficiency of Petition

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Resolution No. _____

Page 3 ends

CERTIFICATION
STA

TE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, Br
enda Pree, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:

AYES:

NO
ES:

ABSENT:

ABSTAIN:

IN W
ITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

BREN DA PREE

CITY CLERK, CITY OF PALM SPRINGS

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Exhibit “A”
Certificate of Sufficiency of Petition

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RTIFICATE OF SUFFICIENCY OF PETITION
ST

ATE OF CALIFORNIA

COUNTY OF RIVERSIDE

CITY OF PALM SPRINGS
T
he undersigned hereby CERTIFIES as follows:

T
hat I am the duly appointed ASSESSMENT ENGINEER of the CITY OF PALM SPRINGS, CALIFORNIA.

T
hat on the 9th day of February, 2026, I reviewed a Petition for the formation of an Assessment District for certain public works improvement, together with appurtenances, appurtenant work and acquisition, where necessary, in a special assessment district known and designated as Underground Utility Old Las Palmas Assessment District No. 2 (hereinafter referred to as the “Assessment District”), a copy of which is on file in the Office of the City Clerk.

T
he undersigned hereby further specifically certifies as follows:

1. T
hat I caused said Petition to be examined and my examination revealed that said Petition was signed by not less than five (5) owners of assessable land in the proposed Assessment District as shown by the last equalized assessment roll used by the City, owning lands constituting more than fifty percent (50%) of the area of all assessable lands within the proposed Assessment District, all as prescribed by Section 5896.6 of the Streets and Highways Code of the State of California.

2. Said Petition did represent sixty- one and one-tenths of a percent ( 61.1%) of the assessable area of property within the proposed boundaries of the Assessment District.

Ex
ecuted this 9th day of February, 2026 at Irvine, California. _______
_____________________________
JEFFREY M. COOPER, P.E.

NV5, ASSESSMENT ENGINEER

CITY OF PALM SPRINGS

STATE OF CALIFORNIA

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Attachment D
NV5 On-Call Agreement

G – Page 192 of 925

Page 1 of 18 ends

CITY OF PALM SPRINGS
PROFESSIONAL SERVICES AGREEMENT 25Q085

ON-CALL ASSESSMENT ENGINEERING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”) is made and entered into, to be effective this 27th day of March, 2025, by and between the C ity of P alm Springs, a California charter city and municipal corporation, (hereinafter referred to as “City”) and NV5, Inc. , (hereinafter referred to as “Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.” RE
CITALS
A. C
ity has determined that there is a need for As-Needed, “On-Call” Assessment Engineering Services for a variety of future utility undergrounding projects, (hereinafter the “Project”).

B. C
onsultant has submitted to City a proposal to provide As-Needed, “On-Call” Assessment Engineering Services to support a variety of utility undergrounding projects under California Public Utilities Commission (CPUC) Rule 20B & 20C for City pursuant to the terms of this Agreement.

C. C
onsultant 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 herein.

City desires to retain Consultant to provide such professional services.

N
OW, 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:

1.0 SERVICES OF CONSULTANT

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

1.2 C ontract 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 (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal ”); (5) Fee Schedule; and (5) the Task Order (as defined herein) (collectively referred to as the “Contract Documents”). The City’s Request Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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for Proposals and the Consultant’s Proposal, which are attached as Exhibits “B” and “C” respectively, are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, Task Order, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1
st) the terms of this Agreement; (2 nd) the provisions of the Task Order; (3 rd) Scope of Services (Exhibit “A”), as may be amended from time to time; (4th) the provisions of the City’s Request for Qualifications (Exhibit “B”); and (5th) the provisions of the Consultant’s Proposal.

1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable Cal/OSHA requirements. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

1.4 Licenses, Permits, Fees and Assessments . Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for t he Consultant's performance of the Work required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.

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

1.6 Care of Work . Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence.

1.7 Further Responsibilities of Parties . Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.

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1.8 Performance of Services . City Manager or Director of Engineering/City Engineer, as provided in Section 2.1 of this Agreement, shall have the right at any time during the term of this Agreement to order the performance of services as generally described in the Scope of Services to perform extra or additional work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No Work may be undertaken unless a written order is first given by the City Manager or the Director of Engineering/City Engineer to the Consultant, incorporating therein the identification and description of the Work to be performed, a maximum or not to exceed amount for such Work, and the time to perform the Work.

1.9 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of any W ork under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City.

2.0 COMPENSATION

2.1 Maximum Contract Amount . City and Consultant hereby acknowledge and agree that the Services required by this Agreement will vary dependent upon the number, type, and extent of the Services the Consultant shall provide; and no guarantee of the extent or the type of Services required of Consultant under the terms of this Agreement is made by the City. The annual level of services required by this Agreement is unknown and may significantly increase or decrease from year to year. In acknowledgement of the fact that the number and type of projects requiring the Consultant’s Services has not been identified for this Agreement , City and Consultant hereby acknowledge and agree that a specific “Maxim um Contract Amount” shall be imposed on each separate project that the City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task Order authorized by the Director of Engineering/City Engineer or the City Manager as provided in this Section 2.1. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the fee schedule set forth in Exhibit “ D”. The total amount of Compensation for the duration of the term of this agreement, as defined in Section 3.4, shall not exceed $600,000.00.

The method of compensation for each separate City authorized Task Order may include: (i) a lump sum payment upon completion, (ii) payment for time and materials based upon the Consultant's Schedule of Hourly Billing Rates (Fee Schedule) as shown on Exhibit “ D”, or (iii) such other methods as may be specified in the Schedule of Compensation.

Compensation shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense, and all other necessary expenditures required to perform the professional services under this Agreement. Compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any additional compensation for attending said meetings. Consultant hereby acknowledges that it accepts the Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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risk that the S ervices to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates, and that Consultant shall not be entitled to additional compensation, therefore.

It is expressly agreed that the maximum contract amount of this Agreement is undefined and is subject to the number and type of projects requiring the Consultant’s S ervices throughout the duration of the term of this Agreement, if any. Consultant’s compensation shall be limited to the Maximum Contract Amount identified on each separate, individually authorized Task Order corresponding to a project requiring the services of the Consultant.

By approval of this Agreement, the City Council hereby authorizes the subsequent approval of individual Task Orders (Purchase Orders) in those amounts sufficient to cover the cost of required Services necessary for the projects.

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

2.3 Changes in Scope . In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees.

An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.

2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement.

If such appropriations are not made, the City Manager may terminate this Agreement as provided in Section 8.3 of this Agreement; otherwise, there shall be no funding for any Services and Consultant shall not be entitled to payment for any Services that Consultant may provide.

3. SCHEDULE OF PERFORMANCE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement.

Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order. 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 Consultant to any additional compensation regardless of the Party responsible for the delay.

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

3.3 Force Majeure. The time for performance of Services to be rendered under each Task Order may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity a s a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall commence on April 1, 2025 and continue in full force and effect for one (1) year. At the sole discretion of the City Manager, upon written notice to Consultant and mutual agreement, the term of this Agreement may be extended for two (2) additional one (1) year terms.

4. COORDINATION OF WORK

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

4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.3 Prohibition Against Subcontracting or Assignments . The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein 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. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City.

4.4 Independent Consultant.

A. The legal relationship between the Parties is that of an independent Consultant, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint ventures or a member of any joint enterprise with Consultant.

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

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as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations.

4.5 California Labor Code Requirements.

A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), 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 S ervices are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such S ervices must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

5. INSURANCE

5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows:

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

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

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

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

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

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

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

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

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

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

A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers.

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

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

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

D. None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.

E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

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

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

H. Consultant shall provide proof that policies of insurance required herein 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 b e 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 nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive.

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

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

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

5.4 Sufficiency of Insurers . Insurance required herein 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.

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

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

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

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

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

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

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

6. INDEMNIFICATION

6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”) , from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and reasonable attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any applicable federal, state, or local law or ordinance or to the extent arising out of, pertaining to, or relating to any acts, Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims ar ising from the sole or active negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

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

7. REPORTS AND RECORDS

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

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

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Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant sha ll ensure that all its sub consultants shall provide for assignment to City of any documents or materials prepared by them, and in the event, Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

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

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

8. ENFORCEMENT OF AGREEMENT

8.1 California Law and Venue . This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the 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 Termination. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer.

Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

8.4 Default of Consultant.

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

B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and 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 herein shall limit City’s right to terminate this Agreement without cause pursuant to Section

8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.B, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided herein.

8.5 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 hereof.

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

8.7 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 declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

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8.8 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, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis.

As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement.

A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall Docusign Envelope ID: A1920245-EF8B-4060-B4B6-2EB98934EEF7

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

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

10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and 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, 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
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Telephone: (760) 323-8204

To Consultant: NV5, Inc.

Attention: Jeffrey M. Cooper, PE
42829 Cook Street, Suite 104
Palm Desert, CA 92211
Telephone: (760) 341-3101

10.3 Entire 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 hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

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10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but 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 herein, 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 hereto.

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

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

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

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

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

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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN
THE CITY OF PALM SPRINGS AND NV5, INC.

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

CONSULTANT:

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

Date: : Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: 03/27/2025 Item No. 1K

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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4/2/2025

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EXHIBIT “A”

SCOPE OF SERVICES
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SCOPE OF SERVICES

Background:

This work will be provided on an on- call as-needed basis and no amount of work is guaranteed. The contract value is based on an estimate only and not reflective of the actual amount of work that may or may not be performed. The City will issue Task Orders to the Consultant to provide the requested services associated with each project, as the need occurs for such services. Work will be performed on either a lump sum or cost-plus fixed fee basis as defined in each task order.

All services shall be performed in compliance with industry and professional standards and all applicable federal, state, and local laws, ordinances and regulations and the rules and ordinances of the County of Riverside and the City of Palm Springs.

Scope:

It will be the responsibility of the Consultant to determine the necessary staffing level required to perform the scope of service as may be required for a project when assigned. The City will not provide dedicated workspace or office space, city staff or city resources, printing or copying services, or clerical assistance in the performance of this agreement. The City reserves the right to perform any portion of the scope of work with City personnel and/or by other Consultants. The City may assign projects at its sole discretion.

Responsibilities may include, but are not limited to, the following:

A. Assist with outreach, materials, workshops, and presentations to educate residents, staff and City Council on utility undergrounding district formation guidelines and procedures for California Public Utility Commission (CPUC) Rule 20B projects.

B. Assist with the development of proposed Assessment District boundaries and affected properties.

C. Develop utility undergrounding project budget based on the budget of administration, design and construction costs provided by the utility companies, financing costs, and contingencies.

D. Collaborate with the Financial Advisor and Bond Counsel to determine preliminary assessment amounts for properties within the proposed district boundaries. Prepare a formal petition package for distribution to property owners within proposed district boundaries, ensuring all documentation is complete and precise.

E. Distribute the petition package to property owners within the proposed assessment district boundaries. Conduct all follow-up activities to collect and verify signatures, ultimately issuing a certificate of sufficiency for the petition.

F. Conduct detailed analysis of special benefits the undergrounding project will confer to each property within the district and determine precise amount to be assessed to each property based upon the project budget. Work with the City’s Financial Advisor to determine precise amount to be assessed on each property as a lump sum and/or bond- financed installment amount.

G. Prepare Assessment Engineers Report in compliance with Proposition 218.

H. Participate in and deliver presentations at City Council meetings as required during the formation phase of the Assessment District.

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I. Provide complete balloting services including preparation of unique ballots for each property within the assessment district boundaries and provide support to Bond Counsel during the scheduled Public Hearing to open and record ballots and to determine that a majority (50% +1) of the returned assessment ballots are in favor of the project.

J. Represent the City in meetings with residents, contractors, utility companies, and/or other agencies. Attend project development team meetings and other stakeholder and community meetings for utility undergrounding projects.

K. Assist with bidding procedures, prepare bid summaries, and make recommendations for consideration to award contracts for design, and/or construction of utility undergrounding projects and provide support during bidding, construction and project closeout.

L. Prepare and submit necessary documents, and coordinate with various regional, county, state, federal, and utility companies as needed.

M. Assist the City in tasks necessary to expedite project delivery such as “trouble shooting” and resolving issues with SCE and other utility companies, regulatory parties, and other affected agencies that may hamper project delivery schedules.

N. Employ project administration, contract administration, and project control techniques to ensure projects are delivered within approved scope, schedule, and budget.

O. Assist in obtaining environmental clearance in accordance with the California Environmental Quality Act (CEQA) regulations.

P. Complete any additional tasks and additional responsibilities as assigned by the City Engineer.

Schedule:

Work will commence upon issuance of individual task orders and the task orders will define the schedule for the work.

Compensation:

Work will be authorized under individual task orders and will be compensated on either a lump sum or cost-plus fixed fee basis utilizing the hourly rates, approved overhead and fee/profit included in the contract. Contract pricing in each task order shall include all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensat ion will be due by the City unless the contract is modified for additional work requested by the City. There is no specific amount of work guaranteed as this is an on-call contract.

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CITY COUNCIL STAFF REPORT
DATE: March 11, 2026 CONSENT CALENDAR
SUBJECT: APPROVAL OF AMENDMENT NO. 5 IN THE AMOUNT OF $280,000 TO CONTRACT SERVICES AGREEMENT NO. A8865 WITH ST. FRANCIS

ELECTRIC, LLC, FOR ON-CALL TRAFFIC SIGNAL MAINTENANCE
SERVICES FOR THE REMAINDER OF FISCAL YEAR 2025-2026
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

This action requests City Council approval of Amendment No. 5 to the contract services agreement with St. Francis Electric, LLC (SFE), a California limited liability company, to increase the maximum annual contract amount by $280,000 to a maximum annual amount of $860,000 for traffic signal and electrical system maintenance services at the City's various traffic signals for the remainder of Fiscal Year 2025-2026.

RECOMMENDATION:

1. Approve Amendment No. 5 to Contract Services Agreement No. 8865 with St.

Francis Electric, LLC, increasing the maximum annual contract amount by $280,000 for Traffic Signal Maintenance Services for Fiscal Year 2025-2026;

2. Appropriate $280,000 from the Measure A Traffic Safety Project balance; and

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure Form for SFE is included as Attachment A.

BACKGROUND:

On May 27, 2021, City Council approved Contract Services Agreement No. A8865 with SFE to provide On-Call Traffic Signal Maintenance Services throughout the City. Through this agreement, St. Francis Electric provides 24 hours/7 days per week on-call routine preventive maintenance, emergency repairs, and non-emergency maintenance of all the City’s various traffic signals and equipment.

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City Council Staff Report
March 11, 2026 -- Page 2
St. Francis Electric – Amendment #5 to A8865
On-call traffic signal maintenance services are established utilizing a fixed cost for routine preventative maintenance of traffic signals at a per-location cost, as well as labor and equipment rates and mark-up for unscheduled work, extra work, and all other emergency repairs reimbursed on a time/materials cost basis.

However, the vast majority of traffic signal maintenance services performed for the City occur as emergency work. The emergency work consists of responding to reports of malfunctioning signals, lights out, and traffic accidents. Emergency services are reimbursed based on the agreed Schedule of Fees for labor and equipment included in the agreement.

Additionally, Staff has been working to bring all signalized intersections back on-line and communicating with our Traffic Management Center (TMC). Intersections that are already part of a Highway Safety Improvement Projects (HSIP) or the Coachella Valley Synchronization Project (CV-Sync) are not included in the communication improvements.

The annual cost for traffic signal maintenance services fluctuates depending upon the nature and type of signal malfunction or repairs and traffic accidents affecting the City’s traffic signal equipment. Historically, the City has established an annual budget of $380,000 for traffic signal maintenance services. In the past, those funds were sufficient to cover routine monthly preventive maintenance and a moderate level of emergency response services typically related to one or two accidents affecting the City’s traffic signals.

STAFF ANALYSIS:

During the last three consecutive fiscal years, Staff has asked to increase the SFE agreement four (4) times due to spikes in the number of traffic collisions resulting in damages to traffic signal equipment. The SFE agreement was amended on:
May 25, 2023 – Increase of $130,000 for Fiscal Year 22-23 February 8, 2024 – Increase of $200,000 for Fiscal Year 23-24 July 25, 2024 – Increase of $200,000 for Fiscal Years 24-25 and 25-26 March 17, 2025 – Increase of $275,000 for Fiscal Year 24-25 When a traffic collision results in injury or property damage, the Police Department prepares a traffic collision report, which is used as supporting documentation for property damage claims. Once traffic signal repairs are completed and all related invoices are collected, a reimbursement claim is submitted to the responsible party’s insurance carrier.

The repair process can take as little as one week if materials are readily available, or up to six months if specialized parts must be ordered. After submission to the City’s claims adjuster, it can take an additional six months to more than one year for the City to recover some or all of the repair costs.

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City Council Staff Report
March 11, 2026 -- Page 3
St. Francis Electric – Amendment #5 to A8865
Over the past seven months, the City has experienced thirteen (13) incidents involving traffic signal pole knockdowns and equipment damage caused by vehicular collisions, contractor activity, and weather-related events. Additional incidents are anticipated during the remaining five months of the fiscal year. Figure 1 shows several recent examples of traffic signal equipment damage.

Figure 1 – Traffic equipment knockdowns
In addition to traffic collision related repairs, response calls have also remained a significant cost this fiscal year as well. The table below shows the general breakdown between maintenance, traffic collision, and response calls between July 1, 2025, to January 31, 2026.

Cost Breakdown by Category
Maintenance: $24,082.50
Response: $325,831.76
Knockdowns/Collisions: $137,026.18
Subtotal – Expenses (7/1/25 to 1/31/26): $486,940.44
Budgeted Funds
FY 25/26 Budget: $580,000.00
Less Expenses to Date: -$486,940.44
Total Remaining Budget: $93,059.56
Unforeseen response calls and knockdowns/collisions have totaled $462,857.94 just seven months into the current fiscal year. In comparison, the entire Fiscal Year 24/25 incurred a total cost of $836,925.53 for similar incidents. The remaining fiscal year budget to cover invoices from February 1, 2026 through June 30, 2026, is $93,059.56.

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City Council Staff Report
March 11, 2026 -- Page 4
St. Francis Electric – Amendment #5 to A8865
The average monthly SFE invoice has been $69,562.85, ranging from a low of $42,047.70 to a high of $104,633.69. Based on current expenditures, additional funding will be necessary to cover costs through the end of the fiscal year.

Staff recommends approval of Amendment No. 5 to the SFE contract services agreement to fund the remaining months of the fiscal year. A copy of the proposed amendment is included as Attachment B.

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 or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing; therefore, the traffic signal maintenance services to be provided to the City are considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Infrastructure and Facilities.

FISCAL IMPACT:

Sufficient funds are available from Measure A Traffic Safety Projects to cover the appropriation of the $280,000.

REVIEWED BY:

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

ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Amendment No. 5

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Attachment A
Public Integrity Disclosure Form

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Attachment B

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(BB&K 2024)

AMENDMENT NO. 5 TO THE TRAFFIC SIGNAL MAINTENANCE AND

TRAFFIC MANAGEMENT CENTER (TMC) SUPPORT SERVICES
AGREEMENT NO. 8865 BETWEEN THE CITY PALM SPRINGS
AND ST
. FRANCIS ELECTRIC, LLC

1. Parties and Date.

This Amendment No. 5 to the Traffic Signal Maintenance and Traffic Management Center (TMC) Sup
port Services Agreement No. 8865 is made and entered into as of this 11 th day of March, 2026, by and between the City of Palm Springs (“City”) and St. Francis Electric, LLC, a California limited liability company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor have entered into an agreement entitled “Traff ic Signal Maintenance and Traffic Management Center (TMC) Support Services Agreement No. 8865” dated July 6, 2021 “Agreement” for the purpose of retaining the services of Contractor to provide on- going Traffic Signal/TMC Maintenance and emergency response repairs.

2.2 Amendment No. 1. City and Contractor amended the Agreement to provide additional services increasing Purchase Order 23000087 by one hundred thirty thousand dollars ($130,000) for a new maximum contract amount of $510,000 for Fiscal Year 22/23.

2.3 Amendment No. 2. City and Contractor amended the Agreement to provide additional services increasing Purchase Order 24000295 by two hundred thousand dollars ($200,000) for a new maximum contract amount of $580,000 for Fiscal Year 23/24.

2.4 Amendment No. 3. City and Contractor amended the Agreement to provide additional services increasing the Agreement by three hundred and one thousand five hundred fifty dollars ($301,550) for a new maximum contract amount of $681,550 for Fiscal Year 24/25 and two hundred thousand dollars ($200,000) for a new maximum contract amount of $580,000 for Fiscal Year 25/26.

2.5 Amendment No. 4. City and Contractor amended the Agreement to provide additional services increasing the Agreement by two hundred and seventy five thousand dollars ($275,000) for a new maximum contract amount of $956,550 for Fiscal Year 24/25.

2.6 Amendment No. 5 Purpose. City and Contractor desire to amend the Agreement to provide additional services increasing the Agreement by two hundred and eighty thousand dollars ($280,000) for a new maximum contract amount of $860,000 for Fiscal Year 25/26.

2.7 Amendment Authority. This Amendment No. 5 is authorized pursuant to Section 2.3, Changes in Scope, of the Agreement.

3. T
erms.

3.1 Maximum Contract Amount, Section 2.1 of the Agreement is hereby amended to add the following:

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Compensation shall not exceed the maximum contract amount of Eight Hundred Sixty Thousand Dollars ($860,000) ("Maximum Contract Amount") for Fiscal Year 25/26.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 5, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 5. From and after the date of this Amendment No. 5, whenever the term “Agreement” or “Contract” appears in t he Agreement, it shall mean the Agreement as amended by this Amendment No. 5.

3.4 Severability. If any portion of this Amendment No. 5 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. 5 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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SIGNATURE PAGE TO AMENDMENT NO. 5 BY AND BETWEEN
THE CITY OF PALM SPRINGS AND ST. FRANCIS ELECTRIC, LLC

IN WITNESS WHEREOF, the Parties have execut ed this Amendment as of the dates stated below.

ST. FRANCIS ELECTRIC, LLC:

By: ____________________________________
Signature

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

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CITY COUNCIL STAFF REPORT
DATE: March 11, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 TO THE LEASE WITH MIZELL CENTER, LOCATED AT 480 SOUTH SUNRISE WAY, TO EXTEND LEASE AN
ADDITIONAL TWENTY (20) YEARS
FROM: Scott C. Stiles, City Manager
BY: Housing and Community Development
SUMMARY:

The Proposed Amendment No. 2 (Amendment, Attachment A) is to extend the term of the lease agreement (Lease, Attachment B) between the City of Palm Springs and Mizell Center (Tenant), for the property located at 480 South Sunrise Avenue (Premises) for an additional twenty years.

RECOMMENDATION:

1. Approve Amendment No. 2 to the Lease with Mizell Center to extend the term an additional twenty years.

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

BUSINESS PRINCIPAL DISCLOSURE:

Mizell Center is a 501(c)3 organization (Attachment C).

BACKGROUND:

The Tenant has served the Palm Springs area since 1974, providing a variety of programs and services for the senior community. Senior services like those offered by Tenant play an important role in the lives of older adults. They help combat loneliness by providing a place for socializing and meeting new friends, benefiting the mental health of the community; they provide nutrition and wellness programs to help maintain physical health; the Meals on Wheels program helps seniors with being independent and to live at home longer; and case management services helps seniors with obtaining information and referrals for a variety of services. According to 2020 census data, approximately 36.8% of Palm Springs residents were over the age of 60.

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City Council Staff Report
March 11, 2026 -- Page 2
Mizell Center Lease – Amendment No. 2
On October 13, 1988, the City entered into the Lease with Tenant for a term of twenty years for the facility at 480 South Sunrise Way. The Tenant soon embarked on an expansion of the building to accommodate the needs of the senior community.

On April 1, 1992, the City and Tenant entered into a First Amendment to the Lease to extend the term of the lease until October 12, 2028.

In 2023, Tenant completed a $500,000 renovation, funded by Measure J tax dollars, increasing the kitchen from 642 square feet to nearly 2,000 square feet, which has provided a far more productive and cost-efficient kitchen that is positioned to do more for the community going forward.

STAFF ANALYSIS:

The City and Tenant entered the original lease in 1988. At that time, Tenant commenced with an expansion of the property at 480 South Sunrise Way to add 7,000 square feet of space (Addition) to the existing facility, which included 5,029 square feet of enclosed building space, patios, service areas, walkways, landscaping, and parking facilities.

Monthly rent to be paid was $525 for land, and $3,017 for the existing improvements, for a total monthly rent of $3,542. Every five years the rent was to be increased by the Los Angeles, Riverside, Anaheim, Metropolitan Area Urban Consumers, All Items (1982- 1984=100) Consumer Price Index (CPI) over the preceding five years. CPI increases were also limited to 25% above the rent payable for the preceding five-year period.

The original Lease also included a provision that if the Addition was completed within one year of the Lease commencement, and upon City Council approval of the completed Addition, rent was to be forgiven for the term of the lease. Based on compliance with those terms, the Tenant has not been required to pay rent.

According to the terms of the Lease, Tenant is responsible for paying all utilities including gas, electricity, telephone, water, waste disposal, sewer service, and similar charges.

Tenant is also responsible for repairs and maintenance at their own cost and expense for all interior and exterior repairs, including painting, mechanical equipment, doors, windows, glass replacement, and windows forming the exterior walls. Custodial services are also to be performed by Tenant including exterior landscaping, and parking lot maintenance.

The City receives priority use of rooms, building and facilities for recreational and community services, as is similar to other lease agreements for City properties.

As noted above, the Lease was amended in April 1992 extending the term of the lease from October 2008 to October 12, 2028, for a total of 40 years. The First Amendment to the Lease did not include any adjustments to the rental amount, allowing the Tenant to occupy the building without the payment of rent. If not renewed, the current lease will expire on October 12, 2028.

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City Council Staff Report
March 11, 2026 -- Page 3
Mizell Center Lease – Amendment No. 2
Tenant is requesting to continue the terms of their lease for an additional 20 years under the same terms and conditions of the existing Lease and subsequent amendment, including the waiver of the rent payment. The Tenant will continue to pay all utilities, pay for maintenance, and provide janitorial service. Changes included in the Amendment include an update to the nondiscrimination language to be consistent with the City’s current requirements, and also a Public Recognition requirement to include the City as a Platinum level donor.

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 amend a lease of a City-owned property and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Public Safety and Community Services.

FISCAL IMPACT:

There is no impact to the General Fund resulting from this action. Tenant is responsible for paying gas, electricity, telephone, water, waste disposal, sewer service, and similar charges. Tenant is also responsible for repairs and maintenance of all interior and exterior repairs, including painting, mechanical equipment, doors, windows, glass replacement, and windows forming the exterior walls. Custodial services are also to be performed by Tenant including exterior landscaping, and parking lot maintenance.

REVIEWED BY:

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

ATTACHMENTS:

A. Proposed Lease Amendment No. 2
B. Lease
C. Business Principal Disclosure

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ATTACHMENT A
PROPOSED LEASE AMENDMENT 2

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SECOND AMENDMENT TO MIZELL CENTER LEASE

THIS SECOND AMENDMENT TO PALM SPRINGS SENIOR CENTER LEASE (Amendment”) is made this _____ day of __________, 2026 by and between the CITY OF PALM SPRINGS, a municipal corporation (“Lessor”) and MIZELL CENTER aka the PALM SPRINGS SENIOR CENTER, a nonprofit public benefit corporation (“Lessee”).

RECITALS
A. On October 6, 1988, the parties hereto entered that certain Palm Springs Senior Center Lease (“Lease”).

B. On April 1, 1992, the parties entered a First Amendment to the Lease extending the term of the lease until October 12, 2028.

C. The parties desire to amend the terms of the Lease, including extending the term of the Lease, as more particularly set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Term. Section 2 of the Lease is hereby deleted in its entirety and replaced with the following:
“The term of t his Lease shall be for a period of sixty (60) years commencing on October 13, 1988, and terminating on October 12, 2048.”

2. Lease Payment . Section 4 of the Lease is hereby amended to replace references to “Consumer Price Index, Los Angeles, Riverside, Anaheim, Metropolitan Area All Consumers, All Items (1982 -1984 = 100)” with “Consumer Price Index, Riverside-San Bernardino -Ontario, CA, CPI -U, All items, All Urban Consumers, base:

December 2017=100.”

3. Nondiscrimination. Section 20 of the Lease is hereby deleted in its entirety and replaced with the following:
“Lessee shall not discriminate on the basis of actual or perceived race, color, religion, ancestry, national origin, disability, medical condition, marital status, domestic partner status, sex, gender, gender identity, gender expression, or sexual orientation as these terms are defined by California Law, or association with members of classes protected under section 7.05.02 of the Palm Springs Municipal Code or in retaliation for opposition to any practices forbidden under that Section, against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, operated by that contractor, and shall include a similar provision in all subcontracts entered into pursuant to this Lease.”

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4. Public Recognition. The following shall be a dded to the terms of the Lease as Section 24:
“24. Public Recognition . During the Term of this Lease, Lessee shall provide the Lessor with Platinum Level recognition and the following associated benefits. Lessee shall: Display the Lessor’s logo on the homepage of its official website, positioned alongside its highest-level sponsors; include the Lessor’s logo in the rotation of its digital signage located at the intersection of Ramon Road and Sunrise Way ; Include the Lessor’s logo and formal recognition in its monthly electronic newsletter (upon request, Lessor may provide specific language for inclusion, subject to Lessee’s reasonable approval ); P rovide ten (10) complimentary passes for the annual Gala ; P rovide verbal recognition of the Lessor and the presence of the Palm Springs City Council members during the formal remarks at said Gala ; At Lessee’s sole cost and expense , Lessee shall install a plaque on the Premises recognizing the Lessor (the wording, design, and specific location of the plaque shall be mutually agreed upon by both parties , and this plaque shall be distinct from any plaques required by existing contracts).“

5. Full Force and Effect . Except as provided herein, all provisions of the Lease shall remain unchanged and in full force and effect.
[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, this Second Amendment is effective as of the date of City Council approval below.

“CITY”
City of Palm Springs

Date:__________________________ By: _______________________________ Scott C. Stiles, ICMA-CM
City Manager

APPROVED AS TO FORM: ATTEST

By: ___________________________ By: _______________________________ Jeff Ballinger, Brenda Pree, MMC, CERA
City Attorney City Clerk

MIZELL CENTER

By: ___________________________
Rob Wheeler,
Executive Director

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ATTACHMENT B
LEASE

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ATTACHMENT C

BUSINESS PRINCIPAL DISCLOSURE

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CITY COUNCIL STAFF REPORT
DATE: MARCH 11, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT NO. 25L083 WITH ALCLEAR, LLC DBA CLEAR, TO

ADJUST COMMERCIAL ACTIVITY FEE BASED UPON CPI, INCLUDE
10% COMMISSION ON MEET AND ASSIST FEE, AND TO INCREASE
THE MINIMUM ANNUAL GUARANTEE TO $131,000 FOR BIOMETRIC

PASSENGER SCREENING SERVICES AT THE PALM SPRINGS

INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Airport
SUMMARY:

This action will approve Amendment No. 1 to Non-Exclusive Operating and Lease Agreement No. 25L083 (Agreement) with Alclear, LLC dba CLEAR to adjust Commercial Activity Fee based upon CPI, include 10% commission on Meet and Assist Fee, and increase the Minimum Annual Guarantee (MAG) to $131,000 for biometric passenger screening at the Palm Springs International Airport (Airport/PSP).

RECOMMENDATION:

1. Approve Amendment No. 1 to a Non-Exclusive Operating and Lease Agreement No. 25L083 with Alclear, LLC dba CLEAR to adjust Commercial Activity Fee based upon CPI, include 10% commission on Meet and Assist Fee, and increase the Minimum Annual Guarantee (MAG) for biometric screening services at the Palm Springs International Airport (Airport/PSP).

2. Authorize the City Manager or designee to execute all necessary documents subject to such changes/revisions agreeable to the City Manager and City Attorney.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) confirmed on March 28, 2025, Alclear, LLC dba CLEAR is a Delaware Limited Liability Company registered in the state of California and licensed to do business in the City of Palm Springs.

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City Council Staff Report
March 11, 2026 – Page 2
Amendment No. 1 to Agreement 25L083 with Alclear, LLC dba CLEAR BACKGROUND:

In Calendar Year (CY) 2025, a total of 1,655,631 departing passengers used the Transportation Security Administration (TSA) security checkpoint at the Palm Springs International Airport. Of this total, approximately 194,809 or 11.8% were CLEAR members. This represents an 18% increase over CY 2024.

On April 9, 2025, the City Council approved Non-Exclusive Operating and Lease Agreement 25L083 (Attachment C) with CLEAR to lease Airport terminal space and provide biometric verifications of subscribing departing passengers at the Airport.

CLEAR’s service helps expedite the TSA’s security checkpoint processes for CLEAR members by reducing congestion and lessening passenger wait times. CLEAR members are escorted by a CLEAR employee to the TSA agent for screening through a designated lane at the TSA security checkpoint.

In September 2025, CLEAR approached the Airport with a request to begin offering meet and assist customer services at PSP through CLEAR’s Ambassador Assist program. This curbside to boarding gate service is available to CLEAR members who wish to have assistance throughout the Airport for a fee. In return for allowing CLEAR to offer this premium enhanced membership service, the Airport receives a 10% commission. This commission is in addition to the fixed lease space rent and the unique member verification fee.

STAFF ANALYSIS:

Since April 2022, CLEAR has verified over 500,000 unique members using the biometric processes at the Airport.

CLEAR operates four screening Pods in 285 square feet of space adjacent to the TSA checkpoint as well as the four screening Pods in 158 square feet of space on the south side of the main terminal doors for additional screening capacity and enrollments. Behind the verification lane, CLEAR occupies 426 square feet of office and breakroom space for their employees.

The continued presence and future growth of CLEAR will benefit passengers by helping expedite the TSA security checkpoint process for CLEAR members. CLEAR members can enjoy a streamlined and faster screening experience, as they are escorted by CLEAR employees through designated lanes, reducing wait times and alleviating congestion for travelers. Additionally, CLEAR will help alleviate general security line congestion, enhancing the overall passenger experience for all travelers. CLEAR’s growth of both members verified, and enhancement of services offered, will generate continued revenues for the Airport.

The amendment expressly authorizes CLEAR to provide meet and assist services at the Airport as a permitted commercial activity under the Agreement. This service, branded as

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City Council Staff Report
March 11, 2026 – Page 3
Amendment No. 1 to Agreement 25L083 with Alclear, LLC dba CLEAR CLEAR’s Ambassador Assist program, allows CLEAR members to receive curbside-to- gate assistance for an additional fee. In consideration for this expanded commercial activity, the amendment requires CLEAR to remit ten percent (10%) of gross revenues generated from the meet and assist service to the Airport as a commercial service fee.

In addition to the expansion of services, Amendment No. 1 also increases the lease rental rate to $136.90 per square foot per year for lobby and office space, with annual adjustments based on the Consumer Price Index (CPI). The amendment also increases the Commercial Activity Fee of $0.75 per unique member verification to escalate annually by CPI and to add a new Ambassador Assist fee equal to 10% of gross revenues generated from meet and assist services, excluding membership fees. Finally, the Minimum Annual Guarantee is increased under the amendment to $131,000.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council’s Strategic Plan Broad Goal of Economic Development, as well as the Airport’s Strategic Plan Priority 2 – Goal 2: Deliver an Unforgettable Guest Experience.

FISCAL IMPACT:

Based upon the current space leased by CLEAR in the Terminal building, the annual revenue to Airport Fund 415.38105 (Non-Airline Terminal Rent Fee) for FY 2026 will be $118,827.60. This amount may increase in FY 2027 based upon the July 1st Consumer Price Index (CPI) adjustment.

In addition to the rent for the Terminal building space, CLEAR is required to pay $0.75 per unique member verified using CLEAR biometric member screening services. This amendment will incorporate an increase in the fee based upon the July 1st CPI adjustment, calculated later this year. The amendment will also incorporate the 10% commission for CLEAR Ambassador Assist services as a Commercial Service Fee paid to the Airport.

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City Council Staff Report
March 11, 2026 – Page 4
Amendment No. 1 to Agreement 25L083 with Alclear, LLC dba CLEAR Based upon the current trends of passenger enplanements and CLEAR members using their verification and meet and greet services, the estimated revenue to Airport Fund 415.38135 (Commercial Service Fees) for FY 2027 will be approximately $150,000, with a minimum annual guarantee of $131,000. Total revenue expected from CLEAR in FY 2027 will be at least $268,827.

REVIEWED BY:

Department Director: Harry Barrett Jr.

City Attorney: Geremy Holm
City Manager: Scott Stiles

ATTACHMENTS:

A. Amendment No. 1 to Non-Exclusive Operating Lease Agreement 25L083 B. Public Integrity Disclosure
C. Non-Exclusive Operating Lease Agreement 25L083

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ATTACHMENT A
AMENDMENT NO. 1 TO
LEASE AGREEMENT 25L083 WITH

ALCLEAR, LLC DBA CLEAR

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AMENDMENT NO.1 TO LEASE 25L083
Alclear, LLC dba CLEAR

NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT

AT THE PALM SPRINGS INTERNATIONAL AIRPORT

THIS AMENDMENT NO. 1 to that certain Non- Exclusive Operating and Space Lease Agreement No. 25L083 (“Agreement”), is made and entered into this 1 st day of March 2026 (the “Effective Date”) by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (“City” or “Lessor”), and Alclear, LLC dba CLEAR a Delaware Limited Liability Company (“Lessee”) registered in the State of California. City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.”

RECITALS

WHEREAS, on April 1, 2025, City and Lessee entered into that certain Agreement whereby Lessee would lease terminal use space at Palm Springs International Airport (“Airport”) to operate a Non-Aeronautical Commercial Activity consisting of a Registered Travel Program providing expedited security screen for passengers who are registered for Lessee’s membership service.

WHEREAS, the Parties wish to amend the Agreement by increasing the lease rental payments, adjusting commercial activity fee annually via consumer price index (CPI), include new meet and assist services, and increasing the Minimum Annual Guarantee.

NOW THEREFORE, in consideration of the City’s covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Lessee mutually agree as follows.

AGREEMENT

1. Lease Rental Payments. Section 1.4 of the Agreement is replaced in its entirety to read:

“1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $136.90 per square foot per annum for lobby and office space, paid in monthly increments of $9,902.30 due on the first day of each month. The monthly rent shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All -Urban Consumers (CPI -U) in the Riverside -San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the

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Bureau of Labor Statistics, its successor, or substantively similar, widely adopted measurement of cost inflation for the Palm Springs region. The rent shall be escalated annually, effective each July 1st, using CPI -U indices comparing January of the prior year to January of the current year. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.”

2. Commercial Activity Fee. Section 1.5 of the Agreement is replaced in its entirety to read:

“1.5.1 Commercial Activity Fee. In addition to rent as provided for in Section 1.4 of this Lease, Lessee agrees to remit to Lessor a $0.75 fee for each Unique Member Verification performed during each month as measured by Lessor’s automated data warehouse. This fee shall not include dupl icate transactions, Lessor’s employee verifications, verifications made for testing or quality control purposes, or demonstration verifications. The Unique Member Verification Fee (“Fee”) shall be adjusted July 1st of each year in an amount equal to the increase in the consumer price index for All-Urban Consumers (CPI-U) in the Riverside-San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substanti vely similar, widely adopted measurement of cost inflation for the Palm Springs region. The Fee shall be escalated annually, effective each July 1st, using CPI -U indices comparing January of the prior year to January of the current year. City shall send wr itten notice of the applicable Fee increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.

1.5.2 Ambassador Assist Fee. Lessee shall be permitted to provide a traveler assist service at the Airport. The traveler assist service shall be defined as a meet and assist service for a fee for members of Lessee’s registered traveler program.

In consideration for the privilege of offering this service, Lessee shall provide the Airport with 10% of the gross sal es generated from the meet and assist service.

For clarity, gross sales will not include costs for registered traveler memberships.”

3. Minimum Annual Guarantee (MAG). Section 1.6 of the Agreement is replaced in its entirety to read:

“1.6 Minimum Annual Guarantee (MAG). As a condition for operating at the Demised Premises, Lessee shall pay to City, commencing with the start of the Lease, and on the first day of each and every month through the Term of this Agreement, one-twelfth (1/12) of the Minimum Annual Guarantee for the applicable

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Agreement Year without demand, deduction or setoff. Lessee agrees the MAG for each Agreement Year shall be $131,000 (one hundred and thirty-one thousand dollars).

Within fifteen (15) days after the end of each calendar month of the term hereof, commencing with the fifteenth (15th) day of the month following the Commencement Date, and ending with the fifteenth (15th) day of the month succeeding the last month of the Lease term, Lessee shall furnish Lessor a Monthly Report certified by Lessor to be correct, showing all transactions during the month and designating each type of transaction including the excluded transactions listed herein with sufficient details, and sh all accompany each such statement with Commercial Activity Fee Payment to Lessor.

In the event the Monthly Commercial Activity Fee Payment is greater than (1/12) of the MAG for the applicable Agreement Year, Lessee shall pay the difference to City with the Monthly Report. This fee is for the privilege to engage in business at Airport and is not for lease of the Demised Premises. Lessee shall be liable for any State Sales Tax thereon, should such “privilege fee” now or hereafter be held to be taxable by the State of California.

A. MAG Abatement Based on Enplaned Passengers in a
Calendar Year. The City calculates the number of enplaned passengers at the Airport. The Airport shall calculate the number of enplaned passengers no later than sixty (60) days after the end of the Calendar Year. For the purposes of this Lease, a Calendar Year is defined as the period of twelve (12) consecutive months, starting on January 1st and ending on December 31st. If the number of enplaned passengers in any given Calendar Year as calculated by the Airport, falls below ninety percent (90%) of the number of enplan ed passengers during the previous Calendar Year, then the MAG shall be reduced by taking the percentage of reduction of enplaned passengers over 90% from the previous Calendar Year, and multiplying that fraction by the current year’s MAG. If the number of enplaned passengers in any given continuous three-month period as calculated by the City, falls below seventy -five percent (75%) of the number of enplaned passengers during the same continuous three-month period during the previous year, then for the following month, the MAG shall be reduced by taking the percentage of reduction of enplaned passengers from the same continuous three- month period during the previous year, and multiplying that fraction by one-twelfth current year’s MAG, to calculate that month’s MAG payment.”

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT 25L083

BETWEEN THE CITY OF PALM SPRINGS AND ALCLEAR LLC DBA CLEAR

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT 25L083 ALCLEAR LLC DBA CLEAR as of the day and year first above written.

CITY OF PALM SPRINGS ALCLEAR, LLC DBA CLEAR

Approved By:

________________________________ ________________________________ Scott Stiles Signature
City Manager
________________________________
Name
________________________________
Date ________________________________
Title

Attested By:

________________________________ ________________________________ Brenda Pree Signature
City Clerk
________________________________
Name
Approved as to Form:
________________________________
Title
________________________________
Jeffrey S. Ballinger
City Attorney Corporations require two
notarized signatures. One signature
must be from Chairman of Board,
President, or any Vice President. The
second signature must be from the
Secretary, Assistant Secretary,
Treasurer, Assistant Treasurer, or Chief
Financial Officer.

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ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE

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1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Address of Entity (Principal Place of Business)
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? D Yes D No Type of Entity
D Corporation D Limited Liability Company D Partnership D Trust D Other {please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
□Other
D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
D Other
D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
D Other
Jennifer Hsu
X
X
X
Michael Barkin
Caryn Seidman-Becker
X
X
Delaware
CSC Lawyers Incorporating Service - 2710 Gateway Oaks Drive, Suite 150N, Sacramento, CA 95833 85 10th Avenue, 9th Floor, New York, NY 10011
Alclear, LLC dba CLEAR
Docusign Envelope ID: 564C5756-2012-42A9-A854-0786BBF7899A

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D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
□Other
D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
D Other
Lynn Haaland
X
X
Emma Barnett Bauman
Docusign Envelope ID: 564C5756-2012-42A9-A854-0786BBF7899A

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

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
[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 100%
Alclear Holdings, LLC
(the publicly listed parent company of Alclear Holdings, LLC is "Clear Secure, Inc.", NYSE Ticker: YOU)
Docusign Envelope ID: 564C5756-2012-42A9-A854-0786BBF7899A Lynn Haaland, General Counsel & Chief Privacy Officer
2/23/2026

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Docusign Envelope ID: 564C5756-2012-42A9-A854-0786BBF7899A

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ATTACHMENT C
LEASE AGREEMENT 25L083 WITH

ALCLEAR, LLC DBA CLEAR

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1 ALCLEAR, LLC DBA CLEAR /

NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT

FOR TERMINAL USE SPACE AT

PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE (“Lease”) is made and entered into this 1st day of April, 2025, by and between the CITY OF PALM SPRINGS, a municipal corporation (“Lessor”), and Alclear, LLC dba CLEAR, a Delaware Corporation (“Lessee”) registered in the State of California.

City and Lessee may herein be referred to individually as a “Party” and collectively as “Parties.”
R E C I T A L S:

A. Lessor desires to lease terminal use space at Palm Springs International Airport (“Airport”) to operate a Non-Commercial Ae ronautical Activity consisting of a Registered Travel Program providing expedited security screening for passengers who are registered for Lessee’s membership service.

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

NOW THEREFORE, City and Lessee mutually agree as follows:

AGREEMENT

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

1.1 Demised Premises. The “Demised Premises” shall refer to that certain property consisting of 443 square feet of lobby space which will be occupied by screening pods and 425 square feet of office and breakroom space and located in the Palm Springs International Airport Terminal Building and particularly described in Exhibit “A” attached hereto.

1.2 Lease Term. The term of this lease shall commence on March 1, 2025 and shall terminate on February 28, 2026.

1.3 Extension Option. Lessee may have the right to renew the Lease for two (2), one (1) year terms which may be exercised by providing written notice to Lessor

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2 no less than sixty (60) prior to the expiration of the Lease term or renewal period. The rental payments for any extension shall be calculated as indicated in Section 1.4.

1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $133.04 per square foot per annum for lobby and office space, paid in monthly increments of $9,623.23 due on the first day of each month. The monthly rent shall be adjusted July 1
st of each year in an amount equal to the increase in the consumer price index for All-Urban Consumers (CPI-U) in the Riverside-San Bernardino- Ontario Metropolitan Statistical Area (MSA), as published by the Bureau of Labor Statistics, its successor, or substantively similar, widely adopted measurement of cost inflation for the Palm Springs region. The rent shall be escalated annually, effective each July 1st, using CPI-U indices comparing January of the prior year to January of the current year. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure.

1.5 Commercial Activity Fee. In addition to rent as provided for in Section

1.4 of this Lease, Lessee agrees to remit to Lessor a $0.75 fee for each Unique Member Verification performed during each month as measured by Lessor’s automated data warehouse. This fee shall not include duplicate transactions, Lessor’s employee verifications, verifications made for testing or quality control purposes, or demonstration verifications.

1.6 Minimum Annual Guarantee (MAG). As a condition for operating at the Demised Premises, Lessee shall pay to City, commencing with the start of the Lease, and on the first day of each and every month through the Term of this Agreement, one- twelfth (1/12) of the Minimum Annual Guarantee for the applicable Agreement Year without demand, deduction or setoff. Lessee agrees the MAG for each Agreement Year shall be $111,000 (one hundred and eleven thousand dollars).

Within fifteen (15) days after the end of each calendar month of the term hereof, commencing with the fifteenth (15th) day of the month following the Commencement Date, and ending with the fifteenth (15th) day of the month succeeding the last month of the Lease term, Lessee shall furnish Lessor a Monthly Report certified by Lessor to be correct, showing all transactions during the month and designating each type of transaction including the excluded transactions listed herein with sufficient details, and shall accompany each such statement with Commercial Activity Fee Payment to Lessor.

In the event the Monthly Commercial Activity F ee Payment is greater than (1/12) of the MAG for the applicable Agreement Year, Lessee shall pay the difference to City with the Monthly Report. This fee is for the privilege to engage in business at Airport and is not for lease of the Demised Premises. Lessee shall be liable for any State Sales Tax thereon, should such “privilege fee” now or hereafter be held to be taxable by the State of California.

A. MAG Abatement Based on Enplaned Passengers in a
Calendar Year. The City calculates the number of enplaned passengers at the Airport.

The Airport shall calculate the number of enplaned passengers no later than sixty (60) days after the end of the Calendar Year. For the purposes of this Lease, a Calendar Year

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3 is defined as the period of twelve (12) consecutive months, starting on January 1st and ending on December 31st. If the number of enplaned passengers in any given Calendar Year as calculated by the Airport, falls below ninety percent (90%) of the number of enplaned passengers during the previous Calendar Year, then the MAG shall be reduced by taking the percentage of reduction of enplaned passengers over 90% from the previous Calendar Year, and multiplying that fraction by the current year’s MAG. If the number of enplaned passengers in any given continuous three-month period as calculated by the City, falls below seventy-five percent (75%) of the number of enplaned passengers during the same continuous three-month period during the previous year, then for the following month, the MAG shall be reduced by taking the percentage of reduction of enplaned passengers from the same continuous three-month period during the previous year, and multiplying that fraction by one-twelfth current year’s MAG, to calculate that month’s MAG payment.

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

1.3. 1.8 Security Deposit. N/A

1.9 Use of Premises. Lessee shall use and occupy the Premises for the purpose of providing a Registered Travel Program offering expedited security screening for passengers who are registered for Lessee’s membership service.

Lessor: City of Palm Springs
Attn: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Unique Member Verification (UMFA) monthly reports and
payments made out to the City of Palm Springs or Palm
Springs International Airport shall be mailed to:

Accounts Receivable
Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262

2.0 TERM

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

2.2 Reserved.

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

2.4 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or

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4 regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt payment of any rental or other charge required of Lessee hereunder except as may be expressly provided elsewhere in this Lease.

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

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

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

3.0 RENTAL

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

3.2 Rental Adjustment. Rental adjustment are as specified in Section

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

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5 3.4 Real Property Taxes. Unless Lessee qualifies for an exemption, in addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor, either directly to the taxing authority or to Lessor, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of this Lease has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed.

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

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

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

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

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

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

4.0 USE OF THE PREMISES

4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises with appurtenances as defined herein, for the purpose

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6 of conducting thereon only the use specified in Section 1.7 of this Lease and for no other use. No signs posters or similar devices shall be erected, displayed or maintained by the Lessee in view of the general public without advance written notice of the Airport Executive Director.

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

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

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

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

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

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7 seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Lessee.

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

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

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

4.8 Rules and Regulations. Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate and/or modify. Lessee shall observe and comply with the rules and regulations governing the Airport contained in the City of Palm Springs Municipal Code - Title 16, which can be found at: https://library.qcode.us/lib/palm_springs_ca/pub/municipal_code/item/title_16.

Lessee shall faithfully obser ve and comply with the se curity responsibilities and regulations set forth by the Federal Aviation Administration, Transportation Security Administration and abide by the Airport Security Program – Appendix 12 “CLEAR Security Responsibilities” which can be found at:
https://palmspringsairport.com/wpcontent/uploads/2022/03/PSP-Airport-Security- Program_3-8-22-encrypted-1.pdf. Any amendment or modification of the Rules and Regulations shall be binding upon the Lessee upon delivery of a copy of such amendment or modification to Lessee. Lessor shall not be responsible to Lessee for the nonperformance of any said rules and regulations by any other Lessees or occupants.

The Rules and Regulations shall apply and be enforced as to all Lessees in the Premises on a uniform basis.

5.0 ALTERATIONS AND REPAIRS

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

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8 realty and shall at the expiration or earlier termination of this Lease belong to Lessor.

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

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

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

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

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9 6.0 INSURANCE AND INDEMNIFICATION

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

A. Insurance Provided by Lessee.

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

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

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

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

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

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

6.2 Indemnificat ion. To the fullest extent permitted by law, Lessee shall, at Lessee's sole expense and with counsel reasonably acceptable to City, defend, indemnify, and hold harmless City and City's officers, officials, employees and agents from and against all claims, (including demands, losses, actions, causes

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10 of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the Demised Premises, including without limitation:

A. The use or occupancy, or manner of use or occupancy, of the Demised Premises;
B. Any act, error or omission, or negligence of Lessee or of any subtenant, invitee, guest, contractor or licensee or Lessee or any subtenant in, on, or about the Demised Premises;
C. Lessee’s conducting or managing of its business;
D. Any alterations, activities, work, or things done, omitted, permitted, allowed, or suffered by Lessee in, at, or about the Demised Premises , including the violation of or failure to comply with any insurance requirements or any applicable laws, statues, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the date of this Lease, and;
E. Any breach or default in performance of any obligation on Lessee’s part to be performed under this Lease, whether before or during the term of this Lease or after its expiration or earliest termination.

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

A. Injury to any persons (including death at any time resulting from that injury);
B. Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and C. All economic losses and consequential or resulting damage of any kind.

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

7.0 ABANDONMENT AND SURRENDER

7.1 Abandonment. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease. If Lessee shall abandon, vacate or surrender the

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11 Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be mortgaged to Lessor.

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

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

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

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

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12 10.0 DEFAULT

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

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

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

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

10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Les see to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not

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13 be deemed in default if Lessor commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee's remedies shall be limited to damages and/or an injunction.

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

12.0 MISCELLANEOUS

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

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

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14 12.3 Estoppel Certificate. In the event of any proposed encumbrance, assignment, or other transfer of this Lease, Tenant shall submit its request to the City no less than 90 days in advance of the effective date of the proposed assignment in order for the City to make its determination If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10) days thereafter, to deliver such estoppel certificate addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement.

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

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

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

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

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

12.9 Relationship of Parties. The relationship of the parties hereto is that

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

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

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

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

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16 To Tenant: CLEAR
85 Tenth Avenue, 9th Floor
New York, NY 10011
Notice sent to: [email protected]; and
[email protected]

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

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

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

SIGNATURE PAGE TO FOLLOW

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17 SIGNATURE PAGE FOR LEASE AGREEMENT 1R/BETWEEN

THE CITY OF PALM SPRINGS AND ALCLEAR, LLC DBA CLEAR
IN WITNESS WHEREOF, the Parties have entered into this Non-Exclusive Operating and Lease Agreement as of the day and year first above written.

CITY OF PALM SPRINGS
Approved By:

Scott Stiles
City Manager
Date
Attested By:

City Clerk
Approved as to Form:

City Attorney

ALCLEAR, LLC DBA CLEAR
Signature
Name
Title
Signature
Name
Title
Corporations require two notarized
signatures. One signature must be from
Chairman of Board, President, or any
Vice President. The second signature
must be from the Secretary, Assistant
Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.
3UHVLGHQW
([HFXWLYH9LFH3UHVLGHQW

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19 EXHIBIT “A”
Terminal Building

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20 EXHIBIT “B”

ESTOPPEL CERTIFICATE
Lessee:

Lessor:

Date of Lease:

Demised Premises:

To: _______________________________
_______________________________
_______________________________

The undersigned hereby certifies as follows:

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

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

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

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

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

6. Lessee has no option or preferential right to lease or occupy additional space within the Property of which the Demised Premises are a part. Lessee has no option or preferential right to purchase all of any part of the Demised Premises nor

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21 any right or interest with respect to the Demised Premises other than as Lessee under the Lease. Lessee has no right to renew or extend the term of the Lease except as set forth in the Lease.

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

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

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

Dated this day of , 20_____.

B y :

I t s :

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22 EXHIBIT “C”

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24 EXHIBIT “D”

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CITY COUNCIL STAFF REPORT
DATE: MARCH 11, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 TO LICENSE AGREEMENT A9460 WITH MOBILEMONEY, INC. TO EXTEND THE TERM THROUGH DECEMBER
31, 2026 FOR AUTOMATED TELLER MACHINE (ATM) SERVICES AT

THE PALM SPRINGS INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Airport
SUMMARY:

This action will retroactively approve Amendment No. 2 to License Agreement No. A9460 with MobileMoney, Inc. to extend the term through December 31, 2026, for automated teller machine (ATM) services at the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve retroactively Amendment No. 2 to License Agreement No. A9460 with MobileMoney, Inc. to extend the term through December 31, 2026, for automated teller machine (ATM) services at the Palm Springs International Airport.

2. Authorize the City Manager or designee to execute all necessary documents subject to such changes/revisions agreeable to the City Manager and City Attorney.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) confirmed on February 11, 2026, MobileMoney, Inc. is registered to do business in the state of California.

BACKGROUND:

On December 14, 2023, the City Council approved License Agreement No. A9460 (Attachment C), with MobileMoney, Inc. to provide three ATMs at the Airport with a one- year term beginning January 1, 2024, through December 31, 2024. The License Fee per transaction is $1.25 with a maximum transaction fee of $3.95 per transaction to process a cash withdrawal of funds at the ATM’s.

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City Council Staff Report
March 11, 2026 -- Page 2
Amendment No. 2 to License Agreement A9460 with MobileMoney, Inc.

On February 27, 2025, the City Council approved Amendment No. 1 to License Agreement No. A9460 (Attachment D), with MobileMoney, Inc. to amend the term of the agreement from January 1, 2024, through December 31, 2025.

The Airport Automated Teller Machines (ATMs) provide passengers with easy access to cash and other financial services while traveling. ATMs serve a critical role in ensuring access to cash for various needs, ranging from daily expenses to unexpected emergencies, regardless of one's banking affiliation. Their versatility in facilitating different financial transactions and enhancing the overall travel experience underscores their importance. Furthermore, these ATMs also cater to the financial needs of the public and Airport staff, promoting efficient operations and boosting the local economy by enabling on-site commerce with access to cash. The total surcharge transactions in Calendar Years (CY) 2019 through 2025 are reflected in Table 1.

Table 1
MONTH CY2019 CY2020 CY2021 CY2022 CY2023 CY2024 CY2025
January 800 687 169 259 492 333 287
February 848 699 203 295 493 351 334
March 910 411 322 63 465 485 347
April 933 58 261 367 509 421 325
May 594 64 259 276 341 331 272
June 435 114 247 197 257 202 200
July 421 142 232 262 303 161 186
August 399 126 251 267 257 189 196
September 461 132 269 332 291 202 191
October 554 162 296 413 309 283 251
November 595 17 312 402 403 274 254
December 639 198 346 658 333 320 314
TOTAL TRANSACTIONS 7,589 2,810 3,167 3,791 4,453 3,552 3,157 STAFF ANALYSIS:

To address the current needs of Airport travelers, guests, staff, and the public, a one-year continuation is being proposed as the second amendment to the License Agreement. The original intent was to prepare and release a Request for Proposal (RFP) for Automated Teller Services in the summer of 2024. The draft RFP for ATM Services has been submitted to Procurement with an expected publishing date in the spring of 2026. The RFP seeks additional ATM services like currency exchange and potentially new locations within the terminal one expansion. MobileMoney, Inc. will have the opportunity to participate in the RFP process.

With the ongoing demand for cash withdrawal services at the Airport, staff recommends the retroactive approval of an amendment to the License Agreement with MobileMoney,

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City Council Staff Report
March 11, 2026 -- Page 3
Amendment No. 2 to License Agreement A9460 with MobileMoney, Inc.

Inc. This License Agreement will ensure the continued presence of three ATMs at the Airport which will maintain the Airport’s commitment to providing accessible and convenient financial services to Airport travelers, guests, and staff. The extended term of the amended agreement will continue the current license fee of $1.25 per transaction per cash withdrawal with a maximum charge of $3.95.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council Strategic Plan Broad Goal of Economic Development, as well as the Airport’s Strategic Plan Priority 4 – Goal 2, Maximize non- aeronautical revenue opportunities for the City.

FISCAL IMPACT:

Retroactive approval of this action will result in continued Airport Revenues of approximately $3,100 for CY 2026 (based upon CY 2025) to Airport Fund 415.38140 – Terminal Concessions.

REVIEWED BY:

Department Director: Harry Barrett Jr.

City Attorney: Geremy Holm
City Manager: Scott Stiles

ATTACHMENTS:

A. Amendment No. 2 to License Agreement No. A9460
B. Public Integrity Disclosure Form
C. License Agreement No. A9460
D. Amendment No. 1 to License Agreement No. A9460

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ATTACHMENT A
AMENDMENT NO. 2 TO
LICENSE AGREEMENT A9460 WITH
MOBILEMONEY INC.

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1 AMENDMENT NO. 2 TO MOBILEMONEY, INC.

LICENSE AGREEMENT A9460

FOR AUTOMATED TELLER MACHINES AT

PALM SPRINGS INTERNATIONAL AIRPORT

THIS AMENDMENT No. 2 to the LICENSE AGREEMENT A9460 (“License”) is made and entered into this 1st day of January 2026, by and between the CI TY OF PALM SPRINGS, a municipal corporation (“ Lessor”), and MobileMoney, Inc. , a California Corporation (“Licensee”). City and Licensee may herein be referred to individually as a “Party” and collectively as “Parties.”

R E C I T A L S:

WHEREAS, City owns and operates the Palm Springs International Airport, a public airport hereinafter referred to as "Airport", located in the City of Palm Springs, California; and
WHEREAS, on January 1, 2024 , Parties entered into the Agreement to l icense automated teller machines (“ATM ’s”) at Palm Springs International Airport (“Airport”) for travelers and visitors using the City’s airport terminal and related facilities.

WHEREAS, on January 1, 2025, Parties entered into Amendment No. 1 to amend the license agreement term to January 1, 2025 through December 31, 2025.

WHEREAS, the Parties are entering into Amendment No. 2 to amend the license agreement term.

NOW, THEREFORE, in consideration of the mutual covenants and promises in this Amendment, the parties hereto covenant, agree and bind themselves as follows:

AGREEMENT

1. Section 3 of the Agreement is amended to read:
“3.0 TERM
Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non- exclusive use of the License Areas for the limited purpose described herein from January 1, 202 4, through December 31, 2026 (“Term”). At the conclusion of this Term, unless this License has been extended by the parties by pursuant to a written agreement Licensee must remove the ATM’s and surrender the License Areas pursuant to Subsection

5.1.”

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2 2. APPLICABILITY.

This Amendment is attached to and made a part of the Agreement. In the event of any contradiction or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Agreement to which it is attached, the terms and provisions of this Amendment shall control and be interpreted in such a manner as to override any provision of the Agreement which would prevent the spirit and letter of the terms and provisions of this Amendment from being given full force and effect. All defined terms not specifically defined in this Amendment shall be given the same meaning as the defined terms in the Agreement. All other terms and conditions contained in the Agreement shall remain unchanged.

3. JOINT AUTHORSHIP.

This Amendment has been entered into as an act of free will, without duress, and no presumption of authorship shall attach to same, and any ambiguity in the terms and conditions of this Amendment shall not be attributed to one party over the other.

[SIGNATURES ON FOLLOWING PAGE]

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3 SIGNATURE PAGE FOR AMENDMENT NO. 2 TO LICENSE AGREEMENT A9460 BETWEEN THE CITY OF PALM SPRINGS AND MOBILEMONEY, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 2 to the LICENSE AGREEMENT0 A9460 MOBILEMONEY, INC as of the day and year first above written.

CITY OF PALM SPRINGS MOBILEMONEY, INC.

Approved By:

Attested By:

________________________________ ________________________________ Brenda Pree Signature
City Clerk
________________________________
Name
Approved as to Form:
________________________________
Title
________________________________
Jeffrey S. Ballinger
City Attorney Corporations require two notarized
signatures. One signature must be from
Chairman of Board, President, or any
Vice President. The second signature
must be from the Secretary, Assistant
Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.

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4 K – Page 296 of 925

ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE

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

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

Lawrence Dunnwald 80%, MOBILEMONEY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.

William Dunnwald 20%, MOBILEMONEY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
arty, Printed Name, Title
f�
Date
Confirmed information is accurate.
02/11/2026 (email on file)

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ATTACHMENT C
LICENSE AGREEMENT A9460 WITH
MOBILEMONEY INC.

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1 A9460 LICENSE AGREEMENT FOR
MOBILEMONEY, INC. FOR AUTOMATED

TELLER MACHINES AT

PALM SPRINGS INTERNATIONAL AIRPORT

THIS LICENSE AGREEMENT ("License') is made and entered into this 1st day of January 2024, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City"), and MobileMoney, Inc., a California Corporation ("Licensee"). City and Licensee may hereinafter be referred to individually as a "Party" and collectively as "Parties."

RECITALS:

A. City is the fee owner of that real property known as the Palm Springs International Airport, located at 3400 East Tahquitz Canyon Way in the City of Palm Springs, California ("Property/Airport").

B. The Property consists of an International Airport Terminal, Bono Concourse and Regional Jet Concourse with adjacent buildings.

C. City believes that travelers and visitors using the City's airport terminal and related facilities would benefit from the convenience and accessibility of automated teller machines (ATM's") located within the Property.

D. Licensee is desiring to operate three ATM’s within the Property.

E. City has selected Licensee to install, maintain, and operate ATM's, as described in the Scope of License Exhibit “A", within the airport terminal, Bono Concourse and Regional Jet Concourse of the Property.

NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows:

1.0 SERVICES OF LICENSEE

1.1 Grant of Access. City hereby grants to Licensee, its employees and agents, a non- exclusive license and permission to enter upon and use a portion of the Property ("License Area") for the limited purposes of operating ATM's. A site plan for the Property depicting the License Areas, as well as the approximate location for the ATM's, is attached to this License as Exhibit "B". The License granted herein shall be valid for the term set forth below only. Licensee expressly acknowledges that this License is nonexclusive and nothing in this License shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a).

Licensee further acknowledges that the City operates a commercial and public airport on the Property, such that City's employees, agents, tenants, and the general public, including the traveling public and users of commercial airline services may also access the License Areas. For the purpose of this License, the term "Licensee" includes the heirs, representatives, successors in interest, and assigns of Licensee.

1.2 General Scope of Use. Pursuant to this License and for the term provided in this License, Licensee may use the License Areas to install, maintain, and operate a general ATM kiosk, as DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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2 provided in the Scope of License. The final design of the ATM kiosk, the precise location of the ATM kiosk, and manner in which the ATM kiosk will be installed and maintained are subject to the review and approval by the City's Director of Aviation prior to installation of the ATM kiosk. Licensee may not use the ATM's to advertise for other businesses or events; however, Licensee may have one sign on the ATM's identifying Licensee as the operator of the ATM's. The ATM's shall not incorporate features to attract members of the public for purposes other than the use of the ATM's.

1.3 Preparation of the License Areas.

1.3.1 Familiarity with Requirements. Licensee warrants that Licensee: (a) has thoroughly investigated and considered the Scope of License and all work and requirements specified in the Scope of License and otherwise expected of the Licensee; (b) has carefully considered how the Scope of License and the work and requirements should be performed and provided; and (c) fully understands the facilities, difficulties, and restrictions (including but not limited to all requirements of the federal government) attending performance of the Scope of License and the work and requirements under this License.

Licensee has fully investigated the License Areas and is fully acquainted with the conditions existing in the License Areas. Should the Licensee discover any latent or unknown conditions which will materially affect the performance of the Scope of License, Licensee shall immediately inform the City's Director of Aviation of such fact and shall not proceed except at Licensee's risk until written instructions are received from the City's Director of Aviation.

1.3.2 Installation. All costs of installation shall be borne by the Licensee and Licensee shall reimburse the City for any costs the City incurs in preparing the License Areas for use by the Licensee, including any arrangement or work performed to provide electrical power and telephone service to the License Areas accessible to the ATM kiosk location. The ATM kiosk shall not be installed or placed into operation until the City has been fully reimbursed its costs as provided in this Subsection.

1.4 Regulations. Licensee shall ensure that the use of the License Areas by Licensee and its agents, officers, and employees (collectively "Licensee's Parties") during the Term comply with all federal, state, and local laws and ordinances.

1.5 Licenses, Permits, Fees, and Assessments. Licensee 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 License. Licensee shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Licensee's performance of the services required by this License, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.

1.5.1 Sales and Use Tax. Licensee shall be solely responsible for the payment of all sales and use taxes relating to any taxable transactions in connection with the operation of the ATM's.

1.5.2 Real Property Taxes. The parties expressly acknowledge that, as a result of this License, the License Areas may become subject to real property taxes and that, in addition to the License Fee, Licensee shall pay any and all annual real estate taxes and assessments levied upon the License Areas (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days after Licensee's receipt of a copy of the tax bill from City, whichever is later.

1.6 Licensee's Proposal. The Scope of License shall include the Licensee's proposal, "Exhibit A" to this Agreement. In the event of any inconsistency between the terms of such proposal and this License, the terms of this License shall govern.

1.7 SECURITY
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3 1.7.1 General. The parties acknowledge that the security of the public, the License Areas, and the ATM's is a priority. For this reason, Licensee shall implement safeguards to minimize security breaches. The ATM's shall be appropriately affixed to the floor of the License Areas in the manner provided in the Scope of License. An internal camera in the ATM's shall capture the physical image of all ATM users, which may be used in the event of a dispute, theft, or fraud.

1.7.2 Armored Courier. At all times during the term of this License, Licensee shall maintain an agreement with an armored and bonded courier to provide service to the ATM's for cash fills, balancing, supply replenishment, and similar matters. Licensee shall schedule cash fills either weekly or bi-weekly, depending upon the need for cash. Licensee shall be responsible for securing such security clearances as the federal government may require for such courier to have access to the License Areas.

1.7.3. Additional Security. Licensee shall be solely responsible for the cost of any additional security deemed necessary in connection with the ATM's.

1.8 Maintenance. Licensee shall maintain the ATM's and all utilities providing services to the ATM's in a first class condition, as needed or as may be directed by the City's Director of Aviation, at Licensee's sole cost and expense. When utility maintenance is required, Licensee shall so notify the City's Director of Aviation and City shall, in conjunction with any applicable utility company, make the necessary repairs. Any costs incurred by City in connection with such repair of utilities for the ATM's shall be reimbursed by Licensee. As further discussed in Subsection 5.2, Licensee shall have the sole obligation to maintain the License Areas and adjacent property free from waste, such as ATM's receipts, which may be generated in connection with the use of the ATM's.

1.9 Free From Liens. Licensee shall keep the Property and the License Areas free from any liens arising out of any work performed, material furnished, or obligation incurred by Licensee or alleged to have been incurred by Licensee.

2.0 COMPENSATION

2.1 License Fee. In exchange for the non-exclusive use of the License Areas pursuant to this License, Licensee shall pay the City the amount of $1.25 per transaction for each transaction occurring at the ATM's installed on the Licensed Areas. This license fee shall be paid from a portion of, not in addition to, any transaction convenience fee received by Licensee. However, should Licensee elect to not charge a transaction fee t o cardholders of Licensee's bank or any other customer(s) of the ATM's, Licensee will nonetheless pay City the license fee for each transaction conducted at the ATM's.

Transaction herein is defined as any withdrawal or any other sur-charge transactions.

2.2 Method of Payment. Licensee shall be solely responsible for collecting all compensation from ATM's customers or their respective financial institutions. By no later than the twentieth (20th) day of each month of the Term, including the twenty-fifth (25 th) of the month following termination of this License, Licensee shall pay to City all fees due City under Subsection 2.1 for the immediately preceding month, which payment shall be accompanied by an itemized statement showing the number of customer transactions completed from the ATM's.

2.3 Payment Reports. By no later than April 30th of each year of the Term of this License, and including April 30th on the year following the termination of this License, Licensee shall provide audited financial statements, certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the ATM's under this License for the previous agreement year. Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand therefore plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment is confirmed by the City's Department of Finance. If DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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4 an overpayment is discovered after termination of this License, City shall reimburse Licensee the amount of the overpayment within ten (10) business days of City's receipt of the audited statements.

2.4 Maximum Transaction Fee. Licensee may charge a transaction fee not to exceed Three Dollars and fifty cents ($3.95) to process a cash withdrawal of funds at the ATM's. Such convenience fee shall be payable from each cardholder's bank account. The transaction fee shall not assess against or charged the City.

3.0 TERM

Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non-exclusive use of the License Areas for the limited purposes described herein from January 1, 2024, through December 31, 2024 ("Term"). At the conclusion of this Term, unless this License has been extended by the parties by pursuant to a written agreement Licensee must remove the ATM's and surrender the License Areas pursuant to Subsection 5.1.

4.0 COORDINATION OF WORK

4.1 Representative of Licensee. The following principal of Licensee is hereby designated as being the principal and representative of Licensee authorized to act on its behalf with respect to the work specified herein and make all decisions in connection therewith: Business Development Director, MobileMoney. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this License. Therefore, the foregoing principal shall be responsible, during the term of this License, for directing all activities of Licensee with respect to the ATM's. For purp oses of this License, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Licensee without the e xpress written approval of City.

4.2 City's Director of Aviation. The City's Director of Aviation, or the Director's designee, shall be responsible for the management of this License on behalf of the City. It shall be the Licensee's responsibility to ensure that the City's Director of Aviation is kept informed of all matters relating to the ATM's and the Licensee shall refer any decisions which must be made by City to the City's Director of Aviation. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City's Director of Aviation. The City's Director of Aviation shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this License.

4.3 License is Assignable. This License shall become effective immediately and is personal to the Licensee and may only be assigned with the express written consent of the City. Any attempt to otherwise assign this license without the City's express written consent shall be void and unenforceable and shall operate to immediately terminate this License Agreement.

4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Licensee, its agents or employees, perform the services required herein, except as otherwise set forth in this License. City shall have no voice in th e selection, discharge, supervision, or control of Licensee's employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service. Licensee shall perform all services required herein as an i ndependent contractor 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. Licensee 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. City shall not in any way or for any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a joint venturer or a member of any joint enterprise with Licensee.

5.0 PROPERTY RELATED ISSUES

5.1 Waste. Damage. or Destruction: Surrender of Property. The Licensee shall not allow DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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5 any waste, damage, or destruction to occur in or to the Property or the License Areas. When this License terminates, upon such termination, Licensee, as its sole cost and expense, shall repair any waste, damage, or destruction and shall restore the License Areas to that condition existing prior to Licensee's use of the License Areas Should Licensee fail to vacate the License Areas in a clean and undamaged condition, City may arrange for the cleaning and/or repair of the License Areas, the cost of which will be immediately reimbursed by Licensee, and Licensee will be additionally penalized ONE THOUSAND DOLLARS ($1,000) per day, or portion thereof, that the License Areas is unavailable for its normal use or for the commencement of replacement services.

5.2 Waste Receptacle and Waste Removal. Licensee shall be required to have one permanent waste receptacle on the License Areas at all times. This requirement may be satisfied with a waste receptacle that is incorporated into the ATM's itself, or the waste receptacle may be a separate free standing object. Licensee shall have the sole obligation to maintain the License Areas, and adjacent property, free from all waste, including but not limited to ATM's receipts, which is generated in connection with the use of the ATM's. This obligation shall require Licensee to ensure that the waste receptacle is emptied on a regular basis at sufficient intervals to allow the waste receptacle to retain capacity for the disposal of additional waste.

5.3 Customer Service Help Line. Should Licensee desire to install a customer service help line at the ATM's, Licensee shall have the sole financial responsibility to operate, install, and maintain a telephone line to establish the help line. If City's assistance is necessary for the installation or maintenance of such line, City's costs shall be reimbursed by Licensee.

5.4 Modification of License Area. Any future modification of the License Areas which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of written approval by the City.

6.0 INSURANCE AND INDEMNIFICATION

6.1 Insurance. Prior to its ability to access the License Areas, Licensee will provide City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and effect during the entire term of this License. The following policies of insurance shall be maintained:

6.1.1 Workers' Compensation Insurance. Workers' Compensation Insurance in an amount required by the laws of California and Employer's Liability Insurance in an amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit for all damages arising from each accident or occupational disease.

6.1.2 Commercial General Liability. Commercial General Liability Insurance written on a per-occurrence and not a claims -made or modified occurrence basis with a combined single limit of at least ONE MILLION DOLLARS ($1,000,000) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The policy must include Standard ISO CG0001 0196 Contractual Liability coverage, or its equivalent, and a Separation of lnsured's clause. There shall be no exclusions for continuing or progressive losses not known by Licensee to exist prior to the policy inception. The policy may not contain any SIR/deductible exceeding $25,000 and the policy must permit satisfaction of the SIR/deductible by City or its related entities. Licensee agrees to maintain this coverage for a minimum of ten (10) years following termination of this License.

6.1.3 Automobile Liability Insurance . A policy of comprehensive automobile liability insurance written on a per -occurrence basis in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit covering all owned, non-owned, leased, and hired vehicles used in connection with operations occurring on the Property.

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6 6.1.4 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, property insurance, and fidelity insurance, as may be required by the nature of operations.

6.1.5 General Provisions. All of the foregoing policies of insurance shall name City and its affiliated entities, and their respective officers, directors, agents, and employees (collectively, "City's Parties.") as an Additional Insured and shall be primary insurance and any insurance maintained by City shall be excess and non-contributing. Each insurer of Licensee shall waive all rights of contribution and subrogation against City's Parties and its respective insurers. Each of such policies of insurance shall name City's Parties. All policies of insurance required to be obtained by Licensee hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than A-, VII or better in Best's Insurance Guide. Prior to engaging in any operations hereunder, Licensee shall deliver to City certificate(s) of insurance with the required endorsements evidencing the coverages specified above. Such policies shall not be cancelled or materially altered to the detriment of City or Licensee without the insurer providing City with thirty (30) days' advance written notice. City reserves the right, in its sole discretion, to require higher limits of liability coverage if, in City's opinion, operations by or on behalf of Licensee create higher than normal hazards and risks, and, to require Licensee to name additional parties in interest to be Additional lnsured's. Nothing in this Section shall reduce Licensee's obligations as set forth in the Indemnity provisions of this License.

6.1.6 Waiver of Subrogation. Licensee hereby waives all rights of recovery by subrogation. This waiver includes but is not limited to deductible or self -insured retention clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, against City, and its elected officials, officers, directors, agents, and employees, in connection with any matters that are the subject of the License.

6.2 Indemnification by Licensee. Licensee shall indemnify, defend (with counsel designated by City), protect and hold harmless City, City's Parties and the Releasing Parties from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the License Areas, or (iii) the conduct of Licensee's business or any activity, work or things done, permitted or suffered by Licensee in or about the Property, except to the extent caused by City's negligence or willful misconduct. The obligations of Licensee under this Article 6 shall survive the expiration or earlier termination of this License.

Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to the License Areas, including, without limitation, injury to persons in, upon or about the License Areas during Licensee's use of the License Areas, arising from any use of the ATM's or other activities of Licensee or Licensee's Parties on the License Areas. Licensee hereby waives all claims with respect thereof against City. City shall not be liable for any injury to the License Areas, ATM's, or injury to or death of any of Licensee's Parties, or injury to the ATM's, or injury to or death of any other person in or about the License Areas from any cause except to the extent caused by the negligence or willful misconduct of the City or the City's Parties.

6.3 Assumption of All Risks and Liabilities. Licensee assumes all risks and liabilities arising out of any and all use of the License Areas by Licensee or Licensee's Parties.

7.0 REPORTS AND RECORDS

7.1 Reports. Licensee shall periodically prepare and submit to the City's Director of Aviation such reports concerning the use of the ATM's as the City's Director of Aviation shall require.

7.2 Records. Licensee shall keep, and require subcontractors to keep, such books and DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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7 records as shall be necessary to perform the services required by this License and enable the City's Director of Aviation to evaluate the performance of such services. The City's Director of Aviation shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Licensee, its employees, subcontractors and agents in the performance of this License shall be the property of City and shall be delivered to City upon request of the City's Director of Aviation or upon the termination of this License, and Licensee 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 hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Licensee will be at the City's sole risk and without liability to Licensee, and the City shall indemnify the Licensee for all damages resulting therefrom. Licensee may retain copies of such documents for its own use. Licensee shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Licensee fails to secure such assignment, Licensee shall indemnify City for all damages resulting therefrom.

7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Licensee in the performance of services under this License shall not be released publicly without the prior written approval of the City's Director of Aviation.

8.0 ENFORCEMENT OF LICENSE

8.1 Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

8.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered.

8.3 Waiver. The waiver of any breach of any provision hereunder by City or Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof.

8.4 Severability. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby.

8.5 Termination Prior to Expiration of Term. This Section shall govern any termination of this License. The City reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to Licensee, except that where termination is due to the fault of the Licensee, the period of notice may be such shorter time as may be determined by the City's Director of Aviation.

The parties further agree that if Licensee: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed against Licensee and not discharged within thirty (30) days, (iv) if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is approached for Licensee or its business during the Term of this License, City may terminate this License upon twenty -four (24) hours' written notice to Licensee. In addition, Licensee reserves the right to terminate this License at any time, DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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8 with or without cause, upon thirty (30) days' written notice to City. Upon receipt of any notice of termination during the Term, Licensee shall immediately cease the operation of the ATM's, and shall clean, repair and vacate the License Areas.

8.6 Termination for Default . If termination is due to the failure of Licensee to fulfill its obligations under this License, including but not limited to the provisions of Section 10 of this License, City may give Licensee thirty (30) days' written notice of the termination and the reaso ns therefore to Licensee. Licensee may be found to be in default for Licensee's failure to comply with any term or condition of this License, to acquire and maintain all required insurance policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing under this License. Upon termination under this provision, all goods, materials, documents, data and reports prepared by Licensee under this License shall become the property and be delivered to the City on demand. The City may, upon termination of this License, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this License.

8.7 Attorney's Fees. If either party to this License is required to initiate or defend or made a party to any action or proceeding in any way connected with this License, the prevailing party in such action or proceeding in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs.

9.0 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 Licensee, 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 Licensee or to its successor, or for breach of any obligation of the terms of this License.

9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this License nor shall any such officer or employee participate in any decision relating to the License which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation.

Licensee warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this License.

9.3 Covenant Against Discrimination : In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis").

Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or relate d to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

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9 Licensee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this License. Licensee shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

9.4 Americans With Disabilities Act. In its operation and maintenance of the ATM's, Licensee shall comply with the Americans with Disabilities Act and all federal regulations applicable under the Act.

10.0 FAA REQUIRED PROVISIONS

10.1 Airport Concession Disadvantaged Business Enterprise (ACDBE) This license agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23.

The concessionaire or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23.

The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.

10.2 In the event of a breach of the covenants specified in Subsection 10.1 and 10.2 of this License, City shall have the right to terminate the License and to reenter and repossess the License Areas and the facilities thereon and hold the same as if said Licen se had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, and Part 23 are followed and completed.

10.3 License shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Licensee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non compliance with this provision shall constitute a material breach of this License and in the event of such non-compliance, City shall have the right to terminate this License and any interest in property created without liability or at the election of the City or the United States either or both Governments shall have the right to judicially enforce this provision.

10.4 General Civil Rights Provisions. In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no pe rson shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

If the Contractor transfers its obligation to another, the transferee is obligated in the same manner as the Contractor.

The above provision obligates the Contractor for the period during which the property is owned, used or possessed by the Contractor and the airport remains obligated to the Federal Aviation Administration.

10.5 The License shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation, or maintenance of the Property.

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10 10.6 This License, and all provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Property or the exclusive or non-exclusive use of the Property by the United States.

11.0 MISCELLANEOUS PROVISIONS

11.1 Headings. The headings of this License are for purposes of reference only and shall not limit or define the meaning of the provisions of this License.

11.2 Counterparts. This License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument.

11.3 Labor Disputes. Licensee shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this License.

11.4 California Law. This License 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 License shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Licensee covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

11.5 Disputes. In the event of any dispute arising under this License, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this License for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Licensee's right to terminate this License without cause pursuant to Subsection 8.5.

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

11.7 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 License, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this License.

11.8 Reservation of City Rights. City reserves the right, but shall not be obligated to Licensee, to maintain and keep in good repair the Property or the Lease Areas. The City further reserves the right to direct and control all activities of Licensee consistent with the provisions of this License.

11.9 Interpretation. The terms of this License shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this License or any other rule of construction which might otherwise apply.

11.10 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this License and this License supersedes and cancels any and all previous DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

K – Page 310 of 925

11 negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this License. This License may be amended at any time by the mutual consent of the parties by an instrument in writing.

11.11 Corporate Authority. The persons executing this License on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this License on behalf of said party, (iii) by so executing this License, such party is formally bound to the provisions of this License, and (iv) the entering into this License does not violate any provision of any other License to which said party is bound.

11.12 Notice. Any notice required or permitted to be given hereunder shall be in writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either: (1) personally delivered to the Party to whom it is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing:

To City: City of Palm Springs
Department of Aviation
Palm Springs International Airport
3400 East Tahquitz Canyon Way, Suite 1
Palm Springs, California 92262

To Licensee: MobileMoney, Inc.
941 Calle Negocio
San Clemente, CA 92673

(SIGNATURES ON FOLLOWING PAGE)

DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

K – Page 311 of 925

12 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MOBILEMONEY, 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. 1AA
APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

City Manager
DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B 12/5/2023
12/5/2023
12/14/2023
DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20 12/20/2023

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13 EXHIBIT “A”

SCOPE OF LICENSE

Licensee agrees to provide the following services:

A. The Licensee shall be required to provide, install, operate, and continuously maintain in proper operating condition, at its own expense, three (3) ATM's in the locations set forth in the attached Exhibit "B", the exact location of which will be subject to the approval of the City's Director of Aviation.

B. An ATM is defined for purposes herein as an electro -mechanical device, owned, operated, and maintained by the Licensee, and used by its customers (cardholders having accounts with the Licensee or cardholders having accounts with other financial institutions which entitles them access) for the purpose of executing banking -related transactions solely between the Licensee and its customers on an automated basis.

C. ATM's utilized by the Licensee during the term of the License shall present a "First-class" appearance, technologically state of the art upon introduction into service, and compatible with any space limitations of the Premises. Licensee is encouraged to propose utilization of equipment incorporating advanced design/customer service options (such as 24 -hour customer service telephone, audible instructions, multi -lingual display, recessed keyboard, protruding writing ledge, camera providing photographic record of each transaction or constant monitoring, dial back -up, privacy screen, light compensating screen and touch-screen display).

D. All ATM's must, at a minimum be: 1) affiliated either with one or more national ATM banking networks (such as CIRRUS, Plus, or Starr), and/or one or more regional ATM banking networks) and display all such affiliations on the exterior of the ATM's; 2) equi pped with internal diagnostic equipment to electronically signal Licensee of malfunctions that have or may cause the ATM's to become inoperative (such as card jam, equipment failure, cash dispensing problems, possible vandalism, electrical overloads, commu nication breakdown, or an out -of-stock condition; 3) equipped with a placard providing telephone numbers of Licensee's 24 hour customer service department for use by card holders experiencing difficulty: 4) available for use and operational on a 24 -hour per day basis throughout the term of the Agreement; 5) equipped with a paper waste receptacle; and 6) designed to minimize glare and allow the user a feeling of privacy.

E. Licensee shall have the nonexclusive right, privilege and obligation to install, operate and maintain (within the Airport) ATM's.

F. For the purpose of operating the License as described herein, and for no other purpose, the City will allow the selected Licensee, its employees, subcontractors, suppliers, service persons, licensees, guests, patrons, and invitees the right to use the areas of the Airport specified herein, including the necessary rights of access and ingress and egress from the Premises.

G. Title to the ATM's equipment shall remain with the selected Licensee.

H. Licensee shall perform all alteration work necessary for the installation of its ATM's at no cost to the City and subject to the indemnification clause at Article 6.0.

I. The City will pay all utility costs related to the services provided Licensee by under the License except telephone or any other telecommunications charges in connection with operation of the ATM's.

J. Service and maintenance of the ATM's are as follows:
i. Any and all first line maintenance to be provided at Bank's sole expense. ii. Cash replenishment to be provided by Bank on an as-needed basis. iii. ATM's hardware maintenance to be supplied by Bank at Bank's sole expense. iv. City shall provide for required electrical power lines and usage, as well as telephone line and usage for ATM's.

DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

K – Page 313 of 925

14 K. Bank agrees to provide normal and reasonable maintenance. to the equipment provided for in this License. Bank agrees to take reasonable steps to repair malfunction(s) within 24 hours.

L. In the event the City requires the ATM's to be moved after the initial installation, any costs associated with such move shall be paid by the City.

M. By no later than June, 30th of each year of the term of this License, and including June 30 on the year following the termination of this License, Licensee shall provide a financial statement audited and certified by an authorized officer of Licensee, confirming the number of transac tions performed and fees generated from the ATM's under this Agreement. Should the audited statements. show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand therefore plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee· for the actual amount of such overpayment as a credit to 'the following month's revenues due to City, provided such overpayment in confirmed by the Director of Aviation.

N. Criminal History Records Check (CHRC): The Licensee will be required to submit to the Airport, prior to commencing work in accordance with this License, a letter authorizing specific Licensee representatives to approve the issuance of Airport Identification badges and the processing of a fingerprint based Criminal History Records Check (CHRC) and/or an employment history verification.

Each of the Licensee's employees or representatives requiring unescorted access to restricted areas of the Airport will be required to successfully complete a Criminal History Records Check (CHRC) in accordance with 49 CFR Part 1542. Employment history verification records and/or CHRC results must be made available to the City, the Transportation Security Administration (TSA) and/or Federal Aviation Administration {FAA) immediately upon request.

1. Under certain circumstances, and out of control of the Airport, security measures may change on short notice. No deviations from any security measure shall be allowed at any time.

2. All Licensee personnel requiring unescorted access to restricted areas of the Airport, prior to the issuance of an Airport Identification badge, must successfully complete a fingerprint based Criminal History Records Check (CHRC). 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, 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:
a. Forgery of certificates, false marking of aircraft, and other aircraft registration violation; 49 U.S.C. 46306.
b. Interference with air navigation; 49 U.S.C. 46308.
c. Improper transportation of a hazardous material; 49 U.S.C. 46312. d. Aircraft piracy; 49 U.S.C. 46502.
e. Interference with flight crew members or flight attendants; 49 U.S.C. 46504. f. Commission of certain crimes aboard aircraft in flight; 49 U.S.C. 46506. g. Carrying a weapon or explosive aboard aircraft; 49 U.S.C. 46505. h. Conveying false information and threats; 49 U.S.C. 46507. i. Aircraft piracy outside the special aircraft jurisdiction of the United States; 49 U.S.C. 46502(b).
j. Lighting violations involving transporting controlled substances; 49 U.S.C. 46315. k. 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.

DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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15 l. Destruction of an aircraft or aircraft facility; 18 U.S.C. 32. m. Murder.
n. Assault with intent to murder.
o. Espionage.
p. Sedition.
q. Kidnapping or hostage taking.
r. Treason.
s. Rape or aggravated sexual abuse.
t. Unlawful possession, use, sale, distribution, or manufacture of an explosive or weapon.
u. Extortion.
v. Armed or felony unarmed robbery.
w. Distribution of, or intent to distribute, a controlled substance. x. Felony arson.
y. Felony involving a threat.
z. Felony involving.

1. Willful destruction of property;

2. Importation or manufacture of a controlled substance;

3. Burglary;

4. Theft;

5. Dishonesty, fraud, or misrepresentation;

6. Possession or distribution of stolen property;

7. Aggravated assault;

8. Bribery; or

9. Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year.
aa. Violence at international airports; 18 U.S.C. 37.
bb. Conspiracy or attempt to commit any of the criminal acts listed in this paragraph (d).

3. The Airport utilizes an electronic fingerprint machine, which will be utilized for the taking and submission of fingerprints.

4. Generally, CHRC results are returned to the City from the TSA within 3-5 business days.

O. Employee Security Badges

1. All Licensee personnel who will be performing guard services must obtain, and conspicuously display on their person at all times when they are on duty at the Airport, an Airport issued security identification badge.

2. The appropriate badge may be obtained at the Airport Vehicle Inspection Plaza. The cost for each identification badge, CHRC and stolen and/or lost identification badges are delineated in the Airport's Comprehensive Fee Schedule.

3. All badges are to be returned to the Airport when the services are no longer required.

4. In order to obtain a Secured Area identification badge, each Licensee employee must have DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

K – Page 315 of 925

16 satisfactorily completed the aforementioned CHRC and successfully completed a required 2 hour training class on airport security. Attendance of the class and subsequent issuance of the security identification badge may take longer than 3 hours per person. a. Secure Identification Display Area (SIDA) training will be provided by the Airport and will be scheduled at a mutually agreeable time to the Licensee and the Airport.

P. Armored Car Service

1. The Licensee armored car service will be required to submit to the Airport, prior to commencing work in accordance with this License, a Representative Identification List of all armed couriers and maintenance technicians that will need access to a restricted area. Armed personnel will be escorted by an Airport Law Enforcement Officer at all times they are in an Airport restricted area.

2. The Licensee's armored car service will be required to submit to the Airport, prior to commencing work in accordance with this agreement, a copy of the service's current Firearms Policy. Said policy shall be approved by the Airport prior to the start-up of service.

3. The Licensee's armored car service shall comply, at all times, with the service's Firearms Policy, all local rules and regulations, and all federal guidelines and regulations regarding the carrying of firearms at the City.

Q. Installation of all ATM's shall be completed within 30 days of the effective date of this License. At least three (3) days before Licensee installs the ATM's, Licensee shall first contact the City's Director of Aviation to coordinate a convenient time and date install the machines. Licensee warrants that the installation of the ATM's shall be performed in no more than two (2) consecutive days. Licensee shall assure that all such work is performed in a manner so as to minimize any disruptions or interfere nce of the Airport operations, including but not limited to, Airport pedestrian traffic. Licensee shall further assure that any work performed hereunder shall be in a competent, professional and clean manner.

Licensee shall completely clean all construction equipment and materials upon completion of the work.

Service and maintenance of the ATM's shall be conducted on an as-needed basis.

DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

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17 EXHIBIT “B”

LICENSE AREA

DocuSign Envelope ID: 76259508-32CC-4DC0-9259-6E693FE0878B DocuSign Envelope ID: 2560BD6E-6638-49B1-AD96-C577C31DFC20

K – Page 317 of 925

ATTACHMENT D
AMENDMENT NO. 1 TO
LICENSE AGREEMENT A9460 WITH
MOBILEMONEY INC.

K – Page 318 of 925

1 FIRST AMENDMENT TO MOBILEMONEY, INC.

LICENSE AGREEMENT A9460

FOR AUTOMATED TELLER MACHINES AT

PALM SPRINGS INTERNATIONAL AIRPORT
THIS FIRST AMENDMENT to the LICENSE AGREEMENT A9460 (“License”) is made and entered into this 1st day of January 2025, by and between the CITY OF PALM SPRINGS, a municipal corporation (“Lessor”), and MobileMoney, Inc., a California Corporation (“Licensee”). City and Licensee may herein be referred to individually as a “Party” and collectively as “Parties.”
R E C I T A L S:

WHEREAS, City owns and operates the Palm Springs International Airport, a public airport hereinafter referred to as "Airport", located in the City of Palm Springs, California; and
WHEREAS, on January 1, 2024, Parties entered into the Agreement to license automated teller machines (“ATM’s”) at Palm Springs International Airport (“Airport”) for travelers and visitors using the City’s airport terminal and related facilities.

WHEREAS, the Parties are entering into Amendment No. 1 to amend the license agreement term.

NOW, THEREFORE, in consideration of the mutual covenants and promises in this Amendment, the parties hereto covenant, agree and bind themselves as follows:

AGREEMENT

1. Section 3 of the Agreement is amended to read:
“3.0 TERM
Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non-exclusive use of the License Areas for the limited purpose described herein from January 1, 2024, through December 31, 2025 (“Term”). At the conclusion of this Term, unless this License has been extended by the parties by pursuant to a written agreement Licensee must remove the ATM’s and surrender the License Areas pursuant to Subsection

5.1.”

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2 2. APPLICABILITY.

3. JOINT AUTHORSHIP.

[SIGNATURES ON FOLLOWING PAGE]

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3 SIGNATURE PAGE FOR THE FIRST AMENDMENT TO
LICENSE AGREEMENT A9460
BETWEEN THE CITY OF PALM SPRINGS AND MOBILEMONEY, INC.

IN WITNESS WHEREOF, the Parties have entered into this First Amendment to the LICENSE AGREEMENT. A9460 MOBILEMONEY, INC as of the day and year first above written.

CITY OF PALM SPRINGS
Approved By:

Scott Stiles
City Manager
Date
Attested By:

Brenda Pree
City Clerk
Approved as to Form:

Jeffrey S. Ballinger
City Attorney
MobileMoney, Inc., a California
Corporation
Signature
Name
Title
Signature
Name
Title
Corporations require two notarized
signatures. One signature must be from
Chairman of Board, President, or any
Vice President. The second signature
must be from the Secretary, Assistant
Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.

K – Page 321 of 925

CITY COUNCIL STAFF REPORT
DATE: March 11, 2026 CONSENT CALENDAR
SUBJECT: AWARD PROFESSIONAL SERVICES AGREEMENT NO. 26Q021 WITH

DALEY STRATEGIES, LLC FOR CITY ADMINISTRATION STRATEGIC

COMMUNICATIONS SERVICES AND PROFESSIONAL SERVICES
AGREEMENT NO. 26Q022 FOR STRATEGIC COMMUNICATIONS FOR

PALM SPRINGS CONVENTION CENTER RENOVATION AND

EXPANSION PROJECT
FROM: Scott C. Stiles, City Manager
BY: Communications
Economic Development
SUMMARY:

This action will award two professional services agreements with Daley Strategies, LLC for on-call strategic communications services for City Administration in an amount not to exceed $325,000 for an initial three-year term, and strategic communications services for the Palm Springs Convention Center Renovation and Expansion Project for an amount not to exceed $307,445 for an initial one-year term.

Agreement No. 26Q021 for on-call strategic communications services for City Administration (City Manager and Communications Departments) is an on-call, as- needed type contract. The solicitation was used to determine the most qualified respondent and to set hourly rates for the Agreement; however, the actual amount of expenses will be based on the budgeted amount set by the Department and therefore may be lower than the not-to-exceed amount.

RECOMMENDATION:

1. Approve Professional Services Agreement No. 26Q021 with Daley Strategies, LLC to provide on-call strategic communications services for City Administration in an amount not to exceed $325,000 for an initial three-year term commencing on March 12, 2026, and continuing through March 11, 2029, with two one-year extension options by mutual consent;

2. Approve Professional Services Agreement No. 26Q022 with Daley Strategies, LLC to provide strategic communications services for the Palm Springs Convention Center Renovation and Expansion Project in an amount not to exceed $307,445

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City Council Staff Report
March 11, 2026 -- Page 2
Award Professional Service Agreements with Daley Strategies, LLC 7 8
2 for an initial one-year term commencing on March 12, 2026, and continuing through March 11, 2027, with two one-year extension options by mutual consent;

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment C) submitted in January 2026, Daley Strategies is registered in the state of California.

BACKGROUND:

Residents, businesses, and community stakeholders depend on the City to provide timely, accurate information regarding municipal operations, public policies, City Council initiatives, major projects and programs, and local emergency response efforts. To support these needs, the City issued a solicitation seeking to retain a firm or multiple firms to provide on-call strategic communication services in partnership with the City Manager’s Office, the Communications Department, and the Economic Development Department.

This solicitation was structured to allow for award to one firm or multiple firms based on specific criteria needed to fulfill the requirements of two independent scopes of work and selection criteria: 1) City Administration (including City Manager and Communication Departments), and 2) Palm Springs Convention Center Renovation and Expansion Project (Department of Economic Development).

STAFF ANALYSIS:

On December 4, 2025, the Procurement and Contracting Department issued Request for Qualifications 17-25 (RFQ 17-25) for Strategic Communication Services for City Administration and Palm Springs Convention Center (PSCC) Renovation and Expansion project for the City Manager, Communication, and Economic Development Departments.

RFQ 17-25 was advertised in the local newspaper, published on the PlanetBids website with notification to 333 registered vendors, and 500 vendors through Bid Broadcast. This outreach resulted in 21 attendees at the Pre-Qualification Conference on December 16, 2025, and the submission of 9 Statements of Qualifications (SOQs) for City Administration and 5 SOQs for Palm Springs Convention Center Renovation and Expansion project.

The following firms submitted SOQs for consideration by January 6, 2026, deadline.

City Administration – Part 1
ASC Firm, LLC – Chicago, IL
CV Strategies – Palm Desert, CA
Daley Strategies, LLC – Palm Springs, CA
David Perry & Associates, Inc. – Palm Springs, CA (Non-Responsive) JNS Next – Palm Desert, CA

L – Page 323 of 925

City Council Staff Report
March 11, 2026 -- Page 3
Award Professional Service Agreements with Daley Strategies, LLC 7 8
2 Mozaic Media & Communications, Inc. – Los Angeles, CA Raftelis Financial Consultings, Inc. – Los Angeles, CA RockSpark Inc. – Palm Springs, CA
WeUsThem, Inc. – Halifax/Nova Scotia, Canda
PSCC Renovation and Expansion Project – Part 2
ASC Firm, LLC – Chicago, IL
CV Strategies – Palm Desert, CA
Daley Strategies, LLC – Palm Springs, CA
RockSpark Inc. – Palm Springs, CA
WeUsThem, Inc. – Halifax/Nova Scotia, Canda
An evaluation committee consisting of City staff from the City Manager, Communications, Economic Development, and Development Services Departments reviewed and scored the statements of qualifications received against the criteria published in the Request for Qualifications. Criteria included the firm’s experience, references, staff’s experience, understanding the scope of work, and demonstrated understanding of City goals and values.

City Administration – Part 1:

City Administration strategic communication services shall be utilized on an on-call/as- needed type basis and shall include a full range of communications, public relations, and community engagement services that include:

A. Working with the City’s Communications team to engage the Palm Springs community by assisting with development of public education programs, communications planning, messaging, and strategy to highlight important City policies, initiatives and additional complex issues as they arise.

B. Providing messaging support for the City’s communications and public relations team by providing assistance with the development of the following as they relate to strategic communications, including but not limited to:

1. Newsletter

2. Mailers

3. Brochures

4. FAQ documents

5. News Releases

6. Video Messaging
C. Provide a variety of external affairs support services, including:

1. Assistance developing and coordinating community meetings, town halls, presentations and other special events.

2. Market research and public opinion polling and surveys.

3. Graphic design services.

L – Page 324 of 925

City Council Staff Report
March 11, 2026 -- Page 4
Award Professional Service Agreements with Daley Strategies, LLC 7 8
2 Agreement No. 26Q021 for on-call strategic communications services for City Administration (City Manager and Communications Departments) is an on-call, as- needed type contract. The solicitation was used to determine the most qualified respondent and to set hourly rates for the Agreement; however, the actual amount of expenses will be based on the budgeted amount set by the Department and therefore may be lower than the not-to-exceed amount.

PSCC Renovation and Expansion Project – Part 2
PSCC strategic communications services shall include a dedicated team to provide communication and outreach services to support the modernization of the PSCC established through a not-to-exceed cost basis. These services include:

A. Capital Project

1. At the direction of the Office of Economic Development, Consultant shall develop and implement communications strategies related to the PSCC modernization project.

2. Prepare materials such as fact sheets, FAQs, microsite/web content, presentations, press releases, and social media content as directed.

3. Confer with Office of Economic Development to deliver clear, accessible information to the public regarding project benefits, timelines, and other public benefits.

4. Provide visual communications support (presentations, exhibits, renderings, infographics) to help explain complex projects to elected officials, stakeholders, and the public.

B. Community & Stakeholder Engagement

1. Design and facilitate engagement opportunities with stakeholders.

2. At the direction of the Office of Economic Development and in conjunction with the Owner’s Representative, Architectural and Engineering Services, Urban Design and Branding and Marketing teams, plan, staff, and support public meetings, open houses, and workshops— both virtual and in-person.

3. Maintain stakeholder databases and provide summaries of input to inform project decisions.

4. Develop and maintain project microsites or dedicated digital platforms for information sharing, public comment, and updates.

5. Assist in communicating the City’s financial plan to various stakeholders, including possible liaison with revenue capture methodologies such as a Tourism Infrastructure District (TID).

C. Strategic Counsel & Government Relations Support

1. Provide strategic communications counsel for Chief Economic Development Officer in preparing for City Council and other public review bodies.

2. Develop briefing packets, talking points, and memos to support engagement with elected officials at the local, state, and federal level.

L – Page 325 of 925

City Council Staff Report
March 11, 2026 -- Page 5
Award Professional Service Agreements with Daley Strategies, LLC 7 8
2 3. Monitor legislation and funding opportunities.

4. Assist in building and maintaining constructive relationships with policymakers and key stakeholders.

D. Communications Planning & Media Relations

1. Draft press releases, position letters, editorials, talking points, and presentations to support PSP leadership.

2. Provide media relations support, including strategy, message development, and training.

3. Offer rapid response support for sensitive or high-profile issues, including crisis communications.

4. Coordinate with the City’s Communications team to ensure alignment of messaging across departments.

E. On-Call Availability

1. Consultant shall be available on an as-needed basis to provide immediate support for emerging issues requiring strategic communications.

2. Services may include crisis response, stakeholder outreach, community relations, or public meeting preparation.

F. Deliverables

1. Communications and outreach plans for major projects.

2. Public engagement event planning and staffing.

3. Microsites, fact sheets, FAQs, and stakeholder reports.

4. Briefing memos and talking points for leadership and elected officials.

5. Media releases and messaging documents.

6. Reports documenting outreach outcomes, media coverage, and recommendations.

7. Website and other social media updates.

Daley Strategies is a Southern California and Palm Springs based government and public affairs firm specializing in strategic communications, crisis response, public affairs, and community engagement for public agencies operating in complex, high visibility environments. They bring decades of experience working both inside and alongside government, supporting city leadership, public safety departments, regional agencies, and major public institutions.

Daley Strategies has served as a strategic communications partner to the City of Palm Springs, providing on-call counsel, message development, crisis preparedness, and community engagement support. Through this ongoing partnership, they have developed a strong understanding of the operational, legal, and political pressures facing municipal leadership, allowing Daley Strategies to operate seamlessly with City staff and deliver immediate value on time-sensitive and highly visible matters.

Key past projects include the development of a comprehensive Crisis Communications Plan for the City of Palm Springs, strategic communications and reputation management support during the Section 14 reparations settlement, and crisis and public safety communications for the Palm Springs Police Department. Daley Strategies has also led

L – Page 326 of 925

City Council Staff Report
March 11, 2026 -- Page 6
Award Professional Service Agreements with Daley Strategies, LLC 7 8
2 extensive community engagement and communications efforts for the Palm Springs International Airport Master Plan, contributing to unanimous City Council approval, and continues to support the Airport with external affairs, government relations, and stakeholder communications.

Daley Strategies more recently has provided comprehensive communications and engagement support for the South Palm Canyon Drive Low Flow Bridge Project, translating complex technical and environmental information into clear public facing materials, supporting litigation-aware communications, and facilitating structured community input to inform City Council decision making.

Beyond Palm Springs, Daley Strategies supports major public agencies including the Los Angeles Homeless Services Authority and Los Angeles World Airports, where they have led strategic communications, stakeholder engagement, and political outreach for large scale, sensitive, and highly regulated programs. Across all engagements, Daley Strategies emphasizes disciplined messaging, transparency, preparedness, and coordination to maintain public trust and support effective governance.

Based on the review of the statements of qualifications, interviews and scoring, staff recommend approval of professional services agreements with the highest scoring firm, Daley Strategies, for City Administration Strategic Communications for an amount not to exceed $325,000 for an initial term commencing on March 12, 2026, and continuing through March 11, 2028, with two one-year extension options, and PSCC Renovation and Expansion Project Strategic Communications services for an amount not to exceed $307,455 for an initial term commencing on March 12, 2026, and continuing through March 11, 2027, with two one-year extension options.

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:

This item aligns with the following City Council Strategic Plan Foundation: Economic Development, to support a vibrant economy, including tourism, and good governance.

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City Council Staff Report
March 11, 2026 -- Page 7
Award Professional Service Agreements with Daley Strategies, LLC 7 8
2 FISCAL IMPACT:

As outlined above, Agreement No. 26Q021 for on-call strategic communications services for City Administration is an on-call, as-needed type contract. The solicitation was used to determine the most qualified respondent and to set hourly rates for the Agreement; however, the actual amount of expenses will be based on the budgeted amount set by the Department and therefore may be lower than the not-to-exceed amount. The Communications Department currently budgets $50,000 annually for strategic communications services, and would be supplemented by other City departments for project-specific strategic services on an as-needed basis.

Funding for strategic communications services for the Palm Springs Convention Center Renovation and Expansion Project is available in the current fiscal year and in FY26-27 in the Convention Center Project Account, and will be budgeted in future fiscal years if the City elects to exercise either of the two one-year extension options.

REVIEWED BY:

Department Director: Wayne Olson
Department Director: Amy Blaisdell
Procurement & Contracting Manager: Tabitha Richards
City Manager: Scott Stiles

ATTACHMENTS:

A. Professional Services Agreement 26Q021
B. Professional Services Agreement 26Q022
C. Public Integrity Disclosure Form

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ATTACHMENT A
Professional
Services Agreement
26Q021

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ON-CALL PROFESSIONAL SERVICES AGREEMENT 26Q021

STRATEGIC COMMUNICATIONS FOR CITY ADMINISTRATION
This Professional Services Agreement (“Agreement”) is entered into this 12th day of March 2026 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and Daley Strategies, a limited liability company, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.”

RECITALS
A. City requires the services of a qualified firm to provide strategic communication for city administration (“Project”).

B. Consultant has submitted to City a proposal to provide strategic communications consulting services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 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 Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Consultant’s Proposal, which are both attached as Exhibit “B”, respectively, are incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, the City’s Request for

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

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

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

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

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of Three Hundred Twenty-Five Thousand Dollars and Zero Cents ($325,000) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

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

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the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.

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

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on the Effective Date, and ending on March 11, 2029. The Parties may mutually extend the term of this Agreement for up to two additional one-year periods (“Option Period(s)”), provided, the Parties do so in writing prior to the expiration of the original term of the then-current Option Period.

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

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

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

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure

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

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

4. COORDINATION OF WORK

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

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

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

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

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

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

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

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

4.5 California Labor Code Requirements.

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

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

5. INSURANCE

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

required

X is not required;

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

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the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.

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

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

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

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

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

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

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

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

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

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

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

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

I. Requirements of specific insurance coverage features or limits contained

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

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

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

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

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

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

C. " Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named."

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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.

6. INDEMNIFICATION

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

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

7. REPORTS AND RECORDS

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

Consultant shall keep such books and records as shall be necessary to properly perform the

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

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

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

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

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

8. ENFORCEMENT OF AGREEMENT

8.1 California Law and Venue. This Agreement shall be construed and interpreted

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

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

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

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

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

8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are

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cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

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

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

10. MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

To Consultant: Daley Strategie LLC
Attention: Trevor Daley
1625 Sienna Court
Palm Springs, CA 92262

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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.

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 PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE

CITY OF PALM SPRINGS AND DALEY STRATEGIES LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONSULTANT:

By: ______________________________ By: _______________________________ Signature Signature
__ Date:

I
tem No.

Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _3/11/2026______
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
A. Consultant shall provide a full range of communications, public relations, and community engagement services that include, but are not limited to the following:
a. Communications
i. Consultant shall work the City’s Communications team to engage the Palm Springs community by assisting with development of public education programs, communications planning, messaging, and strategy to highlight important City policies, initiatives and additional complex issues as they arise.
b. Content Support
i. Consultant shall provide messaging support for the City’s communications and public relations team by providing assistance with the development of the following as they relate to strategic communications, including but not limited to:

1. Newsletter

2. Mailers

3. Brochures

4. FAQ documents

5. Op Eds

6. News Releases

7. Video Messaging
c. As-Needed External Affairs Support Services
i. Consultant shall be available to provide a variety of external affairs support services, shall include, but are not limited the following:

1. Assistance developing and coordinating community meetings, town halls, presentations and other special events.

2. Market research and public opinion polling and surveys

3. Graphic design services
B. Schedule:

Work will commence on the issuance of a Notice to Proceed and all work shall continue for an initial three-year term with two one-year optional renewal term, at the mutual written consent of the Parties.

C. Compensation:

Work will be compensated on an hourly rate basis in accordance with individually approved proposals resulting in the issuance of purchase orders. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Consultant may request monthly payments based on the percentage of 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.

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EXHIBIT “B”

SCHEDULE OF COMPENSATION

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A. Hourly Rates Summary (Effective as of January 1, 2026) The following hourly rates are fully burdened and include all labor, overhead, and profit. Rates shall govern on-call/as-needed services and any additional services requested outside of defined project scopes.

Labor Category Government Rates
(20% Discount)
Chief Executive Officer $ 420/hr
Principal $ 320/hr
Senior Vice President $ 304/hr
Vice President $ 280/hr
Account Executive $ 220/hr
Account Coordinator $ 160/hr
Senior Research Associate $ 120/hr
Research Associate $ 80/hr
Administrative Assistant $ 80/hr
B. Estimated Staffing Distribution
The level of effort anticipated under Part 1 – City Administration is expected to be distributed across Daley Strategies’ team in a manner that balances senior-level oversight with hands-on execution and cost efficiency.

The estimated staffing distribution below reflects a planning-level assumption based on the anticipated scope and nature of on-call services and may vary by task order. ● Chief Executive Officer: 25%
● Principal: 25%
● Account Executive / Account Coordinator: 30%
● Senior Research Associate / Research Associate: 15%
● Administrative Assistant: 5%
Senior leadership involvement will focus on strategic guidance, coordination with City leadership, and oversight of high-visibility or time-sensitive matters, while day-to-day execution will be led by the project team to ensure responsiveness and efficient use of City resources.

Please note: A blended effective team rate is not used for billing; it is used only to translate NTE values into estimated hours for planning and allocation.

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C. Reimbursable Expenses Allowance
Reimbursable expenses, as authorized by the City, will be billed at actual cost in accordance with the Agreement and applicable City policies. Reimbursable expenses may include, but are not limited to:
● Travel expenses for in-person meetings or community events, inclusive of lodging, transportation, and meals
● Communications materials and limited printing
Based on anticipated need for monthly coordination meetings with City leadership and stakeholder presentations, this cost proposal includes a planning-level reimbursable expense allowance of up to $25,000 over the three-year contract term, included within the overall NTE.

Actual reimbursable expenses will be billed at cost in accordance with the Agreement, supported by appropriate documentation, and will not exceed the authorized allowance without prior City approval. Any unused portion of the allowance will not be billed.

D. General Assumptions
This cost schedule reflects an informed, planning-level estimate developed based on Daley Strategies’ understanding of the City’s scope of work for on-call communications, content development, and as-needed external affairs support. The proposed staffing distribution, estimated hours, and cost allocations are intended to represent reasonable assumptions aligned with the anticipated level and nature of services, rather than fixed commitments regarding sequencing, workload, or effort distribution. ●
The estimated hours and cost framework reflect efforts consistent with assignments of similar scope, scale, and complexity to the scope categories identified by the City and are intended to establish a clear baseline for scope management and fiscal oversight. Any material increase or modification to assumptions, including, but not limited to, additional meetings, public outreach activities, deliverables, or time-sensitive requests beyond those reasonably contemplated, shall constitute a scope change and may require corresponding fee adjustments via task order or contract amendment. ●
Daley Strategies will actively manage and staff the work to remain within the total $325,000 Not-to-Exceed amount for Part 1 – City Administration, unless additional authorization is provided by the City.

All services will be initiated and authorized through City-approved task orders and billed in accordance with the approved hourly rate schedule.
●
Billing shall occur at approved hourly rates, and reimbursable expenses, if authorized, will be billed at actual cost in accordance with the Agreement. Staffing assignments and level of effort for individual task orders may vary based on the specific needs of the City and the nature of the requested services.

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E. Conclusion
This Schedule of Compensation for Part 1 – City Administration reflects Daley Strategies’ understanding of the City’s need for flexible, on-call communications, content development, and external affairs support. The proposed hourly rates, staffing approach, estimated hours, and reimbursable expense allowance are grounded in and aligned with the scope of work outlined by the City.

The planning-level estimates included herein are intended to provide transparency and a clear framework for scope management while allowing the City to authorize services as needed through individual task orders.

Daley Strategies will actively manage the work to remain within the total $325,000 Not-to-Exceed amount for the three-year contract term unless additional authorization is provided by the City.

Daley Strategies looks forward to continuing its partnership with the City of Palm Springs and remains available to refine, clarify, or supplement this cost proposal at the City’s request.

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EXHIBIT “C”

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ATTACHMENT B
Professional Services
Agreement 26Q022

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PROFESSIONAL SERVICES AGREEMENT 26Q022 STRATEGIC

COMMUNICATIONS FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT
This Professional Services Agreement (“Agreement”) is entered into this 12th day of March 2026 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and Daley Strategies, a limited liability company, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.”

RECITALS
A. City requires the services of a qualified firm to provide strategic communication for Palm Springs Convention Center renovation and expansion project (“Project”).

B. Consultant has submitted to City a proposal to provide strategic communications consulting services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. SERVICES OF CONSULTANT

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

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

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of Three Hundred Seven Thousand Four Hundred Forty-Five Dollars and Zero Cents ($307,445) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, commencing on the Effective Date, and ending on March 11, 2027. The Parties may mutually extend the term of this Agreement for up to two additional one-year periods (“Option Period(s)”), provided, the Parties do so in writing prior to the expiration of the original term of the then-current Option Period.

3.2 Termination Prior to Expiration of Term. The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant

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

4. COORDINATION OF WORK

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

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of City.In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.

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

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

4.5 California Labor Code Requirements.

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

5. INSURANCE

required

X is not required;

(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

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period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.

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

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

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

5.3 Other Insurance Requirements. The following provisions shall apply to the

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insurance policies required of Consultant under this Agreement:

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

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

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

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

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

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

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

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6. INDEMNIFICATION

7. REPORTS AND RECORDS

7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed

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accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.

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

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

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

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8. ENFORCEMENT OF AGREEMENT

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

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

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enforcing the full provisions.

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

10. MISCELLANEOUS PROVISIONS

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.

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

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To Consultant: Daley Strategie LLC
Attention: Trevor Daley
1625 Sienna Court
Palm Springs, CA 92262

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

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

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

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

[SIGNATURES ON NEXT PAGE]

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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE

CITY OF PALM SPRINGS AND DALEY STRATEGIES LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONSULTANT:

By: ______________________________ By: _______________________________ Signature Signature
__ Date:

Item No.

Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _3/11/2026______
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
A. Consultant shall provide professional strategic communications and outreach services to support modernization of the Palm Springs Convention Center (PSCC) modernization project on an as-needed basis. Services shall include, but are not limited to, the following:
a. Capital Project
i. At the direction of the Office of Economic Development Consultant shall develop and implement communications strategies PSCC modernization project
ii. Prepare materials such as fact sheets, FAQs, microsite/web content, presentations, press releases, and social media content as directed. iii. Confer with Office of Economic Development to deliver clear, accessible information to the public regarding project benefits, timelines, and other public benefits.
iv. Provide visual communications support (presentations, exhibits, renderings, infographics) to help explain complex projects to elected officials, stakeholders, and the public.
b. Community & Stakeholder Engagement
i. Design and facilitate engagement opportunities with stakeholders ii. At the direction of the Office of Economic Development and in conjunction with the Owner’s Representative, Architectural and Engineering Services, Urban Design and Branding and Marketing teams, plan, staff, and support public meetings, open houses, and workshops—both virtual and in-person
iii. Maintain stakeholder databases and provide summaries of input to inform project decisions.
iv. Develop and maintain project microsites or dedicated digital platforms for information sharing, public comment, and updates.
v. Assist in communicating the City’s financial plan to various stakeholders, including possible liaison with revenue capture methodologies such as a Tourism Infrastructure District (TID)
c. Strategic Counsel & Government Relations Support
i. Provide strategic communications counsel for Chief Economic Development Officer in preparing for City Council and other public review bodies
ii. Develop briefing packets, talking points, and memos to support engagement with elected officials at the local, state, and federal level. iii. Monitor legislation and funding opportunities

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iv. Assist in building and maintaining constructive relationships with policymakers and key stakeholders.
d. Communications Planning & Media Relations
i. Draft press releases, position letters, editorials, talking points, and presentations to support PSP leadership.
ii. Provide media relations support, including strategy, message development, and training.
iii. Offer rapid response support for sensitive or high-profile issues, including crisis communications.
iv. Coordinate with the City’s Communications team to ensure alignment of messaging across departments.
e. On-Call Availability
i. Consultant shall be available on an as-needed basis to provide immediate support for emerging issues requiring strategic communications.
ii. Services may include crisis response, stakeholder outreach, community relations, or public meeting preparation.

B. Deliverables
a. Communications and outreach plans for major projects. b. Public engagement event planning and staffing.
c. Microsites, fact sheets, FAQs, and stakeholder reports. d. Briefing memos and talking points for leadership and elected officials. e. Media releases and messaging documents.
f. Reports documenting outreach outcomes, media coverage, and recommendations.
g. Website and other social media updates.

C. Schedule:

Work will commence on the issuance of a Notice to Proceed and all work shall continue for an initial one-year term with two one-year optional renewal term, at the mutual written consent of the Parties.

D. Compensation:

Work will be compensated on an hourly rate basis in accordance with Exhibit “B” Schedule of Compensation. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Consultant may request monthly payments based on the percentage of 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.

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EXHIBIT “B”

SCHEDULE OF COMPENSATION

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SCHEDULE OF COMPENSATION Part 2 - Palm Springs Convention Center Modernization Project The fee, staffing, and travel allocations below respond to the City’s request for a cost proposal with a not-to-exceed

amount

$662,445,

inclusive

all

professional

services

provided

Daley

Strategies.

All

services

will

billed

hourly,

task-order

basis

accordance

with

the

contract

structure.

A. Scope of Work Consultant shall provide professional strategic communications and outreach services to support modernization of

the

Palm

Springs

Convention

Center

(PSCC)

modernization

project

as-needed

basis.

Services

shall

include,

but

are

not

limited

to,

the

following:

1. Capital Project a. At the direction of the Office of Economic Development Consultant shall develop and implement communications

strategies

PSCC

modernization

project
b. Prepare materials such as fact sheets, FAQs, microsite/web content, presentations, press releases,

and

social

media

content

directed.
c. Confer with Office of Economic Development to deliver clear, accessible information to the public regarding

project

benefits,

timelines,

and

other

public

benefits.
d. Provide visual communications support (presentations, exhibits, renderings, infographics) to help explain

complex

projects

elected

officials,

stakeholders,

and

the

public.

2. Community & Stakeholder Engagement a. Design and facilitate engagement opportunities with stakeholders b. At the direction of the Office of Economic Development and in conjunction with the Owner’s Representative,

Architectural

and

Engineering

Services,

Urban

Design

and

Branding

and

Marketing

teams,

plan,

staff,

and

support

public

meetings,

open

houses,

and

workshops—both

virtual

and

in-person
c. Maintain stakeholder databases and provide summaries of input to inform project decisions. d. Develop and maintain project microsites or dedicated digital platforms for information sharing, public

comment,

and

updates.
e. Assist in communicating the City’s financial plan to various stakeholders, including possible liaison

with

revenue

capture

methodologies

such

Tourism

Infrastructure

District

(TID)

3. Strategic Counsel & Government Relations Support a. Provide strategic communications counsel for Chief Economic Development Officer in preparing for

City

Council

and

other

public

review

bodies
b. Develop briefing packets, talking points, and memos to support engagement with elected officials

the

local,

state,

and

federal

level.
c. Monitor legislation and funding opportunities d. Assist in building and maintaining constructive relationships with policymakers and key stakeholders.

4. Communications Planning & Media Relations

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a. Draft press releases, position letters, editorials, talking points, and presentations to support PSP leadership.
b. Provide media relations support, including strategy, message development, and training. c. Offer rapid response support for sensitive or high-profile issues, including crisis communications. d. Coordinate with the City’s Communications team to ensure alignment of messaging across departments.

5. On-Call Availability
a. Consultant shall be available on an as-needed basis to provide immediate support for emerging issues requiring strategic communications.
b. Services may include crisis response, stakeholder outreach, community relations, or public meeting preparation.

B. Hourly Rates Summary
The following hourly rates are fully burdened and include all labor, overhead, and profit. Rates shall govern on-call/as-needed services and any additional services requested outside of defined project scopes.

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C. Estimated Staffing Distribution The staffing distribution reflects a master-planning–level effort consistent with assignments of similar scope, scale,

and

complexity

the

Palm

Springs

Convention

Center

project.

The

staffing

distribution

below

used

for

planning

and

cost-allocation

purposes

only

and

may

vary

task

order

based

City

direction

and

project

needs:
● Chief Executive Officer: 5% ● Principal: 25-30% ● Account Executive / Account Coordinator: 25-30% ● Senior Research Associate: 15-20% ● Research Associate: 5-10% ● Administrative Assistant: 15-20% Please note: A blended effective team rate is not used for billing; it is used only to translate NTE values into estimated

hours

for

planning

and

allocation.

D. Proposed Not-To-Exceed Cost Summary Based on the City’s identified areas of need, Daley Strategies has developed the following planning-level not-to-exceed

cost

distribution

across

the

outlined

deliverable

categories.

Year One reflects a higher level of effort associated with project initiation, communications strategy development,

realigned

engagement

priorities

requested

City

leadership,

and

early-stage

public

outreach.

Years

Two

and

Three

reflect

reduced,

steady-state

level

effort

focused

ongoing

coordination,

content

updates,

stakeholder

communications,

and

as-needed

support

construction

progresses

and

major

policy

decisions

have

been

completed.

Actual expenditures will be governed by approved task orders and billed at the hourly rates outlined in Section B.

Year One – Professional Services Cost Summary The Year One cost proposal reflects actual utilization to date and the anticipated level of effort associated with project

initiation

and

early

implementation,

including

communications

planning,

stakeholder

engagement,

and

development

foundational

materials.

Deliverable Estimated Hours Estimated NTE Allocation Communications and outreach plans for Palm Springs Convention Center ~390 hrs $ 73,111
Public engagement event planning and staffing ~390 hrs $ 73,111 Microsites, fact sheets, FAQs, and stakeholder ~315 hrs $ 58,489

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reports
Briefing memos and talking points for leadership and elected officials ~235 hrs $ 43,867
Media releases and messaging documents ~110 hrs $ 20,471 Reports documenting outreach outcomes, media coverage, and recommendations ~80 hrs $ 14,622
Website and other social media updates ~60 hrs $ 8,774 Total ~1,565 hrs $ 292,445 Hours allocated per task order based on the proposed rate sheets. Year Two & Three – Professional Services Cost Summary Years Two and Three reflect a reduced, steady-state level of effort aligned with later phases of the project. The distribution

below

applies

each

renewal

year,

subject

City

authorization.

Deliverable Estimated Hours Estimated NTE Allocation Communications and outreach plans for Palm Springs Convention Center ~235 hrs $ 43,750
Public engagement event planning and staffing ~205 hrs $ 38,500 Microsites, fact sheets, FAQs, and stakeholder reports ~170 hrs $ 31,500
Briefing memos and talking points for leadership and elected officials ~140 hrs $ 26,250
Media releases and messaging documents ~95 hrs $ 17,500 Reports documenting outreach outcomes, media coverage, and recommendations ~55 hrs $ 10,500
Website and other social media updates ~35 hrs $ 7,000 Total ~935 hrs $ 175,000 Hours allocated per task order based on the proposed rate sheets.

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Summary of Professional Services Amounts ● Year One: $292,445 ● Year Two: $175,000 ● Year Three: $175,000 Note: Estimated hours are planning-level estimates based on a blended estimating rate and are intended to support

transparency

and

scope

management.

Billing

will

occur

approved

hourly

rates.

Total Not-To Exceed Amounts Inclusive of professional services and reimbursable expenses allowance (refer to Section E), the total not-to-exceed

amounts

are:
● Year One: $307,445 ● Year Two: $180,000 ● Year Three: $180,000 E. Reimbursable Expenses Allowance In response to the City’s request, the Not-to-Exceed amount includes a planning-level allowance for reimbursable

travel

and

expenses

associated

with

in-person

meetings,

stakeholder

engagement,

public

outreach

activities,

and

project

coordination.

In line with varying anticipated workload across the three-year contract, the reimbursable allowance is also distributed

proportionately.

Year One: up to $15,000 Year Two: up to $5,000 Year Three: up to $5,000 Assumptions: ● Frequency: At least one in-person trip per month over the contract term. ● Purpose: Stakeholder and community meetings, public engagement events, project management coordination,

deliverable

execution,

and

integration

with

City

staff

and

consultant

teams.
● Staffing: One to two Daley Strategies staff per trip, typically a Principal and/or Account Coordinator. ● Estimated per-trip cost: Approximately $600–$700, reflecting a mix of lodging, mileage, local transportation,

and

meals.

Based on these assumptions, this proposal includes a total reimbursable expense allowance of up to $25,000 for

the

three-year

contract

term,

included

within

the

overall

NTE.

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Actual reimbursable expenses will be billed at cost in accordance with the Agreement, supported by appropriate

documentation,

and

will

not

exceed

the

authorized

allowance

without

prior

City

approval.

Any

unused

portion

the

allowance

will

not

billed.

F. General Assumptions This cost schedule reflects an informed, planning-level estimate developed based on Daley Strategies’ understanding

the

City’s

scope

work

for

strategic

communications,

public

outreach,

stakeholder

engagement,

and

support

services

associated

with

the

Palm

Springs

Convention

Center

Modernization

Project.

The proposed staffing distribution, estimated hours, deliverables, and cost allocations are intended to represent reasonable

assumptions

aligned

with

the

anticipated

level,

duration,

and

complexity

multi-year

capital

project,

rather

than

fixed

commitments

regarding

sequencing,

workload,

effort

distribution.
● The estimated hours and cost framework reflect a master-planning–level effort consistent with assignments

similar

scope,

scale,

and

complexity

the

Palm

Springs

Convention

Center

project

and

are

intended

establish

clear

baseline

for

scope

management

and

fiscal

oversight.

Any

material

increase

modification

assumptions—including,

but

not

limited

to,

additional

public

meetings,

engagement

activities,

deliverables,

coordination

efforts,

time-sensitive

requests

beyond

those

reasonably

contemplated—shall

constitute

scope

change

and

may

require

corresponding

fee

adjustments

via

task

order

contract

amendment.
● Daley Strategies will actively manage and staff the work to remain within the City-approved professional services

Not-To-Exceed

amounts

$292,445

for

Year

One

and

$175,000

for

each

Years

Two

and

Three,

unless

additional

authorization

provided

the

City.

All

professional

services

will

initiated

and

authorized

through

City-approved

task

orders

and

billed

accordance

with

the

approved

hourly

rate

schedule.
● Billing shall occur at approved hourly rates, and reimbursable expenses, if authorized, will be billed at actual

cost

accordance

with

the

Agreement.

Staffing

assignments

and

level

effort

for

individual

task

orders

may

vary

based

the

specific

needs

the

City,

coordination

with

the

Owner’s

Representative

and

consultant

teams,

and

the

nature

the

requested

services.

G. Conclusion This Schedule of Compensation for Part 2 – Economic Development reflects Daley Strategies’ understanding of the

City’s

strategic

communications

and

outreach

needs

for

the

Palm

Springs

Convention

Center

Modernization

Project.

The proposed staffing approach, deliverables-based cost framework, and reimbursable expense assumptions are

grounded

and

aligned

with

the

City’s

stated

scope

work.

The

planning-level

estimates

included

herein

are

intended

provide

transparency,

fiscal

accountability,

and

flexibility

while

enabling

the

City

authorize

services

needed.

Daley Strategies looks forward to supporting the City of Palm Springs on this important project and remains available

refine

supplement

this

proposal

the

City’s

request.

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EXHIBIT “C”

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ATTACHMENT C
Public Integrity
Disclosure

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CITYOFPALMSPRINGS–PUBLICINTEGRITYDISCLOSUREAPPLICANTDISCLOSUREFORM(Revised05/16/19) PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM1. Name of Entity2.AddressofEntity(PrinciplePlaceofBusiness)3.LocalorCaliforniaAddress(ifdifferentthan#2)4.StatewhereEntityisRegisteredwithSecretaryofStateIf other than California, is the Entity also registered in California?YesNo5.TypeofEntityCorporationLimited Liability CompanyPartnershipTrustOther (please specify)6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) OfficerDirectorMemberManager [name]General PartnerLimited PartnerOther OfficerDirectorMemberManager [name]General PartnerLimited PartnerOther OfficerDirectorMemberManager [name]General PartnerLimited PartnerOther

L – Page 381 of 925

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

EXAMPLE

JANE DOE

[name of owner/investor]

50%, ABC COMPANY, Inc.

[percentage of beneficial interest in entity
and name of entity]
A.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
B.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
C.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
D.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
E.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]

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

Signature of Disclosing Party, Printed Name, Title Date

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

01.06.26 Trevor J. Daley, Founder & Chief Executive Officer Trevor J. Daley
100%, Daley Strategies, LLC.

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CITY COUNCIL STAFF REPORT
DATE: March 11, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 4 TO CONTRACT SERVICE AGREEMENT NO. A9145 WITH MOHAWK COMMERCIAL, INC., FOR SYSTEMWIDE

FLOORING AND INSTALLATION SERVICES
FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:

This action will approve Amendment No. 4 to Agreement No. A9145 with Mohawk Commercial, Inc., in the amount of $445,000, for a revised contract amount not to exceed $995,000, for systemwide flooring and installation services.

RECOMMENDATION:

1. Approve Amendment No. 4 to Agreement No. A9145 (Attachment A) with Mohawk Commercial, Inc, to provide systemwide flooring and installation services for the Public Works Department for an additional amount of $445,000 and for a total revised contract amount not to exceed $995,000, and extending the term through June 14, 2027; and

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure forms (Attachment B), Mohawk Commercial, Inc., (Mohawk) is registered in the state of California.

BACKGROUND:

City staff is requesting approval of an amendment to the existing systemwide flooring and installation services contract supporting City-owned facilities under the Public Works Department. Agreement No. A9145 (Attachment C) was approved through a cooperative purchasing agreement with OMNIA Partners, consistent with Palm Springs Municipal Code Section 7.03.09, Special Procurement Methods, which authorizes the use of cooperative purchasing agreements. The contract was established for a 2-year term

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City Council Staff Report
March 11, 2026 -- Page 2
Amendment No. 4 with Mohawk Commercial, Inc.
beginning June 15, 2022, and provides essential support for floor repair and replacement across the City’s diverse portfolio of buildings, including several historic and high-profile civic facilities.

Throughout the life of Agreement No. A9145, three (3) amendments have been processed. Amendment No. 1 (Attachment D), approved by City Council on December 5, 2022, for the purpose of extending the term to continue through June 14, 2025, and adding an additional $225,000 for a revised contract amount not to exceed $300,000.

Amendment No. 2 (Attachment E) to the Agreement, approved by City Council on March 14, 2024, approved an additional amount of $160,000 for planned projects at the Animal Shelter, City Hall, CVEP (Human Resources), Special Program Compliance, Recreation, and the Police Department, for a revised contract amount not to exceed $460,000.

Amendment No. 3 (Attachment F) to the Agreement, dated June 9, 2025, extended the contract term one year, through June 14, 2026, and added an additional $80,000, for a revised contract amount $540,000.

This Amendment No. 4 would amend the Agreement to extend the contract term one year through June 14, 2027, and add additional compensation in the amount of $445,000 for a revised contract amount not to exceed $995,000.

STAFF ANALYSIS:

To date, staff is satisfied with Mohawk Commercial, Inc., in terms of quality of response time, work product, services, and professionalism.

Staff recommend approval of Amendment No. 4 (Attachment A) with Mohawk Commercial, Inc., to provide systemwide flooring and installation services for the Public Works Department for an additional amount of $445,000 and for a total revised contract amount not to exceed $995,000, through June 14, 2027. If approved, staff have the following projects tentatively scheduled (utilizing current available balance and funds added by Amendment No. 4):

Pavilion (Refinish main floor & replace carpet at the stage & entryways) $216,000 Police Department (Flooring replacement in hallways and stairwells) $220,000 Fire Department (Training Center flooring replacement) $ 50,000 ENVIRONMENTAL ASSESSMENT:

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City Council Staff Report
March 11, 2026 -- Page 3
Amendment No. 4 with Mohawk Commercial, Inc.
services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Infrastructure and Facilities.

FISCAL IMPACT:

Funds for these services are budgeted and available for Fiscal Year 2026-2027 in the following accounts:

Public Works: 5206570 – 40105, 50119
Public Works Measure J Deferred Maintenance: 2603205-50119 Measure J: 2603080-80000
REVIEWED BY:

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

ATTACHMENTS:

A. Amendment No. 4 to Agreement A9145
B. Public Integrity Disclosure – Mohawk Commercial, Inc C. Agreement A9145
D. Amendment No. 1 to A9145
E. Amendment No. 2 to A9145
F. Amendment No. 3 to A9145

M – Page 385 of 925

ATTACHMENT A
Amendment No. 4 to Agreement A9145

M – Page 386 of 925

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Palm Springs City CouncilMarch 11, 2026

Palm Springs City Council
March 11, 2026