Palm Springs City Council
June 24, 2026

(BB&K 2024)
AMENDMENT NO. 3 TO THE PROPERTY AND LIABILITY THIRD-PARTY ADMINISTRATOR SERVICES AGREEMENT NUMBER A8557

BETWEEN THE CITY OF PALM SPRINGS AND KEENAN & ASSOCIATES

1. Parties and Date.

This Amendment No. 3 to the Property and Third-Party Administrator Services Professional Services Agreement is made and entered into as of this first day of July, 2026, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Keenan & Associates, a California Corporation (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Consultant entered into an agreement titled Property and Liability Third-Party Administrator Services Agreement, dated July 1, 2020 for the purpose of retaining the services of Consultant in an amount not to exceed of $325,000 and a term of years (5) years. Amendment No. 1 extended the term and revised compensation for an additional amount of $66,675 and a revised contract amount not to exceed of $391,675. Amendment No.2 added additional compensation in the amount of $33,325 for a revised contract amount not to exceed $425,000 corrected administrative errors, and approved payment of overdue invoices.

2.2 Amendment Purpose. City and Consultant now desire to amend the Agreement to extend the Agreement term for a period of twelve (12) months and revise the compensation schedule to reflect the dates of the contract extension identified in Amendment No. 3.

2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 2.3 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.4 of the Agreement is hereby replaced in its entirety to read as follows:

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 six (6) years and six (6) months, commencing July 1, 2020, and ending December 31, 2026

3.2 Amendment. Exhibit C is hereby deleted in its entirety and replaced with Exhibit D attached hereto and incorporated herein by reference.

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

3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations

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they have undertaken pursuant to this Amendment No. 3.

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

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

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SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE PROPERTY AND LIABILITY THIRDPARTY ADMINISTRATOR SERVICES AGREEMENT

BETWEEN THE CITY PALM SPRINGS AND KENAN & ASSOCIATES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

KEENAN & ASSOCIATES:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

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

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EXHIBIT D

COMPENSATION

1. The one year consulting fee for the services rendered under this Agreement for the period of term of this Agreement will be as follows:

Fiscal Year / Term Fee
July 1, 2026 to June 30, 2027 / Sixty-six thousand, ix hundred seventy-four dollars ($66,674).

2. Any balance not paid within thirty (30) days following the date on the invoice shall be deemed late. Interest on any late payment shall accrue as of the date of Keenan’s original invoice at the rate of (a) 1½ percent per month, or (b) the maximum interest rate permitted by applicable law, whichever is lower. Keenan shall have the right to suspend its Services if any balance owed by Client is more than sixty (60) days late.

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Attachment B

BROKERAGE

AGREEMENT

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AMENDMENT NO. 2 TO THE PROFESSIONAL INSURANCE BROKERAGE SERVICES PROFESSIONAL SERVICES AGREEMENT NUMBER A8425

BETWEEN THE CITY OF PALM SPRINGS AND KEENAN & ASSOCIATES

1. Parties and Date.

This Amendment No. 2 to the Professional Insurance Brokerage Services Professional Services Agreement is made and entered into as of this first day of July, 2026, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Keenan & Associates, a California Corporation (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Consultant entered into an agreement titled Professional Insurance Brokerage Services Professional Services Agreement dated July 1, 2020 for the purpose of retaining the services of Consultant to provide specific professional insurance brokerage services defined as “project” in the underlying agreement in an amount not to exceed of $305,500 and a term of five (5) years. Amendment No. 1 extended the term through June 30, 2026.

2.2 Amendment Purpose. City and Consultant now desire to amend the Agreement and extend the Agreement term for a period of six (6) months and revise the compensation schedule to reflect the dates of the contract extension identified in Amendment No. 2.

2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 2.3 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.4 of the Agreement is hereby replaced in its entirety to read as follows:

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 six (6) years and six (6) months, commencing July 1, 2020, and ending December 31, 2026

3.2 Amendment. Exhibit F is hereby deleted in its entirety and replaced with Exhibit G attached hereto and incorporated herein by reference.

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

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

3.5 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or

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otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

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

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SIGNATURE PAGE FOR AMENDMENT NO. 2 TO THE PROFESSIONAL INSURANCE

BROKERAGE SERVICES PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY PALM SPRINGS AND KENAN & ASSOCIATES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

KEENAN & ASSOCIATES:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

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

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EXHIBIT G

COMPENSATION

1. Client agrees to pay Keenan fees as calculated as follows:

For the period of July 1, 2026 – December 31, 2026:

2. Fees for subsequent contract years, as applicable, will be determined based upon Keenan’s then-current hourly rate. Keenan shall provide Client notice of the rates for subsequent years at least sixty (60) days before the beginning of the applicable contract year.

3. Keenan shall be reimbursed for the Allocated Expenses as defined below. Keenan shall order such services only after obtaining proper written authorization from Client, except that such authorization may be given orally where such services are urgently required.

4. Any balance not paid within thirty (30) days following the date on the invoice shall be deemed late.

Interest on any late payment shall accrue as of the date of Keenan’s original invoice at the rate of (a) 1 ½ percent per month, or (b) the maximum interest rate permitted under applicable law, whichever is lower.

Keenan shall have the right to suspend Services if any balance owed by Client is more than sixty (60) days late.

Allocated Expenses: All reasonable and supportive extraordinary services where expert and professional assistance is required, such as professional photography, independent medical examinations, professional engineering services, investigative services and laboratory services.

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Attachment C

BUSINESS DISCLOSURE

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Who Must File?

CITY OF PALM SPRINGS

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

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with a beneficial ownership interest of five percent (5%) or more.

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

What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) you must make these disclosures in relation to the applicant entity, and also in relation to any related entity that owns a part of, or makes a profit based upon the business of the applicant entity. Disclosures may include parent, subsidiary or affiliated entities of the applicant entity; (2) if any entity that is not a natural person serves as the applicant entity (e.g. as a member of the applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed.

B. The names of persons owning a beneficial interest of five percent (5%) or more in your entity, Owners/investors who have such an interest hold either investment power or voting power, i.e., they can (i) sell or transfer their interest, or (ii) vote their interest in management decisions.

NOTE: USE ADDITIONAL PAGES AS NECESSARY
What if I Have Questions?
If you have any questions about how to complete this form, please contact the Office of the City Clerk, (760) 323-8206, [email protected].
(Revised 05/16/19)
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)
Docusign Envelope ID: 04A0923F-9F9E-8DA0-81AA-762EBE8BDE9B

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 05/16/19)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity
Keenan & Associates

2. Address of Entity (Principle Place of Business)
2355 Crenshaw Blvd, Suite 200, Torrance, CA 90501

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note:

If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager,trust or other entity John Stephens
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other
Daniel Oshiro
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other
Docusign Envelope ID: 04A0923F-9F9E-8DA0-81AA-762EBE8BDE9B

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 05/16/19)
Sulemon Moloo  Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other

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

EXAMPLE

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

AssuredPartners Capital, Inc.
[name of owner/investor]
100% Keenan and Associates
[percentage of beneficial interest in entity
and name of entity]
B.

AssuredPartners, Inc.
[name of owner/investor]
100% AssuredPartners Capital, Inc.
[percentage of beneficial interest in entity
and name of entity]
C.

Dolphin Midco, Inc.
[name of owner/investor]
100% AssuredPartners, Inc.
[percentage of beneficial interest in entity
and name of entity]
D.

Dolphin TopCo, Inc.
[name of owner/investor]
100% Dolphin Midco, Inc.
[percentage of beneficial interest in entity
and name of entity]
E.

Arthur J. Gallagher & Co.
[name of owner/investor]
100% Dolphin TopCo, Inc.
[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
John Stephens
Chief Executive Officer
Date
Docusign Envelope ID: 04A0923F-9F9E-8DA0-81AA-762EBE8BDE9B 3/31/2026

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 05/16/19)

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

Docusign Envelope ID: 04A0923F-9F9E-8DA0-81AA-762EBE8BDE9B

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CITY COUNCIL STAFF REPORT
DATE: JUNE 24, 2026 CONSENT CALENDAR
SUBJECT: APPROVAL OF THREE (3) PROFESSIONAL SERVICES AGREEMENTS

WITH INTERACTIVE DESIGN CORPORATION, HOLT ARCHITECTS,
INC., AND PLATT/WHITELAW ARCHITECTS, INC. FOR ON-CALL

ARCHITECTURAL DESIGN SERVICES
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

This action will award professional services agreements with Interactive Design Corporation, Holt Architects, Inc., and Platt/Whitelaw Architects, Inc., for on-call architectural design services for an initial three (3) year term for amounts not to exceed $5,000,000.

RECOMMENDATION:

1. Approve Professional Services Agreement with Interactive Design Corporation, a California corporation, to provide on-call architectural design services in an amount not to exceed $5,000,000 for an initial three (3) year term, subject to two (2) additional one (1) year extensions approved at the discretion of the City Manager;

2. Approve Professional Services Agreement with Holt Architects, Inc., a California corporation, to provide on-call architectural design services in an amount not to exceed $5,000,000 for an initial three (3) year term, subject to two (2) additional one (1) year extensions approved at the discretion of the City Manager;

3. Approve Professional Services Agreement with Platt/Whitelaw Architects, Inc., a California corporation, to provide on-call architectural design services in an amount not to exceed $5,000,000 for an initial three (3) year term, subject to two (2) additional one (1) year extensions approved at the discretion of the City Manager;

4. Authorize the City Manager or designee to execute all necessary Agreements and execute all task orders that fall under the Agreement value.

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City Council Staff Report
June 24, 2026 -- Page 2
Approve On-Call Architectural Design Services Agreements BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure forms (Attachment A) submitted in April 2026, all firms are registered in the state of California.

BACKGROUND:

The City currently uses architectural firms on an as-needed/on-call basis to provide professional architectural consulting services for capital improvements projects.

On June 10, 2021, City Council approved six on-call architectural services agreements in amounts not to exceed $5,000,000 for an initial three (3) year term, subject to two (2) additional one (1) year extensions, at the discretion of the City Manager and upon mutual consent of the firms.
• Architectural Resources Group (ARG)
• Holt Architects, Inc. dba Holt Architecture
• Interactive Design Corporation
• M. Arthur Gensler Jr. & Associate, Inc. (Gensler)
• Marks Architects, Inc. dba Urrutia Marks Architects
• Westgroup Designs, Inc.

In June of 2024, and June of 2025, the City exercised each one-year extension option resulting in the existing on-call architectural services agreements expiring on June 30, 2026. As the agreements have reached the end of their terms, this action will replace the existing agreements through a competitive procurement conducted under a Request for Qualifications to ensure continuity of required professional services to carry forward capital improvements projects.

STAFF ANALYSIS:

The City of Palm Springs Engineering Services Department requires as-needed, on-call architectural design services for a variety of capital improvement projects. The full extent of required professional services is not known at the present time; however, generally the Department anticipates the need for architectural design services for various budgeted projects.

On March 26, 2026, the Engineering Services Department issued a Request for Qualifications (RFQ 2026 AS) for on-call architectural design services. RFQ 2026 AS was published on the City’s on-line bid management system, PlanetBids. By the April 23, 2026, deadline, a total of sixteen (16) proposals were received. • Bureau Veritas, Irvine, CA - Non-Responsive
• Executive Engineering, Woodland Hills, CA – Non-Responsive

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City Council Staff Report
June 24, 2026 -- Page 3
Approve On-Call Architectural Design Services Agreements • Frederick Fisher & Partners, Los Angeles, CA
• Holly Street Studio, Phoenix, AZ
• Holt Architects, Inc., La Quinta, CA
• IDS Group, Inc., Irvine, CA
• Interactive Design Corporation, Palm Springs, CA
• Johnson Favaro: Culver City, CA – Non-Responsive
• Krueck Sexton Partners, Chicago, IL – Non-Responsive
• M. Arthur Gensler Jr. & Associates, Los Angeles, CA
• ONYX Architects, Inc., Pasadena, CA
• Platt/Whitelaw Architects, Inc., San Diego, CA
• RIOS, Los Angeles, CA
• Stayner Architects, Palm Desert, CA
• TSK Architects, Los Angeles, CA
• Westgroup Designs, Inc., Irvine, CA
The RFQ was written to ensure that the selected firms have demonstrated successful experience and capacity to provide architectural design services to a municipal government agency for the types of projects anticipated to be undertaken in the years to come.

An evaluation committee consisting of City staff from the Engineering Services Department reviewed and scored the statements of qualifications against the criteria published in RFQ 2026 AS. Criteria included the firm’s experience, references, staff’s experience and demonstrated understanding of the requested scope of work and contractual needs, and local preference in accordance with Palm Springs Municipal Code Chapter 7.

Following this review by the evaluation committee the top three ranking firms were selected as shown in Table 1 below.

Table 1
No. Firm Location
1 Interactive Design Corporation Palm Springs, CA
2 Holt Architects, Inc. La Quinta, CA
3 Platt/Whitelaw Architects, Inc. San Diego, CA
It is important to note that the agreements set a maximum contract amount but are not for a specific dollar amount relative to a defined project scope of work, as it is not known the extent to which services may be needed. The maximum contract amount reflects the on-call nature of the Agreement, in that there is no defined cost other than the consultant’s schedule of hourly rates and fees identified in Exhibit “D” of the agreements. This fact is reflected in Section 2.1 of the Agreement, which states:

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City Council Staff Report
June 24, 2026 -- Page 4
Approve On-Call Architectural Design Services Agreements 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 “Maximum 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 $5,000,000.

Staff recommend approval of professional services agreements (Attachment B) with Interactive Design Corporation, Holt Architects, Inc., and Platt/Whitelaw Architects, Inc., for on-call architectural design services in an amount not to exceed $5,000,000 for an initial three (3) year term, subject to two (2) additional one (1) year extensions approved at the discretion of the City Manager.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

The proposed agreements provide services to the City as on-call agreements and have no specific contract sum. The scope of services required by these agreements will vary depending upon the number and type of projects assigned to the various firms. The

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City Council Staff Report
June 24, 2026 -- Page 5
Approve On-Call Architectural Design Services Agreements annual level of on-call services required by these agreements is unknown and may significantly increase or decrease from year to year. Expenditures for individual “Task Orders” approved for specific assignments associated with capital projects will be encumbered from funding previously budgeted and appropriated for that capital project.

Where possible, staff will seek grants, state, or federal funding for capital projects.

REVIEWED BY:

City Engineer: Joel Montalvo
Assistant City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Public Integrity Disclosure Forms
B. Interactive Design Corporation – Professional Services Agreement C. Holt Architects – Professional Services Agreement
D. Platt/Whitelaw Architects – Professional Services Agreement

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Attachment A
Public Integrity Disclosures

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22 PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
INTERACTIVE DESIGN CORPORATION 199 S CIVIC DR STE #10, PALM SPRINGS, CA 92262 CALIFORNIA X B. MARIA SONG REUEL A. YOUNG X X
X
X

SHAREHOLDER

AUTHORIZED AGENT W/

FIDUCIARY AUTHORITY

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23 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.
[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 B. MARIA SONG 100%, INTERACTIVE DESIGN CORPORATION MARIA SONG, PRESIDENT APRIL 23, 2026

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On-Call Architectural Services - Attachments
RFQ: City of Palm Springs | April 23, 2026| PAGE 6
E | Public Integrity Business Disclosure Form
22 PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
Holt Architects, Inc. DBA Holt Architecture
78100 Main Street, Suite 202, La Quinta, CA 92253
N/A
California
x
Thomas Howell x
Cynthia Howell x
Matthew Acton
x Shareholder

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On-Call Architectural Services - Attachments
RFQ: City of Palm Springs | April 23, 2026| PAGE 7
23 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 Thomas Howell 60 %, Holt Architects, Inc.

DBA Holt Architecture
Thomas Howell, Principal 4/23/26
Matthew Acton 40%, Holt Architects, Inc. DBA Holt
Architecture Shareholder only

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Platt/Whitelaw Architects, Inc.  2251 San Diego Avenue, Suite B-250, San Diego, CA 92110  Ph 619.546.4326  plattwhitelaw.com v Section E: Forms (Attachment E)
22 PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other
Platt/Whitelaw Architects, Inc.
2251 San Diego Avenue, Suite B-250, San Diego, CA 92110 California
Naveen H. Waney
Peter Soutowood
Thomas Brothers

O – Page 555 of 1386
Platt/Whitelaw Architects, Inc.  2251 San Diego Avenue, Suite B-250, San Diego, CA 92110  Ph 619.546.4326  plattwhitelaw.com vi Section E: Forms (Attachment E)
23 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.

Naveen Waney
75%, Platt/Whitelaw Architects, Inc.

B.

Peter Soutowood

12.5%, Platt/Whitelaw Architects, Inc.

C.

Thomas Brothers

12.5%, Platt/Whitelaw Architects, Inc.

D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

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

Signature of Disclosing Party, Printed Name, Title Date April 23, 2026

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Attachment B
Interactive Design Corporation Professional Services Agreement https://publicportal.palmspringsca.gov/WebLink/DocView.aspx? id=1459813&dbid=0&repo=CityHall-Primary

O – Page 557 of 1386
Attachment C
Holt Architects Professional Services Agreement
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx? id=1459814&dbid=0&repo=CityHall-Primary

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Attachment D
Platt/Whitelaw Architects Professional Services Agreement https://publicportal.palmspringsca.gov/WebLink/DocView.aspx? id=1459815&dbid=0&repo=CityHall-Primary

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CITY COUNCIL STAFF REPORT
DATE: JUNE 24, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 TO AGREEMENT NO. 24I154 WITH YIFTEE, INC., TO PROVIDE ONLINE GIFT CARD MANAGEMENT AND

DISTRIBUTION SERVICES FOR THE SHOP LOCAL PROGRAM
FROM: Scott C. Stiles, City Manager
BY: Economic Development
SUMMARY:

This action will approve Amendment No. 2 to Agreement No. 24I154 with Yiftee, Inc., in the amount of $150,000 for a revised contract amount not to exceed $375,000, and extend the term through July 8, 2027, for online gift card management and distribution services for the shop local (Love Local) program. The Love Local card program has successfully captured consumer dollars by providing the ability to buy gift cards that can be spent at (to date) 130 enrolled businesses.

RECOMMENDATION:
1) Approve Amendment No. 2 (Attachment A) to Agreement No. 24I154 with Yiftee, Inc. to provide online gift card management and distribution services for the shop local (Love Local) program in the amount of $150,000 for a revised contract amount not to exceed $375,000, and extend the contract term through July 8, 2027; and,
2) Authorize the City Manager and City Attorney to make non-substantive changes and execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), Yiftee, Inc., is a Delaware corporation.

BACKGROUND:

In June 2024, the Business Retention Subcommittee discussed shop local programs that would enhance off-season sales, particularly in the summer, where sales tend to slow the most. A number of ideas were reviewed, and support was voiced for an online shop local

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City Council Staff Report
June 24, 2026 -- Page 2
Amendment No. 2 with Yiftee, Inc. – Love Local Program
gift card. Staff researched shop local gift card management systems that could provide an easy-to-use, free platform for local businesses to participate in and for consumers to spend dollars at local Palm Springs (only) merchants.

In July 2024, the City Council approved the pilot program and Agreement No. 24I154 (Attachment C) with Yiftee, Inc. to establish the Love Local Palm Springs program as a digital gift card and local business support initiative designed to encourage consumer spending at participating Palm Springs businesses. The original agreement authorized $75,000 for a one-year pilot effort. Due to the success of the initial program, a separate pilot program specific to the 2024 holiday season was administratively executed in the amount of $25,000.

In June 2025, the City Manager approved Amendment No. 1 (Attachment D) in the amount of $150,000, extending the program through July 2026, for a revised contract amount not to exceed $225,000 to support expanding the campaign implementation and merchant participation.

The Love Local program primarily operates through bonus-value digital gift cards redeemable at participating Palm Springs businesses. The consumer purchases a Love Local gift card and matching dollars are included 2 for 1. Campaigns have focused heavily on summer economic support, when many local businesses experience seasonal declines in customer activity.

STAFF ANALYSIS:

Program survey data and redemption activity indicate that the Love Local initiative has generated meaningful consumer participation and local business engagement during its first two years of operation.

Consumer survey results showed 49% of respondents participated primarily to take advantage of bonus value incentives; 42% participated specifically to support local businesses; 51% reported discovering new businesses through the program; and 85% of respondents reported being “Satisfied” or “Very Satisfied” with the program overall.

Consumers most frequently utilized the cards at restaurants and cafés, with a smaller percentage spending at retail businesses, reinforcing the program’s role as a local spending catalyst during slower economic periods.

Business survey feedback indicated Summer as the number one time for the program and was supportive of continuation (~66%). Many businesses cited value in increased visibility, customer traffic, and community participation. A majority of respondents (~52%) indicated they would likely or definitely participate again in future campaigns, with another third say they would “probably” enroll again (~26%). At the same time, businesses identified several operational areas requiring improvement, including easier redemption procedures and staff training, improved customer and merchant communication, better visibility and marketing for participating businesses; simplified digital wallet and card-use

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City Council Staff Report
June 24, 2026 -- Page 3
Amendment No. 2 with Yiftee, Inc. – Love Local Program
processes, and expanded outreach and campaign awareness (64% request more social media). The 2025 survey results are included herein as Attachment E.

FY27 Program Plan
Amendment No. 2 would support continuation and refinement of the Love Local program through the following campaign periods:

1. Summer Love Local Campaign (Primary Program) - $100,000 The Summer campaign would continue to function as the City’s principal seasonal business support initiative during lower-volume summer months. Funding would primarily support bonus-value gift card incentives, merchant onboarding, marketing, outreach, and platform administration.

This program will run July 13, 2026, to October 31, 2026.

2. Festival and Shoulder Season Activation Campaign - $50,000 A smaller portion of funding would support targeted activations during festival and shoulder-season periods (April-May) where strategic consumer spending incentives may help encourage broader local business participation and visitor engagement outside of traditional tourism corridors.

This program will run April 1, 2027, to May 31, 2027.

The FY27 program would also include operational improvements informed by business and consumer feedback, including improved merchant onboarding and training, expanded marketing and communication strategies, enhanced visibility for participating businesses, simplified redemption and customer-use procedures, and additional business outreach to broaden participation across business sectors and geographic areas of the City.

The Love Local gift cards must be spent during designated times. (If the consumer does not spend during the designated time, the base card is still valid for use at Palm Springs enrolled businesses, but City bonus dollars expire.) Yiftee, Inc., manages the entire program on behalf of the City.

ENVIRONMENTAL ASSESSMENT:

The proposed action is not a project under the California Environmental Quality Act (CEQA) pursuant to Section 15378 of the CEQA Guidelines because it constitutes an administrative and organizational activity that will not result in a direct or indirect physical change to the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the City Council Strategic Plan Broad Goal of Economic

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City Council Staff Report
June 24, 2026 -- Page 4
Amendment No. 2 with Yiftee, Inc. – Love Local Program
Development and with multiple principles, initiatives, and implementation actions contained within the Palm Springs Economic Development Strategic Framework.

FISCAL IMPACT:

Approval of the proposed Amendment No. 2 authorizes an additional $150,000 for FY27 program implementation, increasing the total agreement amount with Yiftee, Inc. to $375,000, and extends the term through July 8, 2027. Funding is available in FY27 Economic Development budget allocation for business retention, economic activation, and local business support programming.

REVIEWED BY:

Economic Development: Dean Grubl
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No. 2 to 24I154
B. Business Disclosure Form
C. Amendment No. 1 to 24I154
D. Original Contract 24I154
E. Love Local survey results (2025)

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ATTACHMENT A
Amendment No. 2 to
24I154

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55575.18100\42913029.1

(BB&K 2024)
AMENDMENT NO. 2 TO THE SHOP LOCAL GIFT CARD PROGRAM 24I154 BETWEEN THE CITY PALM SPRINGS AND YIFTEE, INC.

1. Parties and Date.

This Amendment No. 2 to the Shop Local Gift Card Program 24I154 is made and entered into as of this 24th day of June 2026, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Yiftee, Inc., a Delaware corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor entered into an agreement titled “Shop Local Gift Card Program” approved by Council on July 9, 2024, for the purpose of retaining the services of Contractor to provide online gift card provider to provide online gift card management and distribution services in an amount not to exceed $75,000 and a term of one-year continuing through July 8, 2025.

2.2 Amendment No. 1. City and Contractor entered into Amendment No. 1 to the Agreement, dated June 12, 2025, for the purpose of continuing online gift card management and distribution services through July 8, 2026, and adding an additional $150,000, for a revised contract amount not to exceed $225,000.

2.3 Amendment Purpose. City and Contractor now desire to amend the Agreement to add an additional amount of $150,000 to continue online gift card management and distribution services for a revised contract amount not to exceed $375,000, and extend the term one year through July 8, 2027.

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

3. Terms.

3.1 Amendment. Section 3.1 Compensation of Contractor of the Agreement is hereby amended in its entirety to read as follows:
"3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed three hundred seventy-five thousand dollars ($375,000)."

3.2 Amendment. Section 4.4 Term of the Agreement is hereby amended in its entirety to read as follows:
"4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on July 9, 2024, and continuing through July 8, 2027, unless extended or terminated by mutual written agreement of the Parties."

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55575.18100\42913029.1

(BB&K 2024)

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

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

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

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

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55575.18100\42913029.1

(BB&K 2024)
SIGNATURE PAGE FOR AMENDMENT NO. 2 TO THE SHOP LOCAL GIFT CARD PROGRAM BETWEEN THE CITY PALM SPRINGS AND YIFTEE, INC.

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

YIFTEE, INC.:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

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

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ATTACHMENT B
Public Integrity Disclosure

P – Page 568 of 1386
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 05/16/19)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________
_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________
_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________
Yiftee, Inc. 325 Sharon Park Dr. #215, Menlo Park, CA 94025 Incorporated in DE ✔ ■
Donna Novitsky ■ ■
Aldo Briano ■ ■
L William Krause ■

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 05/16/19)

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.

Donna Novitsky 17.0% of Yiftee, Inc. Aldo Briano 10.8% of Yiftee, Inc. Jon Kepecs 19.5% of Yiftee, Inc. Lori Laub 7.7% of Yiftee, Inc.

Donna Novitsky, CEO, 16 June, 2026

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ATTACHMENT C
Agreement No. 24I154

P – Page 571 of 1386
Revised 12.21.23 Page 1 of 36
CONTRACT SERVICES AGREEMENT 24I154

SHOP LOCAL GIFT CARD PROGRAM
THIS AGREEMENT FOR CONTRACT SERVICES (“ Agreement”) is made and entered into on July 9, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“ City”), and Yiftee, Inc, a Delaware Corporation, (“ Contractor”). City and Contractor are individually referred to as “ Party” and are collectively referred to as the Parties”.

RECITALS
A. City requires the services of an online gift card provider, for the Palm Springs Shop Local Program, (“ Project”).

B. Contractor has submitted to City a proposal to provide online gift card management and distribution on behalf of the City under the terms of this Agreement.

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

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

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. CONTRACTOR SERVICES

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

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

Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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Revised 12.21.23 Page 2 of 36

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

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

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

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “ A”. The total amount of Compensation shall not exceed seventy- five thousand dollars ($ 75,000).

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice matching the amount of City funding commitment to the Project, prior to the date of the invoice, in the form approved by City’ s finance director. Payments shall be based on the agreed upon scope listed in Exhibit “ A” for authorized services. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty ( 30) days of receipt of Contractor’ s invoice. Payments must be made by wire, ACH or check. Credit cards require an additional processing fee.

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

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

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

Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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Revised 12.21.23 Page 3 of 36

4. PERFORMANCE SCHEDULE

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

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

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

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve 12) months, commencing on July 9, 2024, and ending on July 8, 2025, unless extended or terminated by mutual written agreement of the Parties.

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

Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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Revised 12.21.23 Page 4 of 36
Contractor may not terminate this Agreement except for cause, upon thirty ( 30) days written notice to City.

5. COORDINATION OF WORK

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

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

5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor( s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’ s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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Revised 12.21.23 Page 5 of 36

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

Name: Title:

Elsie Slowe Community Engagement Manager

5.6 California Labor Code Requirements.

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

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

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

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend ( at Contractor’ s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers ( collectively the “ Indemnified Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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

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

8. RECORDS AND REPORTS

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

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

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Ownership of documents delivered to City only includes documents prepared expressly for City and does not include the data underlying these documents or give City ay claim to ownership of the data. Contractor shall deliver all above- referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement.

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the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor' s own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor expressly in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. Materials and data not expressly prepared for use under this Agreement is the property of Contractor and Contractor’ s use of these materials and data is unrestricted.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’ s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’ s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three ( 3) years from the date of final payment by City hereunder. In the event any Confidential Information is provided through the rights afforded by this Section 8.5, the Parties shall take care to ensure that they are following the procedures for the disclosure of Confidential Information as provided in Section 8 of Exhibit A” of this Agreement.

9. ENFORCEMENT OF AGREEMENT

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

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

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

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

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be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

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

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

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

10. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

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

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

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition ( each a “ prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’ s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to nondiscrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

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

To City: City of Palm Springs
Attention: Office of Economic Development
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Wayne. Olson@palmspringsca. gov
To Contractor: Yiftee Inc.

Attention: Donna Novitsky, CEO
325 Sharon Park Dr, #215
Menlo Park, CA 94025
elsie@yiftee. com

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

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

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

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

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be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.

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

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

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

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

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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND YIFTEE, 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: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

City Manager – over $50,000
Deputy/ Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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7/ 15/ 2024

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EXHIBIT “A”
See attached proposal of scope of service, fees and form of Contractor Agreement.

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EXHIBIT “B”

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

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’ s performance under this Agreement.

Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement.

Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’ s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

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

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

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

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

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

3. Primary Insurance. For any claims related to this Agreement, Contractor’ s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’ s insurance and shall not contribute with it. For Workers’ Compensation and Employer’ s Liability Insurance only, the insurer shall waive all rights of subrogation and Docusign Envelope ID: 3BDA48DC- 75FC-4F35-909A-8FF9DD406FA1

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contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either ( 1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’ s services under this Agreement, or ( 2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’ s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

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

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

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

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

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

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

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

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

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/ broker or insurance underwriter.

Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’ s obligation to provide them.

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

Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

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

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

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Donna Novitsky
CEO
Yiftee, Inc.

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ATTACHMENT D
Amendment No. 1 to
24I154

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55575.18100\42913029.1

(BB&K 2024)
AMENDMENT NO. 1 TO THE SHOP LOCAL GIFT CARD PROGRAM 24I154 BETWEEN THE CITY PALM SPRINGS AND YIFTEE, INC.

1. Parties and Date.

This Amendment No.1 to the SHOP LOCAL GIFT CARD PROGRAM 24I154 is made and entered into as of this 12
th day of June, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Yiftee, Inc., a Delaware Corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor entered into an agreement titled Shop Local Gift Card Program approved by City Council on July 09, 2024 under agreement number 24I154, for the purpose of retaining the services online gift card provider to provide online gift card management and distribution in an amount of $75,000.

2.2 Amendment Purpose. City and Contractor now desire to amend the Agreement to for the purpose of retaining the services online gift card provider to provide online gift card management and distribution until July 8, 2026.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.3 and 11.3 of the Agreement.

3. Terms.

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

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “ A”. The total amount of Compensation shall not exceed two hundred twenty-five dollars ($225,000).
.

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

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

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

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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.
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(BB&K 2024)
AMENDMENT NO. 1 TO AGREEMENT 24I154
BETWEEN THE CITY PALM SPRINGS AND YIFTEE, INC.

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

YIFTEE, INC.

By: ____________________________ By: ______________________________ Signature Signature

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

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

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

By: _______________________________ Date:

Scott Stiles, City Manager
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CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:

Company Name:

Company Contact:

Email:

Summary of Services:

Contract Price:

Contract Term:

Public Integrity/ Business
Disclosure Forms:

Contract Administration
Lead Department:

Contract Administrator/ Ext:

Contract Approvals
Council/City Manager Approval Date:

Agreement Number:

Amendment Number:

Contract Compliance
Exhibits:

Insurance:

Routed By:

Bonds:

Business License:

Sole Source Co-Op
Sole Source CoOp Agmt #:

Documents: CoOp Name:

CoOp Pricing:

Submitted on: By:

Contract Abstract Form Rev 8.16.23
Authorized Signers:

Name, Email
(Corporations require 2 signatures)
Shop Local Gift Card Program Yiftee, Inc. Donna Novitsky [email protected] Provide an online gift card management system for a shop local program. $75,000 +150,000 (Amendment#1) = 225,000 (2years) July 9, 2024 to July 8, 2026 Donna Novitsky, [email protected] Valentina Chimienti, [email protected] Office of Economic Development Wayne Olson x8358 7/9/2024, 3B 24I154 1 Yes Yes Yes Procurement N/A No N/A N/A N/A June 12, 2025 Anil Cholakkara Docusign Envelope ID: 8AD836DA-D546-482E-9AAD-ECE51B2C82B9

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ATTACHMENT E
Survey Results

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CI T Y O F PA L M SP R I N G S · ECO N O M IC D E V E LO P M E N T · P RO G RA M R ES U LTS A summer that
paid off locally.

The results are in for the Love Local Palm Springs gift-card campaign — and the community showed up. Here's what 278 cardholders and 34 local businesses told us about Summer 2025.

Redeemable at 125+ local businesses
SHOPPERS Locals loved using their card
Satisfaction & ease of use
Consumer survey · 268–277 responses
85%
satisfied
Very satisfied / satisfied
59% were very satisfied
76%
easy
Found the card easy to use
at participating businesses
Where the dollars went
Share of cardholders spending in each category
Restaurants & cafés 88%
Retail shops 31%
Services — salons, gyms & more 10%
Entertainment & nightlife 3%
Top reasons people bought a card
Bonus value & discounts 49%
To support local businesses 42%
BUSINESSES A program merchants wantto keep
Campaign impact on business
34 participating businesses · stacked share
Positive / very positive — 44% Neutral — 53% Negative — 3% 97% reported a neutral-to-positive impact.

Just one business reported a negative effect.

Confidence in the card
Business survey · 33–34 responses
Would participate again 79%
Found cards easy to process 55%
Want it back in summer 66%
“This is a great program — make it something annual people can look forward to.”
— Participating business owner
“The businesses have learned how to take the card. It's much easier.” — Palm Springs cardholder

T H E TA KEAWAY
They want Love Local back next summer.
72%
of shoppers want it back in summer
66%
of businesses prefer summer too

WHERE TO GROW NEXT
More social-media promotion #1 ask · 64% Greater program awareness Even smoother checkout
COMING SUMMER 2026
Get your card
Scan to buy a Love Local Palm Springs gift
card.

Love Local Palm Springs · Summer 2025 Program Results
Questions? Contact [email protected]
51%
used the card to discover a business they'd never visited before.

New foot traffic, driven straight to local doors.
85%
of shoppers satisfied
with the campaign
81/100
avg. experience score
across 268 cardholders
51%
found a new local spot
via the card
79%
of businesses would return
for a future campaign

P – Page 614 of 1386

CITY COUNCIL STAFF REPORT
DATE: JUNE 24, 2026 CONSENT CALENDAR
SUBJECT: APPROVE PROFESSIONAL SERVICES AGREEMENT NO. 26P109

WITH ACCENTURE INFRASTRUCTURE AND CAPITAL PROJECTS, LLC FOR OWNER’S REPRESENTATIVE SERVICES FOR THE PALM

SPRINGS CONVENTION CENTER RENOVATION AND EXPANSION

PROJECT
FROM: Scott C. Stiles, City Manager
BY: Engineering Services
SUMMARY:

This action will award professional services agreements with Accenture Infrastructure and Capital Projects, LLC to provide owner’s representative services for the Palm Springs Convention Center renovation and expansion project for an amount not to exceed $4,147,220.

RECOMMENDATION:

1. Approve Professional Services Agreement No. 26P109 (Attachment A) with Accenture Infrastructure and Capital Projects, LLC to provide owner’s representative services for the Palm Springs Convention Center renovation and expansion project for an amount not to exceed $4,147,220 for an initial three-year term commencing on June 25, 2026, and continuing through June 24, 2029; with two one-year extension options at the City’s sole discretion.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), Accenture Infrastructure and Capital Projects, LLC is registered in the state of California.

BACKGROUND:

The Palm Springs Convention Center (PSCC), a cornerstone of the City's hospitality and tourism economy, has served as a premier venue for conferences, exhibitions, and community events since its original construction in 1984. A major expansion and

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City Council Staff Report
June 24, 2026 -- Page 2
Owner’s Rep Services for the Palm Springs Convention Center Renovation and Expansion Project modernization effort was completed in 2005, significantly increasing the facility's capacity and enhancing its amenities. Despite these improvements, many of the Convention Center's core systems, finishes, and functional spaces now require further upgrades to meet current industry standards and user expectations. In response to evolving market demands and the need to maintain competitiveness in the regional convention landscape, the City of Palm Springs initiated a comprehensive renovation and expansion of the PSCC, with a preliminary project budget of approximately $125 million encompassing modernization of the facility, its grounds, and urban connectors linking the Convention Center to downtown.

Since January 2025, the City Manager's Stakeholder Group has been meeting to oversee the broad conceptualization of the overall PSCC District and facility modernization plans, with several working groups established to address capital improvements, urban design and connectivity, public finance, and the formation of a Tourism Infrastructure District (TID).

On September 10, 2025, City Council authorized staff to advance the Palm Springs Convention Center modernization and connectivity project including the issuance of solicitations for architecture and engineering, urban design and branding, and owner’s representative services.

On September 4, 2025, the Procurement and Contracting Department issued Request for Qualifications 13-25 (RFQ 13-25) for Owner’s Representative Services for the PSCC Renovation and Expansion Project. This solicitation concluded on October 8, 2025, resulted in the submission of ten (10) statements of qualification. The City’s evaluation team made of nine (9) including representatives from the City Manager, Economic Development, and Engineering Departments, and included stakeholders such as Visit Greater Palm Springs, Grit Development, Palm Springs Convention Center, and a Palm Springs Planning Commissioner. The evaluation committee’s review identified four (4) respondents to move onto interviews. Following the conclusion of interviews the evaluation committee was not in favor of moving forward with the highest ranked firmed and the solicitation was ultimately cancelled to be reissued at a later date.

STAFF ANALYSIS:

On March 30, 2026, the Procurement and Contracting Department issued Request for Proposals 05-26 (RFP 05-26) for Owner’s Representative Services for the Palm Springs Convention Center Renovation and Expansion Project based on the specifications provided by Engineering Services and Economic Development Departments. RFP 05-26 was advertised in the local newspaper, published on the PlanetBids website with notification to 413 registered vendors, and 500 vendors through Bid Broadcast. This extended outreach resulted in 72 attendees at the Pre-Proposal Conference on April 16, 2026, and the submission of 14 Proposals for Owner’s Representative Services for the Palm Springs Convention Center Renovation and Expansion Project.

The following firms submitted Proposals for consideration by the May 4, 2025, deadline.

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City Council Staff Report
June 24, 2026 -- Page 3
Owner’s Rep Services for the Palm Springs Convention Center Renovation and Expansion Project • Accenture Infrastructure and Capital Projects, LLC – Palm Desert, CA • CREDE Construction Advisory, LLC – Irvine, CA
• Cumming Management Group, Inc. – Murrieta, CA
• Dennis Potts Project Management, LLC – Henderson, NV
• Gardiner & Theobold, LLC – Los Angeles, CA
• Griffin Structures – Irvine, CA
• MAAS Companies, Inc. – Newport Beach, CA
• Gafcon – San Diego, CA
• MOCA Systems, Inc. – Irvine, CA
• Procon Consulting LLC – McLean, VA
• Rider Levett Bucknall – Los Angeles, CA
• The Barrie Company – San Diego, CA
• Turner & Townsend Heery – Los Angeles, CA
• Willdan Engineering – Anaheim, CA
An evaluation committee consisting of City staff from Economic Development, Engineering Services and the Palm Springs Convention Center reviewed and scored the proposals received against the criteria published in the Request for Proposals. Criteria included the firm’s experience, references, staff’s experience, understanding the scope of work and demonstrated understanding of City goals and values. This resulted in the evaluation committee moving on three (3) of the fourteen (14) proposal submission on to the interview phase and Accenture Infrastructure and Capital Projects, LLC (Accenture) being recommended for award as the highest ranked firm.

Accenture brings nearly 30 years of experience providing owner's representative and construction management services for public-sector capital projects. The firm has extensive experience delivering complex municipal infrastructure and facility projects throughout Southern California, including current work with the City of Palm Springs on the Palm Springs Public Library Renovation.

Accenture's qualifications are demonstrated through its successful management of complex, multi-phase public projects, including airport, civic facility, and regional infrastructure improvements requiring coordination among multiple stakeholders, active facility operations, and stringent schedule and budget controls. The firm also possesses significant experience administering publicly funded projects and managing compliance requirements related to grants, labor standards, reporting, and public accountability.

Through Accenture’s familiarity with City processes, regional expertise, and proven track record delivering complex capital projects, Accenture is well positioned to provide effective Owner's Representative Services for the Palm Springs Convention Center Renovation and Expansion Project.

Deborah Palmer, Project Manager for Accenture, brings unparalleled experience delivering convention center programs directly comparable to the Palm Springs Convention Center in scale, complexity, and operational demands. Throughout her career, she has led large, multi-phase convention center projects within active facilities, managing the unique challenges of event scheduling, phased construction, stakeholder

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City Council Staff Report
June 24, 2026 -- Page 4
Owner’s Rep Services for the Palm Springs Convention Center Renovation and Expansion Project coordination, and system integration. Her dual perspective as both an Owner’s Representative and General Contractor strengthen her ability to translate program-level decisions into effective execution while maintaining schedule and cost discipline. The select projects listed below demonstrate the depth of Deborah’s convention center experience and her proven capability to lead the PSCC renovation and expansion program successfully.

Las Vegas Convention Center – South Hall Expansion ($150 Million) As Owner’s Representative for the Las Vegas Convention and Visitors Authority (LVCVA), Deborah oversaw the design and construction of the $150 million South Hall Expansion, a 1+ million square-foot addition to the existing Las Vegas Convention Center.

Acting as the interface between LVCVA and the general contractor, she managed construction progress, schedule adherence, and risk mitigation efforts throughout the project lifecycle. Her responsibilities included monitoring quality control, resolving design and construction challenges, and facilitating communication among stakeholders to facilitate successful delivery of this major expansion to one of the world’s most active convention venues.

Hawaii Convention Center ($200 Million)
Deborah served as Project Manager overseeing the mechanical, electrical, plumbing, and fire protection (MEPF) scopes of work for the award-winning $200 million Hawaii Convention Center, a 1.1 million square-foot design-build facility in Honolulu. As a subcontractor to the prime builder, she was responsible for directing design coordination, construction execution, and labor oversight for all MEPF systems. Trades and subcontractors reported directly to her throughout the project. Deborah led a highly successful team through complex systems integration on a fast-tracked schedule, confirming high-quality delivery of this landmark civic facility, which has since received acclaim for its functionality, sustainability, and architectural excellence.

Massachusetts Convention Center Authority
As Program Director for Capital Projects, Deborah led the strategic planning and delivery of the Massachusetts Convention Center Authority’s statewide capital program, overseeing more than 40 active projects annually across four major facilities, including the Boston Convention & Exhibition Center and Hynes Convention Center. Relocated to Massachusetts to serve as the primary client interface, she directed design and construction teams, managed budgets and schedules, and facilitated executive-level decision-making in coordination with MCCA leadership. Her oversight facilitated continuity of capital investment and facility upgrades.

Staff recommend approval of Professional Services Agreement 26P109 with Accenture Infrastructure and Capital Projects, LLC in an amount not to exceed $4,147,220 for an initial three year term commencing on June 25, 2026, and continuing through June 24, 2029, with two one-year optional terms at the City’s sole discretion.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California

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City Council Staff Report
June 24, 2026 -- Page 5
Owner’s Rep Services for the Palm Springs Convention Center Renovation and Expansion Project 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 City Council Strategic Plan Broad Goal of Economic Development, and aligns with multiple principles, initiatives, and implementation actions contained within the Palm Springs Economic Development Strategic Framework (EDSF), particularly those focused on strengthening Palm Springs’ tourism economy, enhancing institutional capacity, and modernizing critical economic infrastructure.

FISCAL IMPACT:

Following notification to Accenture as being the highest ranked firm, the City entered into financial negotiations. This resulted in a cost savings of approximately $750,000, and a not to exceed cost of $4,147,220 for phase 1 and 2 of the Palm Springs Convention Center Renovation and Expansion Project. Services for phase 3, PSCC expansion project will be negotiated following further development of this phase of the project.

The Measure J Commission approved expenditure up to $9.9 M in design costs related to the Palm Springs Convention Center Modernization. The approval was conditioned by reimbursement to Measure J from debt proceeds issued when the capital project begins later in 2026. To date, the City has issued a $1M contract to LMNO2, the Project architects, $1,500,000 to MELK the Urban Design Team, and $572,250 to Multistudio the Branding and Marketing team. The Accenture contract for Owners Representative Services is for an amount not to exceed $4,147,220. If this contract is approved, the total amount of Professional Services to date will be $7,222,470 of the $9.9M budget from Measure J.

REVIEWED BY:

City Engineer: Joel Montalvo
Procurement & Contracting Manager: Tabitha Richards
Director of Finance & Treasurer: Kristopher J. Mooney
City Manager: Scott Stiles
ATTACHMENTS:

A. Professional Services Agreement 26P109
B. Public Integrity Disclosure Form

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ATTACHMENT A
Agreement

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55575.18100\42907009.1
BB&K (2024) Page 1 of 26

PROFESSIONAL SERVICES AGREEMENT
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION

CENTER RENOVATION AND EXPANSION PROJECT
This Professional Services Agreement (“Agreement”) is entered into this 25th day of June 2026 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and Accencuture Infrastructure and Capital Projects, LLC, a Limited Liability Company is the state of California, (“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 owner’s representative services for the Palm Springs Convention Center renovation and expansion project (“Project”).

B. Consultant has submitted to City a proposal to provide owner’s representative services for the Palm Springs Convention Center renovation and expansion project, 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.

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 #05- 26 (“RFP 05-26”); and, (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The RFP 05-26 and the Consultant’s Proposal, which are both attached as Exhibit “A”, 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

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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: (1st) the provisions of the Scope of Services (Exhibit “A”); (2nd) the provisions of the City’s Request for Proposal; (3rd) the terms of this Agreement; and, (4th) the provisions of the Consultant’s Proposal.

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

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

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly 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 Four Million One Hundred Forty-Seven Thousand Two Hundred Twenty Dollars and Zero Cents ($4,147,220.00) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” 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

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

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

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three-years, commencing on the Effective Date, and ending on June 24, 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

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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.

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: Tyson Atwood, Senior Vice President, Deborah Palmer, Project Manager, and Fred Parker, Lead Construction Manager. 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

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operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City.In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.

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

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

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

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

4.5 California Labor Code Requirements.

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

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

5. INSURANCE

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

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

X required
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. (2) If the policy of insurance is written on a “claims made” basis, the policy

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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 Consultants, broad form property damage, products and completed operations.

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

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

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

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

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

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. 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.

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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.

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.

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

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

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

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

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

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

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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 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.

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7. REPORTS AND RECORDS

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

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

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

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

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

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

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

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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 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

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other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.

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

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

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

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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

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

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Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: Acceture Infrastructure and Capital Projects, LLC Attention: Catherine Cronin
500 W. Madison St.

Chicago, IL 60661
Telephone: (908) 868-9986

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.

10.8. 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

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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 ACCENTURE INFRASTRUCTURE AND CAPITAL PROJECTS LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONSULTANT:

By: ______________________________
Signature
Date: __
CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: __6/24/2026_____ Item No.

APPROVED AS TO FORM: ATTEST:

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

By: _______________________________ Date:

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

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EXHIBIT “A”

SCOPE OF SERVICES

1.1 Background:

The Palm Springs Convention Center (PSCC), a cornerstone of the city’s hospitality and tourism economy, has served as a premier venue for conferences, exhibitions, and community events since its original construction in 1984. A major expansion and modernization effort was completed in 2005, significantly increasing the facility’s capacity and enhancing its amenities. Despite these improvements, many of the PSCC’s core systems, finishes, and functional spaces, now require further upgrades to meet current industry standards and user expectations.

In response to evolving market demands and the need to maintain competitiveness in the regional convention landscape, the City of Palm Springs is initiating a comprehensive renovation and expansion of the PSCC. This project is intended to address deferred maintenance, improve operational efficiency, and enhance overall visitor experience through renovation, expansion and updating the master plan. It also supports the City’s broader goals of economic development, sustainability, and community engagement.

1.2 Scope:

A. Consultant shall provide owner representative services for the PSCC Renovation and Expansion Project that is expected to be delivered in multiple stages. The sequence of the work is structured so that renovations and repairs can be bundled, issued for solicitation, and executed quickly. Subsequent stages will design a more challenging connectivity project and expansion to the east side of the complex and ultimately update the PSCC master plan, both of which are more time intensive and will require public engagement. A further advantage of the multistage implementation strategy is its alignment with the funding program, which is currently being finalized.

B. The project is generally defined in three stages:
a. Stage 1: Interior and Exterior Renovations and Miscellaneous Capital Projects, to included, but not limited to the improvements outlined in Section 4.2 I, Asset Assessment, Attachment “H”. These improvements are grouped as follows:
i. General Building
ii. Mechanical
iii. Electrical
iv. Plumbing
v. Fire Life Safety
vi. Information Technology
vii. Food Services
viii. Palm Springs Visitor Information Center
b. Stage 2: Urban Connectivity Project

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BB&K (2024) Page 19 of 26
i. Planning and design of a district scale urban connectivity strategy that links the Palm Springs Convention Center with adjacent properties and the downtown core and identities the PSCC district in harmony with the world class destination of Palm Springs.
ii. Development of a comprehensive design vision and implementation strategy for an urban connector that enhances vehicular, pedestrian, and bicycle access between the PSC and its surrounding downtown context. iii. In addition, a major component of the scope of work includes branding and marketing specialists being integrated with the urban design and project team that establishes a convention center district identity that will visually connect the user and the PSCC from the facility to downtown. c. Stage 3: East Expansion (future phase to be negotiated) Consultant services which may be required include, but are not limited to the following areas:

C. Design Review and Contract Administration
a. Managing the Architecture and Engineering firm, LMN o2 Architecture, Urban Designer for the Convention Center Connector Project, Globalmelk, and Branding and Marketing firm, Multistudio, responsible for the Palm Springs Convention Center Renovation and Expansion Project.
i. Professional Services Agreement No. 25Q414 for Convention Center Architectural and Engineering Services: 1F - AGREEMENT NO. 25Q414.pdf
ii. Professional Services Agreements No. 25Q441 and 25Q442 for the Convention Center Connector Project (Urban Design and Branding and Marketing): 1J - APPROVE PROFESSIONAL SERVICES AGREEMENT NO. 25Q441AND 25Q442.pdf
b. Co-Represent City at meetings as part of the Owner Project Team to ensure City’s interests are paramount and protected.
i. Owner’s project team will include the Chief Economic Development Officer who represents the City Manager’s Office and the City Engineer, and Finance Director and with other various departments informing the process from time to time.
c. Coordinate design and engineering criteria, scope of work, and special elements with City stakeholders.
i. City stakeholders can include City department heads, City leadership in conjunction with key community members via the City Manager’s Stakeholder and Working Groups for the PSCC.
d. Report to city stakeholders on preparation and progress of Project plans and specifications.
e. Attend design and construction meetings to monitor progress of the Project.

D. Project Coordination and Communication
a. Develop project level and executive summary reporting. b. Coordinate Project team members, City departments and other stakeholders.

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BB&K (2024) Page 20 of 26
i. Project team members to include, Owner, design team, facility management and staff, general contractor, financial consultants and other departments of the City as well as team members that are typically involved in projects of this scope and size.
c. Establish and maintain communication protocols between Owner and Project team.
i. This is in the form of regular Owner, Architect, Contractor (OAC) meetings. In this instance City staff includes City Engineer and Chief Economic Development Officer.
ii. Coordinate construction activities to minimize disruption to ongoing convention center events and ensure coordination between construction schedule and operational need of the facility.
d. Prepare Project correspondence and Project presentations as needed. e. Prepare meeting agendas and facilitate meetings as required. f. Schedule Project meetings and presentations
g. Assist with responding to citizen inquiries and complaints. h. Function as liaison with all Project related issues and ensure that they are addressed, and that each member of the Project team is aware of their role in resolving the issues.
i. Preparation of reports
ii. Phase and construction phase schedules
iii. Preliminary documents
iv. Working drawings
v. Construction drawings
vi. Specifications
vii. Bid documents
viii. Construction cost estimates
i. Coordinate FF&E requirements and procurement.
j. Communicate changes to City stakeholders.

E. Program Compliance and Quality Assurance
a. Provide recommendations to improve the design or reduce costs with or without value engineering and while still maintaining the City’s overall vision, goals, and objectives.
b. Review all design phase submissions including but not limited to plans, specifications, and finish material samples
c. Perform constructability reviews in consultation with Owner. d. Participate in interdisciplinary coordination review of construction documents. e. Monitor the design, construction, and post-construction aspects of the Project to facilitate the completion within the Schedule.

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BB&K (2024) Page 21 of 26
f. Oversee risk assessment, mitigation, and management of the Project. g. Initiate corrective actions when necessary to achieve Project objectives. h. Attend final inspections of the Project.
i. Assist with Project close-out process.
j. Gather of warranties and owner’s manuals.

F. Project Controls
Review and comment on schedules submitted by consultants, contractors, and others (such as, but not limited to, event schedules and films) for conformance with scheduling requirements, consistent with Project construction plans and phasing, executability, proper resource allocation and other schedule-related requirements. a. Validate progress on Project schedule.
b. Assist with Project budget analysis, prepare budgetary cost estimates. c. Review cost estimates and provide independent cost analysis upon request. d. Provide analysis of Request for Clarification.
e. Maintain a complete set of permanent Project files and records.

G. Environmental
a. Coordinate Phase 1 Environmental Site Assessment (ESA). b. Coordinate Phase II ESA – subsurface environmental investigations to confirm and/or delineate the extent of contamination using laboratory analyses. c. Manage environmental remediation/clean-up and design, preparation of waste management plans, oversight of any remediation projects, and analyses to determine risk associated with soil or groundwater contamination, if needed.

H. Construction Administration and Inspection
a. Arrange and conduct pre-construction meetings, inviting general contractor, architect of record, and project stakeholders. Prepare minutes of preconstruction meeting for distribution to all attendees. b. Attend on-site construction meetings and maintain on-site Project documentation.
c. Provide and maintain sufficient field personnel to administer the Project. d. Conducting daily observation of construction Project for progress, workmanship and compliance with approved contract documents and applicable codes and regulations; and recommend changes, as necessary.
e. Review schedules, including activity sequences and duration, schedule of submittals and delivery schedule of long lead materials and equipment. Review contractor’s update and revisions as may be required to reflect actual progress of work.
f. Issuing daily observation reports for site and building, noting conditions of noncompliance with references to contract documents. g. Schedule and conduct weekly progress meetings to discuss contract issues, procedures, progress, problems, change orders, submittals, request for

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BB&K (2024) Page 22 of 26
information (RFIs), deficiencies and schedules. Prepare minutes of progress meetings for distribution to all attendees.
h. Assist with the coordination of operations when utility outages, noise control, traffic control or security are required by the Project. i. Review contractor submittals and coordinate project architect’s/design consultant and City comments including resolving conflicts. j. Monitor and track RFCs, submittals, shop drawings, proposed change orders and revisions.
k. Review and evaluate proposed change orders. Review estimates for reasonableness and cost effectiveness and render recommendations to City. l. Coordinate and monitor material testing, HVAC air testing and balancing and other systems testing.
m. Maintain cost accounting records on authorized work performed under contract unit costs and additional work performed based on actual costs of time (labor) and materials (T&M).
n. Develop a reasonable cost control system, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. Identify variances between actual and estimated costs and report such variances to City at regular intervals.
o. Assist City in coordinating services of other consultants (to include but not limited to geotechnical, NPDES, materials testing, deputy inspection, special laboratory testing) that may be hired or selected for the project. p. Coordinate with project architect/design consultant contractor’s requests for interpretation or clarification of meaning and intent of project plans and specifications.
q. Track quantities of work completed for progress payment. Develop and implement procedures for review and processing of progress [payment applicat6ions. Assist City with review and certification for payment. r. Review monthly contractor payment application including construction progress to confirm percent complete by trades.
s. Establish procedures and monitor contractor compliance with federal and state prevailing wage regulations and requirements.
t. Monitor Project commissioning process, including equipment testing, functional performance tests and building integration of inter-related systems. u. Coordinate and track all required special inspections and material testing. v. Review special inspection and material testing reports to verify conformance with approved Project drawings and specifications.
w. Monitor punch list for entire project including Substantial Completion and Final Completion inspections and confirm completion of deficiencies. x. Issue preliminary and final punch list, including schedule for punch list completion. Evaluate completion of work and recommend to City when work is ready for final inspection.

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BB&K (2024) Page 23 of 26
y. Conduct final inspection/walk through with City staff, maintenance/service personnel and project architect/design consultant.
z. Secure and transmit required guarantees, certifications, affidavits, leases, easement deeds, operating and maintenance manuals, warranties and other documents as stipulated in contract documents.
aa. Review and process contractor’s request for final payment and release of retention.
bb. Coordinate Site availability for the Palm Springs Internation Film Festival (PSIFF) from December 15, through January 15 annually, and ensure all construction activity is completed as may be required by PSIFF.

I. Asset Assessment: See Attachment H of RFP 05-26, Asset Assessment for Palm Springs Convention Center.

4.3 Schedule:

A. Work shall commence on the Effective Date and is expected to be completed by December 31, 2028, based on the below estimate of project phases.

B. Current project planning is based on the following milestones:

Convention Center
Remodel (LMNO2)
Urban Connectivity
MELK/Multi-Studios
Convention
Center Expansion
(LMNO2)
2026 Q2 Stage 0 – Stakeholder and
Consultant Engagement –
Cost Matrix – Overall
Project Schedule -Define
Stage 1 and 2 Scope
Stakeholder
Engagement and
Interactive Workshops
2026 Q3 Interior Renovation –
finalize scope, design, and
begin phased construction
Public Engagement –
First Ideas and
Recommendations
Public Festivals and
Interactive Exhibits
Begin Desing
2026 Q4 Interior Renovation
construction continued
Presentations to Public
and Council on Master
Plan
Design
2027 Q1 Interior Renovation
construction continued
RFP for Construction
Documents (may not be
MELK)
Design

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BB&K (2024) Page 24 of 26
2027 Q2 Interior Renovation
construction continued
Design Complete Design
Bid Construction
2027 Q3 Interior Renovation
construction continued
Complete Design Construction
2027 Q4 Interior Renovation
construction continued
Bid Construction Construction
2028 Q1 Construction Construction
2028 Q2 Construction Construction
2028 Q3 Construction Construction
2028 Q4 Construction Construction

4.4 Compensation:

A. Work shall be compensated on a not to exceed basis for Stage 1 and Stage 2.

B. Consultant’s not-to-exceed hourly rates schedule shall be the basis to engage in negotiations Owner’s Representative services for Stage 3 East Expansion.

C. 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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CITY OF PALM SPRINGS, CA

PROCUREMENT AND CONTRACTING DEPARTMENT
REQUEST FOR PROPOSALS 05-26
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION

CENTER RENOVATION AND EXPANSION PROJECT
ISSUED: MARCH 30, 2026
Per Addendum No. 1

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TABLE OF CONTENTS
SECTION 1 – NOTICE OF REQUEST FOR PROPOSALS ..................................................... 2

1.1 Request for Proposals.............................................................................................. 2

1.2 Term......................................................................................................................... 2

1.3 Schedule .................................................................................................................. 2

1.4 Procurement Officer and Delivery Address:.............................................................. 2 SECTION 2 – INSTRUCTIONS TO PROPOSERS.................................................................. 3

2.1 Obtaining RFP Documents and Addenda:................................................................ 3

2.2 Pre-Proposal Conference: ........................................................................................ 3

2.3 Proposer’s Minimum Requirements:......................................................................... 3

2.4 Submission of Proposals: ......................................................................................... 3 SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT ........................................ 5

3.1 Request for Clarifications/Questions:........................................................................ 5

3.2 Proposers Ethical Behavior: ..................................................................................... 5

3.3 Proposals to Remain Open:...................................................................................... 5

3.4 Right to Accept or Reject Proposals: ........................................................................ 5

3.5 Responsibility of Proposer:....................................................................................... 5

3.6 Insurance: ................................................................................................................ 5

3.7 Public Record:.......................................................................................................... 5

3.8 Cost Related to Proposal Preparation: ..................................................................... 6

3.9 Compliance with Law:............................................................................................... 6

3.10 Licenses, Permits, Fees and Assessments: ............................................................. 6

3.11 Investigations: .......................................................................................................... 6

3.12 Non-Collusion:.......................................................................................................... 7

3.13 Signed Proposal and Exceptions:............................................................................. 7

3.14 Award of Contract..................................................................................................... 7

3.15 Form of Agreement: ................................................................................................. 7 SECTION 4 – SCOPE OF WORK........................................................................................... 9

4.1 Background:............................................................................................................. 9

4.2 Scope:...................................................................................................................... 9

4.3 Schedule: ................................................................................................................14

4.4 Compensation: ........................................................................................................15 SECTION 5 – PROPOSAL FORMAT AND ORGANIZATION.................................................16

5.1 Proposal Requirements:..........................................................................................16

5.2 Proposal Content:....................................................................................................16

5.3 Submission of Proposal:..........................................................................................18 SECTION 6 – PROPOSAL EVALUATION .............................................................................19

6.1 Evaluation of Proposals:..........................................................................................19

6.2 Selection Process and Award of Contract:...............................................................19 SECTION 7 – RFP FORMS ...................................................................................................21 SAMPLE BOILERPLATE AGREEMENT – EXHIBITS INTENTIONALLY INCOMPLETE......... 1 SECTION 8 – SAMPLE AGREEMENT ................................................................................... 2

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SECTION 1 – NOTICE OF REQUEST FOR PROPOSALS

1.1 Request for Proposals
The City of Palm Springs is requesting statements of qualifications from qualified firms to provide the City with owner’s representative services for the Palm Springs Convention Center (PSCC) renovation and expansion project. The scope of work will consist of owner representative services on behalf of the City of Palm Springs generally defined by three stages, Stage 1: interior and exterior renovations and capital improvement projects, Stage 2: urban connectivity project and Stage 3: east expansion.

1.2 Term
The term of this contract will be for three years, with two one-year options to renew at the City’s sole discretion.

1.3 Schedule
The following is the schedule for this procurement:

Activity Due/Time
Request for Proposals Issued MARCH 30, 2026
Pre-Proposal Conference
THURSDAY, APRIL 16, 2026, AT
2:00 PM PDT
Requests for Clarifications from Proposers
are due
MONDAY, APRIL 20, 2026, BY 2:00
PM
Responses to Requests for Clarification will
be posted via Addendum MONDAY, APRIL 27, 2026
Proposals are Due
MONDAY, MAY 4, 2026, BY 2:00 PM
PDT
Interviews (optional) MAY 2026
Recommendation/Selection (tentative) MAY 2026
Projected Date for Award of Contract/ PO JUNE 2026

1.4 Procurement Officer and Delivery Address:

Tabitha Richards
City of Palm Springs – Procurement and Contracting Department City Hall
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Phone: 760.322.8368
Email: [email protected]

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SECTION 2 – INSTRUCTIONS TO PROPOSERS

2.1 Obtaining RFP Documents and Addenda:

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

2.2 Pre-Proposal Conference:

A Pre-Proposal Conference will be held as follows:

Date: THURSDAY, APRIL 16, 2026
Time: 2:00 PM PDT
Location: Virtually. - Interested participants who wish to participate in the preproposal conference by either requesting a link to attend via email to:

[email protected] or by following the directions below:

Microsoft Teams meeting
Join: https://teams.microsoft.com/meet/24619956456710?p=ZpeIGQSrwJDY7IDg9A Meeting ID: 246 199 564 567 10
Passcode: HU6mT9Us
Need help? | System reference
Dial in by phone
+1 872-239-6004,,693587867# United States, Chicago
Phone conference ID: 693 587 867#
Find a local number
| Reset dial-in PIN
All proposers are highly encouraged to attend this conference to learn more about the requirements of this solicitation.

2.3 Proposer’s Minimum Requirements:

A. Experience: The Proposer must have a minimum of ten (10) years’ experience providing owner’s representation and project managements services for construction projects from conception to completion of similar large public facilities. Proposals shall outline this experience in Section A of the proposal.

A. Business License: The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter

3.40 through 3.96, entitled “Business Tax”. Proposers may obtain the license after award but must do so promptly as the license will be routed with the contract for final signature.

2.4 Submission of Proposals:

A. Requests for Proposals will be electronically received via the online Planet Bids electronic system until the time specified in the schedule. The receiving time date stamp in Planet Bids will be the governing time for acceptability of Proposals. Paper

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proposals, or proposals sent by any other means will not be accepted. Late proposals will not be accepted by the Planet Bids system so please allow plenty of time to submit your proposal. Failure to register as a Proposer to this RFP process per the instructions in this Request for Proposals (under “Obtaining RFP Documents”) may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a proposal as being nonresponsive or negatively impact the evaluation of a proposal. Proposal files shall be clearly labeled per the instructions provided and submitted electronically.

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SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT

3.1 Request for Clarifications/Questions:

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

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

3.2 Proposers Ethical Behavior:

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

3.3 Proposals to Remain Open:

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

3.4 Right to Accept or Reject Proposals:

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

3.5 Responsibility of Proposer:

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

3.6 Insurance:

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

3.7 Public Record:

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

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B. Although the California Public Records Act (“CPRA”) recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked “Confidential,” “Trade Secret,” Proprietary,” or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction.

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

3.8 Cost Related to Proposal Preparation:

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

3.9 Compliance with Law:

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

3.10 Licenses, Permits, Fees and Assessments:

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

3.11 Investigations:

The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City

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may request. The City reserves the right to reject any proposal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein.

3.12 Non-Collusion:

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

3.13 Signed Proposal and Exceptions:

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

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

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

3.15 Form of Agreement:

The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Contract Services Agreement (see Section 8). Please note that the Exhibits are intentionally not complete in the attached sample standard document.

These exhibits will be negotiated with the selected firm and will appear in the final Contract Services Agreement executed between the parties.

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

We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled “Conflict of Interest” and “Covenants Against Discrimination” and recommend all firms carefully consider these

Q – Page 652 of 1386

contractual requirements prior to submitting a proposal in response to this RFP.

Firms that submit a proposal in response to this RFP shall certify the following:

A. Conflict of Interest. Proposer acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Proposer enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Proposer warrants that Proposer 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.

B. Covenant Against Discrimination. In connection with its performance under this Agreement, Proposer 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”). Proposer 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, Proposer certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Proposer 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 Proposer 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.

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SECTION 4 – SCOPE OF WORK

4.1 Background:

The Palm Springs Convention Center (PSCC), a cornerstone of the city’s hospitality and tourism economy, has served as a premier venue for conferences, exhibitions, and community events since its original construction in 1984. A major expansion and modernization effort was completed in 2005, significantly increasing the facility’s capacity and enhancing its amenities. Despite these improvements, many of the PSCC’s core systems, finishes, and functional spaces, now require further upgrades to meet current industry standards and user expectations.

In response to evolving market demands and the need to maintain competitiveness in the regional convention landscape, the City of Palm Springs is initiating a comprehensive renovation and expansion of the PSCC. This project is intended to address deferred maintenance, improve operational efficiency, and enhance overall visitor experience through renovation, expansion and updating the master plan. It also supports the City’s broader goals of economic development, sustainability, and community engagement.

4.2 Scope:

A. Consultant shall provide owner representative services for the PSCC Renovation and Expansion Project that is expected to be delivered in multiple stages. The sequence of the work is structured so that renovations and repairs can be bundled, issued for solicitation, and executed quickly. Subsequent stages will design a more challenging connectivity project and expansion to the east side of the complex and ultimately update the PSCC master plan, both of which are more time intensive and will require public engagement. A further advantage of the multistage implementation strategy is its alignment with the funding program, which is currently being finalized.

B. The project is generally defined in three stages:
a. Stage 1: Interior and Exterior Renovations and Miscellaneous Capital Projects, to included, but not limited to the improvements outlined in Section 4.2 I, Asset Assessment, Attachment “H”. These improvements are grouped as follows:
i. General Building
ii. Mechanical
iii. Electrical
iv. Plumbing
v. Fire Life Safety
vi. Information Technology
vii. Food Services
viii. Palm Springs Visitor Information Center
b. Stage 2: Urban Connectivity Project
i. Planning and design of a district scale urban connectivity strategy that links the Palm Springs Convention Center with adjacent properties and the downtown core and identities the PSCC district in harmony with the world class destination of Palm Springs.
ii. Development of a comprehensive design vision and implementation strategy for an urban connector that enhances vehicular, pedestrian, and bicycle access between the PSC and its surrounding downtown context.

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iii. In addition, a major component of the scope of work includes branding and marketing specialists being integrated with the urban design and project team that establishes a convention center district identity that will visually connect the user and the PSCC from the facility to downtown. c. Stage 3: East Expansion (future phase to be negotiated) Consultant services which may be required include, but are not limited to the following areas:

C. Design Review and Contract Administration
a. Managing the Architecture and Engineering firm, LMN o2 Architecture, Urban Designer for the Convention Center Connector Project, Globalmelk, and Branding and Marketing firm, Multistudio, responsible for the Palm Springs Convention Center Renovation and Expansion Project.
i. Professional Services Agreement No. 25Q414 for Convention Center Architectural and Engineering Services: 1F - AGREEMENT NO. 25Q414.pdf
ii. Professional Services Agreements No. 25Q441 and 25Q442 for the Convention Center Connector Project (Urban Design and Branding and Marketing): 1J - APPROVE PROFESSIONAL SERVICES AGREEMENT NO. 25Q441AND 25Q442.pdf
b. Co-Represent City at meetings as part of the Owner Project Team to ensure City’s interests are paramount and protected.
i. Owner’s project team will include the Chief Economic Development Officer who represents the City Manager’s Office and the City Engineer, and Finance Director and with other various departments informing the process from time to time.
c. Coordinate design and engineering criteria, scope of work, and special elements with City stakeholders.
i. City stakeholders can include City department heads, City leadership in conjunction with key community members via the City Manager’s Stakeholder and Working Groups for the PSCC.
d. Report to city stakeholders on preparation and progress of Project plans and specifications.
e. Attend design and construction meetings to monitor progress of the Project.

D. Project Coordination and Communication
a. Develop project level and executive summary reporting. b. Coordinate Project team members, City departments and other stakeholders. i. Project team members to include, Owner, design team, facility management and staff, general contractor, financial consultants and other departments of the City as well as team members that are typically involved in projects of this scope and size.
c. Establish and maintain communication protocols between Owner and Project team.
i. This is in the form of regular Owner, Architect, Contractor (OAC) meetings. In this instance City staff includes City Engineer and Chief Economic Development Officer.

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ii. Coordinate construction activities to minimize disruption to ongoing convention center events and ensure coordination between construction schedule and operational need of the facility.
d. Prepare Project correspondence and Project presentations as needed. e. Prepare meeting agendas and facilitate meetings as required. f. Schedule Project meetings and presentations
g. Assist with responding to citizen inquiries and complaints. h. Function as liaison with all Project related issues and ensure that they are addressed, and that each member of the Project team is aware of their role in resolving the issues.
i. Preparation of reports
ii. Phase and construction phase schedules
iii. Preliminary documents
iv. Working drawings
v. Construction drawings
vi. Specifications
vii. Bid documents
viii. Construction cost estimates
i. Coordinate FF&E requirements and procurement.
j. Communicate changes to City stakeholders.

E. Program Compliance and Quality Assurance
a. Provide recommendations to improve the design or reduce costs with or without value engineering and while still maintaining the City’s overall vision, goals, and objectives.
b. Review all design phase submissions including but not limited to plans, specifications, and finish material samples
c. Perform constructability reviews in consultation with Owner. d. Participate in interdisciplinary coordination review of construction documents. e. Monitor the design, construction, and post-construction aspects of the Project to facilitate the completion within the Schedule.
f. Oversee risk assessment, mitigation, and management of the Project. g. Initiate corrective actions when necessary to achieve Project objectives. h. Attend final inspections of the Project.
i. Assist with Project close-out process.
j. Gather of warranties and owner’s manuals.

F. Project Controls
Review and comment on schedules submitted by consultants, contractors, and others (such as, but not limited to, event schedules and films) for conformance with scheduling requirements, consistent with Project construction plans and phasing, executability, proper resource allocation and other schedule-related requirements.

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a. Validate progress on Project schedule.
b. Assist with Project budget analysis, prepare budgetary cost estimates. c. Review cost estimates and provide independent cost analysis upon request. d. Provide analysis of Request for Clarification.
e. Maintain a complete set of permanent Project files and records.

G. Environmental
a. Coordinate Phase 1 Environmental Site Assessment (ESA). b. Coordinate Phase II ESA – subsurface environmental investigations to confirm and/or delineate the extent of contamination using laboratory analyses. c. Manage environmental remediation/clean-up and design, preparation of waste management plans, oversight of any remediation projects, and analyses to determine risk associated with soil or groundwater contamination, if needed.

H. Construction Administration and Inspection
a. Arrange and conduct pre-construction meetings, inviting general contractor, architect of record, and project stakeholders. Prepare minutes of preconstruction meeting for distribution to all attendees. b. Attend on-site construction meetings and maintain on-site Project documentation.
c. Provide and maintain sufficient field personnel to administer the Project. d. Conducting daily observation of construction Project for progress, workmanship and compliance with approved contract documents and applicable codes and regulations; and recommend changes, as necessary.
e. Review schedules, including activity sequences and duration, schedule of submittals and delivery schedule of long lead materials and equipment. Review contractor’s update and revisions as may be required to reflect actual progress of work.
f. Issuing daily observation reports for site and building, noting conditions of noncompliance with references to contract documents. g. Schedule and conduct weekly progress meetings to discuss contract issues, procedures, progress, problems, change orders, submittals, request for information (RFIs), deficiencies and schedules. Prepare minutes of progress meetings for distribution to all attendees.
h. Assist with the coordination of operations when utility outages, noise control, traffic control or security are required by the Project. i. Review contractor submittals and coordinate project architect’s/design consultant and City comments including resolving conflicts. j. Monitor and track RFCs, submittals, shop drawings, proposed change orders and revisions.
k. Review and evaluate proposed change orders. Review estimates for reasonableness and cost effectiveness and render recommendations to City. l. Coordinate and monitor material testing, HVAC air testing and balancing and other systems testing.

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m. Maintain cost accounting records on authorized work performed under contract unit costs and additional work performed based on actual costs of time (labor) and materials (T&M).
n. Develop a reasonable cost control system, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. Identify variances between actual and estimated costs and report such variances to City at regular intervals.
o. Assist City in coordinating services of other consultants (to include but not limited to geotechnical, NPDES, materials testing, deputy inspection, special laboratory testing) that may be hired or selected for the project. p. Coordinate with project architect/design consultant contractor’s requests for interpretation or clarification of meaning and intent of project plans and specifications.
q. Track quantities of work completed for progress payment. Develop and implement procedures for review and processing of progress [payment applicat6ions. Assist City with review and certification for payment. r. Review monthly contractor payment application including construction progress to confirm percent complete by trades.
s. Establish procedures and monitor contractor compliance with federal and state prevailing wage regulations and requirements.
t. Monitor Project commissioning process, including equipment testing, functional performance tests and building integration of inter-related systems. u. Coordinate and track all required special inspections and material testing. v. Review special inspection and material testing reports to verify conformance with approved Project drawings and specifications.
w. Monitor punch list for entire project including Substantial Completion and Final Completion inspections and confirm completion of deficiencies. x. Issue preliminary and final punch list, including schedule for punch list completion. Evaluate completion of work and recommend to City when work is ready for final inspection.
y. Conduct final inspection/walk through with City staff, maintenance/service personnel and project architect/design consultant.
z. Secure and transmit required guarantees, certifications, affidavits, leases, easement deeds, operating and maintenance manuals, warranties and other documents as stipulated in contract documents.
aa. Review and process contractor’s request for final payment and release of retention.
bb. Coordinate Site availability for the Palm Springs Internation Film Festival (PSIFF) from December 15, through January 15 annually, and ensure all construction activity is completed as may be required by PSIFF.

I. Asset Assessment: See Attachment H, Asset Assessment for Palm Springs Convention Center.

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4.3 Schedule:

A. Work shall commence on the Effective Date and is expected to be completed by December 31, 2028.

B. Current project planning is based on the following milestones:

Convention Center
Remodel (LMNO2)
Urban Connectivity
MELK/Multi-Studios
Convention
Center Expansion
(LMNO2)
2026 Q2 Stage 0 – Stakeholder and
Consultant Engagement –
Cost Matrix – Overall
Project Schedule -Define
Stage 1 and 2 Scope
Stakeholder
Engagement and
Interactive Workshops
2026 Q3 Interior Renovation –
finalize scope, design, and
begin phased construction
Public Engagement –
First Ideas and
Recommendations
Public Festivals and
Interactive Exhibits
Begin Desing
2026 Q4 Interior Renovation
construction continued
Presentations to Public
and Council on Master
Plan
Design
2027 Q1 Interior Renovation
construction continued
RFP for Construction
Documents (may not be
MELK)
Design
2027 Q2 Interior Renovation
construction continued
Design Complete Design
Bid Construction
2027 Q3 Interior Renovation
construction continued
Complete Design Construction
2027 Q4 Interior Renovation
construction continued
Bid Construction Construction
2028 Q1 Construction Construction
2028 Q2 Construction Construction
2028 Q3 Construction Construction
2028 Q4 Construction Construction

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4.4 Compensation:

A. Work shall be compensated on a not to exceed basis for Stage 1 and Stage 2.

B. Consultant’s not-to-exceed hourly rates schedule shall be the basis to engage in negotiations Owner’s Representative services for Stage 3 East Expansion.

C. 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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SECTION 5 – PROPOSAL FORMAT AND ORGANIZATION

5.1 Proposal Requirements:

The firm’s proposal should describe the methodology to be used to accomplish the project objectives. The proposal should also describe the work which shall be necessary in order to satisfactorily complete the described requirements.

Please note: this RFP cannot identify each specific, individual task required to implement this project successfully and completely. The City of Palm Springs relies on the professionalism and competence of the selected firm to be knowledgeable of the general areas identified in the scope of work and to include in its proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc. Proposal Format:

Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6 below. The proposals must be in an 8 ½ X 11 format, minimum 10pt font size, minimum ¾” margins, and may be no more than a total of 40 electronic pages, including cover letters, organization charts, staff resumes, and appendices. NOTE: Front and Back Covers, Dividers, Attachment’s “A”, “B”, “C”, “D”, “E”, and “F” and Addenda acknowledgments, and the Cost/Rates Proposal (*in a separate electronic file) do NOT count toward the limit (everything else does).

5.2 Proposal Content:

A. Proposers must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here.

B. Each Proposal Package must include two separate electronic files as follows:

Electronic File #1, clearly marked “Technical Proposal”, shall include the following items:

Technical Proposal: The Technical Proposal (Electronic File #1) shall be clearly marked as per the instructions above and shall include the Sections A, B, C, D and E below:

Section A: Firm (including any subcontractors) Qualifications and Experience including References
A.1 Company Overview. Please provide a description of the services that your company has provided in other cities, how long you have been in operation, and any unique features of the services you offer.

Please also include how you meet the minimum requirements that will be scored on a pass fail basis.

A.2 Indicate the name of any sub-contractor firms or contractors that will be utilized to make up your team. Describe each sub-contractor’s qualifications, background, and specific expertise that they bring to the Project.

A.3 References. Include a minimum of three references on the form provided of recent customers for who your firm has provided similar services as contemplated herein and include it with the forms section of your proposal. In addition to the form, in this section of your proposal please provide any additional information that would explain in more detail the work undertaken with the references provided and any other material information you would like the City

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to know about your work for that reference that is relevant to the work described in this RFP.

Section B: Staff, Teams (including any subcontractors) qualifications and experience
B.1 Staffing. The proposers shall provide a description of how they plan to staff the project, including any local hires that they would need to make or local partnerships that they would need to establish to ensure successful program implementation.

B.2. List the name and qualifications of the key staff/team members that will be assigned to the Project. Provide detailed qualifications of the Project Manager that will be assigned to the Project.

B.3. Partners. The respondent should list any organizations they plan to partner with to implement the scope of work.

Section C: Demonstrated understanding of the overall project and requested scope of work
C.1 Proposed Approach for Implementing the Scope of Work. Please describe how you would approach the Scope of Work for the City of Palm Springs. This would include how you would address or enhance the tasks in the Scope of Work and how you would partner with the City to implement the service.

C.2 Anything else the City should consider as part of this process.

Proposers should provide any insights or advice they feel may assist the City in implementing the Scope of Work.

C.3 Identify any “key” or “critical” issues that you believe may be encountered based on the firm’s prior experiences; and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the service.

Section D: Local Preference
D.1 List all team members with local expertise. Clearly define their role in the overall project.

Pursuant to the City of Palm Springs Local Preference Ordinance 1756, in awarding contracts for services, including consultant services, preference to a Local Business shall be given whenever practicable and to the extent consistent with the law and interests of the public. The term “Local Business” is defined as a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or proposal opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis and holds a valid business license by a jurisdiction located in the Coachella Valley. “Coachella Valley” is defined as the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the Little San Bernardino Mountains on the east and north. For the purposes of this definition, “Coachella Valley” includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs.

Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address.

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The proposer will also, to the extent legally possible, solicit applications for employment and proposals for subcontractors and subconsultants for work associated with the proposed contract from local residents and firms as opportunities occur and hire qualified local residents and firms whenever feasible.

In order for a business to be eligible to claim the preference, the business MUST request the preference in the Solicitation response (see Attachment A) and provide a copy of its current business license (or of those it employs for this project) from a jurisdiction in the Coachella Valley. A non-local business that requests the preference based on employing local residents must provide proof of full-time primary residency from a jurisdiction in the Coachella Valley with the proposal. The City reserves the right to determine eligibility.

Section E: Forms: - Please include the following completed forms with your technical proposal
a. Completed Signature authorization and Addenda Acknowledgment (see Attachment A)
b. If applicable, your specific request for Local Preference (reference Attachment A) and a copy of a valid business license from a jurisdiction in the Coachella Valley.
c. Completed Affidavit of Non-Collusion (see Attachment B) d. Completed No Conflict of Interest and Non-Discrimination Form (Attachment C)
e. Completed Public Integrity Business Disclosure Form (Attachment D) f. Complete the Reference form (Attachment E)
g. Complete the Executive Order N-6-22 Certification (Attachment F) Electronic File #2, clearly marked “Cost Proposal”, shall include the following:

Section F: Cost Proposal:

Proposers must use the cost proposal form provided as Attachment “G” in this RFP. The cost proposal file shall be named “RFP 05-26 Proposer Name Cost Proposal”. The Cost Proposal shall be based on a not to exceed cost that is inclusive of all costs to perform the scope of work.

Failure to use the Cost Proposal form provided by the City will be cause for rejection of a proposal. Do NOT include Sections A-E in the Cost Proposal, Electronic File #2.

5.3 Submission of Proposal:

The two electronic files shall be uploaded to the PlanetBids vendor portal at the following link: https://pbsystem.planetbids.com/portal/47688/portal-home and then selecting the RFP.

All submissions must be time and date stamped by the system as being received by the deadline. Late submissions will be rejected.

Proposals not meeting the above criteria may be found to be non-responsive.

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SECTION 6 – PROPOSAL EVALUATION

6.1 Evaluation of Proposals:

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

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

Criteria Points
Minimum Requirements Pass/Fail
Firm’s (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP, including References
30 Staff / Team’s (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP 30 Demonstrated Understanding of the overall project and requested Scope of Work
35 Local Preference * 5
Total Points** 100
*Note: Firms that qualify as a Local Business, and submit a valid business license as more fully set forth in this RFP, pursuant to the City of Palm Springs Local Preference Ordinance 1756). The full local preference, five points, may be awarded to those that qualify as a Local Business.

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

Best and Final Offers – The City reserves the right to ask for Best and Final Offers where costs are over budget.

6.2 Selection Process and Award of Contract:

Selection will be made by totaling the points for the proposals and interviews if required.

The Proposer with the highest number of points will move onto financial negotiations, if required, to provide of a fair and reasonable price and if successful will be recommended

Q – Page 664 of 1386

for award of the contract. If the negotiations are not successful, the process may continue with the next highest ranked Proposer. The City reserves the right to negotiate the terms and conditions of any resulting contract. Final contract award, if any, will be made by the Palm Springs City Council or City Manager depending on value. The selected firm will be required to comply with all insurance and license requirements of the City.

Q – Page 665 of 1386

SECTION 7 – RFP FORMS
ATTACHMENT “A”- Signature Authorization Form, including Addenda acknowledgment. *Must be completed and included with Work/Technical Proposal electronic file #1.

ATTACHMENT “B” - Non-Collusion Affidavit Form. *Must be completed and included with Work/Technical Proposal electronic file #1.

ATTACHMENT “C” – No Conflict of Interest and Non-Discrimination Form. *Must be completed and included with Work/Technical Proposal electronic file #1.

ATTACHMENT “D” – Business Disclosure Form. *Must be completed and included with Work/Technical Proposal electronic file #1.

ATTACHMENT “E” – Reference Form. *Must be completed and included with Work/Technical Proposal electronic file #1.

ATTACHMENT “F” - Executive Order N-6-22 Certification *Must be completed for state funded work and included with the Technical Proposal file #1.

ATTACHMENT “G” – Cost Proposal Form. *Must be completed and included in a separate electronic file #2 – do not include this with your Work/Technical Proposal, electronic file #1.

Q – Page 666 of 1386
ATTACHMENT “A”

SIGNATURE AUTHORIZATION
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT
*THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)*
NAME OF COMPANY(PROPOSER):
________________________________________________________________________ BUSINESS ADDRESS:_____________________________________________________ ________________________________________________________________________ TELEPHONE: ______________CELL PHONE___________ ___FAX______________ CONTACT PERSON____________________EMAIL ADDRESS____________________ ADDENDA ACKNOWLEDGMENT:

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

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

Addendum(s) # _______________ is/are hereby acknowledged.

A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. ____________________________________________________

PRINTED NAME AND TITLE
____________________________________________________

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

1. If successful, the contract language should refer to me/my company as:
____ An individual;
____ A partnership, Partners’ names:
____ A company;
____ A corporation If a corporation, organized in the state of: __________

2. My tax identification number is: ___________________________________ Please check below IF your firm qualifies as a Local Business as defined in the RFP:
____ A Local Business (licensed within the jurisdiction of the Coachella Valley).

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

Q – Page 667 of 1386
ATTACHMENT “B”

NON-COLLUSION AFFIDAVIT
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT
*THIS FORM MUST BE COMPLETED EXECUTED BY PROPOSER AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)*
The undersigned, deposes and says that he or she is
of
, the party making the foregoing Proposal. That the Proposal is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal.

Signature: ______________________________________________ Title: _____________________________________________

Q – Page 668 of 1386
ATTACHMENT “C”

CITY OF PALM SPRINGS, CA

CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT

THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)
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.

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.

NAME OF CONSULTANT/VENDOR: ________________________________________ NAME and TITLE of Authorized Representative:
(Print) ______________________________________________________________ Signature and Date of Authorized Representative:
(Sign) ____________________________________________ (Date) ________________

Q – Page 669 of 1386
ATTACHMENT “D”

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT

THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR STATEMENT OF

QUALIFCATIONS
Why Must I File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials.

Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.

Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with a beneficial ownership interest of five percent (5%) or more.

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

What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) you must make these disclosures in relation to the applicant entity, and also in relation to any related entity that owns a part of, or makes a profit based upon the business of the applicant entity. Disclosures may include parent, subsidiary or affiliated entities of the applicant entity; (2) if any entity that is not a natural person serves as the applicant entity (e.g. as a member of the applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed.

B. The names of persons owning a beneficial interest of five percent (5%) or more in your entity, Owners/investors who have such an interest hold either investment power or voting power, i.e., they can (i) sell or transfer their interest, or (ii) vote their interest in management decisions.

NOTE: USE ADDITIONAL PAGES AS NECESSARY
What if I Have Questions?
If you have any questions about how to complete this form, please contact the Office of the City Clerk, (760) 323-8206, [email protected].

Q – Page 670 of 1386
CITY OF PALM SPRINGS – PUBLIC INTEGRITY

DISCLOSURE

APPLICANT DISCLOSURE FORM
(Revised 05/16/19)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note:

If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity  Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other

Q – Page 671 of 1386

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.

Q – Page 672 of 1386
City of Palm Springs, CA.

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

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

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

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

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

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

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

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

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

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

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ATTACHMENT “E”

REFERENCES
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT
Reference 1
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Reference 2
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Reference 3
Organization name: Contact and title:

Address: Phone number:

Email Address:

Effective date of contract: Value of Contract:

Description of products/services provided:

Q – Page 674 of 1386
ATTACHMENT “F”
EXECUTIVE ORDER N-6-22 CERTIFICATION
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

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

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

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

Signature:

Printed Name:

Title:

Firm Name:

Date:

Q – Page 675 of 1386
ATTACHMENT “G”

COST PROPOSAL
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT

THIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPARATE ELECTRONIC FILE #2 “Cost Proposal”, NOT with Electronic File #1, Technical/Work Proposal*) Proposer shall submit a not-to-exceed hourly rate schedule(s) for all services outlined in Section 4 of the RFP. Hourly rates schedule(s) shall be submitted with Attachment “G” Cost Proposal, Electronic File #2.

ITEM DESCRIPTION Unit of Measure TOTAL
1 Stage 1: Renovation Not-to-Exceed
2 Stage 2: Connectivity Not-to-Exceed
Total Not-to-Exceed (line 1 and 2)
A. Schedule of Values (SOV). Within 10 days of notice of the intent to award of this contract, Consultant shall submit for the City’s review and approval an SO for the not-to-exceed cost proposal items of the Project. The Schedule of Values will:
a. Subdivide the Project into its respective parts,
b. Include values for all items comprising the Project, and c. Serve as the basis for monthly progress payments made to the Consultant throughout the Project.

B. The City is the sole judge of acceptable numbers, details, and description of values established. If, in the opinion of the City, a greater number of SOV items than is proposed by the Consultant are necessary, add the additional items identified by the City. When requested by the City, provide substantiating data in support of the SOV.

C. Incorporate the SOV into the cost loading function of the Schedule. Monthly progress payment amounts for Not-to-Exceed items shall be determined from the monthly updates of the Schedule activities.

D. Following acceptance of the SOV, incorporate the changes (if any) into the cost loading portion of the Schedule. Where coordination of the Schedule and the SOV requires changes made to one or both documents, propose changes to the SOV and to the Schedule activities to satisfy the Schedule cost loading requirements.

E. Update and submit these listings in conjunction with the Schedule monthly submittals.

F. Incorporate approved Amendments in the Schedule into the SOV as single units identified by the Amendment number.

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G. Changes to the Schedule which add activities not included in the original Schedule but included in the original Project shall have values assigned as accepted by the City. Other activity values shall be reduced to provide equal value adjustment increases for added activities as accepted by the City.

H. In the event that Consultant and City agree to make adjustments to the original SOV because of inequities discovered in the original accepted SOV, increases and equal decreases to values for activities may be made.

I. The payment for the preparation of the SOV shall be included in the total Not-to-Exceed amount, (“Maximum Contract Amount”).

Firm Name:

Signature of Authorized Person:

Printed Name:

Title:

Date:

Q – Page 677 of 1386
ATTACHMENT “H”

ASSET ASSESSMENT FOR PALM SPRINGS CONVENTION CENTER
REQUESTS FOR PROPOSALS (RFP 05-26)
OWNER’S REPRESENTATIVE FOR PALM SPRINGS CONVENTION CENTER

RENOVATION AND EXPANSION PROJECT

Q – Page 678 of 1386
SECTION 8 – SAMPLE AGREEMENT
Note: This Agreement must be reviewed by Proposers for acceptance during the RFP process, and any changes or questions must be addressed during the question-andanswer period outlined in the RFP. The City will not accept any changes to the agreement after the question period is closed. Proposals submitted with exceptions to scope and agreement terms will not be moved forward in the evaluation process.

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SAMPLE BOILERPLATE AGREEMENT – EXHIBITS

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

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

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

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

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

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.

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”),

Q – Page 680 of 1386

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

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

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

1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly 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 [***INSERT NOT TO EXCEED COMPENSATION AMOUNT IN WRITTEN FORM***] ($XX.XX) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. 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

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the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10th) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.

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 [***INSERT TIME PERIOD, E.G., WEEKS/MONTHS/YEARS***], commencing on the Effective Date, and ending on [***INSERT AGREEMENT END DATE***], unless extended by mutual written agreement of the Parties. However, the term shall not exceed [***INSERT AGREEMENT TERM LENGTH***] from the Effective Date, except as otherwise provided in the Schedule of Performance described in Section 3.4 below.

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

Q – Page 682 of 1386

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 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:
[***INSERT NAME AND TITLE OF CONSULTANT’S REPRESENTATIVE***] 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

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

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

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

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

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

4.5 California Labor Code Requirements.

A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total

Q – Page 684 of 1386

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

5. INSURANCE

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

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

X required
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

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certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.

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

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

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

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

5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all

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deductibles and self-insured retentions. City reserves the right to reject deductibles or selfinsured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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