Palm Springs City Council
June 30, 2026

CITY OF PALM SPRINGS

Special Meeting Agenda

JUNE 30, 2026
5:00 PM Open Session

Council Chamber
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Palmspringsca.gov

CITY COUNCIL

AND AS SUCCESSOR AGENCY TO THE

COMMUNITY REDEVELOPMENT AGENCY

Naomi Soto, Mayor
David Ready, Mayor Pro Tem
Jeffrey Bernstein, Councilmember
Grace Elena Garner, Councilmember
Ron deHarte, Councilmember

Scott Stiles, City Manager

A

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5:00 PM SPECIAL MEETING:

CALL TO ORDER:

PLEDGE OF ALLEGIANCE:

ROLL CALL:

PRESENTATIONS: None.

ACCEPTANCE OF THE AGENDA:

The City Council will discuss the order of the agenda, may amend the order, add urgency items, note abstentions or "no" votes on Consent Calendar items, and request Consent Calendar items be removed from the Consent Calendar for discussion. The City Council may also remove items from the Consent Calendar prior to that portion of the Agenda.

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1. BUSINESS & LEGISLATIVE ITEMS:

A. APPROVE CONTRACT SERVICES AGREEMENT FOR FOOD AND

BEVERAGE SERVICES AT THE PALM SPRINGS CONVENTION
CENTER

RECOMMENDATION:

1. Approve a Contract Services Agreement (Attachment A) for Food and Beverage Services at the Palm Springs Convention Center;

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

ADJOURNMENT:

AFFIDAVIT OF POSTING

State of California )
County of Riverside ) ss.

City of Palm Springs )

I, Brenda Pree, City Clerk of the City of Palm Springs, California, hereby certify this Agenda

was delivered to each member of the City Council, provided to all parties who have requested such notice, posted at City Hall before 5:00p.m., on June 29, 2026, and posted on the City’s website as required by established policies and procedures.

Brenda Pree, MMC, CERA
City Clerk

PUBLIC NOTICE

Pursuant to G.C. Section 54957.5(b)(2) the designated office for inspection of records in connection with the meeting is the Office of the City Clerk, City Hall, 3200 E. Tahquitz Canyon Way. Complete Agenda Packets are available for public inspection at: City Hall Office of the City Clerk. Agenda and staff reports are available on the City’s website www.palmspringsca.gov. If you would like additional information on any item appearing on this agenda, please contact the Office of the City Clerk at (760) 323-8204

Pursuant to G.C. Section 65009(b)(2) if you challenge any action taken concerning a public hearing item in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing.

It is the intention of the City of Palm Springs to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a participant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the City will attempt to accommodate you in every reasonable manner. Please contact the Office of the City Clerk, (760) 323-8204, at least 48 hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible.

CITY COUNCIL STAFF REPORT
DATE: JUNE 30, 2026 BUSINESS & LEGISLATIVE
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT FOR FOOD AND

BEVERAGE SERVICES AT THE PALM SPRINGS CONVENTION
CENTER
FROM: Scott C. Stiles, City Manager
BY: Office of the City Manager
SUMMARY:

The existing Agreement for food and beverage services for the Palm Springs Convention Center is between the City and Savoury’s Good Earth Cuisine, Inc., as assigned to the City on September 28, 2025, with a term through June 30, 2026. This action will approve Contract Services Agreement 26P118 with Ovations Fanfare L.P. dba OVG Hospitality for an initial 5-year term.

RECOMMENDATION:

1. Approve a Contract Services Agreement (Attachment A) for Food and Beverage Services at the Palm Springs Convention Center;

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure is included as Attachment B.

BACKGROUND:

On July 21, 2025, City Council, in tandem with the approval of the Convention Center and Tourism Management Services Agreement, approved the assignment of vendor contracts between ASM Global to the City during the transition from ASM Global to OVG for the operations and management agreement for the Palm Springs Convention Center. At that time, the food and beverage contract was an exclusive agreement between ASM Global and Savoury’s. This agreement expired on September 27, 2025, coterminous with the expiration of the ASM Global Contract. Encore, the facility’s Audio/Visual vendor, also

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had a contract expiring on September 27, 2025, and both were assigned temporarily to the City.

The current agreement with Savoury's Good Earth Cuisine, Inc., (Savoury) is a commission-based concession in which the contractor functions as the economic principal of the food and beverage operation, absorbing all operating costs and remitting a tiered percentage of Gross Receipts. The proposed agreement with Ovations Fanfare, L.P. (dba OVG Hospitality) is a management fee structure in which the City is the economic principal: revenues and Direct Operating Costs are run through a City- controlled account, the City retains Net Profit subject to defined splits, and the contractor is compensated through a fixed Management Fee and a smaller commission. The proposed agreement also reflects the City's resumption of direct contracting authority following the conclusion of the prior SMG management arrangement. Further contract comparison is detailed below.

On June 24, 2026, City Council considered item, 3.B., Attachment C, for the approval of Contract Services Agreement 26P118 with Ovations Fanfare L.P. dba OVG Hospitality (Ovations) with a revenue based commission of 7.5% on gross receipts and 15% on net profit for food and beverage services at the Palm Springs Convention Center for an initial 5-year term commencing on July 1, 2026, and continuing through June 30, 2031, with a 5-year optional extension at the sole discretion of the City. City Council continued this item and directed authority to the City Manager to extend the Savoury Agreement through July 9, 2026, and directed conversations with Ovations and Savoury with the City Manager, BBK, Conventional Wisdom and City Council liaisons (Negotiations Committee) with Savoury and Ovations to discuss opportunities to collaborate.

STAFF ANALYSIS:

Following the conclusion of the June 24, 2026, Council meeting Best Best & Krieger LLP (City Attorney’s firm) have facilitated continued negotiation services with Ovations and Savoury.

Members of the Negotiations Committee had a number of discussions with Savoury’s and Ovations commencing on Thursday, June 25 and continuing through June 29, 2026.

As a result of the above meetings revisions to Contract Services Agreement 26P118 are outlined below and included as a redline in Attachment A.

Modifications to Exhibit “A” Scope of Services:

1. Article 1 Definitions
a. Catering and Concession Services means the exclusive sale and provision of food and beverage services and the other privileges granted to and duties imposed upon Contractor by this Agreement for City for the Convention Center, except for items found in Exhibit D, Buy Out and as otherwise outlined in this Agreement.

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b. Subcontracts and Subcontractors means any person or any entity, other than Outside Caterers, who contracts with Contractor to provide goods or services to Users at the Center. Use of Subcontracts or Subcontractors shall be in accordance with the City’ Local Business Preference Program (Program).

2. Article 4 Services
a. 4.1.1 The Contractor shall provide Catering and Concession Services and Novelty Services, and all other food and beverage services required by this Agreement for City. Such services shall be provided on an exclusive basis, so that no other party shall have the right to provide such services at the Convention Center without the prior written consent of Contractor, except for items outlined in Exhibit D Buy Out and the Palm Springs International Film Society’s International Film Awards & Gala for 2027 and 2028, only (provided that the third parties described on Exhibit D and Palm Springs International Film Society’s International Film Awards & Gala must meet Contractor’s insurance requirements and must not sell or service alcohol except through Contractor).
b. 4.2.6.4 Contractor agrees to use local products and vendors whenever reasonable located in the Greater Coachella Valley area that are unique to Palm Springs and will provide a “sense of place” reflecting the City’s diversity and culture when operated at the PSCC, such as restaurants, food trucks, or other products (“Local Brands”). Local Brands may be operated by their local management teams at the PSCC to maintain the full authenticity of the concepts and brands. Local Brands are very important to the City so that Local Brand cuisines and experiences are featured in the PSCC food and beverage program as subcontractors to the Contractor. Contractor and City agree to execute an Exhibit A-1 to outline the objective requirements for Contractor’s use of Local Brands (to be measured by percentage of annual Gross Receipts) and a reasonable monetary remedy to encourage compliance. This Exhibit A-1 will be negotiated within 30 days of the Effective Date and return to the City Council for consideration.
c. 4.3.1.3 Notwithstanding the foregoing, the provisions of this Article

4.3.1, Published Prices shall not apply to the prices to be charged by Contractor for alcoholic beverages it may offer for sale at the Center. Prior to implementing any price change for any alcoholic beverages, Contractor agrees to Consult with the Facilities General Manager to obtain their input thereto. Nonetheless, the determination of the prices to be Charged for alcoholic beverages for sale at the Center shall rest solely with Contractor. d. 4.4.4.5 Providing quarterly updated statistics on community partnerships with local food purveyors, use of Local Brands, food donation services and sustainability efforts.

3. Article 6 Rights and Obligations of Contractor
a. 6.1.6 Contractor shall have the exclusive right to provide alcoholic beverages at any event held at the Center, including without limitation for

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the Palm Springs International Film Society’s International Film Awards & Gala for 2027 and 2028.
b. 6.1.3 Local Brands. Contractor shall provide a variety of innovative facility design concepts at the PSCC create a mix that includes, at a minimum, well know market-tested local or regional branded concepts, or proprietary brands through use of Local Brands at the PSCC in accordance with Exhibit A-1.
c. 6.5 Scheduled Events. Contractor shall serve as the PSCC exclusive food and beverage provider at all scheduled events, except as provided for in Exhibit “D” and the Palm Springs International Film Society’s International Film Awards & Gala for 2027 and 2028 only (provided that the third parties described on Exhibit D and Palm Springs International Film Society’s International Film Awards & Gala must meet Contractor’s insurance requirements and must not sell or service alcohol except through Contractor).
d. 6.7 City Use and Local and Community Non-Profit Group Use. During the Accounting Year, Catering and Concession services are available to the City in the Center for City Use events at actual cost and expense only for labor and food. “City Use” is defined in the Contract Services Agreement 25P206- Convention Center and Tourism Management Services. e. 6.7.3 Contractor and City agree to execute an Exhibit A-2 to outline the objective requirements for provision of food and beverage at the Facilities by Local and Community Non-Profit Groups. The parties will develop Exhibit A-2 to remove exclusivity for Catering and Concession Services up to a certain dollar threshold per event for these groups. Thresholds for this Exhibit A-2 will be negotiated within 30 days of the Effective Date and return to the City Council for consideration.

4. Article 11 Changes to City Policies
a. 11.13.3.2 Such labor organizations may include, but not be limited to, UNITE HERE Local 11, and UFCW 1167. Each Labor Harmony Agreement shall contain provisions under which the labor union, for itself and its members, agrees, at a minimum, to limit the right to engage in concerted economic action at the Convention Center aimed at bringing economic pressure to bear against the City and Contractor, including limitations of activities such as striking, picketing, lock outs, boycotting or any other disruptive labor action.

5. Article 12 Compensation
a. 12.1.5 Contractor agrees that for so long as total Gross Receipts in a given Accounting Year are $5.6 million or more, Contractor commits that the total commissions and other amounts paid to the City from Contractor’s operations from such year shall be at least $750,000 (and if actual commissions and other payments to City are less than $750,000 Contractor shall make an additional payment to the City within 45 days of the end of such Accounting Year to make up the difference). In the event total Gross

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Receipts in any Accounting Year are less than $5.6 million, the minimum commitment described in this Section 12.1.5 shall not apply to such year and instead the parties shall engage in good faith negotiations to reset the minimum commitment for the following Accounting Year.

6. Article 13 Accounting
a. 13.3.3.19 The cost of consulting fees paid to third parties for “special advisory services” up to $150,000 per year.
b. 13.4Non-Allowable Expenses. The following expenses shall not be included as Direct Operating Costs. Non-allowable expenses are to be paid by Contractor at its sole cost and expense.
c. 13.4.15 Costs associated with the initial purchase or installation of Enterprise Systems as defined in Article 8; such costs are included in either the amortization expense orf the Conventional Center Replacement Reserve Contribution which are Direct Operating Costs.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Economic Development.

FISCAL IMPACT:

The proposed agreement repositions the City from passive royalty recipient to operator- in-economic-substance, as outlined in the following tables.

The following tables and comparison details were provided by Chris Morgan, Regional Vice President, OVG Hospitality.

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Table 1 – Commission Deal
Table 2 – Management Fee

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A comparison of table 1 and 2 identify:
-$17.3M return on fee deal v $13.6M return on commission deal -$2.5M investment under fee deal v $1.25M under commission deal -Fee deal has a minimum annual guarantee of $750k while the commission deal has no minimum annual guarantee
Under the commission model, the following changes happen:
-No city use events at cost
-No community or non-profit use exceptions/special arrangements -Pricing decisions no longer made by city
-No reserve fund
REVIEWED BY:

Procurement & Contracting Manager: Tabitha Richards
Best Best & Krieger: Seth Merewitz
City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Services Agreement 26P118
B. Public Integrity Disclosure Form
C. June 24, 2026, Staff Report, Item 3.B.

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ATTACHMENT A
Contract Services
Agreement 26P118

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55575.38285\45161195.145161167.255575.38285\45161195.145161167.2

CONTRACT SERVICES AGREEMENT 26P118

FOOD AND BEVERAGE
THIS A GREEMENT F OR C ONTRACT S ERVICES – F OOD A ND B EVERAGE (“Agreement”) is made and entered into as of July 1, 2026, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Ovations Fanfare, L.P., a Pennsylvania limited partnership doing business as OVG Hospitality (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City r equires t he s ervices o f a q ualified f irm, f or c atering a nd c oncession management services ( “Project”) a t t he P alm S prings Convention Center (“Center” or “Convention Center”).

B. Contractor has submitted to City a proposal to provide catering and concession management services, under the terms of this Agreement.

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

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

NOW, T HEREFORE, i n c onsideration o f t he p romises a nd m utual o bligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. SERVICES OF CONTRACTOR

1.1 Scope of Services. In c ompliance w ith a ll t erms a nd c onditions o f t his Agreement, C ontractor a grees t o p erform t he c ontract s ervices s et f orth i n t he S cope o f Services described in Exhibit “ A” ( the “Services” or “Work” or “Scope of Services”), which is attached a nd i ncorporated h erein b y t his r eference. A s a m aterial i nducement t o t he C ity entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and contract services and that Contractor is experienced in performing the Work contemplated and, in light of such status and experience, Contractor covenants that it shall perform the W ork 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 (dated March 19, 2026); and, (4) the Contractor’s signed proposal submitted to the City (dated April 2 1, 2 026) a nd a ssociated d ocumentation a nd u pdates ( “Contractor’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and

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the Contractor’s Schedule of Compensation, which is attached as Exhibits “B” is incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Contractor’s Proposal. All provisions of the Scope of Services, the City’s Request for P roposals a nd t he C ontractor’s P roposal s hall b e b inding o n t he P arties. S hould a ny conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2nd) the provisions of the City’s Request for Proposal; (3rd) the terms of this Agreement; and, (4th) the provisions of the Contractor’s Proposal.

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

1.4 Licenses, P ermits, F ees, a nd A ssessments. C ontractor r epresents a nd warrants t o C ity t hat i t h as o btained o r w ill o btain a ll l icenses, p ermits, q ualifications, a nd approvals of whatever nature that are legally required to practice its profession and perform the Services r equired b y t his A greement. C ontractor r epresents a nd w arrants t o C ity t hat Contractor shall, as a Direct Operating Cost, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Contractor to perform the Work and Services under this Agreement.

1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor ( a) h as t horoughly i nvestigated a nd c onsidered t he S cope o f S ervices t o b e performed, (b) has carefully considered how the Services should be performed, and (c) f ully understands t he f acilities, d ifficulties, a nd r estrictions a ttending p erformance o f t he S ervices under t his A greement. I f t he S ervices i nvolve work u pon a ny s ite, C ontractor warrants t hat Contractor 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 Contractor discover any latent o r u nknown c onditions t hat w ill m aterially a ffect t he p erformance o f t he S ervices, Contractor s hall i mmediately i nform t he C ity o f s uch f act a nd s hall n ot p roceed e xcept a t Contractor's risk until written instructions are received from the City.

2. COMPENSATION

2.1 Contract Amount. For the Services rendered under this Agreement, Contractor shall b e c ompensated b y C ity i n a ccordance w ith t he S chedule o f C ompensation, w hich i s attached a s E xhibit “ B” a nd i ncorporated i n t his A greement b y r eference. T he m ethod o f compensation shall be as set forth in Exhibit “B.” The Schedule of Compensation shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City.

Contractor shall not be entitled to any increase in the Schedule of Compensation for attending these meetings.

2.2. Method of Payment. The method of Compensation shall be as specified in the Schedule of Compensation attached hereto as Exhibit “B”.

2.3 Changes i n S cope. In t he e vent a ny c hange o r c hanges i n t he S cope o f Services is requested by City and with mutual consent by the Contractor, Parties shall execute

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a written amendment to this Agreement, specifying such changes and any other amendments, including, but not limited to, any additional fees. An amendment may be entered into:

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

2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated b y t he C ity C ouncil f or e ach f iscal y ear c overed b y t he A greement. I f s uch appropriations a re n ot m ade, t he C ity s hall p rovide w ritten n otice t o C ontractor a nd t his Agreement s hall a utomatically t erminate w ithout p enalty t o t he C ity n o l ess t han n inety ( 90) days from Contractor’s receipt of such notice.

3. SCHEDULE OF PERFORMANCE

3.1 Term. U nless e arlier t erminated i n a ccordance w ith S ection 3 .2 o f t his Agreement, this Agreement shall continue in full force and effect for a period of five (5) years, commencing o n t he E ffective D ate, a nd e nding o n J une 3 0, 2 031. T he C ity, i n i ts s ole discretion, may extend the term of this Agreement for an additional five (5) years, commencing July 1 , 2 031 a nd e nding J une 3 0, 2 036, b y p roviding w ritten n otice t o C ontractor o f s uch extension no later than March 31, 2031.

3.2 Termination P rior t o E xpiration o f T erm. E ither p arty m ay t erminate t his Agreement if the other party to this Agreement is in default under this Agreement. A party shall be in default if: ( a) such party f ails t o pay any sum payable under t his Agreement within 45 calendar days after the same is due and payable and written notice specifying the late payment is provided; or (b) such party fails in any material respect to perform or comply with any of the other terms, covenants, agreements, or conditions of this Agreement and such failure continues for more than 30 calendar days after written notice from the other party (“Event of Default”). In the event that such a default (other than a default in the payment of money) is not reasonably susceptible to being cured within the 30 day period, the defaulting party shall not be considered in default if it shall within such 30 day period have commenced with due diligence to cure such default and thereafter completed with due diligence the curing of such default. In the event of an Event of Default, the non-defaulting party may, in its sole discretion, extend the time for the other party to perform the applicable obligation(s) hereunder for a period of time acceptable to such Party beyond the cure period set forth in this Section terminate this Agreement by giving written notice (as required under this Section of such termination to the other party.

3.3 Schedule of Performance. Contractor shall commence the Services under this Agreement u pon t he E ffective D ate a nd s hall p erform a ll S ervices w ithin t he t ime p eriod(s) established in this Agreement.

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement m ay b e e xtended b ecause o f a ny d elays d ue t o a F orce M ajeure E vent, i f Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure E vent. A F orce M ajeure E vent s hall m ean a n e vent t hat m aterially a ffects t he

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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 i ssuance o f p ermits o r a pprovals b y g overnmental a uthorities t hat a re r equired f or t he Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders o f g overnmental a uthorities,” i ncludes o rdinances, e mergency p roclamations a nd orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity a s a m unicipal a uthority. A fter C ontractor n otification, t he C ontract O fficer s hall investigate the facts and the extent of any necessary delay, and extend the time for performing the S ervices f or t he p eriod o f t he e nforced d elay w hen a nd i f, i n t he C ontract O fficer’s judgment, s uch d elay i s j ustified. T he C ontract O fficer’s d etermination s hall b e f inal a nd conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4. COORDINATION OF WORK

4.1 Representative o f C ontractor. T he f ollowing p rincipal o f C ontractor i s designated as being the principal and representative of Contractor authorized to act in its behalf and m ake a ll d ecisions with r espect t o t he S ervices t o b e p erformed u nder t his A greement:

Contractor’s Food Services G eneral Manager at t he Project. However, such individual is not authorized to bind Contractor to any amendment of this Agreement. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal i s a s ubstantial i nducement f or C ity t o e nter i nto t his A greement. Therefore, t he foregoing p rincipal s hall b e r esponsible d uring t he t erm o f t his A greement f or d irecting a ll activities o f C ontractor a nd d evoting s ufficient t ime t o p ersonally s upervise t he S ervices performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her City employee designee ( "Contract O fficer"). C ontractor s hall b e r esponsible f or k eeping t he Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

4.3 Prohibition A gainst S ubcontracting o r A ssignments. The e xperience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a s ubstantial i nducement f or C ity t o e nter i nto t his A greement. C ontractor s hall n ot contract w ith a ny o ther i ndividual o r e ntity t o p erform a ny S ervices r equired u nder t his Agreement without the City's express written approval. In addition, except as set forth below, neither this Agreement nor any interest herein 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 t he i nsurance a nd i ndemnification r equirements. I f C ontractor i s p ermitted t o subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts a nd o missions o f i ts s ubcontractor(s) i n t he s ame m anner a s i t i s f or p ersons d irectly employed. N othing c ontained i n t his A greement s hall c reate a ny c ontractual r elationships between a ny s ubcontractor a nd C ity. A ll p ersons e ngaged i n t he W ork w ill b e c onsidered employees of Contractor or its subcontractor, as applicable. City will deal directly with and will make all payments to Contractor. In addition, neither this Agreement nor any interest in this

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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 o f C ity. I n t he e vent o f a ny s uch u napproved t ransfer, i ncluding a ny b ankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability under this Agreement without the express written consent of City.

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

A. During t he p erformance o f t his A greement, C ontractor a nd i ts o fficers, employees, a nd a gents s hall a ct i n a n i ndependent c apacity a nd s hall n ot a ct o r r epresent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of its officers, employees, or agents, except as set forth in this Agreement. Contractor, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices, but City shall provide to Contractor office space at the Project to enable Contractor to fulfill its obligations hereunder. City shall have no voice in the selection, discharge, supervision, or control of Contractor’s employees, servants, representatives, o r a gents, o r i n f ixing t heir n umber, c ompensation, o r h ours o f s ervice.

Contractor shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be d eemed t o b e a p artner o f C ontractor i n i ts b usiness o r o therwise a j oint v enturer o r a member of any joint enterprise with Contractor.

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

C. No City benefits shall be available to Contractor, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of Services under this Agreement. City shall not b e l iable f or c ompensation o r i ndemnification t o C ontractor, i ts o fficers, e mployees, o r agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental a gency d etermines t hat t he C ity h as f inancial o bligations, o ther t han u nder Section 2 a nd Subsection 1 .8 i n t his A greement, o f a ny n ature r elating t o s alary, t axes, o r benefits o f C ontractor’s o fficers, e mployees, s ervants, r epresentatives, s ubcontractors, o r agents, Contractor shall indemnify City for all such financial obligations.

4.5 California Labor Code Requirements.

A. Contractor i s a ware o f t he r equirements o f C alifornia L abor C ode Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and t he p erformance o f o ther r equirements o n c ertain “ public w orks” a nd “ 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 W age Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, d emolition, i nstallation, o r r epair, C ontractor a grees t o f ully c omply w ith s uch

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Prevailing W age L aws. C ontractor s hall d efend, i ndemnify a nd h old t he C ity, i ts o fficials, 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 C ode p rovisions, w hich i nclude b ut a re n ot l imited t o p revailing w ages ( Labor C ode Sections 1 771, 1 774 a nd 1 775), e mployment o f a pprentices ( Labor C ode S ection 1 777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1 813 a nd 1 815) a nd d ebarment o f c ontractors a nd s ubcontractors ( Labor C ode Section 1777.1).

B. If t he S ervices a re b eing p erformed a s p art o f a n a pplicable “ public works” o r “ maintenance” p roject a nd i f t he t otal c ompensation i s $ 15,000 o r m ore f or maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then p ursuant t o L abor C ode S ections 1 725.5 a nd 1 771.1, t he C ontractor a nd a ll subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

5. INSURANCE

5.1 Types o f I nsurance. C ontractor s hall p rocure a nd m aintain, a s a D irect Operating Cost, 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 s hall b e p rocured i n a f orm a nd c ontent s atisfactory t o C ity. T he i nsurance s hall apply against claims which m ay arise f rom t he Contractor's performance of W ork under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an i ncreased o r d ecreased r isk o f l oss t o t he C ity, t he C ontractor a grees t hat t he m inimum limits of the insurance policies may be reasonably changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall substitute any insurer whose A.M. B est r ating d rops b elow t he l evels s pecified i n t his A greement. E xcept a s o therwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under t his A greement s hall b e o n a n o ccurrence basis. T he m inimum amount of insurance required shall be as follows:

A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full f orce a nd e ffect t hroughout t he t erm o f t his A greement, s tandard i ndustry f orm contract liability (errors and omissions) insurance coverage in an amount of not less than one m illion d ollars ( $1,000,000.00) p er c laim a nd t wo-million d ollars ( $2,000,000.00) annual aggregate, in accordance with the provisions of this section.

Required
X is not required;
(1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification u nder ( a), C ontractor s hall p rocure f rom t he c ontract l iability i nsurer a n endorsement p roviding t hat t he r equired l imits o f t he p olicy s hall a pply s eparately t o c laims

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arising from errors and omissions in the rendition of services under this Agreement. (2) I f t he p olicy o f i nsurance i s w ritten o n a “ claims m ade” b asis, t he policy shall be continued in full force and effect at all times during the term of this Agreement, and f or a period of three (3) years f rom the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a n ew p olicy e videncing n o g ap i n c overage, o r b y o btaining s eparate e xtended “ tail” coverage w ith t he p resent o r n ew c arrier o r o ther i nsurance a rrangements p roviding f or complete coverage, either of which shall be subject to the written approval by the City Manager. (3) I n t he e vent t he p olicy o f i nsurance i s w ritten o n a n “ occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.

B. Workers’ Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in a t l east t he m inimum s tatutory a mounts, a nd i n c ompliance w ith a ll o ther s tatutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements f rom i ts w orkers’ c ompensation i nsurer w aiving s ubrogation r ights u nder i ts workers’ c ompensation i nsurance p olicy a gainst t he C ity a nd t o r equire e ach o f i ts subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor h as n o e mployees, C ontractor s hall c omplete t he C ity’s R equest f or W aiver o f Workers’ Compensation Insurance Requirement form.

C. Commercial G eneral L iability I nsurance. S ubject t o t he f ollowing paragraph, Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least four million dollars ($4,000,000.00) and five million dollars ( $5,000,000.00) g eneral a ggregate f or b odily i njury a nd p roperty d amage i ncluding coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.
(1) S hould t he a bove l imits n ot b e m et, C ontractor s hall o btain a nd 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 o ne m illion d ollars ( $1,000,000.00) a nd t wo m illion d ollars ( $2,000,000.00) g eneral aggregate f or b odily i njury a nd property damage including coverages f or contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. In addition, Contractor shall obtain and maintain, in full force and effect throughout the t erm o f t his A greement, a policy f or excess (umbrella) coverage of t he difference t o t he aggregate limit as defined as five million dollars ($5,000,000) general aggregate.

D. Business Automobile Insurance. Contractor shall obtain and maintain, in full f orce a nd e ffect t hroughout t he t erm o f t his A greement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of

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one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars.

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

F. Liquor Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of liquor liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000) and two million dollars ($2,000,000) general aggregate.

5.2 Deductibles a nd S elf-Insured R etentions. A ny d eductibles o r s elf-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles a nd s elf-insured r etentions. C ity r eserves t he r ight t o r eject d eductibles o r self-insured retentions in excess of $100,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor’s ability to p ay c laims f or a ll d eductible a mounts a nd s elf-insured r etentions p roposed i n e xcess o f $100,000.

5.3 Other I nsurance R equirements. T he f ollowing p rovisions s hall a pply t o t he insurance policies required of Contractor under this Agreement:

A. For any claims related to this Agreement, Contractor’s coverage shall be primary i nsurance w ith r espect t o t he C ity a nd i ts o fficers, c ouncil m embers, o fficials, employees, a gents, a nd volunteers. Any insurance or self-insurance m aintained by t he City and i ts o fficers, c ouncil m embers, o fficials, e mployees, a gents, a nd v olunteers s hall b e i n excess of Contractor’s insurance and shall not contribute with it.

B. Any f ailure t o c omply with r eporting o r o ther p rovisions o f t he p olicies, including b reaches o f w arranties, s hall n ot a ffect c overage p rovided t o C ity a nd i ts o fficers, council members, officials, employees, agents, and volunteers.

C. All insurance coverage and limits provided by Contractor and available or applicable t o t his A greement a re i ntended t o a pply t o e ach i nsured, i ncluding a dditional insureds, against whom a claim is m ade or suit is brought t o t he f ull extent of t he policies.

Nothing c ontained i n t his A greement o r a ny o ther a greement r elating t o t he C ity o r i ts operations shall limit the application of such insurance coverage.

D. No required insurance coverages may include any limiting endorsement which s ubstantially i mpairs t he c overages s et f orth i n t his A greement ( e.g., e limination o f contractual l iability o r r eduction o f d iscovery p eriod), u nless t he e ndorsement h as f irst b een submitted to the City Manager and approved in writing.

E. Contractor a grees t o r equire i ts i nsurer t o m odify i nsurance 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 n ot b e a ccepted i n l ieu o f r equired e ndorsements, a nd s ubmittal o f c ertificates w ithout

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required endorsements may delay commencement of the Project. It is Contractor’s obligation to e nsure t imely c ompliance w ith a ll i nsurance s ubmittal r equirements a s p rovided i n t his Agreement.

F. Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided i n c onformity w ith t he r equirements o f t his s ection. C ontractor a grees t hat u pon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review.

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

H. Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other p olicies p roviding a t l east t he s ame c overage. P roof t hat s uch c overage h as b een ordered shall be submitted prior t o expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than 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 r equirements i n t his s ection s upersede a ll o ther s ections a nd provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.

K. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which are likely to reduce the minimum required insurance limits 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 t o i nvolve C ity, o r t o s ignificantly r educe o r d ilute i nsurance a vailable f or p ayment o f potential claims.

L. Contractor a grees t hat t he p rovisions o f t his s ection s hall n ot b e construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor’s activities or the activities of any person or person for which the Contractor is otherwise responsible.

5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by a uthorized i nsurers i n g ood s tanding w ith t he S tate o f C alifornia. C overage s hall b e 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

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designee due to unique circumstances.

5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance a nd e ndorsements, i ncluding a dditional i nsured e ndorsements, a ffecting a ll o f t he 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 r eceived a nd a pproved b y t he C ity b efore w ork c ommences. C ity r eserves t he r ight t o require C ontractor’s i nsurers t o p rovide c omplete, c ertified c opies o f a ll r equired i nsurance policies a t a ny t ime. A dditional i nsured e ndorsements a re n ot r equired f or E rrors a nd 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 I nsurance C overage w ith a n a pproved A dditional I nsured E ndorsement w ith t he 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 i nsurance i s p rimary a nd n on-contributory o ver a ny i nsurance o r self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

C. "Should any of the above described policies be canceled before the expiration date t hereof, t he i ssuing c ompany w ill m ail 3 0 d ays w ritten n otice t o t he C ertificate H older named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no o bligation o r l iability o f a ny k ind u pon t he c ompany, i ts a gents o r r epresentative" i s n ot acceptable and must be crossed out.

D. Both the Workers’ Compensation and Employers' Liability policies shall contain the i nsurer's w aiver o f s ubrogation i n f avor o f C ity, i ts e lected o fficials, o fficers, e mployees, agents, and volunteers.

In a ddition t o t he e ndorsements l isted a bove, t he C ity o f P alm S prings s hall b e n amed t he certificate holder on the certificates. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be a uthorized b y a p erson w ith a uthority t o b ind c overage, w hether t hat i s t he a uthorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

6. INDEMNIFICATION

6.1 Indemnification and Reimbursement. To t he f ullest e xtent p ermitted b y 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 P arties”), f rom a nd a gainst a ny a nd a ll l iabilities, a ctions, s uits, c laims, demands, l osses, c osts, j udgments, a rbitration a wards, s ettlements, d amages, d emands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including b ut n ot l imited t o C laims a rising f rom i njuries t o o r d eath o f p ersons ( Contractor’s employees included), for damage to property, including property owned by City, for any violation

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of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident t o a ny n egligent a cts, e rrors o r o missions, o r w illful m isconduct c ommitted b y 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 t he insurance requirements and limits set f orth in t his 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 u ntil a ll a ctions a gainst t he I ndemnified P arties f or s uch m atters i ndemnified a re fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7. REPORTS AND RECORDS

7.1 Accounting Records. Contractor shall keep complete, accurate, and detailed accounts o f a ll t ime, c osts, e xpenses, a nd e xpenditures p ertaining i n a ny w ay t o t his Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

7.2 Reports. Contractor s hall p eriodically p repare a nd s ubmit t o t he C ontract Officer such reports concerning the performance of the Services required by this Agreement.

Contractor acknowledges that the City is greatly concerned about the cost of the Work to be performed u nder t his A greement. F or t his r eason, C ontractor a grees t hat C ontractor s hall promptly n otify t he C ontract O fficer t he e stimated i ncreased o r d ecreased c ost i f C ontractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase o r d ecrease t he c ost o f t he S ervices. I f C ontractor i s p roviding d esign s ervices, Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost for t he p roject b eing d esigned i f C ontractor b ecomes a ware o f a ny f acts, c ircumstances, techniques, or events that may or will materially increase or decrease the cost of the design services.

7.3 Ownership o f D ocuments. All drawings, s pecifications, r eports, r ecords, documents, m emoranda, c orrespondence, c omputations, a nd o ther m aterials p repared b y Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects a nd/or u se o f i ncomplete d ocuments w ithout s pecific w ritten a uthorization b y t he Contractor will be at t he City's sole r isk and without liability t o Contractor, and the City shall indemnify t he C ontractor f or a ll r esulting d amages. C ontractor m ay r etain c opies o f s uch documents for their own use. Contractor shall have an unrestricted right to use the concepts embodied in this Agreement. Contractor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Contractor fails to secure such assignment, Contractor shall indemnify City for all resulting damages.

7.4 Release o f D ocuments. All d rawings, s pecifications, r eports, r ecords, documents, and other materials prepared by Contractor in the performance of Services under

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this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information g ained by Contractor in t he performance of t his Agreement shall be considered c onfidential a nd s hall n ot b e r eleased b y C ontractor w ithout C ity’s p rior w ritten authorization.

7.5 Audit a nd I nspection o f R ecords. After r eceipt o f r easonable n otice a nd during the regular business hours of City, Contractor shall provide City, or other agents of City, such a ccess t o C ontractor’s b ooks, r ecords, payroll documents, and f acilities as City deems necessary t o e xamine, c opy, a udit, a nd i nspect a ll a ccounting b ooks, r ecords, w ork d ata, documents, and activities directly related to Contractor’s performance under this Agreement.

Contractor s hall m aintain s uch b ooks, r ecords, d ata, a nd d ocuments i n a ccordance w ith generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

8. ENFORCEMENT OF AGREEMENT

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

8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms o f t his A greement a re c ontractual a nd t he r esult o f n egotiation b etween t he P arties.

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 p aragraphs o f t his A greement a re f or c onvenience a nd identification purposes only and shall n ot b e d eemed t o l imit, e xpand, o r d efine t he c ontents o f t he r espective s ections o r paragraphs.

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

A. If t he C ity M anager, o r h is d esignee, d etermines t hat C ontractor i s i n default in t he performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default and the terms of Section 3.2 above shall apply. If the City terminates this Agreement in accordance with Section 3.2 above, such termination shall be without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2.

B. If termination is due to the failure of the Contractor to fulfill its obligations under t his A greement, C ity m ay, a fter c ompliance w ith t he p rovisions o f S ection 8 .3(A) a nd Section 3.2, take over the work and prosecute the same to completion by contract or otherwise.

The Contractor shall be liable to the extent that the total cost f or completion of the Services

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required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable e fforts t o m itigate such d amages). T he C ity m ay withhold a ny p ayments t o t he Contractor f or t he p urpose o f s et-off o r p artial p ayment o f t he a mounts o wed t he C ity a s previously stated. The withholding or failure to withhold payments to Contractor shall not limit Contractor’s liability for completion of the Services as provided in this Agreement.

8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in w riting a nd s igned b y a d uly a uthorized r epresentative o f t he P arty a gainst w hom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.

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

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

8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement r esults i n l itigation o r a ny n on-judicial p roceeding, t he p revailing P arty s hall b e entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party a ll r easonable c osts a nd e xpenses. T hese i nclude b ut a re n ot l imited t o r easonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

9.3 Covenant Against Discrimination. In connection with its performance under this A greement, C ontractor s hall n ot d iscriminate a gainst a ny e mployee o r a pplicant f or employment b ecause o f a ctual o r p erceived r ace, r eligion, c olor, s ex, a ge, m arital s tatus, ancestry, n ational o rigin ( i .e., p lace o f o rigin, i mmigration s tatus, c ultural o r l inguistic

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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 a re e mployed, a nd t hat e mployees a re t reated d uring t heir e mployment, w ithout 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 s hall n ot i ncorporate a ny d iscrimination a rising f rom o r r elated t o a ny p rohibited basis i n a ny C ontractor a ctivity, i ncluding b ut n ot l imited t o t he f ollowing: e mployment, upgrading, demotion or t ransfer; r ecruitment or recruitment advertising; layoff or termination; rates o f p ay o r o ther f orms o f c ompensation; a nd s election f or t raining, i ncluding apprenticeship; a nd f urther, t hat C ontractor i s i n f ull c ompliance with t he p rovisions o f P alm 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 a nd C opyright I nfringement. To t he f ullest extent permissible under law, a nd i n l ieu o f a ny o ther w arranty b y C ity o r C ontractor a gainst p atent o r c opyright infringement, statutory or otherwise:

A. It is agreed that Contractor shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal u se o r s ale a rising o ut o f t he p erformance o f t his A greement, i nfringes u pon a ny presently e xisting U .S. l etters p atent o r c opyright a nd C ontractor s hall p ay a ll c osts a nd damages finally awarded in any such suit or claim, provided that Contractor is promptly notified in writing of t he suit or claim and g iven authority, information and assistance at Contractor’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is r elated t o t he n egligence, r ecklessness o r w illful m isconduct o f C ontractor. H owever, Contractor w ill n ot i ndemnify C ity i f t he s uit o r c laim r esults f rom: ( 1) C ity's a lteration o f a deliverable, such t hat City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with o ther m aterial n ot p rovided b y C ontractor w hen i t i s s uch u se i n c ombination w hich infringes upon an existing U.S. letters patent or copyright.

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

10.2 Notice. Any notice, demand, request, consent, approval, or communication that either p arty d esires, or is r equired t o g ive t o t he other party or any other person shall be in writing. A ll n otices s hall b e p ersonally d elivered, s ent b y p re-paid F irst C lass U .S. M ail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile w ith a ttached e vidence o f c ompleted t ransmission. A ll n otices s hall b e d eemed 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. A ny notice, r equest, demand, direction, or other communication sent by f acsimile

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must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic t ransmission s uch a s e -mails, t ext m essages, a nd i nstant m essages a re n ot acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:

To City: City of Palm Springs
Attention: City Manager & City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Contractor: Ovations Fanfare, L.P. d/b/a OVG Hospitality 5050 S. Syracuse St., 8th Floor
Denver, CO 80237
Attention: President
With a copy to: OVG Hospitality Legal Department at the same address

10.3 Integrated Agreement. T his A greement c onstitutes t he e ntire u nderstanding between t he P arties a nd s upersedes a nd c ancels a ll p rior n egotiations, a rrangements, 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. W henever p ossible, e ach p rovision o f t his A greement s hall b e 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 P arty B eneficiary. Except a s m ay b e e xpressly p rovided f or i n t his 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 a bove-referenced R ecitals a re h ereby i ncorporated i nto t he Agreement a s t hough f ully s et f orth i n t his A greement a nd e ach P arty a cknowledges a nd 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

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he o r s he i s s igning, ( iii) b y s o e xecuting t his A greement, t he P arty f or w hich h e o r s he i s signing i s f ormally b ound t o t he p rovisions o f t his A greement, a nd ( iv) t he e ntering i nto t his Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.

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

10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall a lso c ertify c ompliance w ith t he R ussian S anctions P rogram b y c ompleting t he f orm located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by r eference. C onsultant s hall a lso r equire a ny s ubconsultants t o c omply w ith t he R ussian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE]

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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND OVATIONS FANFARE, L.P. dba OVG HOSPITALITY IN W ITNESS W HEREOF, t he P arties h ave e xecuted t his A greement a s of t he dates stated below.

CONTRACTOR:

By: _____________________________
Signature
Date: ___________________________
CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

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

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

By: _____________________________ Date: ____________________________ City Manager – 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
ARTICLE 1 DEFINITIONS

1.1 Accounting P eriod s hall r efer t o e ach c alendar m onth o f a y ear. T he f irst Accounting Period shall begin on July 1st, and the last accounting period shall end o n J une 3 0th s o t hat t he s um o f a ll o f t he a ccounting p eriods i n a n Agreement year matches the Accounting Year.

1.2 Accounting Year means the fiscal accounting year of the City, which begins on July 1 and ends the following June 30. The initial Accounting Year shall begin on July 1, 2026, and end on June 30, 2027.

1.3 Adjusted Net Receipts means the Net Receipts less the contribution to the Convention Center Replacement Reserve Fund.

1.4 Agreement means t his A greement a nd a ll e xhibits a ttached h ereto, together with the RFP and Contractor’s Proposal, subject in all respects to the o rder o f p recedence s et f orth i n t he A greement a nd i ts r espective subsections.

1.5 Alcoholic B everages m eans b eer, w ine, s pirits, a nd o ther b everages treated as alcoholic beverages under California law.

1.6 Buy-out Fee is a required fee payable by the User to the Contractor to use an Outside Caterer at the Center for such event, to the extent a User or the City is permitted to obtain such engagement in accordance with the terms of this Agreement. The Buy-out Fee may also be utilized for Sample Items, at the Facilities General Manager’s discretion.

1.7 Catering and Concession Services means the exclusive sale and provision of f ood a nd b everage s ervices a nd t he o ther p rivileges g ranted t o a nd duties i mposed u pon C ontractor b y t his A greement f or C ity f or t he Convention Center, except for items found in Exhibit D, Buy Out and as otherwise outlined in this Agreement.

1.8 Catering and Concession Account means the bank account described in Article 12.3.

1.9 Catering Events are those where Contractor’s fees are billed to a single User, rather than to consumers at large patronizing Concession Services.

Catering Events vary in size and include, but are not limited to marketing the s ervices, f ood a nd b everage s ervice t o b anquets, m eetings, a nd backstage service.

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1.10 Catering S ales means a ny p re-arranged f ood o r b everage f unction o f multiple Users, where payment for the entire event rests with an individual or c ompany. C atering S ales i nclude p lanning o f m enus; p urchasing, preparation, set-up and service of all food, beverages, linens, plates and flatware; provision and management of all food servers and bartenders; and f ood e vent c lean-up a nd t rash r emoval. C ontractor s hall h ave t he exclusive right and obligation to provide catering for all events that are not specifically exempted under this Agreement.

1.11 Center means c ollectively t he P alm S prings C onvention C enter (PSCC) and a ssociated p arking, a nd s urrounding o utdoor s paces. M ay a lso b e referenced as “Facilities” or “PSCC”.

1.12 City means the City of Palm Springs, California.

1.13 City C ommission shall b e 7 .5 p ercent of a nnual G ross R eceipts i n accordance with Exhibit B, Schedule of Compensation

1.14 Concession S ales means a ll s ales o f f ood a nd b everages s old f rom permanent o r p ortable f ood a nd b everage s tands, c arts, a nd k iosks t o individual c ustomers e xcept f rom t hose c oncessions s pecifically exempted under this Agreement.

1.15 Concession S ervices are t hose i n w hich c onsumers a re c harged separately f or i tems o f f ood a nd b everages. C ontractor s hall h ave t he exclusive right and obligation to provide standard concession services for all Center events for which food or beverage concessions are required.

1.16 Construction P hase(s) m eans t he m odernization a nd e nhancement o f PSCC. C onstruction i s p rojected t o b egin s pring 2 026 a nd will i nclude three phases:

1.16.1 Phase 1 is defined as beginning on the Effective Date up until the start of Phase 2 (projected 07/01/26 - 06/30/27). Contractor shall continue to provide Catering and Concession Services at the Center during Phase 1, coordinate with the City and advise the F acilities G eneral M anager o r d esignee o n i ndustry standards a s i t r elates t o t he d esign o f t he C ontractor’s Designated Areas.

1.16.2 Phase 2 i s d efined a s b eginning w ith t he p artial c losure o f PSCC u p u ntil t he s tart o f P hase 3 ( projected 0 7/01/27 – 01/01/28). C ontractor s hall p rovide C atering a nd C oncession Services and other Facilities (as needed) during Phase 2.

1.16.3 Phase 3 i s d efined a s b eginning w ith t he f ull r e-opening o f PSCC up until expiration of this Agreement (projected 07/01/27 - 0 6/30/31). R e-opening d ate s hall b e c ontingent o n t he

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construction s chedule a nd C ity’s a bility t o c ommence occupation o f P SCC. C ontractor s hall r esume C atering a nd Concession Services at the Center and other related services as PSCC becomes fully operational during Phase 3.

Dates of each phase stated above are estimates only. During the Term of this Agreement, both parties will meet and mutually agree on the start and end of each Phase. The agreed-upon dates will set the duration of each Phase.

1.17 Contract Y ear refers t o t he p eriod b etween J uly 1 , 2 026, a nd J une 3 0, 2027, and every July 1 through June 30th for every year thereafter until the Agreement terminates.

1.18 Contractor Commission shall be 7.5 percent of annual Gross Receipts in accordance with Exhibit B, Schedule of Compensation.

1.19 Convention C enter R eplacement R eserve F und m eans t he s eparate funds e stablished i n t he O perational B udget f or t he e xpenditures described in Article 14.

1.20 Direct Operating Costs means all costs of goods sold (labor and food) and expenses incurred by Contractor in the operation of the Catering and Concession Services including those items as described in Article 13.3 of the attached Exhibit “A”.

1.21 Facilities General Manager means the General Manager of the Facility, or h is o r h er d esignee, a s r etained b y C ity i n C ontract S ervices Agreement 2 5P206 – C onvention C enter a nd T ourism M anagement Services.

1.22 Effective Date means July 1, 2026.

1.23 Equipment r efers t o a ll f oodservice f urniture a nd m achinery, e xcept Smallwares, u sed f or t he r eceiving, s toring, t ransportation, p reparation, merchandising, selling and accounting of product. Equipment shall not be affixed t o t he b uilding e xcept b y u tility ( electrical, w ater, o r g as) connections.

1.24 Essential Management Positions means the Contractor’s employees as defined in Article 11.

1.25 Executive P ersonnel m eans C ontractor e xecutive e mployees f rom Contractor’s c orporate o ffice t hat a re n ot p art o f t he E ssential Management Positions as noted in Article 11, and whose sole purpose will be t o t ransition r esponsibilities t o C ontractor’s newly appointed General Manager.

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1.26 Financial S tatements m eans b alance s heet, i ncome s tatement, a nd statement of cash flows prepared in accordance with Generally Accepted Accounting P rinciples (GAAP) of the United States of America and any other f inancial r eports o r s tatements r easonably d eemed n ecessary b y the Facilities General Manager in a format reasonably acceptable to the Facilities G eneral M anager p ertaining i n e ach i nstance t o t he C atering and Concession Services or a portion thereof.

1.27 Furnishings i ncludes b ut n ot l imited t o t ables, c hairs a nd o ther furnishings, p ortable b ars, s tands a nd c oncession a reas u sed b y Contractor.

1.28 General Manager or “FSGM” means the individual retained by Contractor to o versee t he p erformance o f C ontractor’s o bligations u nder t his Agreement a nd t o m anage t he d ay-to-day C atering a nd C oncession Services at the Center. The General Manager shall be located at the Palm Springs Convention Center and, except in instances in which the Facilities General M anager p rovides p rior w ritten a pproval, s hall b e a ssigned exclusively to Contractor’s obligations under this Agreement. The General Manager also serves as the FSGM.

1.29 Gross Expenses m eans the sum of (a) all Direct Operating Costs and other allowable expenses of Contractor, and (b) the contribution required under t his A greement t o t he C onvention C enter R eplacement R eserve Fund a nd S mallware R eserve F und, ( c) C ity C ommission, a nd ( d) Contractor Commission, items (a), (b), (c), and (d) collectively hereinafter the “Gross Expenses”.

1.30 Gross R eceipts m eans the t otal r evenue ( cash o r c redit) i ncluding interest earned from the deposits in the Catering and Concession Account and any administrative fee, which is not intended to be a tip or gratuity for the benefit of service employees, charged by the Contractor, at the Center from t he o peration o f t he C atering a nd C oncession S ervices, w hether collected or uncollected, accruing from or realized by the Contractor less (a) sales taxes, or similar tax, the amount of which is determined by the amount o f s ales m ade, a nd w hich i s d irectly p ayable t o t he t axing authority by Contractor, (b) credit card fees, (c) tips and gratuities which are disbursed to employees, (d) service charges on catering sales, and (e) s uch o ther e xclusions ( including m utually a greed d iscounted s ales) which may be agreed to in writing by Contractor and the Facilities General Manager.

1.31 Marketing a nd P romotional P roducts a nd S ervices m eans products/items, services, custom printed material, or sales collateral that are branded with the Palm Springs Convention Center Catering Logo and

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used f or t he m arketing a nd p romotion o f t he C enter o r C atering a nd Concession Services at Center and as further described in Article 14.6.

1.32 Marketing Research, Development, and Design means developing and testing new catering concepts, innovative changes, or updates to existing catering concepts. Unless otherwise authorized by the Facilities General Manager in writing, once a standard offering, these concepts will become a Direct Operating Cost.

1.33 Master B illing m eans a b illing p rocess w here t he C ontractor b ills t he Users f or t he c ombined c osts o f t he F acilities, a nd t he C atering a nd Concession Services.

1.34 Net Profit means for each Accounting Period, the amount of Adjusted Net Receipts less (a) City Commission, and (b) Contractor Commission.

1.35 Net Receipts means Gross Receipts less Direct Operating Costs.

1.36 Net Losses means for any Accounting Period, the amount by which the sum of Gross Expenses exceeds Gross Receipts.

1.37 Non-Allowable Expense is defined herein at Article 13.4.

1.38 Novelty S ervices m eans c atering-related s ervices p rovided b y t he Contractor t hat a re n ot c onsidered p art o f C ontractor’s C atering a nd Concession Services. Novelty Services may include, but not be limited to, fulfilling a User’s unique or one-of-a-kind catering-related request.

1.39 Offer means Contractor’s proposal, dated April 21, 2026.

1.40 Operational Change(s) refers to modifications in the City’s or Facilities’ internal p rocesses, i ncluding b ut n ot l imited t o, a dministrative procedures/practices, policies, and organizational changes. The City and Facility r eserve t he r ight t o m ake t hese O perational C hanges w ith o r without p rior c onsultation with the Contractor to the extent allowable by this Agreement.

1.41 Operating Memorandum refers to any written memorandum executed by the Parties to further define responsibilities and obligations of the Parties to the extent that is authorized herein.

1.42 Outside C aterer m eans a b usiness e ntity ( other t han C ontractor) engaged b y a U ser o r t he C ity t o p rovide f ood a nd n on-alcoholic beverages for a function or event at the Center to the extent a User or the City is permitted to obtain such engagement in accordance with the terms of this Agreement.

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1.43 Sample Item No User of the Facility shall provide free samples of food, non-alcoholic beverage or merchandise products where such samples are any larger than a "sample" size, provided that such distribution has been authorized by the Food Service General Manager.

1.44 Planned U ser S ervices m eans t hose s ervices p rovided b y C ontractor that provide and deliver professional, high-quality assistance to the User before, during, and after a Catering Event. Planned User Services may include, but not be limited to, User welcome/appreciation gifts/baskets or providing t he U ser w ith c omplementary p roduct(s)/service(s) o r upgraded/enhanced product(s)/service(s) for the event, any on-site User sponsored f ood a nd b everage, o r t ravel f or s ite v isits t o a n u pcoming event scheduled at the Center to enhance customer experience.

1.45 PSCC means the Palm Springs Convention Center (PSCC) owned by the City

1.46 Smallwares m eans a nd i nclude, w ithout l imitation, l inens, r emovable serving equipment, including dishware, china, glassware, flatware, serving bowls, bar utensils, pots, pans, chafing dishes, kitchen tools of the trade, tabletop appliances, table skirting, and other movable storage items.

1.46 Start-up/Transition Costs means all reasonable out-of-pocket expenses incurred by Contractor in preparing to commence operations at the Center which w ill i nclude, a s s et f orth i n t he T ransition C ost B udget, w ithout limitation a nd s hall n ot e xceed T wo H undred F ifty T housand D ollars [$250,000.00], the following:
(1) Travel e xpenses f or C ontractor e mployees, i n a ccordance w ith Contractor’s travel policy;
(2) Staffing-related e xpenses i ncurred i n c onnection w ith h iring, onboarding, a nd t raining p ersonnel i n a dvance o f t he f irst d ay o f service;
(3) Opening-related c osts, i ncluding t emporary s alaries a nd t ravel reimbursements f or C ontractor employees engaged in transition or opening activities;
(4) Costs a ssociated w ith o btaining a ll r equired l icenses a nd p ermits, including liquor licenses or other regulatory authorizations necessary for Contractor’s provision of food and beverage services; (5) Technology a nd s ystems i nstallation e xpenses, i ncluding P OS systems, i nventory m anagement t ools, a nd o ther o perational technology required for service;
(6) Uniform procurement costs;

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(7) Temporary office costs, including furniture, office supplies and other equipment p rocured, o r r ental c osts i ncurred, d uring a ny t ransition period;
(8) Center a nd b rand s ignage r equired f or t he f ood a nd b everage operation;
(9) Initial food, beverage, and smallwares inventory necessary to launch operations; and
(10) Costs a ssociated w ith i nitial h ealth, s afety, a nd r egulatory inspections required prior to the Effective Date.

Transition P eriod E xpenses. C ontractor w ill p ay t he S tart-up/Transition Costs f rom t he C apital I nvestment t o c over t he c ost o f i ts a ctual out-of-pocket expenses incurred during the Transition Period to effect the transition of management from Prior Operator to Contractor during such period b ased o n b udget s ubmitted. W ithin thirty (30) days f ollowing the end of each month during the Transition Period, Contractor will submit to the C ity a r eport s howing t he a ctual o ut-of-pocket e xpenses i ncurred during s uch i mmediately p receding m onth t o e ffect s uch t ransition o f management. A ny a mounts i ncurred i n e xcess o f s uch a mount a nd approved in writing by the City Manager will be reimbursed to Contractor.

1.47 Subcontracts a nd S ubcontractors m eans a ny p erson o r a ny e ntity, other t han O utside C aterers, w ho c ontracts w ith C ontractor t o p rovide goods o r s ervices t o U sers a t t he C enter. U se o f S ubcontracts o r Subcontractors s hall b e i n a ccordance w ith t he C ity’ L ocal B usiness Preference Program (Program).

1.48 Supplier means any person or entity engaged, directly or indirectly, in the business of making a product or service available to Contractor.

1.49 Temporary Kitchen(s) means temporary kitchens used by the Contractor during Construction of the PSCC. This may include mobile, krafted, ghost or other kitchens utilized by the Contractor that is sourced through a third party, or not affixed to the Facilities.

1.50 User m eans a ny p erson o r e ntity r enting s pace i n t he C enter f or meetings, events, exhibitions, conventions, trade shows, or for other uses authorized by the City, may also be referred to as “client”.

ARTICLE 2. TERM OF AGREEMENT

2.1 The T erm o f t his A greement s hall b e a s s et f orth i n S ection 3 .1 o f t he Agreement.

2.2 In the event of termination or expiration of the Agreement for any reason, and p rovided t he C ity i s n ot a t s uch t ime i n b reach o r d efault o f t he Agreement, at City’s written request, Contractor shall continue to provide

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Catering a nd C oncession S ervices, a nd C ity s hall c ontinue t o p ay Contractor f or s uch s ervices a s s et f orth i n t he A greement, i n o rder t o allow City to transition to a new contractor. In furtherance of the foregoing, each P arty a grees t o h old o ver u nder t he t erms a nd c onditions o f t he Agreement that existed immediately prior to the expiration or termination (including payment of the Management Fee) for a period of time that is mutually a greed t o i n w riting b y t he p arties b ut n ot t o e xceed the t ime allowed under the IRS tax rules.

ARTICLE 3. CONTRACT ADMINISTRATION

3.1 Designation of Key Personnel. The Contractor’s Contract Manager for this engagement shall be the Food Service General Manager (the “FSGM”).

The Contractor shall endeavor to keep the same FSGM assigned to this Agreement t hroughout i ts T erm s o l ong a s C ontractor d eems t hat person’s performance to be satisfactory, provided that the foregoing shall not be construed as a prohibition against Contractor replacing any FSGM.

3.2 Contract A dministration. The F SGM s hall c ommunicate a ll C atering a nd Concession Services matters to the Facilities General Manager.

3.2.1 All m atters r equiring a pproval b y t he F acilities G eneral Manager must be approved in writing.

3.2.2 Within t hirty ( 30) c alendar d ays o f t he E ffective D ate o f t his Agreement, the City and the Contractor shall meet to discuss and determine a mutually defined list of deliverables for use in ensuring t hat C ontractor m eets a ll o f i ts o bligations a nd deliverables pursuant to this Agreement.

3.2.3 The F SGM a nd/or o ther d esignated p ersonnel s hall m eet regularly w ith t he F acility G eneral M anager a nd o ther designated C ity p ersonnel, a s n ecessary, t o d iscuss m atters relating to the performance of the services and this Agreement.

3.2.4 In t he e vent t hat t he C ontractor r eplaces t he F SGM, t he replacement will be an individual having equivalent experience and competence in executing services described herein. The Contractor w ill p romptly n otify t he F acility C ontract M anager.

Such r eplacement s hall b e s ubject t o t he a pproval o f t he Facilities G eneral M anager a s s et f orth i n A rticle 1 1. T he Facilities General Manager and the FSGM may be changed at the option of the City by written notice to Contractor without a formal amendment to this Agreement.

ARTICLE 4.SERVICES

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4.1 Services.

4.1.1 The C ontractor s hall p rovide C atering a nd C oncession S ervices and N ovelty S ervices, a nd a ll o ther f ood a nd b everage s ervices required b y t his A greement f or C ity. S uch s ervices s hall b e provided on an exclusive basis, so that no other party shall have the right to provide such services at the Convention Center without the prior written consent of Contractor, except for items outlined in Exhibit D B uy O ut. and t he P alm S prings I nternational F ilm Society’s International Film Awards & Gala for 2027 and 2028 only (provided t hat t he t hird p arties d escribed o n E xhibit D a nd P alm Springs I nternational F ilm S ociety’s I nternational F ilm A wards & Gala must meet Contractor’s insurance requirements and must not sell or service alcohol except through Contractor).

4.1.2 The Contractor shall provide the highest quality service to the City a nd i ts U sers, o n a c onsistent b asis, a nd s hall continuously strive to be flexible in order to meet and exceed the expectations of the City and its Users.

4.1.3 Except as stated to the contrary herein, Contractor also agrees to p erform t he f ollowing d uties ( the c osts a nd e xpenses o f which i ncurred b y C ontractor s hall a ll b e c onsidered D irect Operating Costs as specified in Article 13.3 and throughout the Agreement):

4.1.3.1 Comply w ith a ll p olicies a nd p rocedures f or t he Catering a nd C oncession S ervices a t t he C enter t o the e xtent C ontractor i s p rovided r easonable p rior written notice of the same.

4.1.3.2 Provide for the retail sale of food, beverages, candy and s imilar p roducts a t all appropriate Catering and Concession Services in the Center.

4.1.3.3 Maintain the vending machines in the Center for use by Users of the Center. All vending machines shall be
equipped with E nergyStar certified or equipped with
an a ppropriate i nternal o r e xternal e nergy m iser
product. The style, location and level of maintenance
of t he m achines m ust b e a pproved, i n w riting, i n advance b y t he F acilities G eneral M anager. A ny
vending m achines l ocated i n t he C enter f or t he
exclusive u se o f C ity e mployees a re n ot w ithin t he scope of this Agreement.

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4.1.3.4 Order, p urchase, r eceive d elivery o f, a nd s tore a ll consumable s upplies a nd p roducts n ecessary f or
performing Catering and Concession Services.

4.1.3.5 Acquire, p repare o r c ause t o b e p repared a ll concession products for sale or distribution.

4.1.3.6 Advise and m ake recommendations to the Facilities General M anager p ertaining t o t he o perational
aspects o f t he C atering a nd C oncession S ervices,
including b ut n ot l imited t o t he c hoosing o f t ype, quality, b rand, a nd p rice o f p roducts; t he u se o f portable concession stands; the sale of products; and
the preparation of the catering menu.

4.1.3.7 Comply w ith a ll a pplicable l aws a nd r egulations governing the handling, sale and disposal of Catering
and Concession products, including but not limited to
the procurement and uninterrupted maintenance of all
necessary permits, licenses, and insurance required
by g overnment a gencies h aving j urisdiction o ver
operations o f t he C enter; f ailure t o m aintain a ny required p ermit, l icense, o r i nsurance s hall b e
deemed a material breach of this Agreement.

4.1.3.8 Comply w ith r equests f rom t he C ity o r F acilities General Manager f or additional information, reports,
data, changes to existing reports (in format, content,
frequency e tc.), c onsistent w ith t he t erms o f t his Agreement a nd a ny O perating M emorandum
executed between the Parties. Such changes may be
deemed Operational Changes.

4.1.3.9 Arrange f or, o r s ubmit w ork o rder r equests, f or a ny required repairs or maintenance to the Catering and
Concession S ervice e quipment a nd l ocations a nd
comply w ith a ll w arranty a nd s ervice r equirements related thereto.

4.1.3.10 Monitor, report to the Facilities General Manager and, upon w ritten a pproval o f t he F acilities G eneral
Manager, a rrange and p ay for r eplacement o r
modification o f t he C atering a nd C oncession
equipment a nd F acilities. T he c ost o f a ny s uch
replacements or modifications shall be agreed upon
in writing between the Parties.

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4.1.3.11 Provide input during pre-development and throughout the P alm S prings C onvention C enter M odernization
Project a s i t r elates t o t he f ood a nd b everage
services.

4.1.4 Special Services. In addition to the specified food and beverage services, t he C ontractor s hall p rovide s pecialized s ervices associated w ith c ertain C atering a nd C oncession S ervices.

These specialized services shall include, but not be limited to, the services described in the following:

4.1.4.1 Meeting R oom S ervices. T he C ontractor s hall d istribute various s nack-type a nd c atered m eals i ncluding b ut n ot limited t o t he f ollowing s ervices. T he C ontractor s hall provide constant and frequent attention to ensure food and beverage items are kept fresh and in adequate supply.

4.1.4.1.1 Plated and buffet style meals, coffee/snack
service a t s tations ( normally s old i n
quantity amounts, i.e. per gallon, per each,
per dozen, etc.).

4.1.4.1.2 Mobile Services. The Contractor shall have
the a bility t o p rovide C atering a nd
Concession S ervices a t t he C enter f or
areas n ot e asily a ccessible f rom t he
Center’s kitchen.

4.1.4.1.3 Personnel S ervice. T he C ontractor
occasionally s hall p rovide p ersonnel f or
special p urposes o r o ther a ctivities t o
promote t he C ity, l ocal t ourism i ndustry,
and/or f ood a nd b everage o peration t o
potential u sers, a nd t o c arry o ut o ther
functions consistent with the City’s mission
in the community and convention industry
in a ddition t o t he n ormal p ersonnel
provided by the Contractor.

4.1.5 Tastings. All C atering S ervices, s uch a s, b ut n ot l imited t o, tastings or marketing presentations shall be billed at actual cost of t he p roduct, s ervice, a nd d irect l abor, a nd s hall n ot b e included in Gross Receipts.

4.1.6 City, through its Facilities General Manager, reserves the right to r equire a B uy-Out-Fee f rom t he U ser, i n a ccordance w ith Exhibit “D” Buy-Out-Fee Schedule.

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4.2 Food Quality, Menus, and Food Purchasing Specifications.

4.2.6 Food Q uality a nd M enus. Contractor s hall m aintain t he highest level of excellence in its menu and in the quality and freshness of i ts s upplies a nd f ood p reparation. F ood q uality a nd creativeness shall be consistent for all foods provided through Catering and Concession services.

4.2.6.1 The C ontractor s hall e nsure a ll f oods, d rinks, beverages, confectionery, refreshments, and the like
sold or kept for sale, shall exceed best practices and
industry s tandards, b e w holesome, a nd p ure a nd
shall c onform i n a ll r espects t o t he f ederal a nd municipal f ood a nd o ther l aws, o rdinances, a nd
regulations.

4.2.6.2 No imitation, adulterated, or misbranded article shall be s old o r k ept f or s ale, a nd a ll p roduct(s) k ept o n hand shall be stored and handled with due regard for
sanitation.

4.2.6.3 Contractor w ill k eep i nformed o f c urrent t rends i n consumer f ood p references a nd p roducts a nd w ill
have a formal written program for quality control and
improvement. Food quality and price must be at least
consistent w ith t he q uality a nd p rice o ffered b y catering a nd c oncession s ervice p roviders p roviding similar services within California.

4.2.6.4 Contractor agrees to use local products and vendors whenever r easonable l ocated i n t he G reater
Coachella V alley a rea t hat a re u nique t o P alm
Springs and will provide a “sense of place” reflecting
the City’s diversity and culture when operated at the
PSCC, s uch a s r estaurants, f ood t rucks, o r o ther products ( “Local B rands”). L ocal B rands m ay b e
operated b y t heir l ocal m anagement t eams a t t he
PSCC to maintain the full authenticity of the concepts
and b rands. L ocal B rands a re very i mportant to the City so that Local Brand cuisines and experiences are
featured in the PSCC food and beverage program as
subcontractors to the Contractor. Contractor and City
agree t o e xecute a n E xhibit A -1 t o o utline t he
objective requirements f or Contractor’s use of Local
Brands ( to b e m easured b y p ercentage o f a nnual
Gross Receipts) and a reasonable monetary remedy
to e ncourage c ompliance. T his E xhibit A -1 w ill b e

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negotiated within 3 0 d ays of the Effective Date and
return to the Coity Council for consideration.

4.2.6.5 Contractor s hall p rovide a v ariety o f h igh q uality, creative and nutritious food.

4.2.6.6 The f ollowing p arameters s hall b e o bserved b y Contractor r egarding t he m enus d eveloped f or t he
Center:

4.2.6.6.1 Develop i nnovative m enus w hich
emphasize v ariety, n utrition, q uality, a nd
use f resh f oods a nd s easonal f oods
whenever possible.

4.2.6.6.2 Utilize c reative f ood d isplays a nd
merchandising t echniques t o e nsure
customer satisfaction.

4.2.6.6.3 Provide h ealthful m enu c hoices t hat
include a nd i dentify f oods t hat a re l ow i n
calories, s odium, f ats, s ugar f ree, g luten
free, n ut f ree a nd o ther i nformation t hat
would satisfy special needs customers.

4.2.6.6.4 Be a ble t o p roduce t he m enu u sing t he
appropriate s taffing p lans w ith t he
equipment available at the Center.

4.2.7 Published Menus. Unless requested differently by the Facilities General M anager, t he C ontractor’s P ublished M enu s hall b e submitted to the Facilities General Manager within 14 calendar days o f t he E ffective D ate o f t his A greement f or r eview a nd approval. Thereafter, the Published Menus shall be submitted to the Facilities General Manager for review and approval no later t han J uly 1 p receding t he b eginning o f t he n ext Accounting Year.

4.2.8 Food Purchasing Specifications and Standards. The Contractor shall provide foods that meets or exceed the minimums stated below. I n t he e vent t he m inimums b elow a re s ilent f or a particular food purchase, the industry food purchasing standard shall be utilized.

4.2.9 All f oods p rovided s hall c omply w ith t he USDA G rades a nd Standards and any subsequent revisions.

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4.2.10 Contractor’s o wn p urchasing s pecifications m ust e qual o r exceed these minimums:

4.2.10.1 All m eats, m eat p roducts, p oultry, p oultry p roducts, a nd fish must be USDA inspected.

4.2.10.2 Beef, lamb, and veal shall be USDA Choice.

4.2.10.3 Pork shall be U.S. No. “1”

4.2.10.4 Poultry shall be U.S. Grade “A”

4.2.10.5 Fresh fish and seafoods shall be top grade, frozen fish and seafoods s hall b e a n ationally d istributed b rand, p acked under Continuous inspection by the USDA.

4.2.10.6 Dairy products:

4.2.10.6.1 Eggs -fresh USDA or state graded “A Quality”

4.2.10.6.2 Butter -USDA U.S. Grade “A”

4.2.10.6.3 Cheese -USDA U.S. Grade “A” for all graded
Cheese

4.2.10.6.4 Milk and milk products -USDA Grade “A”

4.2.10.7 Fresh fruit and vegetables:

4.2.10.7.1 Fresh Fruit - USDA U.S. Fancy

4.2.10.7.2 Fresh Vegetables - USDA U.S. No. “1”

4.2.10.8 Dry stored items and Canned goods -U.S. Fancy.

4.2.10.9 Frozen f ruits a nd v egetables - USDA U .S. G rade “ A” o r U.S. Fancy.

4.3 Prices, Samples and Merchandise.

4.3.6 4.3.1 Published Prices. Contractor shall post in a conspicuous place at each bar and Concession stand a Complete list of prices of all articles offered for sale. The Content and manner of posting of each list, including the style and size of the signs, shall be subject to the written approval of the Facilities General Manager, which approval shall not be unreasonably withheld.

4.3.1.1 Prior t o i mplementing a ny p rice c hange, C ontractor shall n otify a nd o btain w ritten a pproval f rom t he Facilities G eneral M anager. T his a pproval
requirement shall apply to all items offered to Users

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of the Center, whether provided through Concessions
or vending operations or the Catering menus.

4.3.1.2 Although requests f or m enu price Changes shall be made as part of the annual Sales and Marketing Plan,
City r ecognizes t hat n ational a nd g lobal e conomic events m ay have an impact on Contractor’s pricing.

Therefore, C ontractor m ay s ubmit r equests f or
Changes to menu prices in writing for approval by the
Facilities G eneral M anager t hroughout t he F iscal
Year. The request shall include a brief description or
reason f or t he C hange, t he p rice(s) t o b e C hanged (listed by line item or across the board), the proposed % or proposed dollar amount Change, data used to
Calculate the Change, and impact to overall budget (if
any).

4.3.1.3 Notwithstanding the foregoing, the provisions of this Article 4.3.1, Published Prices shall not apply to the
prices t o b e c harged b y C ontractor f or a lcoholic beverages it may offer for sale at the Center. Prior to implementing a ny p rice c hange f or a ny a lcoholic
beverages, C ontractor a grees t o C onsult w ith t he
Facilities G eneral M anager t o o btain t heir i nput
thereto. Nonetheless, the determination of the prices
to be Charged for alcoholic beverages for sale at the
Center shall rest solely with Contractor.

4.3.2 Competitive Prices and Portions. Contractor shall ensure the City that i ts c atering a nd c oncession p rices a nd p ortions a re competitive w ith s imilar f acilities. T he F acilities G eneral Manager r eserves t he r ight t o r equire t he C ontractor t o increase or decrease prices and/or portion sizes.

4.3.2.1 Upon request, the Contractor shall conduct a pricing study utilizing a c ompetitive s et o f l ocal h otels ( at l east t hree), and like competitive convention centers around the country (at least three). The competitive set for the survey will be approved i n w riting i n a dvance b y t he F acilities G eneral Manager as part of the Sales and Marketing Plan.

4.3.3 Samples a nd M erchandise. N o c ompeting v endors o r s ales representatives of merchandise normally sold by Contractor will be allowed to operate within the confines of the Center at any time during the Term of this Agreement, except with the prior written consent of the Facilities General Manager. Nothing in this A greement s hall b e c onstrued t o p rohibit a U ser f rom engaging i n P ermitted S ampling ( as d efined h erein) t o t he

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extent p ermitted b y a pplicable l aw i n c onnection w ith t he exhibit or other type of event at the Center when such User is in the business of manufacturing or distributing such food and beverage i tems. A s u sed h erein, “ Permitted S ampling” s hall mean t he d istribution o f f ood a nd/or n on-alcoholic b everage promotional p roducts i n s ample-sized p ortions ( “Sample Items”), provided that:

4.3.3.1 Contractor i s p rovided r easonable p rior w ritten n otice o f such distribution,

4.3.3.2 Such distribution is made at no charge to the public, and

4.3.3.3 The C ity, t hrough i ts F acilities G eneral M anager, s hall ensure that their contract with the User(s) provides for the User t o i ndemnify C ontractor a nd t he C ity f or a ny damages a rising f rom a nd/or i n c onnection w ith t he distribution of such Sample Items.

4.3.4 Sample I tems. N o U ser s hall p rovide f ree s amples o f f ood, non-alcoholic beverage and merchandise products where such samples a re o ther t han a " sample" s ize, p rovided t hat s uch distribution has been authorized by the Food Service General Manager. N o s ampling o f a lcoholic b everages s hall b e permitted u nless a pproval i n w riting b y F acilities G eneral Manager and with compliance with ABC laws and regulations.

4.3.5 The City, through its Facilities General Manager, reserves the right t o r equire a B uy-out F ee f rom t he U ser, i n a ccordance with Exhibit “D” Buy-out-Fee Schedule.

4.4 Marketing, Advertising and Branding.

4.4.5 Contractor’s Obligation to Market Center. Contractor shall use its commercially reasonable efforts to m arket the Center and generate Gross Receipts for the benefit of the City consistent with t he r epresentations c ontained i n C ontractor’s O ffer a nd this Agreement.

4.4.2 Logos. Contractors shall not display any identifying logos and/or graphics w ithin t he C enter e xcept ( a) a s m ay b e o n i ts employee i dentification b adges o r uniforms or (b) as m ay be utilized in connection with the concession stands, carts, kiosks

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or o ther p ortable c oncessions o r ( c) a s m ay b e a ffixed t o equipment, S mallwares o r o ther p roducts i dentifying t he manufacturer of the product used by Contractor or (d) as may be requested by a User of the Center. Signs and other graphic materials that are used by Contractor must have prior written approval by the Facilities General Manager.

4.4.2.1 Contractor s hall n ot p lace s ignage p rinted w ith commercial brand name identification at the Center or
use s uch s ignage w hen p roviding C atering a nd
Concession Services to Users of the Center.

4.4.2.2 The C ity o r F acilities G eneral M anager w ill p rovide the C ontractor w ith l ogo, b rand a nd s tyle g uide f or use w ith a ll m arketing, c ommunications a nd
identification purposes to be displayed electronically, on a ny p hysical s ignage, u niforms, a nd l etterhead, etc.

4.4.2.3 City’s Logo. Contractor shall not in any manner use City’s logo, or the Catering and Concession Services,
or the Center for advertising, publicity, marketing, or public r elations p urposes w ithout t he F acilities
General Manager’s prior written approval.

4.4.3 Marketing. The C ontractor i s r esponsible f or t he d evelopment and execution of an acceptable sales and marketing program for the Catering and Concessions Services at the Center. All advertising a nd p romotional m aterial r equires p rior w ritten approval of the Facilities General Manager before it is printed, published, o r b roadcasted. T he C ontractor s hall n ot u se i ts corporate name or logo on any Center sales brochures, menus or uniforms, business cards, letterhead or other materials.

4.4.3.1 The C ontractor s hall p articipate i n p hotoshoots o f events i n w hich c atering s ervices a re a r equired component (galas, banquets, etc.) for marketing and
promotional purposes.

4.4.3.2 The C ontractor s hall b e r equired t o secure i ts employees’ advance written approval to be filmed in
any and all promotional photo and/or video shoots as
deemed necessary by the Facilities General Manager
for s uch m arketing a nd p romotional p urposes.

Contractor shall ensure that any employees who do
not provide advance written approval to be filmed are

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not c aptured i n p romotional p hoto a nd/or v ideo
shoots.

4.4.3.3 The City will share City’s photography or videography with Contractor for marketing purposes, as approved
by the Facilities General Manager.

4.4.4 Center’s W ebsite. The C ontractor’s m arketing p rogram s hall include c ooperation w ith t he C enter i n t he d evelopment, operation and maintenance of the Center’s website relating to Catering a nd C oncession S ervices. P articipation i n t he Center’s website includes, but is not limited to the following:

4.4.4.3 Providing annually updated catering and concession menus for publication.

4.4.4.4 Coordinating w ith t he C ity a nd F acilities G eneral Manager f or p eriodic photoshoots of client banquet,
luncheon, and bar services of selected events to be
published on websites.

4.4.4.5 Providing q uarterly u pdated s tatistics o n c ommunity partnerships with local f ood purveyors, use of Local
Brands, food d onation s ervices a nd s ustainability
efforts.

4.4.4.6 Providing a ccess t o t he G eneral M anager a nd Facilities G eneral M anager o f S ales f or p eriodic
interviews to be used for promotion of the Facility and its Catering Services.

4.4.4.7 Providing general contact information for the General Manager and Facilities General Manager of Sales.

ARTICLE 5. TRANSFER OF SERVICES

5.4 Phase-In. The Contractor shall be expected to commence to phase in its services prior to July 1st, 2026.

5.2 Phase O ut. The Contractor recognizes that the services provided by this Agreement a re v ital t o t he C enter’s o verall e fforts t o p rovide s afe a nd pleasant c onvention a nd e ntertainment F acilities; t hat c ontinuity t hereof must be maintained at a consistently high level without interruption; that upon e xpiration o f t he A greement a s uccessor m ay c ontinue t hese services; that its successor caterer shall need phase-in training; and that Caterer must c ooperate i n o rder t o e ffect a n o rderly a nd e fficient transition.

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5.2.1 The C ontractor s hall p erform a s mooth a nd t ransparent transfer o f s ervices s uch t hat t he t ransfer s hall b e a ll b ut unnoticeable to the City’s Users.

5.2.2 The P hase O ut p eriod w ill b egin u pon e xecution o f a n Agreement w ith C ontractor’s s uccessor u p u ntil e xpiration o f this Agreement. Should Phase-Out services be required after expiration o f t his A greement, C ontractor shall e nter i nto a no-cost Transition Services Agreement with the City.

5.2.3 The Contractor shall be required to provide phase-out services prior t o A greement e xpiration t o i ts s uccessor c aterer a t n o extra c harge t o t he C ity. T he C ontractor s hall b e t otally responsible f or p roviding t he s ervices c alled f or b y t he Agreement d uring i ts p hase-out p eriod a nd a grees t o cooperate w ith i ts s uccessor c aterer i n a llowing a s m any personnel as practical to remain on the job in order to enhance the c ontinuity a nd c onsistency o f t he s ervices i n t he Agreement.

5.2.4 As part of Phase Out services, Contractor shall meet with its successor to plan transition and to identify all items, materials, equipment, o perational a ctivity, e tc. t hat w ill t ransition t o t he successor caterer.

5.2.5 Additionally, at the termination or expiration of this Agreement, the Contractor shall assign all catering contracts and catering deposits, f or e vents t hat a re s cheduled t o o ccur a fter t he effective d ate o f t ermination, t o t he s ucceeding c aterer a nd communicate w ith c lients o nly w ith F acilities G eneral Manager-approved materials.

ARTICLE 6. RIGHTS AND OBLIGATIONS OF CONTRACTOR

6.1 Grant o f C oncession a nd C atering R ights. Contractor u nderstands t hat customer service is of utmost importance to the City, All services provided under this Agreement shall be performed by Contractor in a manner that supports City’s goal to provide superior customer service, Contractor shall constantly e ndeavor t o i mprove t he C atering a nd C oncession S ervices with a v iew t oward d eveloping m aximum s ales a nd s ervice a nd t o promote t he m arketing o f t he C enter t o U sers o f t he C enter, p otential Users of the Center and their patrons. The Facilities General Manager will notify C ontractor o f a ny u nacceptable levels of service and undesirable practices a nd C ontractor s hall immediately r emedy s ervice d eficiencies and/or d iscontinue t he u ndesirable p ractices p romptly, S ubject t o t he

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terms of this Agreement, the City hereby grants to Contractor the rights, and Contractor hereby accepts the obligations and duties, set forth below:

6.1.1 Contractor shall have the exclusive right to provide the Catering Sales and Concession Sales at the PSCC in its own capacity or through a Subcontractor.

6.1.2 The Contractor’s provision of Catering Sales and Concession Sales a t t he C enter, i n i ts o wn c apacity o r t hrough a Subcontractor, shall be subject to and in accordance with this Agreement.

6.1.3 Local Brands. Contractor shall provide a variety of innovative facility design concepts at the PSCC create a mix that includes, at a m inimum, w ell k now m arket-tested l ocal o r r egional branded concepts, or proprietary brands through use of Local Brands at the PSCC in accordance with Exhibit A-1.

6.1.4 Contractor a nd S ubcontractors m ust r eceive t he F acilities General M anager’s w ritten a pproval f or e ach P lanned U ser Service or Novelty Service. T he Facilities General Manager’s approval of the sale of items bearing the Center’s logo shall be based o n t he d esign, quality, and workmanship of each item and the approval shall not be unreasonably withheld. Gifts and novelties for special events are not within the exclusive right of Contractor under this Agreement.

6.1.5 Contractor, o n b ehalf o f t he C ity, s hall s olicit a nd s elect Subcontractors to provide the Catering Sales and Concession Sales at the Center. Contractor shall manage the activities of each Subcontractor on behalf of the City in accordance with an agreement t hat s hall b e b y a nd b etween t he C ontractor a nd Subcontractor. T he C ity a nd F acilities G eneral M anager reserve the right to review and approve any such agreements.

6.1.6 Contractor s hall h ave t he exclusive r ight t o p rovide a lcoholic beverages a t a ny e vent h eld a t t he C enter, i ncluding without limitation f or t he P alm S prings I nternational F ilm S ociety’s International Film Awards & Gala for 2027 and 2028.

6.1.6.1 Alcoholic B everages, a s a D irect O perating C ost, shall be offered for sale and served under a license
issued b y t he S tate o f C alifornia a nd C ity o f P alm Springs in strict accordance with California state law
and A rticle 1 9, C ontractor’s p rivilege t o p rovide alcoholic beverages shall be subject to the provisions
of a pplicable C alifornia l aw a nd r egulations o f t he

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California A lcoholic B everage C ommission, o r i ts
successor, The Facilities General Manager reserves
the right to limit which events alcoholic beverages are sold. T he C ity a cknowledges t hat w hile C ontractor shall u se c ommercially r easonable e fforts t o o btain the requisite licenses to sell and service alcohol in a prompt m anner, i ssuance o f s uch l icenses i s n ot
wholly w ithin C ontractor’s c ontrol a nd s uch l icenses may not be issued until some timesometime following
the Effective Date.

6.1.7 Contractor s hall h ave t he non-exclusive r ight t o s ell N ovelty Services through concession stands or otherwise.

6.1.8 Use of the Center by an Outside Caterer shall not include the use o f a ny o f C ontractor’s o ccupied a reas, e quipment o r inventory o ther t han t he s ervice c orridors u nless o therwise agreed b y C ontractor a nd t he C ity o r F acilities G eneral Manager in writing.

6.1.9 Contractor shall have the right to market Contractor’s Catering and Concession Services in concert with the marketing efforts of the Facility and the Facilities General Manager.

6.1.10 Contractor shall pay Direct Operating Costs promptly and in all respects in accordance with Article 13.

6.1.11 Contractor may not provide Catering and Concession Services to a ny e vent l ocated o utside o f t he C enter w ithout t he p rior written approval of the Facilities General Manager. If approved, Catering and Concessions Services of an event outside of the Center shall be done under the PSCC Catering logo/name. All revenues g enerated f or s uch o utside e vents s hall b e considered p art o f t he G ross R eceipts u nder t his A greement and all requirements specified herein shall apply.

6.2 Changes to Scope of Catering and Concession Operations. If, during the Term of t his A greement, a F orce M ajeure, a s d efined b elow, i n t he s cope o f Catering and Concession Services required at the Center, or any part of the Center, occurs, the Facilities General Manager shall notify Contractor in writing of such material change.

6.2.9 Within t en ( 10) c alendar d ays o f s uch n otice o r s uch o ther period of time as the parties may mutually agree, the parties shall m eet a nd m ake g ood f aith e fforts t o r e-negotiate t he terms of this Agreement to address such material change. The parties shall have sixty (60) calendar days or such other period

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of t ime a s t he p arties m ay m utually a gree f ollowing t he notification o f t he F orce Majeure to agree to the terms of an amended A greement p ertaining t o t he F orce M ajeure. Any changes t o t he A greement d ue t o a F orce M ajeure s hall b e done through a written Amendment.

6.2.2 If t he p arties f ail t o r each s uch a greement w ithin t he s tated time period, either party shall have the right to terminate this Agreement upon providing the other party with at least twelve (12) m onths w ritten n otice. T he t ransition p rovisions o f t he approved transition plan submitted pursuant to Article 5 shall apply in the event of such termination.

6.2.3 Based on the business and economic conditions related to the Force M ajeure, t he C ity a nd t he C ontractor s hall m eet a nd make g ood f aith e fforts t o e ither e xtend, r e-institute, m odify these terms, and/or return to the original Contract terms.

6.2.4 Force Majeure shall mean: an event that materially affects the Contractor’s performance and is one or more of the following:
(1) A cts o f G od o r o ther n atural d isasters o ccurring a t t he project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable a nd u nforeseeable d elay i n t he i ssuance o f permits o r a pprovals b y g overnmental a uthorities t hat a re required f or t he W ork); a nd ( 4) p andemics, e pidemics o r quarantine restrictions. For purposes of this section, “orders of governmental a uthorities,” i ncludes o rdinances, e mergency proclamations a nd o rders, r ules t o p rotect t he p ublic h ealth, welfare and safety, and other actions of the City in its capacity as a municipal authority.

6.3 Independent C atering. Without t he p rior w ritten a pproval o f t he F acilities General M anager, t he C ontractor m ay n ot u se t he k itchen(s) a reas, Temporary K itchen, o r F acilities t o p rovide c atering o r o ther f ood a nd beverage services for events that are not sponsored by the City or held at the P SCC, W elwood M urray M emorial L ibrary o r t he P alm S prings Visitor’s Center.

6.3.1 Any c atering s ervices p erformed u sing C enter p roperty f or off-premises consumption, including, but not limited to, off-site catering, c haritable m eal d elivery, o r r etail s ale s hall o nly b e offered and must be branded under Palm Springs Convention Center C atering, o r a ny s uccessor i n i nterest. C ontracts a nd order f orms s hall a lso b e b randed u nder P alm S prings Convention Center Catering, or any successor in interest. The

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Facilities General Manager has sole discretion to grant or deny any outside catering proposal or agreement.

6.4 Kitchen M anagement. Contractor s hall s erve a s t he k itchen m anager t o assure t hat a ll k itchen f acilities, i ncluding T emporary K itchens, a nd equipment a re u sed i n a n a ppropriate m anner c onsistent w ith i ndustry standards a nd c ompliant w ith t he C ounty o f R iverside D epartment o f Health, C ity o f P alm S prings o r a ny o ther a pplicable e ntities o r regulations.

6.5 Scheduled Events. Contractor shall serve as the PSCC exclusive food and beverage p rovider a t a ll s cheduled e vents, e xcept a s p rovided f or i n Exhibit “D”. and the Palm Springs International Film Society’s International Film A wards & G ala f or 2 027 a nd 2 028 o nly ( provided t hat t he t hird parties d escribed o n E xhibit D a nd P alm S prings I nternational F ilm Society’s I nternational F ilm A wards & G ala m ust m eet C ontractor’s insurance r equirements a nd m ust n ot s ell o r s ervice a lcohol e xcept through Contractor).

6.5.1 For t hose s cheduled e vents r equiring f ood o r b everage Concession S ales, t he C ontractor s hall m aintain a n o pen concession stand from the time the Center’s doors open for the scheduled e vent u ntil C enter’s a pproved c oncession s tand closing time, or as required by each event.

6.5.2 For other events, Contractor shall coordinate concession sales hours with the Facilities General Manager or his/her designee.

6.5.3 Contractor s hall o perate m ultiple c oncession l ocations w ithin the Center when appropriate in an effort to efficiently maximize concessions sales.

6.5.4 Contractor shall m aintain concession preparation and service areas in a clean and attractive state.

6.6 Specific Religious or Special Event Needs. The exclusive rights granted under this Agreement shall not be construed so as to prevent or prohibit either the City, or a licensee or lessee of the Center, with the Facilities General Manager’s approval, from engaging or contracting for an outside catering service to meet specific religious or special event needs, subject to p ayment o f t he B uyout F ee. H owever, t he C ity w ill recommend Contractor as f irst c hoice for a ll c atered e vents, p rovided C ontractor demonstrates the required ability to meet the specific needs. Use of the Center by an outside catering service shall not include the use of any of Contractor’s o ccupied a reas, i nventory o r e quipment o ther t han t he

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service corridors unless otherwise agreed by Contractor and the City in writing.

6.7 City U se a nd L ocal a nd C ommunity N on-Profit G roup U se. D uring t he Accounting Year, Catering and Concession services are available to the City in the Center for City Use events at actual cost and expense only for labor and food. “City Use” is defined in the Contract Services Agreement 25P206- Convention Center and Tourism Management Services.

6.7.1 All C ity U se e vents r equire p rior w ritten a pproval o f t he C ity Manager or designee and Facilities General Manager.

6.7.2 Catering a nd C oncession s ervices p rovided f or C ity U se event’s a ctual c ost a nd e xpense s hall b e d educted f rom t he sum o f t he C ity’s N et P rofit a nd C ommission o n a n a nnual basis.

6.7.3 Contractor and City agree to execute an Exhibit A-2 to outline the objective requirements for provision of food and beverage at the Facilities by Local and Community Non-Profit Groups.

The p arties will d evelop E xhibit A -2 t o r emove e xclusivity f or Catering a nd C oncession S ervices u p t o a c ertain d ollar threshold p er e vent f or t hese g roups. T hresholds f or t his Exhibit A -2 w ill b e n egotiated w ithin 3 0 d ays o f t he E ffective Date and return to the City Council for consideration.

6.8 Kitchen A reas. Contractor h as t he e xclusive r ight t o m anage t he k itchen areas including the associated office, Temporary Kitchens and associated accommodations used during Construction, and storage spaces located at the Center, as applicable. No other caterer or third-party may use the Kitchen Areas without the Facilities General Managers prior approval.

6.9 Inconvenience During Construction. Contractor recognizes that from time to time it will be necessary for the City to initiate and carry forward programs of c onstruction, r econstruction, e xpansion, r elocation, m aintenance a nd repair in order that the Center may be suitable to serve the community, and t hat s uch c onstruction, r econstruction, e xpansion, r elocation, maintenance a nd r epair m ay i nconvenience o r t emporarily i nterrupt Contractor’s operations at the Center. Contractor agrees that the City and its officers, agents, employees, concessionaires and representatives are not liable for such inconveniences or interruptions. Subject to any rights expressly reserved in this Agreement, Contractor waives any right to claim damages o r o ther c onsideration d ue t o s uch i nconveniences o r interruptions.

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6.10 Notice o f E vents a nd C ancellations. The C ity s hall a ssume n o l iability f or cancellation of scheduled events.

6.11 Event S ummary. Contractor s hall p rovide t o C ity a nd F acilities G eneral Manager, in a format acceptable to Facilities General Manager, a monthly written summary of food and beverage sales at each event serviced by Contractor within thirty (30) calendar days after each Accounting Period or as requested by the City or Facilities General Manager, indicating where appropriate, customer pricing, guarantees, sales by area, total inventory sales, total register sales, and cash overages and shortages.

6.11.1 If r equested i n w riting b y t he F acilities G eneral M anager, Contractor s hall a ttach t he c orresponding d eposit t icket a nd credit card transmission reports to all daily sales reports.

ARTICLE 7 OPERATIONS

7.1 General. The F acilities G eneral M anager w ill p rovide C ontractor w ith reasonable access to all parts of the Center necessary to enable Contractor to prepare for and operate the Catering and Concession Services.

7.1.1 Contractor shall keep the operations open during the hours as may be reasonably required to adequately meet public demand as determined by the Facilities General Manager.

7.2 Hours of Operation. The Contractor’s hours of operation shall generally be agreed t o m utually b y t he C ontractor a nd t he F acilities G eneral M anager; however, the Facilities General Manager will retain final authority.

7.3 Property T axes. Notwithstanding a ny p rovision h erein t o t he c ontrary, Contractor s hall n ot b e r equired t o p ay a ny t axes, a ssessments, f ees, o r a ny other costs relating to equipment or other property owned by the City. The City, and n ot C ontractor, s hall b e s olely r esponsible f or p aying a ny p ossessory interest tax assessed on Contractor’s activities at the Center. Contractor shall be responsible only for taxes on its income earned under this Agreement.

7.4 Improvements/Additions t o C enter b y C ontractor. Contractor s hall n ot a lter, nor make improvements or additions to the Center or change the decor of any part of the Center without Facilities General Manager’s prior written approval, a nd a ll d esigns f or c apital i mprovements t o C ity p roperty i s subject to review and written approval by the Facilities General Manager.

7.4.1 Except a s r equired b y F ederal, S tate o r L ocal r equirements, such a s labor notices, Contractor shall not install any f ixture, sign, device, or appurtenance on any exterior or semi-enclosed surface o f a ny b uilding w ithout t he w ritten p ermission o f t he Facilities G eneral M anager. C ity m ay s pecify c onditions f or installation of such fixtures, signs, devices, or appurtenances,

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including, b ut n ot l imited t o, p ainting t o m atch s urrounding building c olors. F acilities G eneral M anager’s a pproval f or a sign or advertising device may include the location, type, size, and design of the proposed sign or advertising device.

7.5 Facility Damage. All damages shall be reported immediately to the Facility General Manager and submit a work order through the Facilities General Manager work-order system.

7.5.1 Payment of the cost of repair of damages done to equipment, fixtures, f loors, c eilings, w alls, w indows, d oors ( including b ut not l imited t o, p assenger, r oll-up, a nd o verhead d oors), elevators, drains, toilets, sewer, or other property (normal wear and tear excepted) caused by the Contractor or its employees or s ubcontractors’ n egligence w ill b e t he r esponsibility o f t he Contractor as a Non-Allowable Expense.

7.6 Facility Maintenance. The Contractor shall maintain at all times all Catering and Concession Service areas, business offices, kitchen dock areas, and retail sales areas in a neat, professional, and sanitary condition; arrange for t he c leaning a nd w aste r emoval f rom a ll C atering a nd C oncession areas to a central collection point.

7.7 Furnishings. Contractor shall maintain, clean, and disinfect the Furnishings used in the provision of the Catering and Concession Service within their Designated Areas.

7.7.1 The costs of all such maintenance included as Direct Operating Costs except to the extent paid from the Conventional Center Replacement Reserve Contribution

7.7.2 No equipment/furnishings should be stored, post-event, without prior c leaning o f a ll s urfaces, i ncluding, b ut n ot l imited t o, counter tops, shelves, where food or product comes in contact.

7.8 Equipment, Furnishing and Fixture Inspection. Contractor shall perform, on a regularly scheduled basis, routine inspections of all kitchen equipment to determine whether such equipment needs repair or replacement.

7.8.1 Contractor s hall i mmediately r eport t o t he F acilities G eneral Manager any required repair or replacement of Center fixtures or furnishings.

7.8.2 It i s a nticipated t hat o n or about July 1 of each year, City or Facilities General Manager will perform an annual maintenance inspection of the kitchen facilities and other areas occupied by

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Contractor a nd i ts s ubcontractors. T he C ity m ay c hange t he date of the annual inspection as an Operational Change.

7.8.3 Contractor shall promptly coordinate with the Facility General Manager t o c ure a ny d eficiencies t hat a re i dentified i n t he inspection.

7.8.4 Nothing in this provision requires an annual inspection or limits City a nd F acilities G eneral M anager’s r ights t o i nspect t he kitchens at any time during the Term of the Agreement. City or Facilities G eneral M anager’s f ailure t o i nspect o r i dentify deficiencies d oes n ot r elease C ontractor o f i ts m aintenance obligations.

7.9 Carpet P rotection. All carpeted f loor areas shall be protected with plastic and/or cardboard when setting up portable stands, bars, or service areas.

Contractor s hall b e r esponsible f or c arpet d amage c aused b y t he negligence o f t he C aterer, i ts s ubcontractors, o r a gents a s a Non-Allowable Expense.

7.10 Cleaning. Contractor s hall k eep a ll a reas o f t he C enter, e xcept s eating areas, w ithin a r adius o f t en ( 10) f eet o f e ach s tand, c ommissary, concession, and Catering and Concession work area, clean and free from all rubbish.

Contractor shall employ the necessary personnel before, during and after hours of any event to ensure compliance with this Article 7.

7.11 Clean As You Go Policy. Contractor shall utilize a “clean-as-you-go” practice to i nclude b ut n ot l imited t o c leaning s pills, d isinfecting s urfaces, a nd keeping work surfaces free from clutter and rubbish.

7.11.1 Trash, s pills, s torage c ontainers a nd o ther d ebris m ust b e removed immediately to maintain the Center in a first class or tour-ready condition.

7.12 County H ealth D epartment R equirements. Contractor s hall m aintain p roper sanitary c leaning p rocedures i n t he k itchen a nd c omply w ith a ll s tate, county, and City sanitation regulations.

7.13 Inspections. Contractor s hall i mmediately n otify t he F acilities G eneral Manager, in writing, of any notices of violations which are received during or in connection with inspections including but not limited to health and fire inspections.

7.13.1 A c opy o f a ny s uch r eport r eceived b y C ontractor s hall b e immediately sent to the Facilities General Manager. Contractor shall i nclude a ction p lans t o c orrect c onditions c ausing t he

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violations. City and Facilities General Manager shall have the option to be present at all inspections and shall be given prior notice of inspections whenever possible within two (2) business days of inspection date.

7.14 Third-Party Sanitation. The Contractor shall engage a third-party sanitation inspector, a pproved b y t he F acilities G eneral M anager, t o c onduct quarterly unannounced sanitation reviews (each a “Sanitation Review”) in at the specified locations.

7.14.1 Specified locations include but not limited to:

7.14.1.1 PSCC Kitchen (MainSouth)

7.14.1.2 PSCC Kitchen (Aux/Ballroom)

7.14.1.3 Temporary Kitchen(s) set up during PSCC Construction

7.14.2 The cost of each quarterly sanitation Review shall be a Direct Operating Cost.

7.14.3 The third-party sanitation inspector will separately rate each of the food service Facilities on a 100-point scale, with 85 points being considered a passing grade (a “Passing Grade”).

7.14.4 The Contractor shall deliver the results of each such Sanitation Review t o t he F acilities G eneral M anager i mmediately a fter said results are made available.

7.14.5 If d uring t he A greement, t he p arties r eplace t he t hird-party sanitation i nspector w ith a d ifferent s anitation i nspector, t he parties shall meet in good faith to determine the new inspection criteria, scoring scale and Passing Grade.

7.14.6 Notwithstanding, t he C ity r eserves t he r ight t o e ngage a ny other t hird p arty o r p erform i nspections i tself t o e nsure compliance w ith t he r equirements s et f orth i n t he e ntire Agreement.

7.15 City Inspection. The City reserves the right to notify Contractor at any time when conditions, in City or Facilities General Manager’s sole opinion, are unacceptable. A s a Non-Allowable E xpense, t he C ontractor w ill h ave twenty-four ( 24) h ours f rom w ritten n otification t o r emedy t he s ituation.

Should the Contractor require more than 24-hours to remedy the situation, Contractor shall notify the City and Facilities General Manager and both parties s hall m utually a gree o n a s chedule. S hould C ontractor f ail t o remedy the situation within the prescribed twenty-four (24) hours, or the agreed-upon schedule, City or Facilities General Manager will remedy the

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situation and i nvoice t he C ontractor f or r eimbursement. T he reimbursement expense is a Non-Allowable Expense. Failure to meet this obligation shall be considered a material breach of this Agreement.

7.16 Kitchens a nd F ood P reparation/Service A reas. The C ontractor i s s olely responsible for maintaining the cleanliness of kitchen areas, food service areas (including all concession stands), and all equipment and supplies.

Contractor m ust m aintain i mpeccable c leanliness a nd s anitation o f a ll food service equipment and kitchen facilities, with the latter maintained in a c lean a nd s anitary c ondition a t a ll t imes b efore, d uring a nd a fter a ll services (including, but not limited to, sweeping and mopping of floors of all concessions/catering areas post-event, regularly scheduled sweeping and m opping o f k itchen f loors, a nd g rease, d irt, e tc.; “ film” c annot b e allowed to accumulate.

7.17 Tallow S ervices. The C ontractor s hall c ontract w ith a t allow s ervice f or disposal of any tallow waste such as oil and grease. The tallow services shall c omply with a ll governmental l aws a nd regulations concerning the disposal of tallow.

7.17.1 The C ontractor shall not discharge any grease or oil into the City’s d rains a nd s hall k eep g rease a nd o il i n c ontainers f or disposal by the Contractor.

7.17.2 If the Contractor fails to comply with this subsection, any cost, charge, f ine o r e xpense t o t he C ity i nvolved i n o pening, cleaning, or repairing drains shall be paid by the Contractor as a Non-Allowable Expense.

7.18 Pest Control. The Contractor shall immediately report all pest sightings to the Facility General Manager and submit a work order through the City’s work-order s ystem. T he C ontractor s hall c ooperate w ith t he F acilities General Manager exterminators to control rodents and other vermin and pests (including flying pests/insects) as necessary.

7.18.1 Pest control services will be provided by the City or by a City contractor.

7.19 Sustainability. The C ontractor s hall o perate i n s uch a w ay a s t o e nsure compliance with all environmental programs in which the City participates including b ut n ot l imited t o t he r equirement t o e stablish, m aintain a nd operate a program dedicated to the separation, collection and storage of materials f or r ecycling, i n a ccordance w ith t he P alm S prings M unicipal Code Section 5.87 and 6.04.300.

7.19.1 Unless o therwise d irected b y t he C ity o r F acilities G eneral Manager, C ontractor s hall i mplement a r ecycling p rogram

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within (30) calendar days of day one of the initial Agreement Term a nd C ontractor s hall c ontinue s aid p rogram t hroughout the Term of this Agreement.

7.19.2 A copy of Contractor’s recycling program shall be provided to the Facilities General Manager within (30) calendar days of the Term of this Agreement.

7.19.3 Contractor shall submit an annual report to the City’s Office of Sustainability outline all sustainability efforts conducted during the prior fiscal year.

7.20 Hazardous W aste. The C ontractor s hall b e r esponsible f or t he p roper disposal of all hazardous waste used to perform services herein including but not limited to canned heat products like Sterno cans.

7.21 Contractor’s D esignated D ock a nd R eceiving A reas. T he C ontractor s hall maintain i n a s afe a nd s anitary c ondition t he a reas o f t he F acility’s receiving docks where food and beverages are delivered (which are under the supervision or control of the Contractor). For all purchases made by the Contractor for the successful execution of Catering and Concession Services, t he C ontractor s hall c oordinate w ith t he F acilities’ r eceiving personnel, as necessary.

7.22 Other A reas. The C ontractor i s r esponsible f or m aintaining i n c lean condition all other areas under Contractor’s control.

ARTICLE 8 TECHNOLOGY

8.1 The Contractor shall provide and support the following necessary for the performance of Catering and Concession Services and Contractor’s other duties and obligations pursuant to the terms of this Agreement; the costs of which shall be deemed Direct Operating Costs: office equipment, cell phones, c omputers a nd c omputer-related e quipment, d esktop s oftware licenses a nd m aintenance ( Microsoft W ord, E xcel, P owerPoint, e tc.), laptops, tablets, mobile devices, printers, network equipment, and network servers.

8.2 The Contractor shall, during the Term of this Agreement may be required to purchase, administer, maintain, and support Enterprise Systems such as, b ut n ot l imited t o, i nventory s ystems, f inancial s ystem, t ime a nd attendance system and other Enterprise Systems and Software solutions necessary for the performance of Catering and Concession Services and Contractor’s o ther d uties a nd o bligations p ursuant t o t he t erms o f t his Agreement. The City reserves the right to approve (such approval not to be u nreasonably w ithheld) t he e nterprise f inancial s ystem u tilized b y Contractor hereunder..

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8.2.1 City r eserves t he r ight t o h ave t he i nitial p urchase o f s uch systems a nd s oftware p art o f t he C onvention C enter Replacement Reserve Contribution.

8.2.2 The cost of on-going maintenance and support of the systems and software shall be deemed Direct Operating Costs.

8.3 The C ontractor s hall d uring t he T erm o f t his A greement, o btain high-speed internet service f rom a provider of their choice; the costs of which s hall b e d eemed D irect O perating C osts. T he i nternet s ervice should b e s ufficient t o s upport t he r equirements o f C ontractor’s o ffice staff.

8.4 The Contractor shall utilize the Facilities booking and scheduling system as the Contractor’s primary system.

8.5 The C ontractor s hall d evelop, i mplement a nd m onitor a cceptable u se standards for computers and internet use that are consistent with City of Palm Springs Acceptable Use Policies.

8.6 The City recognizes changes and advancements exist in the technology and t elecommunications i ndustry. I f C ontractor w ishes t o u pgrade o r change t heir t echnology n ot p reviously i dentified i n t his A greement, Contractor may request such change or upgrade in writing to the Facilities General Manager.

8.7 Information T echnology S ystems. I n c onnection with t he s ervices b eing provided hereunder, Contractor may need to operate certain information technology s ystems n ot o wned b y t he C ity ( “Non-City S ystems”), which may n eed t o i nterface w ith i nternet a ccess. C ontractor s hall b e responsible for all Non-City Systems.

8.8 If Contractor serves as the merchant-of-record for any credit or debit card transactions in connection with any of the services provided hereunder, then C ontractor s hall b e r esponsible f or c omplying w ith a ll a pplicable laws, r egulations a nd P ayment C ard I ndustry D ata S ecurity S tandards (PCI-DSS) related to the protection of cardholder data (“Data Protection Rules”).

8.9 PCI C ompliance. T he C ontractor s hall c omply w ith t he P ayment C ard Industry D ata S ecurity S tandards ( PCI D SS) p ublished b y t he P CI Security S tandards C ouncil, i ncluding a ny s ubsequent r evisions, a s applicable t o t he t ransactions p rocessed w hile p erforming s ervices through this Agreement.

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8.9.1 The C ontractor s hall p rovide t he C ity w ith a nnual P CI compliance audit (letter of Attestation), no later than December 31st of each year.

8.9.2 If the Contractor or any subcontractor becomes aware that the Contractor o r s ubcontractor i s n ot, o r w ill n ot l ikely b e, i n compliance w ith P CI D SS f or a ny r eason i n r elation t o i ts activities at the Center, the Contractor shall notify the City and Facilities G eneral M anager, i n w riting, w ithin 2 4 h ours o f t he finding.

8.9.3 The C ontractor s hall i mmediately n otify t he F acility G eneral Manager, in writing, if the following conditions arise:

8.9.3.1 The C ontractor b ecomes a ware t hat C ontractor o r subcontractor i s n ot, o r w ill n ot l ikely b e, i n compliance with PCI DSS for any reason in relation to
its activities at the Center.

8.9.3.2 The C ontractor b ecomes a ware o f a ny s uspected, alleged o r c onfirmed t heft o r c ompromise o f
cardholder data or card transaction information.

ARTICLE 9. CITY’S RIGHT TO ACCESS

9.9 City Right of Access. The City shall have 24-hour access to all parts of the Center and other areas in which Contractor may be working. To the fullest extent p ossible, C ity s hall p rovide r easonable p rior n otice t o C ontractor prior to accessing any secured areas of the Center in which Contractor is operating ( including, without l imitation, a ny m oney r oom a t the Center).

City m ay i nspect a ny a rea c ontrolled o r o ccupied b y C ontractor t o determine compliance with health, fire, security, safety, maintenance and sanitation s tandards a nd m ay immediately enter any area if required to assess or respond to an event or condition that, in the City’s sole opinion, creates an imminent danger of injury or damage to persons or property.

Nothing herein shall be held to limit or qualify the right of the City to a free and u nobstructed u se, o ccupation, a nd c ontrol o f t he C enter, o r o f t he City’s right of ingress and egress to the Center for itself, its caterers and the public.

9.10 City’s Right to Use. The City shall have the right to use. upon reasonable prior written notice to Contractor, any spaces in the Center, for non-food service e vents a t a ny t ime, i ncluding s paces t hat h ave b een p reviously committed by the Facilities General Manager for use in connection with the C atering a nd C oncession S ervices u nder t his A greement, p rovided such use does not materially interfere with Contractor’s ability to perform its services hereunder.

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9.3 Waiver o f R esponsibility. T he C ity s hall n ot b e r esponsible u nder a ny circumstances for loss or damage to Contractor’s supplies, materials, or to any improvements made to Contractor’s Designated Areas or any other areas where Contractor performs the Catering and Concession Services, or t o a ny p ersonal b elongings o f C ontractor o r C ontractor’s P ersonnel brought into the Center except to the extent allowed by law.

ARTICLE 10. OBLIGATIONS OF THE CITY

10.3 Contractor’s O ffice a nd S torage S pace. In a ddition t o t he s pace t o b e designated pursuant to Article 6, the City and Facilities General Manager shall make available to Contractor (a) office space in the Facility that is adequate i n a ll r espects w ith a ppropriate f urnishings f or C ontractor’s accounting, r ecord k eeping, S ales, a dministration s upport, k itchen operations, a nd m oney c ounting f unctions, i f a pplicable; and (b) reasonable s torage a nd c ommissary s pace f or s tock a nd e quipment; provided however that City shall not be responsible for any office support, office e quipment, o r o ffice s upplies. C ontractor m ay n ot u se t he C ity’s equipment or office supplies.

10.1.1 The Facilities General Manager will provide space in each data wiring c loset f or C ontractor’s n etwork e quipment i n o rder t o enable d elivery o f C ontractor n etwork c onnectivity t o i ts employees.

10.2 Utility Services.

10.2.1 The cost to repair or replace any utility service or lines due to damages c aused b y C ontractor’s n egligence a nd w illful misconduct, i ts s ubcontractors o r p ersonnel s hall b e a t Contractor’s expense and not as a Direct Operating Cost.

10.2.2 The C ity s hall f urnish t o C ontractor a ll u tilities, i ncluding electricity, gas and water, to enable Contractor to perform its duties h ereunder. N either t he C ity n or C ontractor s hall b e liable o r r esponsible f or a ny f ailure t o f urnish a ny s ervices including e lectricity, g as, w ater, o r d rainage s ervice, w hich failure is caused or brought about in any manner by an event of Force M ajeure, t he b reakdown o r f ailure o f a pparatus, equipment, o r m achinery e mployed i n i ts s upply o f s aid services, any temporary stoppage for the repair, improvement, or e nlargement t hereof, o r a ny a ct o r c ondition b eyond i ts reasonable c ontrol. F urther, n either t he C ity n or C ontractor shall be liable or responsible for any consequential, economic or p roperty l oss o r d amage c aused o r b rought a bout b y a ny such occurrence.

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10.3 Parking. All C ontractor p arking s hall b e c oordinated w ith t he F acilities General M anager. C ontractor a cknowledges t hat a p ortion o f t he Convention C enter p arking i s g overned b y a l ease o f r eal p roperty t he property (APNs 508-055-009, -008 and -007) referred to as the “Prairie Schooner L ot” a nd w hich i s o wned b y a p rivate p arty. A c opy o f t he Amended a nd R estated P arking L ot L icense A greement h as b een provided to Contractor and is on file in the Office of the City Clerk.

ARTICLE 11.CHANGES TO CITY POLICIES.

11.1 CHANGES TO CITY POLICIES. IN THE EVENT CHANGES TO ANY OF THE C ITY’S P OLICIES R EFERENCED I N T HIS A GREEMENT O CCUR DURING T HE T ERM O F T HIS A GREEMENT, I T W ILL B E T HE C ITY’S RESPONSIBILITY TO INFORM CONTRACTOR OF ANY SUCH CHANGES.

11.2 Food S ervice G eneral M anager a nd E ssential M anagement P ositions. The Contractor s hall e mploy a h ighly s killed p rofessional f ull-time, o n-site management staff possessing the necessary experience and expertise to provide the overall management of a Catering and Concession Services.

11.3 Annual S taffing P lan. For p urposes o f d etermining a llowable D irect Operating Costs, the Contractor shall submit an Annual Staffing Plan no later than May 1st for the forthcoming Accounting Year for approval by the City and the Facilities General Manager. The Annual Staffing Plan shall be r eflective o f e ach o f t he C onstruction P hases a nd s hall i dentify t he “Essential Management Positions” needed for the corresponding Phase.

11.3.2 The C ontractor’s A nnual S taffing P lan s hall p ropose t he number, function, qualifications, and compensation, (including an itemized detail stating the salary, bonus calculation, bonus amount(s) a nd b enefits) o f i ts E ssential M anagement Employees a nd s hall c ontrol t he t erms a nd c onditions o f employment relating to such employees. The City and Facilities General Manager have the right to review and approve staffing levels and proposed Staffing Plan.

11.3.2 As part of the Annual Staffing Plan, the contractor shall include a m anagement o rganizational c hart d etailing e ach p osition specified within the plan.

11.3.3 Full-time m anagement e xpense t hat h as n ot r eceived p rior written approval to the extent expressly required herein will not be a Direct Operating Cost.

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11.3.4 City, t hrough t he F acilities G eneral M anager, a pproved severance packages associated with the Construction shall be a Direct Operating Cost.

11.4 Food Service General Manager (FSGM).

11.4.2 The C ontractor s hall e mploy a F SGM a t t he C enter. U nless otherwise agreed by the Facilities General Manager and City, the FSGM must have a minimum of five (5) years’ experience in operating foodservices with a minimum of two (2) years of consecutive employment in a convention center operation with comparable responsibilities.

11.4.1.1 The FSGM must have education and/or experience in food a nd b everage s ervice with p articular e mphasis upon effective marketing techniques.

11.4.1.2 The FSGM must have a high degree of management expertise, as evidenced by prior f ood and beverage
service m anagement d uties i nvolving c onvention
center f ood a nd b everage s ervice o perations, h igh quality f ood p roduction a nd s ervice, a nd e ffective financial controls.

11.4.1.3 The F SGM s hall c oordinate a ll C atering a nd Concession S ervices w ith s ubcontractors, v endors,
and/or C ontractor’s P ersonnel. T he F SGM s hall b e
responsible for all Catering and Concession Services
provided b y t he C ontractor a nd s hall s eek t o a void any disruption in service to Users of the Center.

11.4.2 Should t he F acilities G eneral M anager d etermine t hat t he FSGM is not satisfactorily performing the duties of the FSGM, subject t o c ompliance w ith a ll l aws a nd t his A greement, Contractor s hall, within thirty (30) calendar days of receipt of written n otice o f s uch d issatisfaction, m eet with t he F acilities General Manager to discuss its concerns. Should the FSGM’s performance f ail t o a ddress t he s pecific c oncerns o f t he Facilities G eneral M anager t o t he C ity’s s atisfaction w ithin a mutually a greed u pon t imeline b etween t he C ity a nd Contractor, C ontractor s hall r eplace t he F SGM. A ny replacement o f t he F SGM s hall b e i n t he C ontractor’s s ole discretion, but Contractor shall take into account the Facilities General Manager’s requests, which may include replacing the FSGM w ith one w ho i s s atisfactory t o the F acilities G eneral Manager and City. To the extent Facilities General Manager requests s uch d ismissal o f t he F SGM, F acilities G eneral

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Manager a pproved c osts a ssociated w ith t he h iring o f a replacement FSGM, shall be deemed Direct Operating Costs.

Unless the Facilities General Manager agrees to a severance package i n w riting, a ny s everance p ackage C ontractor g ives the F SGM u nder t hese c ircumstances s hall b e p aid b y Contractor and not as a Direct Operating Cost. In the event the City a nd F acilities G eneral M anager a pprove a s everance package, such severance package shall be a Direct Operating Cost.

11.5.1 Essential Management Positions. The City and Facilities General Manager, shall h ave t he r ight t o a pprove t he h iring o f t he Essential M anagement Positions ( such e mployees, t he “ Essential M anagement E mployees”), otherwise C ity s hall b e d eemed t o a pprove o f s uch E ssential Management Employees. In the event Contractor seeks to replace any of the E ssential M anagement E mployees w ith d ifferent p ersonnel, s uch replacement s hall b e s ubject t o t he a pproval o f t he F acilities G eneral Manager, w hich s hall n ot b e u nreasonably w ithheld, c onditioned o r delayed.

11.5.2 The following positions (and only the following positions) shall be deemed “Essential Management Positions:”

11.5.2.1 Food Service General Manager.

11.5.2.2 Executive Chef.

11.6 Sales and Marketing Contractor Personnel Requirements.

The Contractor shall:

11.6.2 Employ a r easonable n umber o f e mployees n ecessary t o perform services specified herein.

11.6.3 Supervise all employees to ensure high quality performance of the services.

11.6.4 Require t hat t he F SGM o r h is d esignee b e o n t he C enter premises during all operating hours.

11.6.5 Recruit, e mploy, a nd t rain a ll e mployees n ecessary f or t he successful operation of Concessions and Catering Services.

11.6.6 Training o f t he C ontractor’s e mployees m ust i nclude s afety training, c ustomer s ervice, d ealing with c ustomer c omplaints, or any other training appropriate for the job function, including but n ot l imited t o c ash h andling, a nd A BC c ertification; t he costs of all such training being deemed Direct Operating Costs.

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11.6.7 Provide and maintain uniforms for all Contractor’s employees.

11.6.7.1 Each employee shall be neatly attired in an approved uniform, including a visible name tag.

11.6.7.2 The design of such uniforms shall be approved by the Facilities G eneral M anager. I t i s t he C ontractor’s responsibility to design and prepare specifications for uniforms for Catering and Concession employees to
wear a t a ll e vents, i ncluding v isible n ame t ag, a nd obtain F acilities G eneral M anager’s a pproval o f
uniform design. The costs relating to such uniforms is
a Direct Operating Costs.

11.6.7.3 Be solely responsible for the hygiene and appearance of its employees. The Facilities General Manager will
have t he r ight t o e stablish e mployees’ m inimum
hygiene and appearance standards.

11.6.7.4 Be responsible for employing competent and orderly employees who are neat, clean, and professional in
appearance, who act in a courteous and competent
manner, a nd w ho t reat a ll p atrons i n a r espectful manner.

11.6.7.5 Ensure the Contractor, its employees, subcontractors, and s ubcontractor’s e mployees s hall n ot, w hile o n any p remises o f t he C ity o f P alm S prings i n
accordance with City policy:

11.6.7.6 The C ontractor, i t’s e mployees,
subcontractors, s ubcontractor’s e mployees
shall n ot illegally use or possess a f irearm
on any premises of the City of Palm Springs
in a ccordance w ith C ity p olicy, a nd S tate
Law, i ncluding b ut n ot l imited t o p ersons
holding a State concealed handgun license
permit.

11.6.7.7 Use o r p ossess a lcoholic o r o ther
intoxicating b everages, i llegal d rugs o r
controlled s ubstances, n or m ay s uch
workers b e i ntoxicated, o r u nder t he
influence of alcohol or drugs, on the job.

11.6.7.8 Contractor shall not discriminate against any
employee o r a pplicant f or e mployment

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because o f a ctual o r p erceived r ace,
religion, c olor, s ex, a ge, m arital s tatus,
ancestry, n ational o rigin ( i .e., p lace o f
origin, i mmigration s tatus, c ultural o r
linguistic characteristics, or ethnicity), sexual
orientation, g ender i dentity, g ender
expression, physical or mental disability, or
medical c ondition ( each a “ prohibited
basis”).

11.6.7.9 Contractor s hall ensure that applicants are
employed, a nd t hat e mployees are treated
during t heir e mployment, without r egard t o
any prohibited basis.

11.6.7.10 Contractor c ertifies t hat i ts a ctions a nd omissions h ereunder s hall n ot i ncorporate
any discrimination arising from or related to
any p rohibited b asis i n a ny C ontractor
activity, i ncluding b ut n ot l imited t o t he
following: employment, upgrading, demotion
or t ransfer; r ecruitment o r r ecruitment
advertising; l ayoff o r t ermination; r ates o f
pay o r o ther f orms o f c ompensation; a nd
selection f or t raining, i ncluding
apprenticeship; and further, that Contractor
is i n f ull c ompliance w ith t he p rovisions o f
Palm S prings M unicipal C ode S ection

7.05.02, i ncluding w ithout l imitation t he
provision o f b enefits, r elating t o
non-discrimination in city contracting.

11.6.7 Immediately i nvestigate t he a llegations i f a ny e mployee, subcontractor o r s ubcontractor’s e mployee i s a lleged t o b e incompetent, disorderly, violated any applicable City policy or procedure, c ivil o r c riminal l aws, o r i s u nder t he i nfluence o f alcohol or drugs. While the due diligence is being conducted Contractor shall remove such worker from the Center and from providing s ervices p ursuant t o t his A greement a nd m ay n ot employ such worker again at the Center without the Facilities General M anager’s p rior w ritten c onsent a nd d ocumentation from t he C ontractor d emonstrating t hat t he a llegations a re unfounded. The C ity s hall n ot b e l iable f or C ontractor’s relationship with its employees or subcontractors.

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11.6.8 Contractor s hall c oordinate w ith t he C ollege o f t he D esert Culinary P rogram f or i nterns a nd p otential e mployee recruitment.

11.7 Temporary Employees. The Contractor shall advise temporary employees to enter and remain on the Center’s premises only during events at the Center and for a reasonable time prior to and subsequent to events, and only for the purpose of exercising, during events, the rights and privileges herein mentioned.

11.8 Personnel Policy. Upon request, the Contractor shall provide the City and Facilities General Manager with a copy of Contractor’s Personnel Policy which s hall r equire a ll C ontractor’s P ersonnel u nder t his A greement t o comply with all instructions, regulations and codes of conduct as specified by the Personnel Policy and any additional policies promulgated from time to time in writing by the Facilities General Manager, which will be provided on an ongoing basis that apply to all staff at the Center and so long as such policies are not inconsistent with Contractor’s Personal Policies.

11.8.1 All t emporary a gencies w ho p rovide p ersonnel t o C ontractor (personnel n ot e mployed, b ut u sed b y C ontractor) s hall b e provided w ith a c opy o f C ontractor’s P ersonnel P olicy a s i t relates t o i nstructions, r egulations, p olicies a nd c odes o f conduct o f C ontractor P ersonnel w ithin t he C enter. T he temporary a gencies s hall b e i nstructed t o e ducate a ny s uch personnel as to the applicable instructions, regulations, policies and code of conduct.

11.9 Personnel Substitutions. The Contractor shall ensure that only trained staff shall s ubstitute f or r egular e mployees d uring t heir a bsence. C ontractor shall furnish names to the Facilities General Manager of such substitute management employees to be used at the Center and ensure appropriate identification badges are issued by the Center.

11.10 Employee A cts. S ubject t o a pplicable l aws ( including a ny a pplicable privacy laws), Contractor shall immediately report to the City and Facilities General M anager a ny k nown c riminal a cts o r v iolations o f t he l aw (including t heft, e mbezzlement), o r a ny c rimes o f m oral t urpitude o r crimes against persons, or any serious violations of the applicable City or Contractor’s policies or procedures by any employees of Contractor or its subcontractors. U pon C ontractors r eceipt o f k nowledge o f a ny s uch suspected c riminal a cts o r v iolation o f t he l aw, C ontractor s hall immediately i nvestigate a nd n otify t he F acilities G eneral M anager i n writing if any such criminal acts or violation of the law have occurred and immediately take appropriate remedial action in accordance with the law.

Upon written notification, the Facilities General Manager may, in his sole

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discretion, a sk t hat a ny s uch C ontractor p ersonnel b e i mmediately removed from providing services under this Agreement.

11.11 The Contractor shall provide immediate notification to the Facility General Manager i f C ontractor h as a c urrent o r f ormer e mployee w ho h as expressed t hreats o f h arm o r v iolence a gainst a ny i ndividual, g roup o f individuals, the Contractor, the Center or its personnel, the City, Users of the Center or the general public.

11.12 Non-Employees of the Center. Personnel supplied by the Contractor shall be d eemed e mployees o f t he C ontractor a nd w ill n ot b e c onsidered employees o r a gents o f t he C ity o r F acilities G eneral M anager f or a ny purpose. The City and Facilities General Manager will not be liable to any party if any employees contract with the Contractor is breached, modified or terminated. The Contractor assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall b e s olely r esponsible f or t raining, s upervision, d aily d irection a nd control and payment of compensation for such personnel.

11.13 Labor Relations

11.13.1 Subject to an event of Force Majeure or a Significant Event, as defined i n t his A greement, C ontractor a grees t o p rovide undisturbed C atering a nd C oncession S ervices u nder t his Agreement regardless of strikes and other labor shortages and disputes to the extent allowed by law.

11.13.2 The Contractor shall be responsible for its own labor relations with a ny t rade o r u nion r epresented a mong C ontractor’s Personnel and shall negotiate and be responsible for adjusting all disputes between itself and Contractor’s Personnel or any union r epresenting s uch e mployees. C ontractor s hall e nsure that i n a ny a greement t hat C ontractor h as w ith a ny o f i ts subcontractors t hat t here b e a s imilar p rovision w hereby t he subcontractors w ill i ndemnify a nd h old C ity h armless f or a ny damages o r l osses i ncluding a ttorney’s f ees r esulting f rom labor relation disputes.

11.13.3 Labor Harmony Agreement

11.13.3.1 Contractor a cknowledges t hat f or t he
duration of the term of the Agreement, the Facilities
are a s ource o f t ax a nd o ther r evenues t o the City, and that the City has an interest in ensuring that the
operation of the Facilities are not disrupted by labor
disputes. As a result, the Contractor agrees to enter

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into one or more labor harmony agreements, each of
which s hall b e s ubject t o t he p arties’ m utual
agreement, each acting in its sole discretion (each a
“Labor H armony A greement”) i f l abor o rganizations
which r epresent w orkers i n P alm S prings t hat h ave indicated o r m ay i ndicate t heir i ntent t o o rganize operation and maintenance workers at the Facilities.

11.13.3.2 Such labor organizations may include, but
not be limited to, UNITE HERE Local 11, and UFCW
1167. Each Labor Harmony Agreement shall contain
provisions under which the labor union, for itself and
its members, agrees, at a minimum, to limit the right
to e ngage i n c oncerted e conomic a ction a t t he
Convention C enter a imed a t b ringing e conomic
pressure t o b ear a gainst t he C ity a nd C ontractor, including l imitations o f a ctivities s uch a s s triking, picketing, lock outs, boycotting or any other disruptive labor action.

11.10.1.1 Contractor s hall m aintain a ny L abor
Harmony Agreements for the duration of the term of
the A greement t o e nsure t he C ity’s u ninterrupted
revenues, whether a rising d irectly or indirectly, f rom the o peration o f t he F acilities. C ontractor s hall provide a c opy o f e ach e xecuted L abor H armony
Agreement t o t he C ity p romptly f ollowing i ts
execution. C ontractor s hall u se c ommercially
reasonable e fforts t o e nsure t hat t he o bligation t o enter L abor H armony A greements i s i ncluded i n a ll agreements w ith c oncessionaires, c ontractors, a nd
sub-contractors at or within the Facilities.

ARTICLE 12 COMPENSATION

12.1 Compensation. C ompensation. B eginning J uly 1 , 2 026, t he C ontractor shall be entitled to compensation for services under this Agreement based on a Management Fee Approach.

12.1.1 The “ Management F ee” s hall b e t he a nnual a mount p aid t o Contractor outlined in Exhibit “B”.

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12.1.2 Contractor s hall n ot b e r esponsible f or N et L osses, e xcept Contractor a grees t o a dvance a nd c arry a ny N et L osses incurred in the first (1st) three (3) months of operation following the E ffective D ate ( subject to reimbursement pursuant to the terms of this paragraph). In the event the Contractor sustains any N et L osses i n a ny m onth, C ontractor s hall s ubmit a n invoice w ith t heir m onthly a ccounting s tatement d etailing t he amount o f s uch loss. T hese N et L osses will b e r epaid t o Contractor from future Net Profits that would otherwise be paid to t he C ity. W ithout l imiting t he f oregoing, i n t he f irst Accounting Year, Operator may withhold from the Investment $500,000 to pay for any Net Losses incurred in such year, as described i n S ection 1 2.1.2.1 b elow. I n e ach s ubsequent Accounting Year, Operator may withhold from Net Profits that would otherwise be paid to the City $100,000 per month from the m onths o f J anuary t hrough a nd i nclude M ay ( 5 m onths, totaling $500,000), to pay f or any Net Losses incurred in the remaining months of such Accounting Years. If there are any Net Losses still being carried by Contractor at the end of any Accounting Y ear, t he c alendar y ear, this a mount s hall c arry over to the following fiscal year.

12.1.2.1 As described above, in the first (1st) contract year only Contractor may utilize an amount not to exceed Five
Hundred Thousand Dollars ($500,000) of the Capital
Investment t o o ffset a ny N et L oss s ustained w ithin the f irst s ix ( 6) m onths o f t he E ffective D ate o f t he Agreement. In such case, Contractor shall pay back
and m ake t he C apital I nvestment w hole w ith f uture Net Profits that would otherwise be paid to the City.

12.1.3 The Facilities General Manager and the Contractor will agree to an annual budget and reasonable operating expense ratios for product cost, payroll cost, and other Direct Operating Cost components ( the “ Authorized O perating E xpenses”). T he budget a nd e xpense r atios a re a n e stimate o nly a nd a ctual results may be affected by the number and type of events held at t he C enter, t he n umber o f a ttendees a t s uch e vents, a nd other factors.

12.1.4 The Contractor will provide monthly accounting statements to the F acilities G eneral M anager b y t he 1 5th o f e ach m onth along with the portion of Net Profits (if any) payable to City for such m onth. C ontractor m ay o ffset a nd d educt f rom s uch payments t o t he C ity a ny a mounts o wed t o C ontractor

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hereunder, including from Contractor’s carrying of Net Losses from a prior month.

12.1.5 Contractor agrees that for so long as total Gross Receipts in a given A ccounting Y ear a re $ 5.6 m illion o r m ore, C ontractor commits that the total commissions and other amounts paid to the City from Contractor’s operations from such year shall be at least $750,000 (and if actual commissions and other payments to C ity a re l ess t han $ 750,000 C ontractor s hall m ake a n additional payment to the City within 45 days of the end of such Accounting Year to make up the difference). In the event total Gross R eceipts i n a ny A ccounting Y ear a re l ess t han $ 5.6 million, t he m inimum c ommitment d escribed i n t his S ection

12.1.5 shall not apply to such year and instead the parties shall engage i n g ood f aith n egotiations t o r eset t he m inimum commitment for the following Accounting Year.

12.2 12.2 Catering and Concession Account. The Contractor shall establish a Catering a nd C oncession A ccount, o n b ehalf o f t he C ity, a t a f inancial institution agreeable to the City and Facilities General Manager, separate from all other accounts, and shall deposit therein all monies and revenues of any type generated pursuant to this Agreement.

The C atering a nd C oncession A ccount s hall b e u sed e xclusively f or deposit of Gross Receipts.

12.2.1 The a bove m ay b e a ccomplished b y C ontractor m anaging disbursements a nd l ock b ox t ransactions w ith C ontractor’s controlled accounts, with full accounting transactions provided to the City.

12.2.2 Contractor shall fund Net Losses for the first three (3) months of t he A greement. N otwithstanding t he f oregoing a fter i nitial deposit o f G ross R eceipts i n t he C atering a nd C oncessions Account, Contractor may transfer the funds in such account to a c orporate a ccount o f C ontractor where such f unds m ay be commingled w ith f unds f rom C ontractor’s o ther o perations.

Contractor m ay p ay D irect O perating C osts f rom s uch corporate a ccount. H owever, C ontractor s hall a t a ll t imes maintain a s eparate a ccounting o f a ll G ross R eceipts a nd Direct O perating C osts a nd p rovide a r eport o n s uch G ross Receipts and Direct Operating Costs on a monthly basis.

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12.3 Capital Investment Account

12.3.1 Contractor will make available to the City up to $2,500,000 (the “Capital Investment”)

12.3.1.1 Contractor i s p repared t o m ake a t otal c apital investment o f T wo M illion F ive H undred T housand
Dollars ( $2,500,000.00) ( the “ Capital I nvestment”).

Capital investment will be paid as follows:

12.3.1.2 Two M illion T wo H undred F ifty T housand D ollars ($2,250,000) t o b e p aid a s f ollows: ( i) O ne M illion Seven Hundred Fifty Thousand Dollars ($1,750,000)
by D ecember 1 , 2 026 ( to b e r educed t o t he e xtent funds are used for the purpose described in Section

12.1.2.1 above) ; and (ii) $500,000 on or before the
first anniversary of the Effective Date. These portions of the Capital Investment will be used (i) for the Point of S ale S ystem C ontractor w ill s ecure f or i ts
operations a t t he C enter, a nd ( ii) f or a ny
improvements t o t he P alm S prings C onvention
Center w ithin t he C ity’s d iscretion a nd t iming a fter close consultation with Contractor; however, City shall utilize these funds in its sole discretion; and

12.3.1.3 Two H undred F ifty T housand D ollars ( $250,000.00) of t he C apital I nvestment w ill b e d edicated t o t he Start-up T ransition C osts f or m anagement t o
Contractor. Any amount of this portion of the Capital
Investment remaining after paying all of Contractor’s
costs to transition management to Contractor shall be
used f or o ther i mprovements t o t he P alm S prings
Convention C enter C ity w ithin t he C ity’s d iscretion and timing after close consultation with Contractor to
be paid within (30) thirty days of the Effective Date;
however, C ity s hall u tilize t hese f unds i n i ts s ole discretion.

12.3.1.4 The Capital Investment shall be amortized monthly on a straight-line basis on Contractor’s books over a five (5)-year p eriod ( at a r ate o f 1 /60 p er m onth),
commencing on the Effective Date. Within 30 days of
the expiration or early termination of this Agreement
(for a ny r eason w hatsoever, i ncluding w ithout
limitation, i f d ue t o a b reach, d efault, o r b ankruptcy event b y o r a ffecting C ontractor, t he C ity s hall immediately p ay t o C ontractor t he u namortized

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amount of the Investment (the “Buyout Amount”). In
the event that City fails to pay Contractor the Buyout
Amount when due, the Buyout Amount shall accrue
interest at the rate of 1% per m onth, or the highest
rate permitted by law, whichever is less.

12.3.2 The obligation to pay for, and authority to perform, direct and supervise Capital Equipment purchases shall remain with City and w ill n ot b e c onsidered O perating E xpenses. C ontractor shall p rovide a ll r easonable m eans t o a ssist t o C ity i n connection w ith c oordinating a nd s cheduling a ll C apital Equipment purchases so as to minimize any interference with events a t o r b usiness o perations w ithin t he F acilities. T he annual p lan s ubmitted p ursuant t o S ection 1 9 s hall i nclude Contractor’s recommendation for Capital Equipment purchases to be accomplished during the year, as well as a five-year plan for C apital E quipment p urchases. S uch p lan s hall b e accompanied by an estimate of the cost of all such items and a request t hat C ity b udget f unds t herefor. C ity s hall r etain t he discretion t o d etermine w hether a nd t o w hat l evel t o f und Capital Equipment purchases to the Facilities.

12.3.3 Title t o a ny n on-fixture e quipment p urchased w ith C apital Investment funds shall remain with City.

ARTICLE 13 ACCOUNTING

13.1 Change Fund. The Contractor shall establish, with its own funds, and shall maintain throughout the term of the Agreement a “Change Fund” to be used for cash bank and petty cash purposes. The funds in the Change Fund shall be and remain t he p roperty o f t he C ontractor’s C orporate o ffice. C ontractor s hall n ot permit any of its employees to make change from open cash drawers, boxes, or containers, or from pockets of clothing.

13.2 Financial Documents. The Contractor shall deliver the following documents to the Facilities General Manager within the time periods stated, together with any documents or reports required by this Agreement The same categories of personnel and operating costs used in the annual budget shall be itemized in the monthly income statement. Contractor must be able to account for any earned interest on amounts held in the Catering and Concession Account. The income statement should include current Accounting Year budgeted and actual, month, and year-to-date amounts, with a comparison to the corresponding Accounting Period from the preceding Accounting Year.

13.2.1 Financial reports regarding its provision of Catering and Concession Services during such month, including a statement showing Gross Receipts and Direct Operating Costs for the applicable period.

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13.2.2 Additionally, OVG shall provide to Owner, within 24 hours following each event at the Facility, a daily Gross Receipts report in a form to be mutually agreed upon.

13.2.3 City may make requests for additional reports to be provided by Operating Memorandum executed between the Parties.

13.2.1 The C ontractor s hall a lso p rovide a d etailed s chedule o f a ll expenditures f rom t he S mallware R eserve F und w ithin t hirty (30) c alendar d ays a fter t he e nd o f e ach q uarter i n t he Accounting Year.

13.3 Direct Operating Costs. Subject to all of the terms and conditions of this Agreement, the Contractor shall be allowed to deduct the Direct Operating Costs from the Gross Receipts for the following costs as actually incurred and paid by Contractor in the management and operation of the Catering and Concessions Services at the Center. These costs shall be limited to the a ctual e xpenses i ncurred a nd p aid b y t he C ontractor, w ithout a ny mark up.

13.3.1 For a ny c ost t he C ontractor s eeks t o d educt a s a D irect Operating Cost but the City does not agree, both parties shall meet to discuss Contractor’s rationale. Both parties will make good f aith efforts to agree on whether or not the cost will be allowed.

13.3.2 Prior to submission of the Financial Documents (Article 13.2), the C ontractor s hall s ubmit a w ritten r equest t o t he F acilities General Manager for any cost not listed below, but for which the C ontractor b elieves t o b e a D irect O perating C ost. U pon written approval by the Facilities General Manager, the cost will be considered a Direct Operating Cost.

13.3.2.1 The C ontractor s hall p rovide t he F acilities G eneral Manager’s w ritten a pproval w ith a ll r elated F inancial Documents (Article 13.2).

13.3.3 Direct Operating Costs shall include, but not be limited to, the following items:

13.3.3.1 Cost of food and beverage products and supplies

13.3.3.1 13.3.3.2 on-site p ersonnel d irect c osts, i ncluding s alaries (including s ick, v acation, a nd h oliday p ay) a nd

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overtime; benefits; cost of relocation (only FSGM and
Executive Chef, if applicable); and payroll taxes.

13.3.3.2 The c ost o f t emporary c ontract l abor a nd subcontractors n ecessary t o c arry o ut t he C atering and Concessions Services at the Center; The cost of
licenses, i nsurance, p ermits a nd f ees a ssociated
therewith, p re-employment t esting, c riminal
background c hecks, l ocal p ersonnel r ecruiting
expenses t o i nclude a dvertising f or r ecruits, c ellular telephone service.

13.3.3.3 Laundry a nd l inen s ervices, c leaning a nd
maintenance c osts, i ncluding, w ithout l imitation, a ll costs i n p erformance o f t he o bligations s et f orth i n Article 7.

13.3.3.4 The lease or rental of Temporary Kitchen(s) and other temporary a ccommodations n eeded t o c ontinue
services d uring C onstruction. C ontractor s hall h ave City and Facilities General Manager’s prior approval
before incurring any costs associated with Temporary
Kitchen(s) or accommodations.

13.3.3.5 The r easonable c ost o f n ecessary a nd a ppropriate training f or C ontractor e mployees w orking a t t he
Center.

13.3.3.6 Cost of annual maintenance and support agreements associated w ith e nterprise s ystems a s d efined i n
Article 8.

13.3.3.7 Expenses incurred during travel for meals and lodging should be reasonable. Expenses for food and lodging
must b e b ased u pon a ctual, r easonable e xpenses
incurred. Original cash register or credit card receipts for all meals and lodging expenses greater than the
approved G SA p er d iem m ust b e m aintained a nd
listed i n t he r eports t o C ity a nd F acilities G eneral Manager as provided in the Reports and Audits and
the M onthly R eports s ections o f t he a greement.

Charges for meals or services on hotel bills should be
entered s eparately f rom t he r oom c harge. V ehicle
mileage w ill b e r eimbursed a t t he f ederal m ileage reimbursement r ate p ublished b y t he I nternal

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Revenue Service for the year in which the expense is
reported.

13.3.3.8 Contractor and its employees m ay rent automobiles when o ther t ransportation i s n ot a vailable, o r w hen such u se i s c onsidered t he m ost r easonable a nd
economical mode of travel under the circumstances.

Any l ong-term c ar l ease ( one w eek o r m ore) b y
Contractor or its employees shall not be considered
an O perating Expense o f C ontractor. W henever
possible, C ontractor s hould u se r ental c ompanies
which provide the lowest rates. In order to minimize
costs, t ravelers s hould c hoose e conomy-class c ars
whenever possible.

13.3.3.9 Travel ( economy c lass), l odging a nd r elated out-of-pocket expenses of officers, Facilities General
Managers a nd c orporate p ersonnel o f C ontractor
properly allocable to the performance of Contractor’s
obligations u nder t his A greement a re n ot t o e xceed $25,000 e ach F iscal Year without F acilities G eneral Manager’s prior written consent.

13.3.3.10 Expenses shall not include costs of salaries
and benefits of employees of Contractor, unless such
costs are included in the Approved Budget, and any
expenses relating to Contractor personnel based in its
headquarters or any regional field locations.

13.3.3.11 Subject t o t he p rior w ritten a pproval a nd discretion o f t he F acilities G eneral M anager, t he pro-rata s alaries o f C ontractor p ersonnel b rought
from o ther C orporate f acilities w ho w ill a ssist w ith workloads at the Center during peak demand periods.

13.3.3.12 Cash shortages ½% or less of Concession
Sales a re c onsidered D irect O perating C osts. T he
Facilities G eneral M anager h as s ole d iscretion i n determining whether cash shortages greater than ½%
of C oncession S ales a re a D irect O perating C ost.

Shortages a bove ½ % m ust b e r eported t o t he
Facilities G eneral M anager i mmediately a fter
discovered, w ith c auses o f t he s hortage a nd
proposed actions to prevent future occurrences.

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13.3.3.13 Costs o f i tems n ot m eeting e ligibility
requirements under Article 14.

13.3.3.14 Office a nd c omputer e quipment a nd
high-speed internet service as defined in Article 8. All purchases o f o ffice a nd c omputer e quipment m ust
have prior written approval by the Facilities General
Manager.

13.3.3.15 Allocated i nsurance c osts ( including liquor liability insurance).

13.3.3.16 The c ost o f o btaining a nd m aintaining the Change Fund required pursuant to Article 13.1.

13.3.3.17 Costs o f A BC t raining o f s taff a nd
management required pursuant to Article 11. Cost of
obtaining a ll l icenses a nd p ermits, i ncluding a ll alcohol l icenses a nd p ermits ( the a lcohol l icenses shall become City assets at the end of the term).

13.3.3.18 Legal expenses incurred solely with respect to matters at the Center unless Contractor is found to be guilty by a Court of competent jurisdiction.

13.3.3.19 Facilities General Manager approved severance package for FSGM pursuant to Article 11. Severance package will be deemed a Direct Operating Cost.

13.3.3.19 The c ost o f c onsulting f ees p aid t o t hird p arties f or “ special a dvisory services” up to $150,000 per year.

13.4 AllowableNon-Allowable E xpenses. The f ollowing e xpenses s hall n ot b e included as Direct Operating Costs. Non-allowable expenses are to be paid by Contractor at its sole cost and expense.

13.4.1 Any other costs expressly identified in the Agreement as costs to be borne solely by the Contractor, or from the Contractor’s own funds.

13.4.2 Salaries, c osts a nd e xpenses o f n on-resident o r C ontractor’s Corporate office legal, internal audit, administrative, financial, and executive personnel or other general Corporate overhead costs.

13.4.3 The c osts o r e xpenses o f l egal r epresentation a nd administration if the Contractor is found to be guilty by a court of c ompetent j urisdiction i n a m atter a rising s pecifically w ith

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respect to a matter involving the Center. (See Article 13.3 for legal e xpenses c onsidered D irect O perating C ost). A lso considered n on-allowable e xpenses a re c osts i ncurred which are n ot s olely with r espect t o m atters a t the Center, whether the Contractor is guilty or not guilty.

13.4.4 Contractor’s i ncome t axes a nd o ther t axes n ot i ncluded a s Direct Operating Costs.

13.4.5 Any o r a ll l iquidated d amages, p enalties, l ate c harges, a nd fines paid by Contractor or owed to the City or any third party, and its employees. This includes, but is not limited to, penalties and interest charges on any payments due, including but not limited t o p enalties a nd i nterest c harges o n p ayment o f a ll taxes.

13.4.6 Amounts p ayable b y C ontractor t o C ity u nder t he indemnification provisions hereof.

13.4.7 The c ost o f r epairs f or d amages t o t he C enter o r i ts improvements o r e quipment t o t he e xtent c aused b y t he negligence or willful misconduct of Contractor or its employees, vendors, agents, or subcontractors.

13.4.8 All t ravel c osts a nd s alary e xpenses o f C ontractor’s G eneral Manager or other staff working at Center, who travel to assist any f acility o ther t han t he C enter, d uring t heir p eak d emand periods except to the extent approved by the Facilities General Manager in writing prior to travel.

13.4.9 Penalties and interest charges paid resulting from Contractor’s payments t o the vendors a fter t he d ue d ate on non-disputed invoices are Non-Allowable Expenses.

13.4.11 Administrative, r e-stocking, o r s hipping f ees o r c osts associated with Contractor purchases that are returned due to, but not limited, an error in the purchase (incorrect color, size, shape, q uantity, b rand e tc.); a c hange i n C ontractor’s p lans, circumstances, or direction; or purchase becomes unwanted/no longer needed.

13.4.12 Costs specifically not allowable pursuant to the terms in Article

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13.4.13 Administrative charges not intended to be a tip or gratuity for the benefit of service employees collected from Catering Sales; such charges are included in Gross Receipts.

13.4.14 Costs of lost or missing Facility security control devices, such as access cards.

13.4.15 Cost a ssociated w ith t he i nitial p urchase o r i nstallation o f Enterprise S ystems a s d efined i n A rticle 8 ; s uch c osts a re included i n e ither t he a mortization e xpense ofor t he Conventional Center Replacement Reserve Contribution which are Direct Operating Costs.

13.4.16 Severance pay to any Contractor’s personnel specifically asked to b e r emoved b y t he F acilities G eneral M anager f rom providing s ervices u nder t his A greement u nless t he F acilities General Manager approves a severance package in writing at the time the Facilities General Manager asks for the removal of such employee.

13.5 Income Reporting. The Contractor shall take all precautions to ensure that all income received from any source are immediately recorded, income is deposited in a timely manner, and that designated reports are submitted as r equired u nder t his A greement. C ontractor s hall e nsure t hat a ll expenditures a re s upported b y a ppropriate v endor i nvoices. C ontractor shall pay all proper bills and other expenses (other than those paid for by the C ity) i ncurred i n t he n ormal c ourse o f p roviding C atering a nd Concession Services at the Center.

13.6 Contractor’s Accounts Payable. The Contractor shall pay their vendors within 30 calendar days (or more, if permitted by the invoice) of the Contractor’s receipt of the deliverables or of the invoice, whichever is later. Contractor is responsible for payment of any late fees which will be a Non-Allowable Expense as defined herein.

13.7 Transporting F unds. T ransport o f f unds b etween t he P alm S prings Convention Center PSCC and any other City or non-City facilities should be performed under appropriate security. Cash deposits or transports in excess o f o ne t housand d ollars ( $1,000) s hall b e t ransported i n contracted a rmored c ar o r b y s ecurity a s a pproved b y t he C ity. A ll transport o f c ash b etween l ocations m ust b e m ade i n l ocked t ransport bags o r t amper-evident b ags. C ouriers w ill n ot h ave k eys t o l ocked transport bags; only the sending and receiving units will have keys.

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13.8 Losses. If Gross Receipts are lost or stolen from the custody and control of Contractor, Contractor shall continue to be responsible therefore, and shall deposit in the bank designated by the City, from Contractor’s own funds, a like sum of monies within two (2) business days of discovery of the loss or theft. If the loss or theft, is insured or otherwise secured by Contractor, any payments made to the City by such insurance company, bonding c ompany, o r o ther, s hall b e r eimbursed t o C ontractor t o t he extent o f s uch i nsurance p roceeds o r s ecurity d eposit. A ny s uspected criminal activity, including embezzlement or theft shall be reported to the City and proper law enforcement authorities.

13.9 Master Billing. If requested by a User and the City, Contractor may, in its sole discretion, but without obligation to do so, participate in the Master Billing p rocess. I f C ontractor d ecides t o participate in the Master Billing process, then for services rendered by Contractor pursuant to this Master Billing p rocess, C ontractor s hall b e r equired t o s ubmit t o t he C ity t he following documentation:

13.9.1 User shall execute and deliver to Contractor its standard form Catering Agreement, with only such changes as are acceptable to Contractor in its discretion.

13.9.2 Contractor shall complete the Credit Control Form provided by the Center.

13.9.3 Contractor shall bill the User by forwarding Contractor’s invoice to the City, for services provided to the User.

13.9.4 The C ity s hall f orward p ayment t o C ontractor o nce s ufficient payment is received from the User. To the extent that payment from a U ser i s d elayed, u ncollected, o r u ncollectible, s uch amount t ogether w ith a ny c osts o f c ollection, s ettlement, o r write off shall be considered a Direct Operating Cost.

13.10 Automated F inancial S ystems. Contractor s hall h ave a n o perational financial s ystem(s) ( including c orresponding s oftware) w hich p roduces Financial Statements as required in Article 1.23, conforms to U.S. GAAP and i ncludes a nnual l ine i tem b udgeting f or e xpenditures a nd r evenue accounts, segregating and identifying assets, liabilities and net worth.

13.10.1 Such systems shall include processes to bill, collect and record all catering and concession revenues in a format acceptable to the City.

13.10.2 Failure t o provide such automated f inancial systems shall be considered a material breach of this Agreement.

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13.10.3 Notwithstanding anything else in this Agreement, Contractor is permitted t o s upplement r egisters t hat a re n ot p art o f t he integrated P oint o f S ale ( POS) s ystem b ased u pon e vent needs and with prior written approval of the Facilities General Manager.

13.10.4 Upon r equest b y t he C ity, t he C ontractor s hall p rovide complete d ocumentation s upporting a ll e ntries i nto t he automated f inancial s ystem i ncluding a ll i nvoices, p ayroll summaries a nd c opies o f p ayroll t ax r eturns, r evenue, b ank deposit r eceipts, b ank s tatements a nd a ll o ther r elated documentation.

13.10.5 Contractor to fund POS system which shall be paid from the Capital Investment.

13.11 Credit C ards. The C ontractor a nd a ny P OS s ystem u tilized b y t he Contractor m ust a ccept, a t a m inimum, b ankcards ( magnetic s tripe bankcard, c hip e nabled-bankcard, c ontactless b ankcard a nd P IN-less debit c ard), t hird-party a nd b anknotes, a nd c ontain a 2 D b ar c ode/QR code scanner for reading codes from mobile phones, as well as the ability to accept validation/payment from a third-party application via cell phone or paper credential (example, Apple Pay, Google pay, etc.) from Users in payment for Contractor’s services.

13.11.1 Contractor i s r esponsible f or p rocessing a ny c redit c ard charges through its system and bank. Contractor shall provide credit c ard p rocessing s ervices, a nd t he c osts o f s uch c redit card processing services are a Direct Operating Cost.

13.12 Budgets a nd P lans. T he C ontractor s hall p rovide t he F acilities G eneral Manager with all budgets related to the Catering and Concession Services at t he C enter i n f ormats a cceptable t o t he F acilities G eneral M anager.

The C ity r eserves t he r ight t o r equire t he C ontractor t o s ubmit b udgets and/or p lans m ore o r l ess f requently, d epending o n t he C ity’s b udget process.

13.13 Operational Budget. The Operational Budget shall include, at a minimum, a projected income and expense statement including all income and line item expense items spread by Accounting Period, and by facility and an explanation o f a ny v ariances. C ontractor s hall p rovide t he F acilities General M anager, f or a pproval, w ith a n O perational B udget f or t he forthcoming Accounting Year, no later than thirty (30) calendar days after the E ffective D ate o f t his A greement. T hereafter, O perational B udget must b e s ubmitted b y C ontractor i n e ach s ubsequent y ear d uring t he Term of the Agreement according to the following schedule:

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13.13.1 The F acility G eneral M anager w ill a nnually e stablish a nd communicate t he d ue d ate f or t he p reliminary o perational budget for the forthcoming Accounting Year, which shall be no later than 45 days prior to the established due date.

13.13.2 The Facility Manager will annually establish and communicate the d ue d ate f or t he p roposed o perational b udget f or t he forthcoming Accounting Year, which shall be no later than 45 days prior to the established due date. This operating budget shall b e i ncluded a s p art o f t he A nnual S ales a nd M arketing Plan submission (Article 13.17).

13.13.3 The d ue d ate f or t he s ummary o f f orecasted o perational budgets f or t he f our ( 4) y ears f ollowing t he f orthcoming Accounting Year, will be established and communicated to the Contractor, b y t he C enter’s C ontract M anager a nnually, n o later than 45 days prior to the established due date.

13.14 Financial Forecast. The Contractor must submit a financial forecast, within thirty (30) calendar days after each Accounting Period estimating revenue, expenses, and profit, for the current Accounting Year.

13.14.1 Explanations must be provided for any line items in which the estimated cost for the Accounting Year are projected to exceed the budgeted cost for the Accounting Year.

13.14.2 In t he e vent t hat i t a ppears r easonably l ikely, i n a ny b udget year hereunder, that the actual Net Profit will be smaller than projected in the Operational Budget for such Accounting Year, the City may request from the Contractor a plan for reduction of Direct Operating Costs to a level consistent with the budgeted net operating profit, provided that such plan does not materially interfere w ith t he p rovision o f t he C atering a nd C oncessions Services as provided for under this Agreement. The Contractor shall comply with any such expense reduction requested by the City s et f orth i n C ontractor’s p lan f or r eduction o f D irect Operating Costs, provided that such plan does not materially interfere w ith t he p rovision o f t he C atering a nd C oncessions Services as provided for under this Agreement.

13.15 Convention C enter S mallwares B udget. The C ontractor s hall p rovide t he Facilities G eneral M anager, f or a pproval, with an annual budget f or the acquisition, r eplacement, o r m odification o f t he S mallware c atering a nd concession equipment at the Facility no later than August 1, 2026.

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13.15.1 Thereafter, and during the remaining term of the Agreement, the Facility Manager will annually establish and communicate the d ue d ate f or t he o ne ( 1) y ear S mallware e quipment replacement b udget, n o l ater t han 45 d ays p rior t o t he established due date and in accordance with Article 13.2.2.

13.16 Annual Sales and Marketing Plan.

13.16.1 The initial Annual Sales and Marketing Plan is due by August 1, 2026.

13.16.2 For each Accounting Year thereafter, Contractor shall submit a draft Annual Sales and Marketing Plan on or before April 1 of each year preceding the beginning of the next Accounting Year for r eview, c omment, a nd a pproval b y t he F acilities G eneral Manager.

13.16.3 The f inal p lan s hall b e s ubmitted t o t he F acilities G eneral Manager no later than July 15 preceding the beginning of the next Accounting Year.

13.16.4 The A nnual S ales a nd M arketing P lan s hall b e i n a f ormat provided by City and, at a minimum, include:

13.16.4.1 The p roposed O perational B udget f or t he
forthcoming year.

13.16.4.2 Marketing plans.

13.16.4.3 Proposed policy changes.

13.16.4.4 Proposed changes in management team or
other personnel.

13.16.4.5 Forecasts o f i ncome a nd e xpenses f or
each Accounting Period during the Accounting Year.

ARTICLE 14. CONVENTION CENTER REPLACEMENT RESERVE FUND

14.16 General R equirements. Contractor s hall t ransfer t o t he C ity f rom G ross Receipts f or d eposit i nto t he C onvention C enter R eplacement R eserve Fund an annual amount of $350,000. Such amount shall be paid on an equal monthly basis to the City out of Gross Receipts.

14.2 All C ontractor p urchases f or e xpenditures r eimbursable f rom t he Convention C enter R eplacement R eserve F und s hall b e s ubject t o

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applicable state law and City requirements for the procurement of goods and services as outlined in Article 17.

14.3 At t he e nd o f e ach A ccounting Y ear, a ny u nexpended f unds i n t hese accounts shall remain in the applicable fund for the next Accounting Year and shall remain the property of the City.

14.4 With r espect t o the C onvention C enter R eplacement R eserve F und Contractor must submit a reimbursement request to the Facilities General Manager with such reasonable documentation (invoice, proof of payment, purchasing p rocedure u sed, e tc.) a s m ay b e r equired b y t he F acilities General Manager for the fund expenditure.

14.4.1 The Facilities General Manager shall determine in his/her sole discretion whether good cause exists and will consider factors such as the original reason for the purchase, the reason for the late submittal or failure to obtain initial approval (i.e. Contractor attempted to contact Facilities General Manager but Facilities General Manager was unavailable), and any other factors the Facilities G eneral M anager d eems r elevant. I n t he e vent Contractor f ails t o p rovide a j ustification t o t he r easonable satisfaction o f t he F acilities G eneral M anager, t he F acilities General M anager m ay d eny t he r eimbursement r equest a nd the a pplicable e xpenditure s hall b e b orne b y t he C ontractor.

The C ity s hall n ot b e l iable f or a ny f und e xpenditure n ot authorized in writing by the Facilities General Manager.

14.5 Convention Center Smallware Reserve Fund. Contractor shall determine each year, and reflect in the Operating Budgets, amounts to set aside for the S mallware R eserve F und, w hich c osts s hall b e D irect O perating Costs. All purchases from this fund shall be in accordance with Section

17. Assets in this fund shall be used solely for acquisition, replacement, repair, and maintenance of equipment and small wares for the Catering and Concession Services.

14.5.1 Expenditures f rom t his f und i nclude, b ut a re n ot l imited t o, cooking e quipment, a ssociated c ost f or i nstallation o f equipment, glassware, silverware, china, shelving racks, drink dispensers a nd n on-disposable d ecor. A lso i ncludable a re expenditures for equipment directly supporting the operations necessary to deliver catering and concessions products to the User, s uch a s E nterprise S ystems o r S oftware s olutions, display c ases, c ash r egisters, c oin c ounters, s ecurity

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equipment f or t he c ash o ffice, a nd s ecurity e quipment f or Contractor’s Designated Areas.

14.5.2 Any o perational s upplies r elated t o s uch e quipment a re considered a D irect O perating C ost a nd a re e xcludable f rom expenditure f rom t he C onvention C enter S mallware R eserve Fund. All small wares and equipment purchased by Contractor must b e n ew; h owever, g ently u sed s mall w ares a nd equipment m ay b e p urchased f or c ost e ffectiveness, i f t he items purchased meet the level of quality required to provide superior customer service. Upon request by the City, or in the event t he C ontractor p urchases n ew/different p atterns o r designs of china, glassware, flatware, etc., the Contractor shall provide the Facilities General Manager samples or pictures of the n ew/different i tems t o b e p urchased f or r eview a nd approval.

14.5.3 Contractor m ust r eceive p rior w ritten a pproval f rom t he Facilities General Manager before each proposed expenditure and i nclude t he b asis f or t he a cquisition, r eplacement, maintenance, or repair.

ARTICLE 15. FACILITIES GENERAL MANAGER RECORDS AND AUDIT

15.1 Record Keeping and Retention. Contractor shall maintain a separate set of b ooks a nd r ecords f or i ts o perations a t t he C enter, i ncluding alcohol operations, i n a ccordance w ith a pplicable L aw a nd G enerally A ccepted Accounting Principles (GAAP) of the United States of America. Contractor shall pay all costs and expenses connected with its operations when due.

15.1.1 The C ontractor s hall m aintain i temized r ecords o f a ll D irect Operating Costs incurred and paid, including original invoices and s ales r ecords. P ertinent o riginal s ales r ecords s hall include, without limitation, the following:

15.1.2 Cash register tapes, including tapes from temporary registers.

15.1.3 Serially pre-numbered sales slips.

15.1.4 The original records of all mail and telephone orders at and to the Center.

15.1.5 Original r ecords i ndicating t hat t he m erchandise r eturned b y Users was purchased at the Center by such Users.

15.1.6 Memorandum receipts or other records of merchandise taken out on approval.

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15.1.7 Detailed original records of any exclusions or deductions from Gross Receipts.

15.1.8 Sales tax records.

15.1.9 Such o ther s ales r ecords, i f a ny, t hat w ould n ormally b e examined by an independent accountant pursuant to Generally Accepted A ccounting P rinciples ( “GAAP”) i n p erforming a n audit of Contractor’s and Subcontractors’ sales.

15.2 The C ontractor s hall m aintain a ll p ersonnel f iles, p ayroll s ummaries, Catering and Concession Account deposit receipts and bank statements.

Contractor shall maintain full and accurate records of all operations and receipts, w hich r ecords s hall b e i n a f orm s atisfactory t o t he F acilities General Manager.

15.3 The C ity o r i ts a uthorized a gents s hall h ave t he r ight t o i nspect s uch books o r o riginal e ntries a nd o ther r elated b ooks, r ecords o r r eceipts, wherever l ocated, a t s uch r easonable t imes a nd a s o ften a s m ay b e requested during the Term of this Agreement and, following the Term of this A greement, f or a p eriod o f t hree ( 3) years, o r s uch f urther t ime as necessary t o c omplete a n a udit should a n a udit l ast b eyond t hree ( 3) years a fter t he t ermination o f t his A greement f or a ny r eason. R ecords must be kept on City facilities premises or at Contractor’s principle office or at some other location mutually agreeable to the parties.

15.4 Sales and Inventory Documentation. The Contractor shall keep complete and accurate inventory control records.

15.5 The first audit report shall be dated by October 1, 2027, and the final audit report dated by October 1, 2031. Prior to the City’s review and approval of a selected auditor, the auditor must provide the firm’s latest peer review and a gree t o a llow t he C ity t o c onduct a f ollow-up p eer r eview ( upon completion of an audit) at the request of the City Auditor.

15.6 Contractor s hall a ddress a ny f indings i n t he A nnual C ertified A udit a nd provide t o t he F acilities G eneral M anager a w ritten r esponse t o t he findings a nd a n a ction p lan o n h ow a nd w hen t he f indings w ill b e remedied within thirty (30) calendar days of the release of the findings.

15.7 Policies and Procedures Manual. The Contractor, within sixty (60) calendar days o f t he E ffective D ate of the Agreement, shall have a Policies and Procedures M anual f or i ts C atering a nd C oncessions S ervices a t t he Center, a nd m ake i t a vailable t o t he F acilities G eneral M anager u pon request. T he C ontractor s hall s ubmit t o t he F acilities G eneral M anager proposed c hanges i n a ny p olicies o r p rocedures p romulgated b y Contractor a s p art o f t he A nnual S ales a nd M arketing P lan. C ontractor

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shall o perate t he C atering a nd C oncessions S ervices a t t he C enter i n accordance with the Policies and Procedures Manual. The Policies and Procedures Manual shall, at a minimum, address the following topics:

15.7.1 General operating procedures

15.7.2 Personnel policies

15.7.3 Employee job descriptions and guidelines

15.7.4 Procedures for alerting the City and Facilities General Manager to maintenance problems

15.7.5 Cleaning and Maintenance Schedules

15.7.6 Employee financial responsibilities

15.7.7 Cash handling, credit card handling, reconciliation and refund procedures

15.7.8 Handling of non-standard transactions

15.7.9 Internal financial controls; the internal control structure shall be supported b y a ) t he s election, t raining, a nd d evelopment o f qualified personnel; b) an appropriate segregation of duties; c) appropriate Contractor management review and oversight; and d) the creation and dissemination of appropriate written policies and procedures.

15.7.10 Audit p rocedures, i ncluding p rocedures f or a uditing e ach cashier at the end of each shift

15.7.11 Inventory Procedures

15.7.12 Acceptable computer and internet use policy

15.8 Other A udits. Contractor s hall c ause a udits o f i ts a ccounting p rocedures related t o i ts o perations a t t he C enter u nder t his A greement t o b e performed b y C ontractor. T hese a udits s hall b e p erformed a t l east annually, a s a D irect O perating C ost, a nd s ubmitted w ith t he f ollowing Accounting P eriod’s F inancial S tatements d uring e ach y ear o f t he Agreement. Upon completion of each such audit, the Contractor shall file with t he F acility G eneral M anager a w ritten s tatement i n a f ormat approved b y t he F acility G eneral M anager, s tating w hen t he a udit w as performed, the time-period covered by the audit, the scope of the audit, audit f indings, c onclusions a nd r ecommendations. T he C ontractor s hall

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file a written response to the Facility General Manager, within thirty (30) calendar days, for actions to be taken by Contractor, and when, to correct any deficiencies or implement any necessary improvements.

15.8.2 As t he C ontractor p erforms p eriodic a udits o f e quipment a nd Smallwares, the Contractor agrees to share such audit information with the City and Facilities General Manager.

15.9 Compliance R eviews. The C ontractor s hall a lso b e s ubject t o p eriodic, unannounced c ompliance r eviews o f t he C atering a nd C oncessions Services at the Center by the Facilities General Manager or the Facilities General Manager’s designee. After completion of such operating reviews, the C ontractor s hall b e n otified b y t he F acilities G eneral M anager o f conditions n eeding c orrection o r i mprovement. T he C ontractor s hall promptly correct deficiencies in any such notice. Contractor shall provide written response to City within thirty (30) calendar days of completion of audit or audit report, including any corrective action plan and timelines to address any findings or deficiencies.

ARTICLE 16 INVENTORY

16.1 Inventory and POS Systems

16.1.1 The C ontractor s hall h ave p urchased a nd i nstalled a t the Center and h ave o perational, t o t he r easonable s atisfaction o f t he F acilities General Manager, an automated inventory management system and an integrated point of sale system. Failure to provide the systems shall be considered a material breach of this Agreement.

16.1.1.1 POS System. The Contractor shall provide and support their own Point of Sale System for the duration of the Term of the Agreement. The Contractor and City shall discuss whether the POS System shall allow Users to place online orders.

16.1.1.1.1 The C ity d esires a nd e xpects t o h ave a fully integrated point of sale system and, in
that regard, will take steps to install a data
line c onnecting t he P alm S prings
Convention Center at a cost funded solely
by the City.

16.1.1.1.2 Within t hirty ( 30) c alendar d ays o f
installation o f t he d ata l ine a nd w ritten
notification f rom t he C ity o r F acilities
General Manager, Contractor shall provide

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equipment a nd t raining n ecessary t o
support connectivity and reporting between
Palm Springs Convention Center.

16.1.1.1.3 The cost of the necessary equipment and
training w ill b e c onsidered a D irect
Operating Cost.

16.1.1.2 Inventory M anagement S ystem & P eriodic I nventory.

Contractor s hall b e r esponsible f or r etail i nventory accounting for all concession and catering operations
operated by Contractor.

16.1.1.2.1 Contractor i s r esponsible f or p roducing
reports that segregate between smallware
type items and equipment items to ensure
completeness o f a sset t racking t hat
reconcile to the annual inventory.

16.1.1.2.2 Upon r equest, C ontractor s hall p rovide a current i nventory l isting t o t he F acilities
General Manager.

16.1.1.2.3 Monthly Inventory. A monthly inventory of
all f ood a nd b everage i tems s hall b e
performed.

16.1.1.2.4 Post E vent I nventory. A n i nventory f or
Concession Services shall be performed at
each s ervice l ocation b efore a nd a fter
each e vent i ncluding a ny a ctual f unds o r
cash count of each event’s sales receipts,
and a s ales r eport s hall b e p repared f or
each event held at the Center.

16.2 Annual I nventory o f E quipment a nd S mallwares. The C ontractor s hall complete and submit to the Facilities General Manager an annual physical inventory o f t he e quipment a nd S mallwares, r econciled i n a n i nventory system b y N ovember 3 0th o f e ach y ear a nd u pon t ermination o r expiration o f t his A greement. T he C ity r eserves t he r ight t o r equire t he Contractor to conduct additional physical inventories.

16.2.1 The annual inventory shall be scheduled around event activity.

16.2.2 Contractor s hall i dentify d ifferences a nd a ny p ertinent information related to the reconciliation differences.

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16.2.3 If a ny e quipment o r m ore t han 1 % o f a ll S mallwares a re unaccounted for after such inventory, Contractor has sixty (60) calendar d ays f rom f inalization o f t he i nventory t o p roduce missing e quipment o r u naccounted S mallwares o r p rovide a written e xplanation a nd p lan f or r eplacement. T he F acilities General Manager will determine the funding source based on written explanation and plan provided by the Contractor.

16.2.4 If the missing equipment and/or unaccounted Smallwares are due to the negligence or willful misconduct of Contractor; the cost o f s uch r eplacement s hall b e b orne s olely b y t he Contractor.

16.2.5 The City shall own all title, right and interest in the equipment and Smallwares purchased by Contractor.

16.2.6 During t he y ear, a s C ontractor c onducts c ycle c ounts o n t he equipment and Smallwares; upon request, the results of such cycle c ounts s hall b e s hared w ith t he F acilities G eneral Manager.

16.2.7 The City reserves the right to require the Contractor engage an independent qualified firm to conduct an annual inventory as a Direct Operating Cost.

16.3 End of Life Equipment. The Contractor shall identify any equipment that has met the end of its useful life and request written approval from the City to scrap s uch e quipment s ubject t o C ity’s r ecycling a nd p roperty d isposal policies.

16.4 Asset T agging. The C ontractor s hall i mmediately m ake a vailable u pon receipt all assets with a life expectancy of one or more years, purchased with f unds f rom t he C onvention C enter R eplacement R eserve F und.

Equipment p urchased s hall b e t agged a ccording t o C ity p olicy, incorporated herein as Exhibit “E”.

16.4.5 Equipment with a p urchase p rice o f $ 5,000 o r m ore shall be tagged with a City of Palm Springs asset tag. Equipment with a price between $500 and $5,000 shall be tagged with an Palm Springs Convention Center tag. The City shall be responsible for t he t agging t he e quipment i n c oordination w ith t he Contractor. The Contractor will internally track equipment with a p urchase p rice o f l ess t han f ive t housand d ollars ( $5,000).

Equipment shall not be used or deployed into service without the appropriate asset tag.

ARTICLE 17 PROCUREMENT

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17.1 Direct O perating P urchases. Except a s o therwise p rovided i n t his Agreement, C ontractor i s r esponsible f or a nd h as s ole d iscretion a s t o t he purchase o f a ll f ood, c onsumable i tems, a nd r elated s upplies. I t i s t he Contractor’s responsibility to contain costs and maximize profit.

17.1.1 Contractor m ust h ave i ts o wn w ritten p rocurement/cost containment policy in effect for items covered as Direct Operating Costs.

17.1.2 Upon r equest b y t he C ity o r F acilities G eneral M anager, t he Contractor must submit a copy of its procurement/cost containment policy as w ell a s w ritten j ustification s howing t hat p urchases w ere m ade i n compliance with the policy.

17.2 Purchasing R ules. This S ection s hall a pply t o a ll p urchases f rom t he Smallware R eserve F und a nd t he C onvention C enter R eplacement R eserve Fund

17.2.1 The C ontractor a nd C ity s hall d evelop p rocurement p olicies a nd procedures guidelines controlling the implementation of each procurement approved p ursuant t o t he P alm S prings M unicipal C ode C hapter 7 , Procurement and Contracting code, ordinances as well as any applicable City policies as directed by the City. These policies and procedures will be subject to approval by the City Procurement and Contracting Department, and F acilities G eneral M anager. A ll p rocurement w ill f ollow t hese approved policies and procedures. The Contractor will undertake PSCC information technology functions, and maintain systems in state-of-the-art conditions.

17.2.2 At the conclusion of the term of the contract, the Contractor shall be responsible for returning the PSCC and Furniture, Fixtures and Equipment (FF&E) to the City in the same condition in which they were provided, except for normal wear-and-tear.

17.2.3 The Contractor shall abide by all applicable local, county, state, and federal laws pertaining to its operation and shall secure all licenses and permits necessary for the operation of the PSCC.

The C ontractor s hall b e r esponsible f or, a nd p ay a ll f ederal, county, c ity a nd s tate t axes a rising f rom s ales m ade b y t he Contractor at the Center.

ARTICLE 18 SECURITY

18.1 Security for Designated Areas. Except as specifically set forth in this Article 18, Contractor is solely responsible for ensuring the security of all areas for which Contractor has exclusive rights and for all property within those areas. Contractor shall not alter, make any additions to, or interfere with any security system, electronic alarm system, fire system, or video system without prior consultation and written approval of the City. Contractor shall

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not install or alter any physical doorways, rooms, or other areas of ingress and egress that would in any way limit the City’s access.

18.1.1 Security s taffing i n s upport o f a ny e vent i s t he e xclusive authority and responsibility of the Facilities General Manager.

Contractor w ill n ot h ire a ny s ecurity s taff, i ncluding b ut n ot limited to uniformed security, or licensed police officers without prior consultation and written approval of the Facilities General Manager.

18.1.2 Security a nd s afety o f a ll p ersons, f acilities a nd a ssets i s a priority f or t he C ity. T he C ity r eserves t he r ight t o m andate minimum security staffing at any event or in any circumstances that the Facilities General Manager determines is necessary in his sole discretion.

18.2 Access to Center. The Contractor shall exercise extreme caution and care with respect to the handling and use of access to the Center and access control devices provided by the City for entry to the Center. Contractor will immediately report any lost or missing control devices (including access cards, identification cards, temporary passes) to the City and will pay the City such fees and charges as are requested by the City for replacement of l ost o r d estroyed c ontrol devices. Contractor shall be responsible f or turning off all appropriate equipment and lights and locking all appropriate doors at the close of operations within the Center.

18.3 Security P olicy. The C ontractor s hall a dhere t o a nd e nforce a ll F acilities General M anager s ecurity p olicies a nd p rocedures. C ontractor s hall require a ll s uch p ersonnel t o u tilize a pproved e ntrances a nd e xits designated by the Facilities General Manager or his/her designee. Upon request, C ontractor s hall f urnish a l ist o f t he n ames o f C ontractor’s Personnel and Contractor’s Employees and provide updates to said list of names to the Facilities General Manager monthly as changes occur.

18.3.1 The C ontractor i s r equired t o o btain a c ertified c riminal background report for all Essential Management Employees as identified in Section 11.4 and a fingerprint-based check for only those E ssential M anagement E mployees w ho h ave l ived outside the state of California in the last ten years.

18.3.2 Upon receipt by the Facilities General Manager of Contractor’s list o f C ontract P ersonnel a nd t he r eport d escribed i n Workforce Security Clearance and Identification (ID) Required Background C heck o f t he F acilities G eneral M anager’s Standard T erms a nd C onditions, t he F acilities G eneral Manager ( through t he C enter’s S ecurity O ffices) w ill p rovide each o f C ontractor’s p ersonnel a c ontractor I D b adge t hat i s

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required f or a ccess t o C ity p roperty t hat s hall b e w orn a t a ll times by Contractor’s Personnel during the execution of work.

18.3.3 The C ontractor’s p ersonnel w ill b e r equired t o w ear t he I D badge a t a ll t imes w hile o n t he w ork s ite. F ailure t o w ear o r produce t he I D b adge m ay b e c ause f or r emoval o f a n individual f rom t he w ork s ite, w ithout r egard t o C ontractor’s schedule. L ost I D b adges s hall b e r eported t o t he F acility General M anager. C ontractor s hall r eimburse t he F acilities General Manager for all costs incurred in providing additional ID badges to Contractor Personnel.

18.3.4 The C ontractor i s n ot r equired t o o btain r eports f or d elivery personnel, including but not limited to FedEx, UPS, Roadway, or o ther m aterials d elivery p ersons, h owever a ll d elivery personnel m ust p resent c ompany/employer-issued p hoto I D and be accompanied by at least one of Contractor’s Personnel at all times while at the work site. The City reserves the right to deny e ntrance t o a nyone whose i dentification c ard o r c ontrol device is determined to be under restriction or invalid.

18.3.5 The C ontractor s hall r etain t he r eports a nd m ake t hem available f or a udit b y t he C ity d uring r egular b usiness hours.

Notwithstanding any provision to the contrary in this Article 18, it i s u nderstood a nd a greed t hat C ontractor s hall o nly b e required to provide evidence (as opposed to actual background results) that it has performed the required background checks to the City for compliance with the requirements set forth in this Article 18.

18.4 Contractor’s Property. The Contractor is solely responsible for security for its fixtures, furnishings, equipment inventory and other personal property located in the Designated Areas.

18.5 Emergencies. In the event of fire, disturbance, actual or threat of violence, or a ny o ther e mergency, C ontractor w ill i mmediately n otify t he p roper public safety authority or emergency service. Additionally, Contractor shall immediately notify the Facilities General Manager of such emergency by calling the Center’s 24-hour security dispatcher at the number supplied by the F acilities G eneral M anager. C ontractor s hall e nsure t hat a ll Contractor’s Personnel are trained to respond to fire, civil defense, bomb threats, e vacuations, a nd o ther e mergencies b ased o n p rocedures established by Facilities General Manager. If Contractor becomes aware of any condition in the Catering and Concession Service Facilities that is unsafe o r u nhealthy, C ontractor s hall i mmediately n otify t he F acilities General Manager in writing. Contractor shall also advise Facilities General Manager, in writing, of whatever action Contractor has taken to remedy

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any s afety h azard. C ontractor, C ontractor’s P ersonnel, C ontractor’s agents or subcontractors agree to abide by and practice all state and local safety s tandards a nd r egulations. C ontractor s hall t ake a ll r easonably necessary a nd p roper p recautions t o p rotect t he s afety o f C ontractor’s Personnel a nd o ther p ersons a nd t o p rotect a ll p roperty f rom a ny damages from whatever cause.

18.6 Fire D amage. The C ontractor s hall g ive C ity a nd F acilities G eneral Manager p rompt n otice f ollowed b y f ormal w ritten n otice o f a ny f ire damage o ccurring t o t he C enter a nd a c opy o f a ll n otices r eceived b y Contractor of any claim for bodily injury occurring at the Center.

ARTICLE 19. LICENSES AND PERMITS

19.3 Liquor L icenses. The C ontractor o r a n a ffiliated e ntity s hall a cquire a ll licenses r equired f or C ontractor t o l egally s ell a nd s erve a lcoholic beverages at the Center, as contemplated by this Agreement, by no later than September 15, 2026. All costs related to securing such licenses shall be part of Start-Up and Transition Costs, and costs related to renewing and m aintaining s uch l icenses, f or f ull c ompliance w ith t he C alifornia Department o f A lcoholic B everage C ontrol ( “ABC”), s hall b e a D irect Operating Cost. ABC rules and regulations and all operational aspects of the l icense, i ncluding without l imitation, t hose c osts a ssociated with the Liquor Transition shall be deemed Direct Operating Costs. The Contractor covenants t hat i t w ill d efend a nd h old h armless t he C ity a nd F acilities General Manager from and against any and all costs, losses, or liability, including without limitation payment of any fine or penalty or any cost of investigation o r d efense, r esulting f rom C ontractor’s p urchase, h andling sale o r o ther d isposition o f a lcoholic b everages a t t he C enter or f rom Contractor’s failure to comply with any ABC requirements pertaining to the Center. T he C ontractor a grees t hat f ollowing t ermination o f t he Agreement f or a ny r eason, C ontractor w ill s ell i ts l iquor l icenses t o t he successor f ood a nd b everage p rovider f or m arket v alue a nd p roceeds shall g o t o t he C ity, a s L icense w as p urchased a s p art o f t he S tart-Up Transition Costs, and shall cooperate with its successor as liquor licensee at the Center to affect a timely transfer of Contractor’s remaining inventory of alcoholic beverages at the Center to such successor licensee (which shall be purchased by such successor at Contractor’s cost therefor).

19.1.1 Except a s p rovided a bove, t he C ontractor i s r esponsible f or paying f or, o btaining a nd m aintaining all appropriate licenses and p ermits, i ncluding, b ut n ot l imited t o t he A BC l icense, required f or t he o peration o f i ts f ood a nd b everage s ervices, the c osts o f w hich s hall i n a ll e vents b e c onsidered D irect Operating Costs. Copies of all operating licenses and license renewals shall be filed with the City.

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19.1.2 If a t a ny t ime C ontractor i s n ot p ermitted t o s ell a lcoholic beverages at the Center due to a suspended or revoked ABC sale license, City shall have the right to suspend Contractor’s rights h ereunder o nly w ith r espect t o t he s ale o f a lcoholic beverages w hich o therwise w ould b e a llowed u nder t he suspended o r r evoked l icense, s o t hat C ontractor s hall continue to provide its Catering and Concession Services in all other respects. Contractor shall, within thirty (30) calendar days and at its sole cost and expense, retain a third party which is reasonably a cceptable t o C ity a nd w hich p ossesses a ll necessary alcoholic beverage licenses to operate pursuant to the t erms o f t his A greement a ny a rea r equiring a lcoholic beverage s ervice u ntil C ontractor s hall h ave r einstated o r obtained substitute liquor licenses.

19.1.3 The City agrees to provide, in a timely fashion, information in its p ossession t hat C ontractor n eeds i n o rder to complete its application f or t he n ew l iquor l icenses a nd a lso a grees t o cooperate with Contractor in its efforts to obtain said licenses.

City shall ask the current liquor license holder at the Center to cooperate with Contractor and/or its designated affiliate in the transition of alcoholic beverage sales operations at the Center including, but not limited to, the submission of its liquor license to the ABC for voluntary cancellation or suspension in sufficient time to allow ABC to issue new liquor licenses to Contractor or its d esignated a ffiliate b y n o l ater t han J uly 1 , 2 026. B y agreeing t o p rovide i nformation a nd t o c ooperate w ith Contractor, C ity i n n o w ay a ssumes l iability f or C ontractor’s failure t o c omply w ith t he r equirements o f t his A rticle 1 9, i t being at all times the responsibility of Contractor to obtain the necessary licenses.

19.2 Retention of Liquor License. In the event Contractor, or another entity that has contracted with Contractor to hold the alcoholic beverage license for sales a t t he C enter i s f ound t o m anage t he C atering a nd C oncession Services in a manner in violation of the State law or applicable regulations concerning a lcoholic b everages, a s d etermined b y t he A BC, C ontractor shall do all things necessary to retain or regain such license or status, or to ensure that the other entity it has contracted with, if applicable, retains or regains such license or status at no cost to the City.

19.3 Other Permits and Licenses. The Contractor and any subcontractor involved in t he C atering a nd C oncession S ervice o perations, s hall p rocure a nd keep in force during the term of this Agreement, all permits and licenses required b y l aw t o c onduct C atering a nd C oncession S ervices a t t he

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Center and provide copies of such permits and licenses to City within ten (10) business days of receipt.

19.3.1 Nothing contained herein shall be construed as binding the City to the issuance of any license or permit needed by Contractor or any subcontractor to enable anyone to provide Catering and Concession Services hereunder.

19.3.2 In the event of termination or expiration of this Agreement by either p arty, a nd u pon e xpiration h ereof, i t i s m utually understood and specifically agreed that any and all permits or licenses i ssued b y C ity f or C atering a nd C oncession S ervice operations a t t he C enter s hall b e c anceled w ithout f urther notice or hearing.

ARTICLE 20. COMPLIANCE WITH LAWS AND REGULATIONS

20.1 Laws, Statutes, and other Governmental Regulations. Contractor agrees to comply with all applicable laws, statues, ordinances and other governmental regulations prevailing during the term of this Agreement, and Contractor will not suffer or permit to be done anything on the premises of the Center in violation of any such laws, ordinances, rules or regulations.

ARTICLE 21 MISCELLANEOUS

21.1 Significant E vent b y t he C ontractor. A s u sed i n t his p rovision, a “Significant E vent” i s a ny o ccurrence o r e xpected o ccurrence w hich i s reasonably e xpected t o h ave a m aterial e ffect u pon t he C ontractor’s a bility t o meet its contractual obligations under this Agreement.

21.1.1 The C ontractor s hall i mmediately n otify t he C ity a nd F acilities General Manager of any current or prospective “Significant Event” on an ongoing basis.

21.1.2 All n otifications s hall b e s ubmitted i n writing t o t he C ity F acilities General Manager.

21.1.3 Significant Events may include but not be limited to the following:

21.1.3.1 Disposal of major assets by Contractor.

21.1.3.2 Failure by Contractor to perform annual inventory of equipment as specified in Article 16.2.

21.1.3.3 Failure by Contractor to produce financial documents as defined in Article 13.

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21.1.3.4 A major computer software conversion, enhancement or m odification t o t he o perating s ystems, s ecurity systems, a nd a pplication s oftware, e ngaged b y
Contractor and material to performance by Contractor
of its duties pursuant to this Agreement.

21.1.3.5 A s ignificant t ermination o f a s upplier o f C ontractor used b y C ontractor a t t he Center, without adequate
replacement.

21.1.3.6 Contractor’s insolvency or the imposition of, or notice of t he i ntent t o i mpose, a r eceivership,
conservatorship o r s pecial r egulatory m onitoring, o r any bankruptcy proceedings, voluntary or involuntary,
or reorganization proceedings.

21.1.3.7 Strikes, slow-downs or substantial impairment of the Contractor’s f acilities b y l abor u sed i n t he
performance of this Agreement.

21.1.3.8 Reorganization, r eduction a nd/or r elocation i n K ey personnel o f C ontractor m aterial t o C ontractor’s
performance of this Agreement, rendering Contractor
unable to continue performance.

21.1.3.9 Sale o r m erger o f s ubstantially a ll o f C ontractor’s assets.

21.1.3.10 Onsite ( at t he C enter) o r e xternal ( but pertaining to the Center) contact by any governmental
agency ( Federal, S tate, C ounty, o r C ity) h aving
regulatory o r l aw e nforcement a uthority o ver
Contractor o r Contractor’s P ersonnel in a n o fficial capacity regarding a ny c riminal v iolations, o fficial inquiries, a ctual o r p otential e nforcement a ction o r investigation i n a ll i nstances r elating s olely t o Contractor’s activities at the Center.

21.2 Rights and Duties Upon Termination. The following provisions shall apply in the event of a termination of this Agreement for any reason whatsoever.

21.2.1 Delivery of Premises. Contractor shall remove its property from the Center and shall deliver to the City the premises and good title t o a ll p roperty f or which f ull repayment to the Contractor has occurred or which otherwise belongs to the City, free and

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clear of all liens and encumbrances and in such condition as at the b eginning o f t he A greement, e xcepting ( i) o rdinary w ear and t ear; ( ii) l oss o r d amage o ccurring w ithout t he p rimary negligence or fault of Contractor; or (iii) damage occurring as a result of fire, flood, or other unavoidable casualty or occurrence occurring without primary negligence of the Contractor.

21.2.2 Final A ccounting. C ontractor s hall d eliver t o t he C ity, w ithin sixty ( 60) c alendar d ays o f t he d ate o f t ermination, a f inal accounting and all amounts owed to the City as of the date of termination.

21.2.3 Catering a nd C oncessions P roducts a nd S upplies. N ovelties.

Contractor shall submit to the City, within twenty (20) calendar days of the date of termination, a schedule of all usable food and beverage products and supplies and novelties held by the Contractor o n t he d ate o f t ermination f or u se o r s ale i n i t Catering and Concession Services.

21.2.4 Surrender o f L iquor L icense. C ontractor s hall s urrender i ts alcoholic b everage l icense a t t he t ime t his A greement i s terminated i n a ccordance w ith t he t erms a nd c onditions s et forth in Agreement.

21.3 Non-Suspension o r D ebarment C ertification. The C ity i s p rohibited f rom contracting w ith o r m aking p rime o r s ub-awards t o p arties t hat a re suspended or debarred or whose principals are suspended or debarred from F ederal, S tate, o r C ity o f P alm S prings c ontracts. B y a ccepting a contract with the City, the Contractor certifies that its firm and its principals are n ot c urrently s uspended o r d ebarred f rom d oing b usiness w ith t he Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of California, or the City of Palm Springs.

21.4 Consistent Tax Positions. Contractor agrees that (a) it is not entitled to and will n ot t ake a ny t ax p osition t hat i s i nconsistent w ith b eing a s ervice provider to the City with respect to the Facilities and (b) it will not claim any depreciation or amortization deduction on its tax returns, investment tax c redit, o r d eduction f or a ny p ayment a s r ent w ith r espect t o t he Facilities.

21.5 Unique ( Cultural) catering r equirements o f t he P SCC c lients, s uch a s Kosher, Hallal, Indian and other ethnic foods, not regularly prepared by the Contractor, may be excluded from these rights, if so directed by the Facilities General Manager.

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21.6 The C ontractor will m anage a ll f ood r etail o utlets, however City desires local p urveyors a nd r estaurants t o b e r epresented i n t he f ood s ervice operations.

21.7 Contractor i s e ncouraged t o w ork w ith l ocal n ot-for-profit o rganizations, such as food banks to reduce product waste.

ARTICLE 22.For P ayment C ard I ndustry D ata S ecurity S tandards ( “PCI-DSS”) compliance p urposes, C ity w ill p rovide, o n a s egmented n etwork, a n appropriate n umber ( as m utually a greed b y t he P arties) o f wired d ata connections t o t he I nternet f or C ontractor’s P oint o f S ale ( “POS”) devices. City shall have the option to provide a PCI wireless connection to POS terminals upon m utual agreement of the Parties. City shall be responsible f or the security of its network, including, without limitation, applicable P CI-DSS c ompliance. T o t he e xtent p rovided f or i n t he Investment, Contractor shall be responsible for procuring and installing POS p ayment s ystems t hat a re c ompliant w ith t he l atest P CI-DSS requirements. A POS payment system may include, but is not limited to, POS t erminals, p ayment c ard s wipers, o n-premises s ervers, a nd additional n etwork h ardware. C ontractor s hall b e r esponsible f or t he PCI-DSS compliance of its POS systems.

ARTICLE 23.Each P arty s hall c omply w ith a ll a pplicable d ata p rotection a nd p rivacy laws in connection with the collection, processing, and use of Personal Data. T he p arties s hall i mplement a ppropriate t echnical a nd organizational m easures t o s afeguard P ersonal D ata a gainst unauthorized o r u nlawful p rocessing a nd a gainst a ccidental l oss, destruction, o r d amage. F or p urposes o f t his A greement, “ Personal Data” means any information processed by Contractor on behalf of the City that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual, including but n ot l imited t o n ames, e mail a ddresses, p hone numbers, device or location d ata, a nd p ayment i nformation, a nd a ny o ther d ata p rotected under applicable privacy or data protection laws.

ARTICLE 24.City represents and warrants that it is the owner of the Center, and that it has the full right and legal authority to enter into this Agreement and to grant the rights and perform the obligations of City herein, and that no other third-party consent or approval is required to grant such rights or perform such obligations hereunder.

ARTICLE 25.Minor M odifications. The p rovisions o f t his A greement r equire a close d egree o f c ooperation b etween t he p arties a nd “ Minor Changes” t o t his A greement m ay b e r equired f rom t ime t o t ime. “Minor Changes” mean changes to this Agreement that do not result in a change to the Compensation Section (except for the definition of

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Consumer P rice I ndex w hich s hall b e c onsidered s ubject t o M inor Changes) in effect on the execution date.

Accordingly, the parties may mutually agree they will cooperate in g ood f aith t o m ake “ Minor C hanges” t o t his A greement t o b e evidenced b y t heir a pproval a nd e xecution o f a n “ operating memorandum” reflecting such Minor Changes to the extent permitted by Applicable Law:

25.5.1 Neither the Minor Changes nor any Operating Memorandum shall require public notice or hearing.

25.5.2 The City Attorney and City Manager shall be authorized to determine whether proposed modifications and refinements are “Minor Changes” or more significant changes requiring amendment of this Agreement.

25.5.3 The City Manager may execute any Operating Memorandum without C ity C ouncil a ction a nd p rovide n otice t o t he C ity Council.

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EXHIBIT “B”

SCHEDULE OF COMPENSATION

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1 $350,000
Net Profit to City (Level 1 = Below $5,000,000) 85%
2 3
Net Profit to Contractor (Level 1 = Below $5,000,000)
1 15%
Gross Receipts Commission to City
ITEM
3 7.5%
Net Profit to City (Level 2 = $5,000,000+1 to
$10,000,000)
Capital Replacement/Reserve Amount (over contract
Term)
85%
4 4
Net Profit to Contractor (Level 2 = $5,000,000+1 to
$10,000,000)
$1,750,000
15%
Gross Receipts Commission to Contractor

DESCRIPTION
5 7.5%
Net Profit to City (Level 3 = above $10,000,000+1) 85%
6 The following is an example of the Parties’ intent of how Gross Receipts and Net Profit shall be shared by the Parties.

Each Party shall take a commission of 7.5% of Gross Receipts.

Gross Receipts deductions shall include (a) the 7.5% commission paid to each Party, (b) Direct Operating Costs, (c) Capital Replacement/Reserve (i.e. $350,000 per year).

The balance is Net Profits and shall be split 85% to the City and 15% to Contractor.

Net Profit to Contractor (Level 3 = above $10,000,000
+1)
ITEM
15%
2 DESCRIPTION
Percentage (Rate)
Percentage (Rate)
of Net Profit
Capital Replacement/Reserve Amortization over 5
years

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EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive O rder N -6-22 i ssued b y G overnor G avin N ewsom o n M arch 4 , 2 022, d irects a ll agencies a nd d epartments t hat a re s ubject t o t he G overnor’s a uthority t o ( a) t erminate a ny contracts w ith a ny i ndividuals o r e ntities t hat a re d etermined t o b e a t arget o f e conomic 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 C ontractor h ereby c ertifies, S UBJECT T O P ENALTY F OR P ERJURY, t hat a ) t he Contractor is not a target of any economic sanctions against Russian and Russian entities and individuals a s d iscussed i n E xecutive O rder N -6-22 a nd b ) t he p erson s igning b elow i s d uly 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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EXHIBIT “D”

BUY-OUT FEE SCHEDULE
Sample Buyout Package
Catering Buy-Out-Fee: Fixed amount per guest per event hosted, or flat fee per event. - Food Services Minimum must be met to waive rental fees for contracted dining space Catering Buy-Out-Fee includes:
- All C hina, G lassware, S ilverware, S alt & P epper, S ugar Caddy f or each t able, W ater Services
- Standard Napkin and Table Linen for 72” round tables provided by Convention Center Outside Caterer to provide food and non-alcoholic beverage for the event Outside Caterer to provide Chafing Dishes and Utensils for service. - These items may be rented by the Contractor if caterer is unable to provide.

Required in addition to the Buy-Out-Fee:
- Proper insurance coverage from outside caterer listing Neon Palm Provisions & Co. and Contractor as additional insured.

Available add-ons to your Buy-Out-Fee package:
- Coffee services for dessert
- Bar services
Kitchen and storage space usage

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EXHIBIT “E”

CAPITAL ASSET POLICY

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ATTACHMENT B
Public Integrity Disclosure

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114
This document and its terms and conditions constitute confidential and proprietary information of Oak View Group and its affiliates and shall be maintained as confidential. This document or its contents may not be disclosed to any third party, without the express written consent of Oak View Group.

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
[name]
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other
Ovations Fanfare L.P. d/b/a OVG Hospitality
5050 S. Syracuse St., Suite 800, Denver, CO 80237
California
X
75702 Varner Rd, Palm Desert, CA 92211
Ovations Food Services, L.P.

Ovations Food Services, L.L.C.

Brian Rothenberg, President & Secretary, Ovations Food Services, LLC X
 Officer  Director  Member  Manager
X
 General Partner  Limited Partner
 Other
X
Kenneth Gaber, Vice President, Ovations Food Services, LLC Officer

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115
This document and its terms and conditions constitute confidential and proprietary information of Oak View Group and its affiliates and shall be maintained as confidential. This document or its contents may not be disclosed to any third party, without the express written consent of Oak View Group.

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity Ovations Food Services, LP
[name of owner/investor] [percentage of beneficial interest in entity 99% LP, Ovations Food Fanfare, LP
A.

Spectra US, LLC 99% - Ovations Food Services, LP
B.

Spectra Finance, LLC 100% - Spectra US, LLC
and name of entity]
C.

Spectra Holdings II, LLC 100% - Spectra Finance, LLC
100% - Spectra Holdings II, LLC OVG Spectra Holdco, LLC E.

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.

April 21, 2026
Brian Rothenberg, EVP & General Counsel
OVG Business Services, LLC 100% -OVG Spectra Holdco, LLC D.

OVG Business Services Intermediate Holdings, LLC 100% - OVG Business Services, LLC Oak View Group, LLC
OVG Holdings, LLC
OVG Business
Services Holdings, LLC
100%- OVG Business Services
Intermediate Holdings, LLC
100% - OVG Business Services
Holdings, LLC
100% Oak View Group

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ATTACHMENT C
June 24, 2026, Item 3.B.

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3B.

APPROVE

CONTRACT

SERVICES

AGREEMENT

NO.

26P118

WITH

OVATIONS

FANFARE

L.P.

DBA

OVG

HOSPITALITY

FOR

FOOD

AND

BEVERAGE

SERVICES

AT

THE

PALM

SPRINGS

CONVENTION
CENTER
RECOMMENDATION:

1. Approve

Contract

Services

Agreement

26P118

(
Attachment

A
)

with
Ovations

Fanfare

L.P.

dba

OVG

Hospitality

with

a

revenue

based
commission

of

7.5%

on

gross

receipts

and

15%

on

net

profit

for

food

and
beverage

services

at

the

Palm

Springs

Convention

Center

for

an

initial

5-
year

term

commencing

on

July

1,

2026,

and

continuing

through

June

30,
2031, with a 5-year optional extension at the sole discretion of the City;

2. Authorize

the

City

Manager

or

designee

to

execute

all

necessary
documents.

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CITY COUNCIL STAFF REPORT
DATE: JUNE 24, 2026 BUSINESS & LEGISLATIVE
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 26P118 WITH OVATIONS FANFARE L.P. DBA OVG HOSPITALITY FOR FOOD AND

BEVERAGE SERVICES AT THE PALM SPRINGS CONVENTION
CENTER
FROM: Scott C. Stiles, City Manager
BY: Procurement and Contracting
SUMMARY:

The existing Agreement for food and beverage services for the Palm Springs Convention Center is between the City and Savoury’s Good Earth Cuisine, Inc., as assigned to the City on September 28, 2025, with a term through June 30, 2026. This action will approve Contract Services Agreement 26P118 with Ovations Fanfare L.P. dba OVG Hospitality for an initial 5-year term.

RECOMMENDATION:

1. Approve Contract Services Agreement 26P118 (Attachment A) with Ovations Fanfare L.P. dba OVG Hospitality with a revenue based commission of 7.5% on gross receipts and 15% on net profit for food and beverage services at the Palm Springs Convention Center for an initial 5-year term commencing on July 1, 2026, and continuing through June 30, 2031, with a 5-year optional extension at the sole discretion of the City;

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure is included as Attachment B.

BACKGROUND:

On July 21, 2025, City Council, in tandem with the approval of the Convention Center and Tourism Management Services Agreement, approved the assignment of vendor contracts between ASM Global to the City during the transition from ASM Global to OVG for the operations and management agreement for the Palm Springs Convention Center. At that

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City Council Staff Report
June 24, 2026 -- Page 2
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
9 9
time, the food and beverage contract was an exclusive agreement between ASM Global and Savoury’s. This agreement expired on September 27, 2025, coterminous with the expiration of the ASM Global Contract. Encore, the facility’s Audio/Visual vendor, also had a contract expiring on September 27, 2025, and both were assigned temporarily to the City.

The current agreement with Savoury's Good Earth Cuisine, Inc. is a commission-based concession in which the contractor functions as the economic principal of the food and beverage operation, absorbing all operating costs and remitting a tiered percentage of Gross Receipts. The proposed agreement with Ovations Fanfare, L.P. (dba OVG Hospitality) is a management fee structure in which the City is the economic principal:
revenues and Direct Operating Costs are run through a City-controlled account, the City retains Net Profit subject to defined splits, and the contractor is compensated through a fixed Management Fee and a smaller commission. The proposed agreement also reflects the City's resumption of direct contracting authority following the conclusion of the prior SMG management arrangement. Further contract comparison is detailed below.

STAFF ANALYSIS:

Request for Proposals (RFP) Process:

On March 19, 2026, the Procurement and Contracting Department issued Request for Proposals 01-26 (RFP 01-26) for food and beverage services for the Palm Springs Convention Center based on the specifications provided by the Economic Development Department. RFP 01-26 was advertised in the local newspaper, published on PlanetBids website with notification to 56 registered vendors and 500 through Bid Broadcast. This outreach resulted in the submission of 3 proposals.

The following firms submitted proposals for consideration by the April 15, 2026, deadline. Ovations Fanfare, L.P. – Greenwood Village, CO
RKCC Hospitality Group LLC – San Antonio, TX (Non-Responsive) The Magnolia Grille – North Hollywood, CA (Non-Responsive) An evaluation committee consisting of City staff from the City Manager, Economic Development, Human Resources, Finance and Treasury, and Parks and Recreation Departments, as well as external committee members representing Visit Greater Palm Springs, Palm Springs International Film Festival, ESRI, and a local restaurateur reviewed and scored the proposal 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, comparable facility information, retail and cost of food, financials, local branding, local preference, level of investment and cost proposal.

OVG Hospitality has demonstrated a strong track record of successfully transforming and enhancing food and beverage operations at convention centers through strategic

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City Council Staff Report
June 24, 2026 -- Page 3
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
9 9
operational improvements, revenue optimization, and elevated guest experiences. At the Arvest Convention Center in Tulsa, OVG redefined the food and beverage program following its 2023 transition by modernizing service delivery, increasing per-capita spending, strengthening local culinary partnerships, and driving measurable event-by- event revenue growth.

At the Palm Beach County Convention Center, OVG led a comprehensive overhaul of the food and beverage program, including a complete redesign of catering operations and the activation of previously underutilized concession opportunities. These initiatives generated sustained double-digit catering growth, increased overall revenues, and further positioned the facility as a premier destination while supporting the local economy.

Similarly, following its 2025 transition at the Pasadena Convention Center, OVG rapidly stabilized and enhanced food and beverage operations by improving service quality, restoring client confidence, and implementing a structured concessions program that created new revenue streams. Through effective staff retention, operational activation, and client-focused service delivery, OVG achieved measurable growth across key events within its first six months of management.

Collectively, these convention center engagements demonstrate OVG’s ability to successfully transition operations, increase food and beverage revenues, enhance customer experiences, and create scalable, community-focused programs that deliver measurable financial and operational results.

The evaluation committee and City staff recommend approval of Contract Services Agreement 26P118 with Ovations Fanfare L.P. dba OVG Hospitality with a revenue based commission of 7.5% on gross receipts and 15% on net profit for food and beverage services at the Palm Springs Convention Center for an initial 5-year term commencing on July 1, 2026, and continuing through June 30, 2031, with a 5-year optional extension at the sole discretion of the City.

Agreement for Food and Beverage Services:

This Contract Services Agreement (26P118) makes changes from the prior Agreement form, previously held by the Palm Springs Convention Center Operations and Maintenance Operator, AEG Management Palm Springs, LLC (AEG). First, this Agreement shall be between the City and Ovations Fanfare L.P., providing the City with direct oversight and control of the operations, while still allowing day to day activities to be managed by the Operations and Management (O&M) operator, OVG360, for the Convention Center.

Additional key changes include:
Transition from a percentage based fee approach to a management fee contract. Shifts focus from controlling costs for increased profit to Contractor to increasing sales for increased profit.

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City Council Staff Report
June 24, 2026 -- Page 4
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
9 9
Risk is shared between O&M operator and Food & Beverage (F&B) operator under management fee, rather than F&B Operator assuming all risk in the percentage based model, and allows:
oFlexibility on pricing
oMore control of menu offerings
oFocus on staffing levels, service and food quality
oIncreased availability of food service during non-peak times, i.e., early morning, late evening, event move-in/tear-down periods. oEliminates chargebacks for F&B services for client site visits and other hospitality uses
Provides the contractual vehicle to use local products, branding and vendors Addition of annual contribution to a Capital Replacement Reserve in the amount of $350,000/year
Investment into the PSCC
Capital Contributions
Ovations has agreed to give the City $2,500,000 as a Capital Investment, with up to $250,000 dedicated to transition services and $2,250,000 toward any improvements to the PSCC. The $2,250,000 (and any possible remaining funds from the $250,000) can be used at the City’s sole discretion but with “close consultation” with Ovations. Some options for the use of the $2,250,000 could include using the funds immediately to buy down the costs of the larger renovation project, specifically the kitchen improvements, or hold the funds in reserve for any ongoing maintenance that may arise before or after construction, but during the term of the Agreement. The City may also amortize the contribution over 5 years; however, the use would remain the same.

Local Brands:

Ovations will use local products and vendors whenever reasonable. This shall include vendors located within the Greater Coachella Valley that are unique to Palm Springs and will provide a “sense of place”, reflecting the City’s diversity and culture when operating at the PSCC. Local Brands may be operated by their local management teams at the PSCC to maintain the full authenticity of the concepts and brands.

Ovations has developed Neon Palm Local, a platform designed to bring the best of Palm Springs and the Coachella Valley into the PSCC in a way that is flexible, visible, and built to perform. This program will provide portable kiosks during larger conventions, smaller focused activations for targets programs, and flexible, strategic concession points designed for rotation.

Staffing:

The majority of the staff currently employed by Savoury’s will retain their jobs. Both Savoury’s and Ovations will work together to interview and onboard staff to ensure a

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City Council Staff Report
June 24, 2026 -- Page 5
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
9 9
smooth transfer and continuation of employment.

Similar to the operations and management agreement, this agreement includes a labor harmony clause outlining that for the duration of the term of the Agreement, the food and beverage services at the PSCC is a source of tax and other revenues to the City, and that the City has an interest in ensuring that the operation of the food and beverage services at the PSCC are not disrupted by labor disputes. As a result, Ovations agrees to enter into one or more labor harmony agreements, each of which shall be subject to the parties mutual agreement, each acting in its sole discretion if labor organizations which represent workers in Palm Springs that have indicated or may indicate their intent to organize operation and food and beverage workers at the PSCC.

Ovations has presented six candidates to fill the two essential positions of General Manager and Executive Chef for the food and beverage services Agreement. Following approval of this Agreement, interviews are scheduled to make such selections. It is staff’s intent to have representatives from the City, Visit Greater Palm Springs, and the PSCC to oversee these selections. The City Manager will update the Council accordingly as these selections are made.

Term:

The proposed Agreement includes an initial five-year term with an optional five-year extension option at the sole discretion of the City.

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City Council Staff Report
June 24, 2026 -- Page 6
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
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Compensation:

Table 1 (Sample Management Fee Calculations)
The following table, Table 2, outlines costs and commissions to be debited against Gross Receipts, along with authorized operating expenses to following these debits.

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City Council Staff Report
June 24, 2026 -- Page 7
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
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ITEM DESCRIPTION Percentage
(Rate)
1 Capital Replacement/Reserve Amount (over contract
Term)
$1,750,000
2 Capital Replacement/Reserve Amortization over 5
years
$350,000
3 Gross Receipts Commission to City 7.5%
4 Gross Receipts Commission to Contractor 7.5%
Table 2
The following table, Table 3, outlines commissions afforded to the City and Ovations to be calculated against Net Profits, as demonstrated by the Sample Management Fee Calculations.

ITEM DESCRIPTION Percentage
(Rate) of Net
Profit
1 Net Profit to City (Level 1 = Below $5,000,000) 85%
2 Net Profit to Contractor (Level 1 = Below $5,000,000) 15% 3 Net Profit to City (Level 2 = $5,000,000+1 to
$10,000,000)
85%
4 Net Profit to Contractor (Level 2 = $5,000,000+1 to
$10,000,000)
15%
5 Net Profit to City (Level 3 = above $10,000,000+1) 85% 6 Net Profit to Contractor (Level 3 = above $10,000,000 +1)
15%
Table 3
The table below summarizes the differences between the current contract and the newly proposed contract:

Element Current Vendor Agreement 2026 OVG Hospitality (Proposed) Counterparty & model SMG (Convention Center Manager);
concession/commission — contractor is
principal and bears all operating costs
City of Palm Springs, directly; management
fee — contractor is agent, all revenue and
Direct Operating Costs flow through a
Catering & Concession Account
Contractor compensation Tiered commission on Gross Receipts:
26% under $4M; 28% on $4–5M; 30% over
$5M; plus 10% of rental services
Annual Management Fee of 7.5% of Gross
Receipts commission and 15% of Net
Profit.

City revenue capture $25,000 annual catering credit; 2% of contractor's Gross Receipts to a joint
marketing fund

7.5% Gross Receipts commission; 85% of
Net Profit; $350,000 annual deposit to
Convention Center Replacement Reserve
Fund, City catering services to be provided
at cost and to be debited against net profit
share.

Operating cost risk Borne entirely by contractor Borne by City through the Catering & Concession Account; OVG funds Net
Losses only in the first three months

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City Council Staff Report
June 24, 2026 -- Page 8
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
9 9
Contractor capital
investment
$50,000 total ($25K in 2014; $25K in 2015) $2,500,000 ($1.75M by Dec. 1, 2026; $500K by Year 1; $250K for transition),
amortized over 5 years; all resulting capital
is a City asset
Term & extension option 5-year term with one 5-year option 5 years (Jul. 1, 2026 – Jun. 30, 2031); one 5-year option held by City
Termination for
convenience
Manager could cancel without penalty after
the 3rd anniversary on 180 days' notice
City may terminate at any time, with or
without cause, on 30 days' notice; on
termination, City pays unamortized Capital
Investment ("Buyout Amount")Either party
may terminate the Agreement for an Event
of Default if the other party fails to make
required payments within 45-days, or fails
to cure a material breach within 30 days,
after written notice.

Performance security &
insurance
$50,000 surety bond; $5,000,000 GL per
occurrence plus $500K excess umbrella
$4,000,000 per occurrence and $5,000,000
aggregate General Liability, $1,000,000
Business Auto Liability, $1,000,000
Employer Liability, and $1,000,000 per
occurrence and $2,000,000 aggregate
Liquor Liability
Buy-Out-Fee:

A Buy-Out-Fee is a fee payable by the user to Ovations to use an outside caterer at the PSCC for the users event. An example of this use could be for a religious event that may require food and beverages to be prepared in a manner that Ovations may be unable to deliver or at the request of the user. The City through its Facilities General Manager of the PSCC shall have the right to require a Buy-Out-Fee from the user.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Economic Development.

FISCAL IMPACT:

The proposed agreement repositions the City from passive royalty recipient to operator- in-economic-substance. In exchange for assuming Direct Operating Cost exposure, the City secures (i) a $2.5 million contractor capital investment with City ownership of

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City Council Staff Report
June 24, 2026 -- Page 9
Contract Services Agreement No. 26P118 for Food and Beverage Services at Convention Center 1 0
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resulting improvements; (ii) a dedicated $350,000 annual replacement reserve; and (iii) 85% of Net Profit and a 7.5% Gross Receipts commission. Additionally, as demonstrated in the Sample Management Fee Calculations Table, the City would anticipate receiving an estimated annual revenues of $1,686,250.

REVIEWED BY:

Procurement & Contracting Manager: Tabitha Richards
Director of Finance and Treasurer: Kristopher J. Mooney City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Services Agreement 26P118
B. Public Integrity Disclosure Form

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Attachment A
Contract Services Agreement 26P118
Redlined

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55575.38285\45131199.1

55575.38285\45119068.1

CONTRACT SERVICES AGREEMENT 26P118

FOOD AND BEVERAGE

THIS AGREEMENT FOR CONTRACT SERVICES – FOOD AND BEVERAGE (“Agreement”) is made and entered into as of July 1, 2026, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Ovations Fanfare, L.P., a Pennsylvania limited partnership doing business as OVG Hospitality (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS

A. City requires the services of a qualified firm, for catering and concession management services (“Project”) at the Palm Springs Convention Center (“Center” or “Convention Center”).

B. Contractor has submitted to City a proposal to provide catering and concession management services, under the terms of this Agreement.

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

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

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

AGREEMENT

1. SERVICES OF CONTRACTOR

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor agrees to perform the contract services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work” or “Scope of Services”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and contract services and that Contractor is experienced in performing the Work contemplated and, in light of such status and experience, Contractor covenants that it shall perform the 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 (dated March 19, 2026); and, (4) the Contractor’s signed proposal submitted to the City (dated April 21, 2026) and associated documentation and updates (“Contractor’s Proposal”),

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55575.38285\45131199.1

55575.38285\45119068.1

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

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

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

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

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

2. COMPENSATION

2.1 Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. The method of compensation shall be as set forth in Exhibit “B.” The Schedule of Compensation shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City.

Contractor shall not be entitled to any increase in the Schedule of Compensation for attending these meetings.

2.2. Method of Payment. The method of Compensation shall be as specified in the Schedule of Compensation attached hereto as Exhibit “B”.

2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City and with mutual consent by the Contractor, Parties shall execute a written

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