Agenda packet — Palm Springs City Council, September 9, 2026 (part 5 of 7)

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

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

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Page 3 of 3 ends

SIGNATURE PAGE TO PARTICIPATING ADDENDUM

BETWEEN THE CITY OF PALM SPRINGS
AND AMAZON.COM SERVICES LLC
IN WITNESS WHEREOF, the Parties have executed this Addendum as of the dates stated below.

CONTRACTOR:

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

APPROVED BY CITY COUNCIL:

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

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

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

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CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 9, 2026 PUBLIC HEARING
SUBJECT: CONDUCT A PUBLIC HEARING UNDER SECTION 53083 OF THE

CALIFORNIA GOVERNMENT CODE TO APPROVE A HOTEL

OPERATIONS COVENANT BETWEEN THE CITY OF PALM SPRINGS

AND WGI PALM SPRINGS, LLC PURSUANT TO MUNICIPAL CODE
CHAPTER 5.26 OF THE CITY’S HOTEL OPERATIONS INCENTIVE

PROGRAM
FROM: Scott C. Stiles, City Manager
BY: Office of Economic Development
RECOMMENDATION:

Staff is recommending this item be removed from the September 9, 2026 agenda, and be continued to a date uncertain.

REVIEWED BY:

Economic Development: Dean Grubl
City Manager: Scott Stiles

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CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 9, 2026 BUSINESS & LEGISLATIVE
SUBJECT: ADOPTION OF THE 2026/2027 LEGISLATIVE PLATFORM FROM: Scott C. Stiles, City Manager
BY: Teresa Gallavan, Assistant City Manager
SUMMARY:

This action recommends that the City Council adopt the proposed 2026/2027 Legislative Platform. This platform serves as a comprehensive policy and funding guide for the City’s legislative advocacy efforts at the local, state, and federal levels. It outlines key priorities and positions that will help the City of Palm Springs proactively pursue funding, monitor legislation, and engage with policymakers on issues that align with the City Council’s strategic goals.

RECOMMENDATION:

Staff recommend that the City Council adopt the proposed 2026/2027 Legislative Platform (Attachment A).

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form included (Attachment D), Townsend Public Affairs, Inc., is registered in the state of California.

BACKGROUND:

On July 9, 2025, the City Council adopted the 2025/2026 Legislative Platform, which established the City’s legislative priorities and advocacy framework for state and federal engagement.

Townsend Public Affairs, the City’s legislative consultant, has worked with City staff to review and update the platform for the 2026/2027 legislative cycle. The platform is intended to guide the City’s legislative advocacy efforts, identify opportunities for funding, and provide direction on legislation that may impact the City.

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City Council Staff Report
September 9, 2026 -- Page 2
Adopt the 2026/2027 Legislative Platform
The updated 2026/2027 Legislative Platform serves as a strategic policy document outlining the City’s priorities, goals, and opportunities at the state and federal levels. The legislative platform remains flexible as legislative proposals and funding opportunities continue to evolve throughout the year.

The proposed Legislative Platform builds upon the City's ongoing advocacy efforts and recent accomplishments. As summarized in Attachment C, the City's partnership with Townsend Public Affairs has helped secure more than $7.7 million in grant funding over the past four years, with nearly $8 million in additional funding currently pending, while supporting legislative advocacy, grant development, and strategic engagement at the state and federal levels. Over the past two legislative sessions, the City has taken positions on more than 30 pieces of legislation, and engaged in advocacy missions to Sacramento and Washington, D.C., demonstrating its commitment to active engagement in the policymaking process.

STAFF ANALYSIS:

The 2026/2027 Legislative Platform outlines specific policy and funding priorities that support the City’s ability to proactively engage in legislative processes and pursue critical resources. Key areas of focus include:
• Homelessness and Behavioral Health
• Housing
• Economic Development
• Infrastructure and Facilities
• Public Safety and Community Services
• Climate Resiliency
ENVIRONMENTAL ASSESSMENT:

ALIGNMENT WITH STRATEGIC PLANNING:

This legislative platform supports all four of the City Council’s Broad Goals including Economic Development, Public Safety and Community Services, Infrastructure and Facilities, and Housing.

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City Council Staff Report
September 9, 2026 -- Page 3
Adopt the 2026/2027 Legislative Platform
FISCAL IMPACT:

There is no fiscal impact associated with the recommended action. Legislative and grant services are included in the City’s proposed budget.

REVIEWED BY:

Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:

A. 2026/2027 Legislative Platform
B. 2026/2027 Draft Legislative Platform – Mark Up
C. 2026 Summary of Efforts
D. Public Integrity Disclosure Form

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ATTACHMENT A
2026.2027 Legislative Platform

A – Page 551 of 913
State Capitol Office • 925 L Street, Suite 1404 • Sacramento, California 95814 • Phone (916) 447-4086 • Fax (916) 444-2063 Federal Office • 600 Pennsylvania Avenue, SE, Suite 207 • Washington, DC • Phone (202) 546-8696 • Fax (202) 546-4555 Northern California Office • 300 Frank Ogawa Plaza, Suite 204 • Oakland, California 94612 • Phone (510) 835-9050 • Fax (510) 835-9030 Southern California Office • 1601 Dove Road• Newport Beach, California 92660 • Phone (949) 399-9050 • Fax (949) 476-8215

M E M O R A N D U M
To: The Honorable Naomi Soto and Members of the Palm Springs City Council CC: Scott Stiles, City Manager
Teresa Gallavan, Assistant City Manager
From: Niccolo De Luca, Vice President, Townsend Public Affairs, Inc.

Ben Goldeen, Federal Advocacy Director
Carlin Shelby, Deputy Director
Kerri West, Senior Associate
Anastasia Heaton, Senior Associate
Date: June 30, 2026
Subject: 2026/2027 State and Federal Legislative Agenda Townsend Public Affairs, Inc. (TPA), in coordination with City staff, has prepared a draft legislative platform for the City of Palm Springs for discussion and adoption. The 2026/2027 legislative platform serves as a strategic policy document that outlines the priorities, goals, and opportunities for the City.

The adopted legislative platform will communicate a clear set of values and policy goals. The final document will also function as a roadmap for legislative and funding efforts and reflect the priorities of the City Council. The legislative agenda will be fluid as some issues will be addressed with introduced legislation and new issues may arise.

Once adopted, this document will be shared with key stakeholders in the State Legislature, Governor’s Administration, Members of Congress, and Federal Administration.

Proposed Legislative Priorities for 2026
The State Legislature in 2026 has continued to focus on key priorities, including responding to federal actions, addressing homelessness and behavioral health, expanding housing access, enhancing public safety, and advancing transportation and infrastructure initiatives. As this marks Governor Newsom’s final year in office, legislative activity remains robust. The Legislature is currently in the House of Origin phase, with bills continuing to advance through amendments before moving to the second house in the coming weeks.

In Washington, D.C., Congressional leaders and the White House have largely concentrated on broader national issues, though opportunities remain in infrastructure, transportation, housing, and public safety.

Many federal funding programs and grant opportunities are resuming operations following widespread federal workforce reductions and administrative restructuring. In addition, the recent federal government shut down significantly delayed legislative activity earlier this year, with more substantive actions now ramping up.

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Proposed 2026 Legislative Platform Page 2 of 5
Federal and State Legislative Monitoring and Potential Action The following legislative priorities are recommended for monitoring, analysis, and potential action. The City may choose to take a position on a piece of legislation, continue to monitor without a position, or determine if any further response is required. Additionally, the City Attorney is authorized to participate in amicus briefing in litigation that furthers the goals of this legislative platform.

TPA will maintain a constantly updated matrix of state legislation and may also present strategic recommendations and provide rolling updates. TPA will monitor legislative activity in the following areas.

Homelessness and Behavioral Health
Policy Priorities:
1) Enhance emergency, transitional, and permanent housing opportunities. 2) Support legislative efforts that will require regional collaboration when receiving direct allocation of homeless funds.
3) Support legislative efforts that have a focus on keeping people in housing, once placed, for many years.
4) Support legislative efforts that will require counties to partner with cities relating to HHAP funds, unspent Proposition 1 Behavioral Health Services Act and other funding sources. 5) Support legislative efforts that increase services such as mental health, substance abuse, treatment beds and other services for people living in encampments and in unsheltered settings.

Funding Priorities:
1) Funding for operation of the Palm Springs Navigation Center. 2) Funding for homeless services (e.g., the wrap around services necessary for transitional and permanent housing), non-congregate shelters and emergency shelters, as well as operating costs for shelters, navigation centers and permanent housing. 3) Reduce restrictions on homeless services funding to allow more flexible spending within spectrum of homeless support services such as Encampment Resolution Funds (ERF) 4) Remove restrictions limiting (HHAP) funding to just cities with populations greater than 300,000. 5) Funding for permanent housing interventions that reduce and prevent homelessness. 6) Support funding efforts relating to mental health treatment, substance abuse treatment, and other related services.
7) Support funding of healthcare services that will reduce the homeless’ and shelter residents’ reliance on 911 (e.g. telecare programs).

Housing
Policy Priorities:
1) Prevent displacement (including by creating funding for eviction protections for low to moderate income residents).
2) Support legislation that advances the creation or funding of below market rate housing projects (including reductions: in permitting time, requirements for Affordable Housing Tax Credit applications).
3) Modify affordable housing formulas to create more equity for smaller regions like the Coachella Valley.
4) Reasonable reform to CEQA to streamline development and housing opportunities, especially for infill and affordable housing developments.
5) Support legislative and funding efforts relating to housing preservation and acquisition. 6) Support legislation that reduces the cost of housing. 7) Support legislation that helps reduce the cost of rent (e.g., reduces the percentage rent can increase on an annual basis).
8) Support legislation that reduces the cost of home insurance which includes multi-family affordable housing insurance.

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Proposed 2026 Legislative Platform Page 3 of 5
Funding Priorities:
1) Funding for innovative programs to prevent displacement and address hazardous housing conditions.
2) Enhance funding opportunities for existing state programs to help support bicycle and pedestrian infrastructure in connection to housing.
3) Support funding for remediation of hazardous sites (to make viable for housing).

Economic Development
Policy Priorities:
1) Support for arts and cultural spaces, arts education, and similar programs. 2) Support efforts to address the digital divide.
3) Support legislative and other efforts for programs that create education and workforce pathways for economic development targeted industries, especially in Palm Springs and the Coachella Valley 4) Support new and existing businesses throughout the City. 5) Support tech sector and tech industry cluster growth that aligns with the workforce pathways developed in conjunction with the City’s Economic Development Strategic Plan.

Funding Priorities:
1) Support for small business recovery, tourism/visitor recovery and other business sectors deeply impacted tariffs, natural disasters and other events.
2) Support priorities and initiatives identified in the Palm Springs Economic Development Strategic Plan.
3) Support efforts and funding to incentivize and attract community services to low/moderate resource areas, including incentives for grocery stores, banks and shopping centers. 4) Support funding to assist low-income communities with building wealth and creating income producing assets (e.g. home ownership and entrepreneurship).

Infrastructure and Facilities
Policy Priorities:
1) Support measures affecting funding for roads, transit, “last mile” projects and goods movement as well as alternative modes of transportation (bikes, ebikes, escooters, etc.), and support the needs of the disabled community.
2) Support efforts to help commuters and increase public transportation which includes efforts to ensure transit agencies continue to deliver services.
3) Support regional transportation projects that would provide a benefit to the City and surrounding communities.
4) Increase resiliency of public infrastructure from threats of climate change.

Funding Priorities:
1) Funding for construction of Fire Station 1 and the expansion and modernization of other Palm Springs Fire Stations.
2) Funding for the modernization of the Convention Center. 3) Funding for the seamless connection to downtown.
4) Funding for the modernization of the airport.
5) Funding to address major infrastructure and facility upgrades and renovations. 6) Increased funding for bicycle and pedestrian safety improvements.

Public Safety and Community Services
Policy Priorities:
1) Support disaster preparedness, training, response, and resilience efforts especially related to our vulnerable communities.

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Proposed 2026 Legislative Platform Page 4 of 5
2) Support additional efforts to help prevent violence such as mental health services, supporting street outreach teams, focusing on other individuals before they are at risk.

Climate Resiliency
Policy Priorities:
1) Support legislative efforts to enhance electric vehicle infrastructure. 2) Support legislative efforts the help bring down the cost of electricity and other utilities. 3) Support legislative efforts to create funding streams to address climate change and to help reduce air pollution.
4) Support the extension and reauthorization of the Cap and Invest program.

Funding Priorities:
1) Support funding for Zero Waste efforts.
2) Support funding for more EV charging stations at residential and commercial locations. 3) Support funding for compliance and implementation of state environmental mandates, including SB 1383 (organics recycling and edible food recovery), SB 54 (plastic pollution prevention and producer responsibility), and AB 1527 (elimination of potable water use for irrigating nonfunctional turf).

Miscellaneous
Policy Priorities:
1) Support legislative efforts to amend the Brown Act to help encourage greater public participation and further encourage online meetings.
2) Support legislative efforts to address the way ballot measures are formulated, worded, and advertised.

One Time State and Federal Funding Priorities for “Member Request” Consideration As we have seen at both the Federal and State level, new initiatives and various funding opportunities have taken form over the last few years. This also includes both legislative provisions that direct approved funds to be spent on specific projects, sometimes referred to as “Member Requests” or “Congressionally Directed Spending.”
As it relates to state and federal “Member Requests” / “Congressionally Directed Spending,” our recommended strategy is for the adopted Legislative Platform to include a handful of funding buckets that capture various project themes. This provides the City with the highest amount of flexibility as it is important to not only reflect the priorities of the state and federal lawmakers who sponsor these requests, but also to ensure that the City’s projects fit the eligibility requirements of the various state and federal funding pots.

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Proposed 2026 Legislative Platform Page 5 of 5
may report out in April while they are on Spring Recess and in November or December when Session has concluded.

Due to the ever-changing nature of legislation in Sacramento and Washington, TPA can also provide monthly updates which can be shared with the City Council.

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ATTACHMENT B
2026.2027 Draft Legislative Platform
Mark Up

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State Capitol Office • 925 L Street, Suite 1404 • Sacramento, California 95814 • Phone (916) 447-4086 • Fax (916) 444-2063 Federal Office • 600 Pennsylvania Avenue, SE, Suite 207 • Washington, DC • Phone (202) 546-8696 • Fax (202) 546-4555 Northern California Office • 300 Frank Ogawa Plaza, Suite 204 • Oakland, California 94612 • Phone (510) 835-9050 • Fax (510) 835-9030 Southern California Office • 1601 Dove Road• Newport Beach, California 92660 • Phone (949) 399-9050 • Fax (949) 476-8215

M E M O R A N D U M
To: The Honorable Naomi SotoRon deHarte and Members of the Palm Springs City Council
CC: Scott Stiles, City Manager
Teresa Gallavan, Assistant City Manager
From: Niccolo De Luca, Vice President, Townsend Public Affairs, Inc.

Ben Goldeen, Federal Advocacy Director
Carlin Shelby, Deputy DirectorSenior Associate
Kerri West, Senior Associate
Anastasia Heaton, Senior Associate
Date: June 30, 20265
Subject: 20265/20276 State and Federal Legislative Agenda Townsend Public Affairs, Inc. (TPA), in coordination with City staff, has prepared a draft legislative platform for the City of Palm Springs for discussion and adoption. The 20265/20276 legislative platform serves as a strategic policy document that outlines the priorities, goals, and opportunities for the City.

Once adopted, this document will be shared with key stakeholders in the State Legislature, Governor’s Administration, Members of Congress, and Federal Administration.

Proposed Legislative Priorities for 20265
The State Legislature in 2026 has continued to focus on key priorities, including responding to federal actions, addressing homelessness and behavioral health, expanding housing access, enhancing public safety, and advancing transportation and infrastructure initiatives. As this marks Governor Newsom’s final year in office, legislative activity remains robust. The Legislature is currently in the House of Origin phase, with bills continuing to advance through amendments before moving to the second house in the coming weeks.

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Proposed 20265 Legislative Platform Page 3 of 6
The State Legislature has maintained its focus on its recent priorities including Climate Resiliency, Homelessness and Behavioral Health, Housing and Greater Access, Public Safety, and Transportation and Infrastructure. In addition, the Governor, his Administration, and the State Legislature is focused on stopping and pushing back on the various proposals coming from the White House and President Trump.

In 2025, the Trump administration and Congress have prioritized tax cuts, deregulation, and spending reductions.

Key focuses include border security, military funding, energy production, and strict immigration policies, such as large-scale deportations. The administration is also advancing efforts aimed to shrink the federal workforce and restructuring agencies.

Federal and State Legislative Monitoring and Potential Action The following legislative priorities are recommended for monitoring, analysis, and potential action. The City may choose to take a position on a piece of legislation, continue to monitor without a position, or determine if any further response is required. Additionally, the City Attorney is authorized to participate in amicus briefing in litigation that furthers the goals of this legislative platform.

Homelessness and Behavioral Health
Policy Priorities:
1) Enhance emergency, transitional, and permanent housing opportunities. 2) Support legislative efforts that will require regional collaboration when receiving direct allocation of homeless funds.
3) Support legislative efforts that have a focus on keeping people in housing, once placed, for many years.
4) Support legislative efforts that will require counties to partner with cities relating to unspent Prop 63 mental health funds, HHAP funds, unspent Proposition 1 Behavioral Health Services Act and other funding sources.
5) Support legislative efforts that increase services such as mental health, substance abuse, treatment beds and other services for people living in encampments and in unsheltered settings.

Funding Priorities:
1) Funding for operation of the Palm Springs Navigation Center. 2) Funding for homeless services (e.g., the wrap around services necessary for transitional and permanent housing), non-congregate shelters and emergency shelters, as well as operating costs for shelters, navigation centers and permanent housing. 3) Reduce restrictions on homeless services funding to allow more flexible spending within spectrum of homeless support services . such as Encampment Resolution Funds (ERF) 4) Remove restrictions limiting (HHAP) funding to just cities with populations greater than 300,000. 5) Funding for permanent housing interventions that reduce and prevent homelessness. 6) Support funding efforts relating to mental health treatment, substance abuse treatment, and other related services.
7) Support funding of healthcare services that will reduce the homeless’ and shelter residents’ reliance on 911 (e.g. telecare programs).

Housing
Policy Priorities:

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Proposed 20265 Legislative Platform Page 4 of 6
1) Prevent displacement (including by creating funding for eviction protections for low to moderate income residents).
2)
1)3)
2)4) Support legislation that advances the creation or funding of below market rate housing projects (including reductions: in permitting time, requirements for Affordable Housing Tax Credit applications).
3)5) Modify affordable housing formulas to create more equity for smaller regions like the Coachella Valley.
4)6) Reasonable reform to CEQA to streamline development and housing opportunities, especially for infill and affordable housing developments. 5)7) Support legislative and funding efforts relating to housing preservation and acquisition. 6)8) Support legislation that reduces the cost of housing. 7)9) Support legislation that helps reduce the cost of rent (e.g., reduces the percentage rent can increase on an annual basis).
8)10) Support legislation that reduces the cost of home insurance . which includes multi-family affordable housing insurance.

Funding Priorities:
1) Funding for innovative programs to prevent displacement and address hazardous housing conditions.
2) Enhance funding opportunities for existing state programs to help support bicycle and pedestrian infrastructure in connection to housing.
3) Support funding for remediation of hazardous sites (to make viable for housing).

Economic Development
Policy Priorities:
1) Support for arts and cultural spaces, arts education, and similar programs. 2) Cannabis Tax reform which includes lowering taxes and tax simplification. 3) Support efforts to address the digital divide.
4) Support legislative and other efforts for programs that create education and workforce pathways for economic development targeted industries, especially in Palm Springs and the Coachella Valley. 5) Support new and existing businesses throughout the City. 6) Support tech sector and tech industry cluster growth that aligns with the workforce pathways developed in conjunction with the City’s Economic Development Strategic Plan.

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Proposed 20265 Legislative Platform Page 5 of 6
2) Support efforts to help commuters and increase public transportation which includes efforts to ensure transit agencies continue to deliver services.
3) Support regional transportation projects that would provide a benefit to the City and surrounding communities.
4) Increase resiliency of public infrastructure from threats of climate change.

Public Safety and Community Services
Policy Priorities:
1) Support disaster preparedness, training, response, and resilience efforts especially related to our vulnerable communities.
2) Support additional efforts to help prevent violence such as mental health services, supporting street outreach teams, focusing on other individuals before they are at risk.

Funding Priorities:
1) Support funding opportunities to train personnel and modernize facilities and equipment. 2) Support funding opportunities for alternative traffic enforcement efforts. 3) Support funding opportunities for emergency services staffing, facilities, apparatus, and infrastructure to support future growth.
2)
Climate Resiliency
Policy Priorities:
1) Support legislative efforts to enhance electric vehicle infrastructure. 2) Support legislative efforts the help bring down the cost of electricity and other utilities. 3) Support legislative efforts to create funding streams to address climate change and to help reduce air pollution.
4) Support the extension and reauthorization of the Cap and InvestTrade program.

Funding Priorities:
1) Support funding for Zero Waste efforts.
2) Support funding for more EV charging stations at residential and commercial locations. 2)3)Support funding for compliance and implementation of state environmental mandates, including SB 1383 (organics recycling and edible food recovery), SB 54 (plastic pollution prevention and producer responsibility), and AB 1592 (elimination of potable water use for irrigating nonfunctional turf).

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Proposed 20265 Legislative Platform Page 6 of 6
One Time State and Federal Funding Priorities for “Member Request” Consideration As we have seen at both the Federal and State level, new initiatives and various funding opportunities have taken form over the last few years. This also includes both legislative provisions that direct approved funds to be spent on specific projects, sometimes referred to as “Member Requests” or “Congressionally Directed Spending.”
As it relates to state and federal “Member Requests” / “Congressionally Directed Spending,” our recommended strategy is for the adopted Legislative Platform to include a handful of funding buckets that capture various project themes. This provides the City with the highest amount of flexibility as it is important to not only reflect the priorities of the state and federal lawmakers who sponsor these requests, but also to ensure that the City’s projects fit the eligibility requirements of the various state and federal funding pots.

Process for Reporting/Next Steps
In addition to weekly legislative updates and other communications we send to the City Team, TPA suggests verbal reports to the City Council when the State Legislature is on recess. For example, we may report out in April while they are on Spring Recess and in November or December when Session has concluded.

Due to the ever-changing nature of legislation in Sacramento and Washington, TPA can also provide monthly updates which can be shared with the City Council.

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ATTACHMENT C
Summary of Efforts

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CALIFORNIA ADVOCACY • FEDERAL ADVOCACY • GRANT WRITING
Sacramento • Washington, D.C.

Northern California • Central California • Southern California S

M E M O R A N D U M
To: The Honorable Naomi Soto and Members of the City Council CC: Scott Stiles, City Manager
Teresa Gallavan, Assistant City Manager
From: Townsend Public Affairs
Niccolo De Luca, Vice President
Ben Goldeen, Federal Advocacy Director
Carly Shelby, Deputy Director
Anastasia Heaton, Senior Associate
Kerri West, Senior Associate
Date: June 5, 2026
Subject: Summary of Accomplishments for the City of Palm Springs Townsend Public Affairs, Inc. (TPA) is pleased to present this memorandum to the City of Palm Springs summarizing our efforts and accomplishments in support of the City's legislative agenda and funding priorities.

Strategic Legislative and Funding Partnerships
Since the inception of our partnership, TPA has worked closely with the City's elected officials and administrative leadership to advance key municipal priorities. Our efforts have included strategic advocacy at both the state and federal levels, targeted legislative engagement, and the identification and pursuit of competitive funding opportunities. These initiatives have been guided by a shared commitment to delivering meaningful, community-focused outcomes for the residents of Palm Springs.

Over the past four years, our collaborative efforts have secured $7,728,231 in critical funding for vital City projects, with almost $8,000,000 currently pending consideration. These achievements were made possible through strong partnerships with a broad network of state and federal elected officials and their offices, including:
• Governor Gavin Newsom's Office
• Assemblymember Greg Wallis
• Senator Rosilicie Ochoa Bogh
• Congressman Ken Calvert
• Congressman Raul Ruiz
• U.S. Senator Alex Padilla
• U.S. Senator Adam Schiff
In 2025 and 2026, the City significantly expanded its engagement in Sacramento through advocacy missions and formal support of multiple legislative measures. Each year, the California Legislature considers hundreds of bills that directly affect local governments, including issues

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City of Palm Springs Summary of Efforts 2
related to municipal operations, fiscal resources, housing policy, public safety, infrastructure, environmental programs, economic development, and the delivery of essential services.

By taking formal positions on state legislation, the City of Palm Springs has effectively advocated for the interests of its residents, businesses, and visitors while helping shape policies that impact communities throughout California. Active participation in the legislative process enables the City to communicate its unique perspectives and operational expertise to policymakers while highlighting Palm Springs' successful programs and initiatives.

In addition, legislative engagement helps position the City to secure critical state resources and funding opportunities. Many legislative proposals establish or expand grant programs, infrastructure investments, housing resources, economic development initiatives, and other funding mechanisms that can directly benefit Palm Springs residents and support the City's longterm strategic goals.

Supporting legislation that aligns with the City's adopted legislative platform, strategic priorities, and community values demonstrates Palm Springs' commitment to proactive governance and sound public policy. It also strengthens relationships with state legislators, regional partners, and municipal advocacy organizations, creating opportunities for collaboration on issues of shared importance and advancing solutions that benefit both the local community and the broader region.

Over the past two legislative sessions, the City has taken positions on more than 30 pieces of legislation, demonstrating its commitment to active engagement in the policymaking process.

Advocacy Missions to Sacramento and Washington, D.C.

Advocacy missions to Sacramento and Washington, D.C. provide valuable opportunities for the City of Palm Springs to advance local priorities, secure funding, and strengthen relationships with state and federal policymakers. These visits allow City representatives to advocate for legislative and regulatory actions that support community needs, including infrastructure improvements, housing initiatives, public safety resources, transportation investments, water reliability, and economic development programs.

Direct engagement with elected officials and government agencies helps ensure that Palm Springs' interests are represented in policy discussions and funding decisions that affect local residents and businesses. These advocacy efforts also position the City to compete more effectively for grants and other financial resources, helping reduce the burden on local taxpayers while supporting critical community projects.

Furthermore, these missions foster strategic partnerships with regional, state, and federal stakeholders, enhancing collaboration on issues of mutual concern. By maintaining a consistent presence in Sacramento and Washington, D.C., the City strengthens its ability to influence policy decisions, protect local interests, and secure resources that contribute to the long-term economic vitality and quality of life of the Palm Springs community.

Over the past year, TPA successfully initiated, organized, and led three advocacy missions to Sacramento and Washington, D.C. focused on advancing Palm Springs' legislative priorities and funding objectives. These efforts resulted in direct engagement with policymakers and agency officials and contributed to the successful acquisition of state and federal funding for key City initiatives. The missions demonstrated the value of proactive advocacy in securing external resources, influencing policy discussions, and ensuring Palm Springs remains competitive for future funding opportunities.

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City of Palm Springs Summary of Efforts 3
Ongoing Support and Engagement
In addition to legislative advocacy and funding acquisition efforts, TPA provides ongoing strategic support to the City through:
• Weekly legislative and funding updates to City staff
• Presentations and briefings to the City Council
• Planning, coordination, and execution of advocacy missions to Sacramento and Washington, D.C.
• Continuous monitoring of legislative, regulatory, and funding developments affecting City priorities
TPA is honored to serve as the City of Palm Springs' legislative and funding advocacy partner.

We remain committed to advancing the City's interests, securing critical resources, and supporting local initiatives that enhance the quality of life for Palm Springs residents. We look forward to continuing our successful partnership and helping the City achieve its long-term goals at all levels of government.

Funding Successes for the City of Palm Springs
Total Awarded: $7,728,231
Office of Trafic Safety Grant: PSFD Extrication Equipment $50,000 2026 City of Palm Springs: FY26 Federal Budget Earmark: Palm Springs Airport Inline Baggage Claim System
$3,000,000 2026
City of Palm Springs: CPUC Broadband Adoption Account:

Welwood Murray Memorial Library Computer Equipment
$23,430 2025
City of Palm Springs: Governor's Office of Business and Economic Development Cannabis Equity Grant: Cannabis
Equity Assistance Program
$538,328 2025
City of Palm Springs: USDOT Safe Streets and Roads 4 All:

Comprehensive Action Safety Plan
$776,000 2024
City of Palm Springs: Caltrans Sustainable Transportation Planning Grants: Comprehensive Shade and Heat Mitigation Plan
$400,000 2024
City of Palm Springs: Federal Budget Earmark: Regional
Flood Transport Project
$673,872 2024
City of Palm Springs: Federal Budget Earmark: Navigation Center
$2,005,961 2024
CASF Adoption Account: Demuth Community Center
Broadband Access Project
$61,109 2023
CPUC Broadband Adoption Account: Library Computer
Equipment
$81,046 2023
California State Library High-Speed Broadband Grant $99,581 2022 Firehouse Subs Grant: Bulletproof Vests Equipment
Acquisition
$18,904 2022

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City of Palm Springs Summary of Efforts 4
Funding Pending for the City of Palm Springs
Total Pending: $7,915,000
FY2027 Community Project Funding: International
Airport Auxiliary Gate Expansion Project
$5,000,000 2026
FY2027 Community Project Funding: Public Safety
Surveillance Program
$1,000,000 2026
USDOT Safe Streets and Roads 4 All: Convention
Center Connectivity Plan
$1,565,000 2026
Lowes Community Bucket List Grant: Navigation
Center Food Distribution
$250,000 2026
CAC Arts in California Parks: Wyatt Mural
Transformation
$100,000 2026
CNRA Urban Greening Grant: Convention Center
Connectivity
TBD Application in Progress
– due June 4
FEMA SAFER Grant: PSFD Staffing Costs TBD Application in Progress – due June 22
FEMA Assistance to Firefighters Grant: PSFD
Equipment Costs
TBD Application in Progress
– due June 22
CPUC Broadband Adoption Account: Library
Internet Access Project
TBD Application in Progress
– due July 1

A – Page 567 of 913

ATTACHMENT D
Public Integrity Disclosure Form

A – Page 568 of 913
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

(Revised 09 13 18)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

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

TOWNSEND PUBLIC AFFAIRS, INC
1401 DOVE STREET, SUITE 430, NEWPORT BEACH, CA 92660
CA

X

CHRISTOPHER TOWNSEND

A – Page 569 of 913
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 2 of 2 ends

(Revised 09 13 18)

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

EXAMPLE

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

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

Signature of Disclosing Party, Printed Name, Title Date CHRISTOPHER TOWNSEND 100%
JUNE 10, 2026

A – Page 570 of 913

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 9, 2026 BUSINESS & LEGISLATIVE
SUBJECT: REPORT ON THE PERFORMANCE STATUS OF THE DREAM HOTEL

PROJECT
FROM: Scott C. Stiles, City Manager
BY: Flinn Fagg, Assistant City Manager
SUMMARY:

This staff report provides the City Council with an update on the status of the Dream Hotel project located at the northwest corner of Avenida Caballeros and East Amado Road. A Settlement and Development Agreement (“Agreement”) between the City of Palm Springs and the hotel developer, Selene Palm Springs, LLC (“Developer”), was first approved in 2023, and included a performance schedule. The performance schedule was later updated through the approval of a First Amendment to the agreement in March 2026.

This report provides a status update of the Developer’s compliance with the performance schedule.

RECOMMENDATION:

Receive the report and provide direction to staff.

BUSINESS PRINCIPAL DISCLOSURE:

Selene Palm Springs, LLC, is a California Limited Liability Company. A completed Public Integrity Disclosure Form, as required by Section 2.60.050 of the Palm Springs Municipal Code, is included as Attachment C to this report.

BACKGROUND:

The Dream Hotel project has been subject to extensive City review and public process over nearly two decades, reflecting both its scale and its location adjacent to the Convention Center and established residential neighborhoods.

In July 2007, the City Council approved Planned Development District (PDD) 333 for the property, authorizing a mixed-use project consisting of a hotel and residential

B – Page 571 of 913
City Council Staff Report
September 9, 2026 -- Page 2
Dream Hotel Status Report
condominium development. Subsequent actions in 2009 and 2013 modified the site layout, elevations, and phasing, while preserving the fundamental land use concept.

In March 2013, the City and the Developer entered into a Purchase and Sale Agreement and related Services Agreement governing conveyance of the City-owned property, performance milestones, and obligations related to public parking replacement.

Between 2014 and 2017, the City Council approved multiple amendments to these agreements adjusting entitlement deadlines, construction timing, and financing structure in response to market conditions and the project redesign.

In June 2017, the City Council approved a significant amendment to PDD 333, transitioning the project to a Dream-branded hotel concept, including a 170-room hotel and 35 residential condominium units, with associated parking and amenities.

In November 2017, the Council approved an Amended and Restated Hotel Operations Covenant, extending the project’s participation in the City’s Hotel Operations Incentive Program and revising performance benchmarks.

Between 2018 and 2019, the City approved further amendments to the Purchase and Sale Agreement and Final Development Plans, including adjustments to the hotel-tocondominium unit mix, relocation of residential buildings, and extensions to construction and opening milestones. These actions preserved the project’s eligibility for incentive participation while responding to evolving design, financing, and construction realities.

During this same period, construction began on the foundation and underground parking garage for the principal building, but which was later stalled.

In June 2023, following continued public hearings and Planning Commission review, the City Council approved amendments to the Final Development Plans and Tentative Tract Map, together with a Settlement and Development Agreement (Attachment B) intended to facilitate completion of the project. As part of that action, the Council directed additional architectural review of the North and South Villas and requested heightened attention to neighborhood interface, site security, and project timing.

In 2024, the Architectural Review Committee conducted multiple hearings on the residential components of the project, resulting in further refinements to building massing, materials, solar control, and perimeter treatments. These reviews did not alter the overall entitlements but ensured consistency with Council direction and neighborhood compatibility.

Following the 2024 approvals and subsequent architectural reviews, the Developer continued pre-construction activities while coordinating closely with City staff. These efforts focused on maintenance of the site including landscape and fence conditions, completed $80 million in value engineering, secured ministerial entitlements, refined construction sequencing, and advanced financing discussions.

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City Council Staff Report
September 9, 2026 -- Page 3
Dream Hotel Status Report
The Developer has also undertaken steps to improve transparency and responsiveness to community concerns, including the preparation of materials for neighborhood meetings, developing a project webpage framework, and coordinating with staff regarding site maintenance and security issues raised by nearby residents.

On March 11, 2026, the City Council reviewed and approved the First Amendment to the Settlement and Development Agreement (“Amendment;” please see Attachment A for the complete document). The Amendment was the result of efforts by the Developer to advance the project, including preparation of construction drawings and finalization of construction details, visits by City officials to the Dream Headquarters and with ownership, correspondence between the City and the developer, and discussions focused on schedule compliance. The amendment included an updated performance schedule and formalized commitments made as part of ongoing coordination between the Developer and the City.

STAFF ANALYSIS:

As noted in the project background, the Amendment included an updated Schedule of Performance with specific dates for key project milestones. The Schedule of Performance is listed in the following table, and includes an assessment on each milestone:

Action Date for Action
Completion Notes
Site monitoring Daily until start of
construction
Daily until start of
construction
Complete Value
Engineering
Complete Completed prior to
adoption of Amendment
First Community Meeting &
Webpage
Complete Completed prior to
adoption of Amendment
Financing Partnership
Notification to City
Complete Completed prior to
adoption of Amendment
Site clean up Ongoing Ongoing
Tree Removal Complete Completed prior to
adoption of Agreement
Fence Improvements Daily until start of
construction
Ongoing
Construction Drawings
Submitted to City at 80%
March 31, 2026 Completed (plans
submitted by deadline –
plan check is ongoing)
Site Investigative Work
Begins
March 30, 2026 Started by milestone date,
investigative work is
ongoing
Complete Model Room April 30, 2026 Model Room started by milestone date and is
nearing completion

B – Page 573 of 913
City Council Staff Report
September 9, 2026 -- Page 4
Dream Hotel Status Report
Action Date for Action
Completion Notes
Site Remediation Start April 30, 2026 Started by milestone date GMP Guaranteed
Maximum Price
July 30, 2026 Developer did not submit
by milestone date
Financing Complete September 30, 2026 --
Construction Start October 1, 2026 --
Construction Complete December 30, 2028 --
Opening December 31, 2028 --
As noted above, the Developer did not submit the Guaranteed Maximum Price (GMP) for construction of the project by the required July 30th deadline. In the plan review process, City staff noted that the project as designed did not meet certain life safety requirements relative to exiting; the Developer’s design team has been working with staff to identify a resolution to this issue to bring the project into compliance with code requirements.

Resolution of this code issue will need to be resolved before the Developer can secure the GMP.

City staff and the Developer’s team have been in discussions regarding the Developer’s missed GMP deadline.

ENVIRONMENTAL ASSESSMENT:

This current report is administrative in nature and does not propose any changes to the scope of development; therefore, further environmental review is not required.

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

None.

REVIEWED BY:

Assistant City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. First Amendment to the Settlement and Development Agreement (2026) B. Settlement and Development Agreement (2023)
C. Public Integrity Disclosure Form
D. Letter – Notice of Default and 30-Day Cure Period

B – Page 574 of 913

ATTACHMENT A
First Amendment to the
Settlement and Development
Agreement

B – Page 575 of 913
55575.10036\44644106.3

FIRST AMENDMENT TO THE

SETTLEMENT AND DEVELOPMENT AGREEMENT
by and between

THE CITY OF PALM SPRINGS
and

SELENE PALM SPRINGS, LLC
Dated _____________, 2026

B – Page 576 of 913
55575.10036\44644106.3
1 FIRST AMENDMENT TO THE

SETTLEMENT AND DEVELOPMENT AGREEMENT
This First Amendment to the Settlement and Development Agreement (“Agreement”), dated as of ____2026, is entered into by and between the City of Palm Springs (“City”) and Selene Palm Springs, LLC, a California limited liability company (“Developer”). City and Developer may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS
A. Developer acquired that certain approximately 7.8 acre parcel located at the northeast corner of Calle Alvarado and East Amado Road (“Property”), more fully described in Attachment A, from the City under that certain Grant Deed recorded as Document No. 2016- 0367646 (“Grant Deed”) pursuant to the previously entered Purchase and Sale Agreement (A6329), as amended by eleven amendments dated between March of 2014 and April of 2020 (“PSA”); the related Services Agreement, as amended by three amendments dated between March of 2014 and December of 2018 (“SA”); and the Amended and Restated Operations Covenant Agreement No. 6642, recorded as Document No. 2017-0544662 (“Covenants”, together with the PSA and SA, the “Original Development Agreement”) between the City and Developer for the purpose of developing and maintaining a hotel project (“Original Project”) located on the Property.

B. In 2022, Developer submitted a revised project to the City for entitlement. The Revised Project (“Project”) included the following and is described in greater detail in Scope of Development, Attachment C attached to the Original Settlement Agreement, as defined below, and the Dream Hotel and Condominium Application as approved by the City Council on May 11, 2023:

Between 150-160 Transit Occupancy Tax (“TOT”) generating hotel rooms.

No less than 28 residential units in the hotel tower which will be short term rental eligible.

These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.

No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.

No less than 24 residential units in the South Villas which will not be short term rental eligible.

C. On May 1, 2023 Parties entered into the Settlement and Development Agreement (“Original Settlement Agreement”) to settle all previous disputes between the Parties and provide a path forward for the development of the Project.

D. Developer has now proposed a revised project (“Revised Project”) of the site which is described in detail in Exhibit “B” and generally includes:

Between 150 – 160 Transit Occupancy Tax (“TOT”) generating hotel rooms.

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2 No less than 40 residential units in the hotel tower which will be short term rental eligible. These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.

No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.

No less than 24 residential units in the South Villas which will not be short term rental eligible.

E. Developer has also requested modifications to certain obligations and timing in the Original Settlement Agreement including the Schedule of Performance. The revised Schedule of Performance is attached hereto as Exhibit “C”.

F. In exchange for agreeing to these Project modifications the City requires additional assurances regarding the financing of the Revised Project and other minor modifications to the Original Settlement Agreement.

G. The Parties desire to enter into this First Amendment to the Settlement and Development Agreement to reflect these changes to the Schedule of Performance and obligations of the Parties.

TERMS
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this First Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Section 1. Recitals. The foregoing Recitals are incorporated into and are hereby made a part of this Agreement.

Section 2. Article III, Project Financing, of the Original Settlement Agreement is modified as follows:

Section 3.1 is deleted in its entirety and replaced with:

3.1 Developer shall submit evidence of a finalized financing partnership within 60 days of the Effective Date of this First Amendment. It is acknowledged that Developer has provided confirmation of an engagement with its Financing Advisor who has been engaged to source financing for Project. Developer shall provide written updates to the City every 90 days which shall include, but are limited to 1) status of financing and 2) updated schedule of financing closing; and 3) all relevant information necessary to demonstrate that the financing for the Project is on track to ensure each aspect of the Project will have sufficient funds to satisfy the development Schedule of Performance. Developer shall notify City of the loss of financing or delay in financing that will result in the Schedule of Performance not being attained. Loss of financing or delay in financing that will result in the Schedule of Performance not being attained shall be a Default under this Agreement.

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55575.10036\44644106.3
3 Section 3.3.1, Entitlements, is modified as follows:

3.3.1. Developer presented to City staff and the City Council for review and entitlement the Project (collectively, the “Plans and Specifications”), approved May 11, 2023. Subsequently, Developer submitted the Revised Project and staff approved that on January 14, 2026. Any further amendments of the Plans and Specifications shall require approval of City Council or relevant City decision-making body. The administrative minor amendment approved by staff in January 2026 was consistent with the previously approved Mitigated Negative Declaration and no additional review under the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. was required. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement alone. If any revisions of the Scope of Development are required by a Governmental Agency (other than the City) having jurisdiction over the Property or the Project, the Developer shall promptly make any such revisions that are generally consistent with the Scope of Development. Developer will construct the Project in one Phase as described in detail in the Scope of Development.

Section 3.4.3, A, Maintenance Condition of the Property is hereby revised to read::

The Developer for itself, its successors, and assigns, as to all or any part or portion of the Property and/or the Project, covenants, and agrees that:

A. The areas of the Property that are subject to public view (including all existing and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean, and orderly condition, ordinary wear and tear excepted. To that end, Developer is committed to do the following, among other things:
(1) maintenance of the perimeter fence; (2) maintenance of a decorative fence cover throughout the term of preconstruction. Thereafter the maintenance of the fence will be maintained as appropriate for an active construction site consistent with City requirements. ; (3) installation of temporary sensor lighting upon completion of the site work and installation of electricity to the site; (4) installation of CCTV cameras and monitoring on the site, completion of the site work and installation of electricity on the site; (5) explore the feasibility and constructability of landscaping the area immediately in front of the fence on East Amado Road; and (6) operate and maintain a website with informative updates regarding the status of the project including email contact for submitting questions or concerns if there are security or other issues associated with the development which will be staffed during normal business hours. If there is an occurrence of an adverse condition on any area of the exterior of the Property including the fence that is subject to public view in contravention of the general maintenance standard described above, such as graffiti removal, fence covering maintenance, landscape clean-up, and repair of fencing materials (a “Maintenance Deficiency”), then the City shall notify the Developer in writing of such Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within twenty three (23) days of Developer’s receipt of notice of the Maintenance

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55575.10036\44644106.3
4 Deficiency, the City shall provide seven (7) day notice of their intent to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency on the Property pursuant to this Section shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the City to the Developer, the City shall have the right to enforce the lien in the manner provided in Section 3.5.3.

Section 3. Effective Date: This First Amendment is dated as first written above for reference purposes only. This First Amendment shall not become effective until the date on which all of the following are true (“Effective Date”): (i) this First Amendment is approved and executed by the appropriate authorities of Developer and delivered to City; (ii) Developer has delivered to City a certified copy of the official action taken by all of the managers or members of the Developer approving this First Amendment, in a form satisfactory to City; (iii) following all legally required notices and hearings, this First Amendment is approved by the City Council; and (iv) this First Amendment is executed by the authorized representatives of City.

Section 4. All other provisions of the Original Settlement Agreement shall remain in full force and effect.
[Signatures on following page]

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55575.10036\44644106.3
S-1
IN WITNESS WHEREOF, each Party has executed this First Amendment to the Settlement and Development Agreement on the date which appears next to the corresponding signature.

I have read the foregoing First Amendment to the Settlement and Development Agreement, understand it, and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences and to be bound by its terms.

Date

SELENE PALM SPRINGS, LLC
By: Calsprings Properties, LLC, Managing
Member
By: Rabinder Pal Singh, Manager
Date

CITY OF PALM SPRINGS
__________________, City Manager
Approved as to form:

Date:
__________________, City Attorney
[Signature Page to Settlement and Development Agreement] 3/2/26

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55575.10036\44644106.3
A-1

ATTACHMENT A

LEGAL DESCRIPTION

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55575.10036\44644106.3
A-2

ATTACHMENT B

REVISED SCOPE OF DEVELOPMENT
The Revised Project (“Project”) includes the following and is described in greater detail in the Dream Hotel and Condominium Application as approved by the City Council on May 11, 2023 and amended by the Director of Planning Services on January 14, 2026:

Between 150-160 Transit Occupancy Tax (“TOT”) generating hotel rooms.

No less than 40 residential units in the hotel tower which will be short term rental eligible. These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.

No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.

No less than 24 residential units in the South Villas which will not be short term rental eligible.

Once constructed, the site will operate as a 4 star or better hotel and shall include the following amenities at a minimum:

Staffed front desk with multiple guest service capability Concierge services
Valet service
Bell services (luggage service)
Provide for breakfast/lunch/dinner service as between 3-4 restaurants. Provide for a bar/lounge (separate or adjoining restaurant)
Room service
Gift shop or sundries available for purchase
Swimming pool and separate whirlpool/hot tub
Food and beverage service available poolside
Desk or similar worktable in each guest room
Multiple electrical outlets and USB ports as appropriate to room design Superior internet speed and capacity available throughout the property (multiple routers with consistent signal strength).

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55575.10036\44644106.3
A-3
Safe in each guest room.

Laundry/dry cleaning service available to guests

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A-4

ATTACHMENT C

SCHEDULE OF PERFORMANCE
[summarized below and attached]
Action
Date Action to be Completed
By
Site monitoring1 Daily until start of construction
Complete Value Engineering COMPLETE
First Community Meeting & Webpage23 COMPLETE
Financing Partnership Notification to City COMPLETE
Site clean up4 ONGOING
Tree Removal COMPLETE
Fence improvements Daily until start of construction
Construction Drawings Submitted to City at
80%
March 31, 2026
Site Investigative Work Begins March 30, 2026
Complete Model Room April 30, 20265
Site Remediation Start April 30, 2026
1 Ongoing site oversight and monitoring; fence repairs and site landscape maintenance to occur perpetually and with seven days of notification or awareness.
2 Developer shall host neighborhood in-person meeting starting November 13 and thereafter once every month until start of construction at the Developer’s sole expense. 3 Developer shall create project webpage that links to a project webpage that provides periodic updates and includes community notification of the next community meeting as well as an email for use in future communications including a project newsletter.
4 Developer commits to continued ongoing cooperation with the City in adding community mitigation efforts as mutually agreed upon prior to construction
5 The Model Room will be offsite in a warehouse.

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55575.10036\44644106.3
A-5
GMP Guaranteed Maximum Price July 30, 2026
Financing Complete September 30, 2026
Construction Start October 1, 2026
Construction Complete December 30, 2028
Opening December 31, 2028

B – Page 586 of 913

ATTACHMENT B
Settlement and Development
Agreement

B – Page 587 of 913
55575.18175\40908266.11

SETTLEMENT AND DEVELOPMENT AGREEMENT
by and between

THE CITY OF PALM SPRINGS
and

SELENE PALM SPRINGS, LLC
Dated _____________, 2023

B – Page 588 of 913
55575.18175\40908266.11

TABLE OF CONTENTS
Page
i
ARTICLE I SETTLEMENT AGREEMENT ............................................................................ 2 Section 1.1. Settlement, No Admissions by Parties ....................................................... 2 Section 1.2. Mutual General Releases ........................................................................... 2 Section 1.3. California Civil Code Section 1542 ........................................................... 2 ARTICLE II DEVELOPMENT AGREEMENT ........................................................................ 3 Section 2.1. Representations and Warranties ................................................................. 3 Section 2.2. Effective Date ............................................................................................ 6 ARTICLE III PROJECT FINANCING ........................................................................................ 6 Section 3.1. Evidence of Financing .............................. Error! Bookmark not defined.

Section 3.2. Unauthorized Liens .................................................................................... 6 Section 3.3. Rights of Lenders and City Regarding Permitted Loans and Liens .. Error! Bookmark not defined.

Section 3.4. Developer Covenants ............................................................................... 14 Section 3.5. Insurance .................................................................................................. 20 Section 3.6. Workers’ Compensation Insurance Requirement .................................... 20 Section 3.7. Liability and Permanent Insurance Requirements ................................... 21 Section 3.8. Defaults - General .................................................................................... 23 Section 3.9. Events of Default………………………………………………………...23 Section 3.10. Repurchase Option ................................................................................... 24 ARTICLE IV MISCELLANEOUS ............................................................................................ 25 Section 4.1. No Third-Party Beneficiaries; No Assignment ........................................ 25 Section 4.2. Enforcement of Agreement ...................................................................... 25 Section 4.3. Damages ................................................................................................... 26 Section 4.4. Limits ....................................................................................................... 26 Section 4.5. No Waiver ................................................................................................ 26 Section 4.6. Notices ..................................................................................................... 26 Section 4.7. Entire Agreement ..................................................................................... 26 Section 4.8. Amendments and Modifications .............................................................. 27 Section 4.9. Rights of Lender to Modify Agreement................................................... 27 Section 4.10. Choice of Law and Arbitration ................................................................ 27 Section 4.11. Authorized Signatory ............................................................................... 27 Section 4.12. Severability .............................................................................................. 27 Section 4.13. Counterparts; Electronic Signatures ........................................................ 27 - ATTACHMENT A - LEGAL DESCRIPTION
- ATTACHMENT B - BENCHMARK SCHEDULE
- ATTACHMENT C - SCOPE OF DEVELOPMENT/ENTITLEMENT PACKAGE

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55575.18175\40908266.11
1 SETTLEMENT AGREEMENT
This Settlement and Development Agreement (“Agreement”), dated as of May 1, 2023, is entered into by and between the City of Palm Springs (“City”) and Selene Palm Springs, LLC, a California limited liability company (“Developer”). City and Developer may be referred to herein individually as a “Party” or collectively as the “Parties.”

B. The Parties have agreed to use this Agreement to achieve and establish the terms for a full and complete resolution of all claims and actions that, as of the date hereof, have been or could be asserted in connection with the Original Development Agreement, and to set forth terms for the development of the Project (as defined below) going forward.

C. In 2022, Developer submitted a revised project to the City for entitlement. The Revised Project (“Project”) includes the following and is described in greater detail in Scope of Development, Attachment C attached hereto and incorporated herein, and the Dream Hotel and Condominium Application as approved by the City Council on May 11, 2023:
x Between 150-160 Transit Occupancy Tax (“TOT”) generating hotel rooms. x No less than 28 residential units in the hotel tower which will be short term rental eligible. These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.
x No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.
x No less than 24 residential units in the South Villas which will not be short term rental eligible.

D. Developer and City agree that, in the interest of pursuing the Project, setting forth a new schedule of performance and obligations of the Parties is desirable.

E. The Developer intends to construct the Project in accordance with Attachment B.

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2 TERMS
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Recitals. The foregoing Recitals are incorporated into and are hereby made a part of this Agreement.

ARTICLE I

SETTLEMENT AGREEMENT
Section 1.1. Settlement, No Admissions by Parties. Each of the Parties acknowledges that this Agreement is for settlement purposes and relates to the avoidance of the fees, costs, expenses, and risks associated with the litigation of potential claims and defenses and the preclusion of any potential actions described herein. Therefore, the Parties agree that this Agreement is not to be treated or construed, at any time or in any manner whatsoever, as an admission by any Party of wrongdoing, fault, violation of law, or liability of any kind, as of the Effective Date, of any allegations or claims arising out of or connected to the Property, the Original Project or the Original Development Agreement.

Section 1.2. Mutual General Releases.

1.2.1 Except for the requirements and terms set forth in this Agreement, Developer releases City, and its council members, officials, officers, employees, attorneys, contractors, agents, and representatives, from any and all claims, demands, liabilities, obligations, costs, expenses, fees, actions, or causes of action that Developer has or had, as of or prior to the Effective Date, arising out of or connected to the Property, the Original Project or the Original Development Agreement, whether known, unknown, or suspected.

1.2.2 Except for the requirements and terms set forth in this Agreement, City releases Developer, its managers, members, officers, directors, employees, contractors, attorneys, agents, and representatives, from any and all claims, demands, liabilities, obligations, costs, expenses, fees, actions, or causes of action that City has or had, as of or prior to the Effective Date, arising out of or connected to the Property, the Original Project or the Original Development Agreement, whether known, unknown, or suspected.

Section 1.3. California Civil Code Section 1542.

1.3.1 Contingent upon the full completion of the terms of this Agreement, to the maximum extent provided by law, each Party hereby fully and forever releases the other Party from any claims, debts, or obligations, as of or prior to the Effective Date, arising from the Property, the Original Project, the Original Development Agreement, or actions of a Party in connection therewith. Each Party acknowledges it has had the opportunity to receive independent legal advice with respect to the advisability of making this Agreement and with respect to the

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3 meaning of Section 1542 of the California Civil Code, and that they are freely and voluntarily entering in this Agreement and understand this Agreement in its entirety.

1.3.2 Contingent upon the full completion of the terms of this Agreement, it is the intention of the Parties that the mutual release entered into as part of this Agreement shall be effective as a bar to all actions, causes of action, obligations, costs, expenses, attorney’s fees, damages, losses, claims, liabilities and demands of any character, nature and kind, known or unknown, suspected or unsuspected, as of or prior to the Effective Date, related to the Property, the Original Project, the Original Development Agreement to be so barred; in furtherance of which intention the Parties expressly waive any and all right and benefit conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
______________________ ______________________
City Selene Palm Springs, LLC

1.3.3 The Parties hereby acknowledge that the foregoing waiver of the provisions of Section 1542 of the California Civil Code was bargained for separately. The Parties expressly agree that the release provision herein contained shall be given full force and effect in accordance with each and all of the express terms and provisions herein, including but not limited to those terms and provisions relating to unknown or unsuspected claims, demands and causes of action hereinabove specified. The Parties specifically agree to assume the risk of the subsequent discovery or understanding of any matter, fact, or law which if now known or understood would in any respect have affected this Agreement.

ARTICLE II

DEVELOPMENT AGREEMENT
Section 2.1. Representations and Warranties.

2.1.1 City Representations and Warranties. The representations and warranties of City contained in this section shall be based upon the actual knowledge of the City Manager as of the Effective Date (hereinafter defined). All representations and warranties contained in this section are true and correct as of the Effective Date. City’s liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement. City hereby makes the following representations, covenants, and warranties and acknowledges that the execution of this Agreement by Developer has been made in material reliance by Developer on such covenants, representations, and warranties:

A. City is a California municipal corporation, duly formed and operating under the laws of the State of California. City has the legal power, right, and authority

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4 to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

B. The persons executing any instruments for or on behalf of City have been authorized to act on behalf of City, this Agreement is valid and enforceable against City in accordance with its terms, and each instrument to be executed by City pursuant hereto or in connection therewith will, when executed, shall be valid and enforceable against City in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of this Agreement by City.

C. City has taken all requisite action and obtained all requisite consents for agreements or matters to which City is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby.

D. If the City becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the City under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the City’s knowledge and/or belief as of a certain date, the City will give prompt written notice of such changed fact or circumstance to the Developer.

E. City agrees that the TOT grant to Developer was effective as of the date it was granted and remains effective.

2.1.2 Developer Representations and Warranties. The representations and warranties of Developer contained in this section shall be based upon the actual knowledge of Rabinder Pal Singh, as agent for the Developer, as of the Effective Date. All representations and warranties contained in this section are true and correct as of the Effective Date. Developer’s liability for misrepresentation or breach of warranty, representation, or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement.

Developer hereby makes the following representations, covenants, and warranties and acknowledges that the execution of this Agreement by City has been made in material reliance by City on such covenants, representations and warranties:

A. Developer is a California limited liability company, lawfully entitled to do business in the State of California and the City. Developer has the legal right, power, and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of Developer hereby represent and warrant that such persons have the power, right, and authority to bind Developer.

B. Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for Developer’s authorization to enter into Agreement.

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5 C. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which Developer is a party or by which Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order, or decree of any court or governmental body applicable to Developer or to the Property.

D. This Agreement is, and all agreements, instruments, and documents to be executed by Developer pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon Developer and enforceable in accordance with their respective terms. No approval, consent, order, or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of and compliance with this Agreement by Developer.

E. If the Developer becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Developer’s knowledge and/or belief as of a certain date, the Developer will give prompt written notice of such changed fact or circumstance to the City.

2.1.3 Restrictions on Assignment or Transfer.

A. The Developer acknowledges that the qualifications and identity of Developer is of particular importance to the City and therefore Transfers are permitted only as provided in this Agreement. Except as set forth in this Section or other provisions of this Agreement, prior to the Project Completion Date as set forth in Attachment B (“Project Completion Date”), the Developer shall not sell, assign, convey, create any trust estate with respect to or otherwise transfer any of its interests in this Agreement and/or the Project (collectively, “Transfers”; individually, a “Transfer,”) if such Transfer will constitute a change in control of the Project or Developer without the prior written approval of the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, without the consent or approval of City, Developer may collaterally assign this Agreement to a mortgage lender and the Property or any portion thereof may be conveyed by foreclosure or deed in lieu of foreclosure.

B. At least 30 days prior to any such change, the Developer shall notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of the Developer, as well as any and all changes in the interest or the degree of control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or information. The City shall either approve or disapprove of such change within 15 days of receipt of such written notice, which approval shall not be unreasonably withheld. This Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, prior to the Project Completion Date, if there is any Transfer, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual)

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6 that has not been approved in writing by the City, prior to the time of such Transfer provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have thirty (30) calendar days following its actual receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Developer and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City. Except as expressly permitted in this Agreement, the Developer represents and agrees that it has not made and will not create or suffer to be made or created, any Transfer, either voluntarily, involuntarily or by operation of law, without the prior written approval of the City, until after the Project Completion Date. Any Transfer made in contravention of this Section shall be voidable at the election of the City and, if voided, shall be deemed to be an event of default by the Developer, whether or not the Developer knew of or participated in such Transfer.

Section 2.2. Effective Date. This Agreement is dated as first written above for reference purposes only. This Agreement shall not become effective until the date on which all of the following are true (“Effective Date”): (i) this Agreement is approved and executed by the appropriate authorities of Developer and delivered to City; (ii) Developer has delivered to City a certified copy of the official action taken by all of the managers or members of the Developer approving this Agreement, in a form satisfactory to City; (iii) following all legally required notices and hearings, this Agreement is approved by the City Council; and (iv) this Agreement is executed by the authorized representatives of City.

ARTICLE III

PROJECT FINANCING
Section 3.1. Evidence of Financing. Developer shall submit sufficient evidence of financing or self-financing for the civil work on the Project within 60 days of the Effective Date of this Agreement. The evidence shall be in a form reasonably acceptable to the City Attorney.

Thereafter, Developer commits to providing sufficient evidence of financing or self-financing for each of the phases, as more fully set forth in Attachment B, within one hundred and twenty (120) days of a Building Permit “ready to issue” letter being issued by the City for a particular phase referenced herein. The City shall issue a Building Permit upon Developer obtaining financing or self-financing based upon a Building Permit “ready to issue” letter, paying the associated fees and any satisfaction of any other conditions identified in the “ready to issue” letter.

Section 3.2. Unauthorized Liens. Except as provided above, until recordation of the Certificate of Completion, the Developer shall not record, and shall not allow to be recorded, against the Property, or any portion thereof, any liens not expressly authorized by this Agreement.

Until recordation of the Certificate of Completion, the Developer shall bond, remove, or shall have removed, any unauthorized lien made or recorded against the Property or any portion of the Property, or shall assure the satisfaction thereof to the satisfaction of the City. After one hundred twenty (120) calendar days prior written notice to the Developer, the City shall have the right, but not the obligation, to satisfy any unauthorized lien made or recorded prior to recordation of the Certificate of Completion and receive reimbursement from the Developer for any amounts paid or incurred in satisfying any such lien, upon demand. Nothing in this Section shall require the Developer to pay or make provisions for the payment of any tax, assessment, lien, or charge that the Developer is in the process of contesting the validity or amount thereof, in good faith, and so

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7 long as such contest shall not subject the Property, or any portion thereof, to forfeiture or sale.

Moreover, so long as Developer provides a bond if an unauthorized lien is filed, Developer shall not be in default of this Agreement. For the avoidance of any doubt, as of the Effective Date, there are no mechanics liens on the Property. However, Developer anticipates deeds of trust being recorded to secure financing.

Section 3.3. Rights of Lenders and City Regarding Permitted Loans and Liens. The City shall have the right of reasonable review and approval of any Letter of Intent (“LOI”) with any Lender from which the Developer proposes to obtain any Loan to be secured by a Lien against the Property or any portion thereof. The review of the LOI must occur within fifteen (15) days of receipt by the City of the LOI and any reasonably requested information the City reasonably deems necessary to evaluate the LOI and City shall communicate its approval, disapproval, or conditional approval by email to Developer or the condition is waived by the City. The City shall not unreasonably withhold, condition or delay its approval of any proposed Lender or Loan. In deciding whether to give, condition or withhold such approval, the City may consider, among other matters, whether or not the proposed Lender is a state or federally chartered bank, savings and loan, or other financial institution which routinely provides construction financing to development projects such as the Project, whether the terms of the Loan as reflected in the LOI are reasonable and customary when compared to the financing terms of similar development projects in the County, the size and financial strength of the proposed Lender, and what effect, if any, any changes requested by the Lender to either this Agreement or any of the attachments to this Agreement may have upon the City’s rights and remedies hereunder. In connection therewith, in any notice requesting approval of a proposed Lender and Loan, the Developer shall include a statement identifying any amendments, modifications, or other changes to this Agreement or its attachments which the proposed Lender will request in connection with the Developer’s obtaining of the Loan.

The City agrees to reasonably consider, but shall not be obligated to accept, any amendment, modification, or other change to this Agreement or any of the attachments to this Agreement which materially restricts, diminishes, or burdens the City’s rights and remedies. If the terms of the LOI are materially changed following the City’s approval of the LOI, Developer shall submit the new deal terms to the City and City shall have seven (7) days to review and approve the materially different terms. .

3.3.1 Entitlements. Developer has presented to City staff and the City Council for review and entitlement the Project (collectively, the “Plans and Specifications”). The approval of the Plans and Specifications in accordance with the Schedule of Performance, Attachment B, requires approval of City Council. Such required approvals include appropriate analysis required under California Environmental Quality Act, Public Resources Code Sections 21000, et seq. (“CEQA”) for any and all Project entitlements. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement alone. If any revisions of the Scope of Development are required by a Governmental Agency (other than the City) having jurisdiction over the Property or the Project, the Developer shall promptly make any such revisions that are generally consistent with the Scope of Development. Developer will construct the Project in Phases as described in detail in the Scope of Development.

3.3.2 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors, and assigns, that, subject to Unavoidable Delays (as hereinafter defined) the Developer shall commence construction of the Project in accordance with

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8 the Schedule of Performance, attached hereto as Attachment B and incorporated herein for all purposes (“Schedule of Performance”), and thereafter shall diligently proceed to complete construction of each Phase of the Project in a good and workmanlike manner in substantial conformity with the approved Plans and Specifications, except for such changes not constituting minor field revisions (defined below) as may be mutually agreed upon in writing by and among the Parties, and in compliance with all applicable laws, regulations, orders and conditions of any and all courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city, or otherwise) whether now or later in existence (“Governmental Agency”) with jurisdiction over the Property or the Project.

After commencement of the work on the Project, the Developer shall not permit such work to cease or be suspended for a time period in excess of forty-five (45) consecutive calendar days, subject to Unavoidable Delays. The Parties agree that time is of the essence in the performance of this Agreement, including, without limitation, the Schedule of Performance, and the satisfaction of conditions precedent considering the large investment of resources that all Parties recognize will be required for the development of the Project.

The developer will, promptly upon substantial completion of construction of each Phase of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over that portion of the Project and shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits, and authorizations necessary for the operation and occupancy of the completed Project.

The Developer shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses, and authorizations for the Project on or before the date set forth in the Schedule of Performance as the completion date for each Phase of the Project, subject to Unavoidable Delays. The Developer shall obtain a Certificate of Completion (as hereinafter defined) on or before the date for each Phase completion established by the Schedule of Performance set forth in Attachment B.

Failure to comply with the time periods for each item on the Schedule of Performance, unless justified by Unavoidable Delays or an extension of time as provided for in this Agreement, shall be an event of Default under this Agreement.

The covenants of this Section shall run with the land of the Property until the earlier of the date of recordation of the final Certificate of Completion for the entire Project or the twenty-first (21st) anniversary of the date of the Effective Date and shall be incorporated in the Notice of Agreement (Attachment D) to be recorded against the Property immediately following the Effective Date of this Agreement.

3.3.3 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings, when requested to do so on not less than ten (10) days prior written notice by City staff.

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9 3.3.4 Developer Changes to Plans and Specifications or Schedule of Performance During Course of Construction.

A. The Developer shall have the right during the course of construction of the Project to make “minor field revisions.” “Minor field revisions” shall be defined as detail changes from the approved Plans and Specifications that have no material impact on the Project or are made in order to expedite the work of construction in response to field conditions such as structural detail revisions or interior finish revisions. “Minor field revisions” exclude material modifications to the Project, including the site plan and architecture previously approved by the City pursuant to the Original Development Agreement. All “minor field revisions” must be documented and stamped by the licensed architect or licensed engineer and/or other design professional as deemed necessary. Nothing contained in this Section shall be deemed to constitute a waiver of or change in any codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency (“Governmental Requirements”) governing any such “minor field revisions” or in any approvals by any Governmental Agency otherwise required for any such “minor field revisions.” B. All work that does not meet the definition of a “minor field revision” shall be resubmitted as an amended set of construction documents to the City for its review and approval no less than fifteen (15) business days prior to the date that the Developer intends to implement such changes. The City shall have twelve (12) business days from its receipt of such proposed changes to review the same and advise the Developer in writing whether such changes are acceptable to the City in its reasonable discretion, or such changes will be deemed unacceptable to City; provided, however, any major changes, as determined by City in its reasonable discretion, may be subject to a rehearing for reapproval of the City Council, in its sole and absolute discretion.

C. Nothing contained in this section shall be deemed to constitute a waiver of or change in the City’s zoning, building, and land use regulations (whether contained in ordinances, the City’s municipal code, conditions of approval, policies, practice or elsewhere) (collectively, the “City Requirements”) governing “minor field revisions” or other changes.

However, the Parties acknowledge that, based upon the date of completion of the application for the hotel tower and residential tower over the existing foundation it shall be subject to the 2016 building codes. The Parties have also acknowledged that, based upon the date of completion of the application for the residential units outside of the hotel tower and residential tower, the other residential units shall be subject to the 2022 building codes.

D. Any modification of a time or date for performance or satisfaction of a condition as set out in the Schedule of Performance that does not result in a change of more than ninety (90) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance or satisfaction of a condition of the Schedule of Performance (or a series of such modifications) that results in an aggregate change of more than ninety (90) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule of Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

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10 3.3.5 City’s Right to Inspect Project and Property. Officers, officials, employees, consultants, contractors, agents, and representatives of the City who are designated by the City Manager (“City Designees”) shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours during the period of construction of the Project upon providing two business day prior written notice unless there is a health and safety issue. Any and all City Designees who enter the Property shall identify themselves at the Developer’s construction management office on the Property upon City Designee’s entrance on to the Property and may, at Developer’s election, be accompanied by a representative of the Developer while on the Property. The Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours, upon prior written notice from the City as provided for above. The City shall indemnify and hold the Developer harmless from injury, property damage, or liability arising out of the exercise by the City of the right of access to the Property provided in this section, other than injury, property damage, or liability arising from the negligence or willful misconduct of the Developer or its officers, employees, consultants, contractors, agents, representatives, or other parties engaged on its behalf. The City shall inspect relevant portions of the Property prior to issuing any written statements reflecting adversely on the Developer’s compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City’s reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City’s rights under this Agreement, are made solely for the City’s benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, or conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work during construction of the Project to determine that the quality of the Project and all other requirements of the work for the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to promptly notify the City in writing should the Developer’s inspections show any matters that will prevent the entire Project from being completed by the date for Project Completion set forth therefore in the Schedule of Performance. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors, and materialmen to cooperate with the City to enable such examination.

3.3.6 Developer to Pay All Costs and Expenses. The Parties agree that the City shall not provide any financial assistance to the Developer in connection with the Project except as may be expressly set forth in this Agreement (e.g., the TOT rebate as set forth in Recital C infra.) The Developer shall be solely responsible for paying for any and all (i) costs of design work, construction, inspection, plan check, impact fees, labor, materials, and fees and permit expenses associated with the Project; (ii) fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of obtaining entitlements and the preparation of all required construction, planning, and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review

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11 and disclosure documents and design review documents; and (iii) costs of design, construction, relocation, and securing of permits for sewer or utility improvements and connections that may be required in development of the Project, whether located on or off of the Property. The Developer shall obtain any and all necessary approvals, prior to the commencement of applicable portions of construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction.

Developer shall be responsible for its costs, including the following:

A. All reasonable fees or expenses of engineers, architects, financial consultants, legal, planning, or other consultants or contractors retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications, or other activity or matter relating to the Property or the Project, including the negotiation and drafting of this Agreement, that may be undertaken by the Developer; and
B. All reasonable fees, charges, and costs related to and making all deposits and providing all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise associated with the Project.

The Developer shall obtain all entitlements, permits, and other approvals for use and development of the Project on the Property from each Governmental Agency, within the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement upon the occurrence of an Unavoidable Delay (hereinafter defined).

Notwithstanding the foregoing, provided Developer constructs the Project in compliance with the approved Entitlements and the Schedule of Performance, subject to any Unavoidable Delays and as may be amended as provided herein, Developer shall be entitled to participate in the City’s Hotel Operation Incentive Program pursuant to the Amended and Restated Operation Covenant Agreement No. 6642, dated November 15, 2017.

3.3.7 Prevailing Wages.

A. The Developer acknowledges that the City has not made any representation, express or implied, to the Developer or any person associated with the Developer regarding whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Sections 1720, et seq. The Developer agrees it shall assume the responsibility and be solely responsible for determining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification. If construction of certain improvements related to the Project are considered a public work for purposes of State law, Developer shall be required to (i) pay and cause its contractor and subcontractors to pay prevailing wages for construction of the improvements as those wages are determined pursuant to Labor Code Section 1720 et seq.; (ii) implement

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12 regulations of the Department of Industrial Relations; and (iii) comply with the other applicable provision s of Labor Code Section 1720 et seq.

B. The Developer, on behalf of itself, its successors, and assigns, hereby waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 3.3.7, which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND
VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION. _________________
Developer’s Initials
C. Additionally, the Developer shall indemnify, defend with counsel acceptable to the City, and hold the City harmless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of all or any portion of the Project.

3.3.8 Certificate of Completion.

A. Following the substantial completion of construction of each Phase of the Project as reflected in Attachment B, and upon written request from the Developer for certification of City that the construction of the Project has been substantially completed in compliance with the terms and conditions of this Agreement (“Certificate of Completion”), the City shall promptly inspect the Phase to determine whether or not the Project has been substantially completed in compliance with this Agreement. If the City determines that the Project is substantially complete and in substantial compliance with this Agreement, the City Manager shall promptly furnish the Developer with a Certificate of Completion for the Phase. If the City determines that the Phase is not in substantial compliance with this Agreement, the City Manager shall send written notice of each substantial non-conformity to the Developer. Upon issuance of the final certificate of occupancy for the development of the Project, based on the plans submitted by the Developer to the City, the City shall, upon written request of Developer, furnish the Developer with a Certificate of Completion for the Project.

B. The City shall not unreasonably withhold the issuance of a Certificate of Completion. A Certificate of Completion shall be evidence of the City’s conclusive determination of satisfactory completion of the Phase to which it pertains pursuant to the terms of this Agreement. Such Certificate of Completion shall be in such form as to permit it to be recorded

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13 in the Office of the County Recorder of Riverside County. After the recordation of a Certificate of Completion for the Phase, any person then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Property improved with the Phase shall not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Project except that such person shall be bound by any reservations, covenants, conditions, restrictions, and other interests recorded against the Property pursuant to this Agreement.

C. If the City fails or refuses to issue a Certificate of Completion following written request from the Developer, the City shall, within ten (10) calendar days of the Developer’s written request or within three (3) calendar days after the next regular meeting of the City Council, whichever date occurs later, provide the Developer with a written statement setting forth the reasons for the City’s failure or refusal to issue a Certificate of Completion. The statement shall also contain the City’s opinion of the action(s) the Developer must take to obtain a Certificate of Completion from the City. If the City shall have failed to provide such written statement within said period, the Developer shall issue a second written request to the City to issue a Certificate of Completion. If the City shall have failed to provide such written statement within five (5) calendar days of the Developer’s second written request, the Developer shall be deemed entitled to the Certificate of Completion. If the reason for the Developer’s failure to complete the Phase is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building “punch-list” items, the City may issue its Certificate of Completion upon the posting of a bond or irrevocable standby letter of credit by the Developer in a form reasonably acceptable to the City in an amount representing the mutually agreed upon fair value of the work on the Phase remaining to be completed..

D. A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Phase or Project, or any parts thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion under Sections 8182 or 9204 of the California Civil Code, nor shall it act to terminate the continuing covenants, restrictions, or conditions contained of any instruments recorded against the Property pursuant to this Agreement. A Certificate of Completion is not evidence of the compliance of the Phase or Project with any City Requirements or any building code, conditions of approval, land use, zoning, or other requirements of the City or any Governmental Agency with jurisdiction over the Property, other than the City

3.3.9 Unavoidable Delays. Performance by any Party under this Agreement shall not be deemed or considered to be in default where any such default is due to any delay that is caused by an event that is beyond the reasonable control of the City or the Developer, including, but not limited to, delay caused by strikes, acts of God (including, without limitation, tornadoes, floods, hurricanes, earthquakes), war, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, acts or campaigns of terrorism or sabotage, embargoes, interruptions to financial markets or to domestic or international transportation to/from the United States for one month or longer, epidemics, pandemics, riots, fire or similar causes, but excluding general economic conditions or changes in the economic assumptions of either Party that may have provided a basis for entering

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14 into this Agreement and that occur at any time after the execution of this Agreement (“Unavoidable Delays”). Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement and such economic conditions or assumptions do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement.

An extension of time for any Unavoidable Delay shall be for the period of the Unavoidable Delay and shall commence from the date of occurrence of the Unavoidable Delay.

The Party asserting the existence of the Unavoidable Delay shall provide the other Party with written notice of the occurrence of the Unavoidable Delay within thirty (30) days of the commencement of such asserted Unavoidable Delay, but the extension of time shall commence from the date identified as to the occurrence of the Unavoidable Delay and not the date of the notice. If the notice is not received within the thirty (30) days then the extension of time shall commence on the date of receipt of the written notice.

The Parties agree and acknowledge that there is no existing Unavoidable Delay as of the Effective Date of this Agreement.

Section 3.4. Developer Covenants.

3.4.1 Covenant to Maintain Property on Tax Rolls. The Developer, for itself, its successors, and assigns, as to all or any part or portion of the Property and/or the Project, covenants and agrees that:

A. The entire Property shall remain on the County of Riverside, California (“County”) secured real property tax rolls for the thirty (30) calendar years following the issuance of any certificate of occupancy for the Project.

B. The Developer shall pay all property tax bills with respect to the Property and all improvements thereon on or before the last day for the timely payment of each property tax installment on each December 10 and April 10 during such time period and to timely pay all supplemental tax bills regarding the Property issued by the County until such time as any residential portion of the Property is sold. The Developer further covenants and agrees to provide to the City, on or before July 31 of each year, commencing in the calendar year following the calendar year in which a Certificate of Completion for the Project is recorded and in each calendar year, thereafter, for the full thirty (30) year term of this covenant: (i) a true and correct copy of all property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Developer and the County regarding the Property and all improvements thereon, with respect to the preceding fiscal year of the County, and (ii) cancelled checks issued by the Developer in payment of all property tax payments that are made to the County regarding the Property and all improvements thereon (or other reasonably acceptable evidence of such payment), with respect to the preceding fiscal year of the County. As noted above, upon the sale of any portion of the Property, e.g., to future condominium owners, the Developer’s obligation to pay property taxes shall cease. Upon the sale of the Hotel Tower property, this covenant shall remain in full force and effect and be binding on the successor in interest or assignee.

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15 The covenants of this Section shall run with the land of the Property, shall be enforceable against the Developer and its successors and assigns.

3.4.2 Sales Tax and Transient Occupancy Tax.

A. Developer and City anticipate that Developer shall be open for business and generating sales tax collected pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law (Revenue and Taxation Code Section 7200, et seq.) (“Sales Tax Law”) and Transient Occupancy Tax (“TOT”) upon the opening for occupancy by revenue paying guests of the Project. As set forth, it is anticipated that there will be between 150-160 TOT generating hotel rooms that are subject to TOT rebates and no less than 28 residential units in the hotel tower which will be short term rental eligible, TOT generating, and subject to TOT rebates in the Project. If Developer has not commenced generating Sales Tax and TOT 90 days following the completion of all phases of the Project as fully set forth on Attachment B, Developer, its successors or assigns shall pay to the City, in lieu of payment of such taxes, $1000 per day until such time as the hotel is opened for occupancy.

B. The covenants of this Section shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns.

3.4.3 Maintenance Condition of the Property. The Developer for itself, its successors, and assigns, as to all or any part or portion of the Property and/or the Project, covenants, and agrees that:

A. The areas of the Property that are subject to public view (including all existing and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean, and orderly condition, ordinary wear and tear excepted. To that end, Developer is committed to do the following, among other things: (1) maintenance of the perimeter fence; (2) maintenance of a decorative fence cover upon completion of the site work; (3) installation of temporary sensor lighting upon completion of the site work and installation of electricity to the site; (4) installation of CCTV cameras and monitoring on the site, completion of the site work and installation of electricity on the site; (5) explore the feasibility and constructability of landscaping the area immediately in front of the fence on East Amado Road; and (6) operate a phone line that is available to the public to contact if there are security or other issues associated with the development which will be staffed during normal business hours and any message will be returned within twenty-four hours. If there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standard described above (a “Maintenance Deficiency”), then the City shall notify the Developer in writing of such Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) days of Developer’s receipt of notice of the Maintenance Deficiency, the City shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency on the Property pursuant to this Section shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days

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16 after written demand for payment from the City to the Developer, the City shall have the right to enforce the lien in the manner provided in Section 3.5.3.

B. Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within five (5) business days following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without notice to the Developer. Any sum reasonably expended by the City for the removal of graffiti from the Property pursuant to this Section 3.5.3, shall be a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand to the Developer from the City, the City shall have the right to enforce its lien in the manner provided below.

C. The Parties further mutually understand and agree that the rights conferred upon the City under this Section expressly include a grant by the Developer of a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property or any portion thereof, in the manner provided under Civil Code Sections 2924, including particularly Sections 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section 3.5.3(A) and (B). above, including the reasonable attorneys’ fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti.

For the purposes of the preceding sentence the words “reasonable attorneys’ fees and costs of the City” mean and include the hourly rate charged by the City Attorney to the City, and costs of the City Attorney, and the lawyers employed in the Office of the City Attorney and the costs and expenses for any outside counsel retained by City.

D. The provisions of this Section shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns. Nothing in the foregoing provisions of this Section shall be deemed to preclude the Developer from making any alteration, addition, or other change to any structure or improvement or landscaping on the Property, provided that any such changes comply with the Plans and Specifications and any applicable zoning and building regulations of the City.

3.4.4 No Discrimination or Segregation. The Developer covenants by and for itself, its successors, and assigns, as to all or any part or portion of the Property and/or the Project, covenants, and agrees that:

A. There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property nor shall the Developer, itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, subtenants, sublessees, or vendees in the Property.

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17 B. Notwithstanding the foregoing Subsection AError! Reference source not found., with respect to familial status, Subsection A above shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code and shall not be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to Subsection A above.

C. The covenant of this Section shall run with the land of the Property in perpetuity and shall be enforceable against the Developer and its successors and assigns.

3.4.5 Covenant to Maintain Project. The Developer shall cause the Hotel to be operated pursuant to an operating and/or management agreement with an operator qualified to operate a Dream-branded hotel or any other nationally-recognized qualified operator or management company. City approves Hyatt Hotels Corporation which through a wholly-owned subsidiary owns the “Dream” brand and will manage the Hotel. The Developer covenants to the City that the Project shall continuously be operated as a hotel for the thirty (30) years immediately following the date of issuance of a final certificate of occupancy by the City for the Project. The Developer may submit a written request to the City for approval to change the name, flag, or brand of the Project to another national hotel franchise name, flag, or brand. Any such request to change the name, flag, or brand of the Project shall be accompanied by a detailed statement of the reasons for the proposed change and a hotel franchise agreement executed by both the Developer and the proposed new national hotel franchisor, contingent upon the City’s approval of the Developer’s request. The City may approve or disapprove any request from the Developer to change the name, flag, or brand of the Hotel in the City’s reasonable discretion. However, the City’s approval of a change in the name, flag, or brand of the Hotel shall not be unreasonably delayed, conditioned or withheld if the new name, flag, or brand of the Hotel is that of a nationally-recognized name, flag or brand of a comparable or better quality Hotel. Any approval or disapproval of a change in the name, flag, or brand of the Hotel by the City shall be in writing. The covenant of this Section shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns.

3.4.6 Developer Covenant to Defend this Agreement. The Developer acknowledges that the City is a “public entity” and/or “public agency” as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities and public agencies including, without limitation, CEQA.

Also, as a public body, the City’s action in approving this Agreement may be subject to proceedings to invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third-party legal actions related to the City’s approval of this Agreement or the pursuit of the activities contemplated by this Agreement, even in the event that an error, omission, or abuse of discretion by the City is determined to have occurred. If a third-party files a legal action regarding the City’s approval of this Agreement or the pursuit of the activities contemplated by this Agreement, the City may terminate this Agreement on thirty (30) days written notice to the Developer of the City’s intent to terminate this Agreement, referencing this Section 3.5.6, without any further obligation to perform the terms of this Agreement and without any liability to the Developer resulting from such termination, unless the Developer unconditionally agrees to indemnify and defend the City, with legal counsel chosen by

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18 Developer and acceptable to the City, against such third-party legal action, as provided below. If the City elects to terminate this Agreement, the Purchase and Sale Agreement between City and CDI Ventures, LLC and all amendments thereto shall remain in full force and effect. Within thirty (30) days of receipt of the City’s notice of intent to terminate this Agreement, as provided in the preceding sentence, the Developer may offer to defend the City, with legal counsel acceptable to the City, in the third-party legal action and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action.

Any such offer from the Developer must be in writing and reasonably acceptable to the City in both form and substance. Nothing contained in this Section shall be deemed or construed to be an express or implied admission that the City is liable to the Developer or any other person or entity for damages alleged from any alleged or established failure of the City to comply with any statute, including, without limitation, CEQA. The covenants of this Section shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns.

3.4.7 Environmental Indemnity of the City by the Developer. The Developer agrees, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and approved by the City, in its reasonable discretion) the City and its official, officers, attorneys, employees, agents, and authorized representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, reasonable attorney fees, disbursements and costs of attorneys, environmental consultants, and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever (collectively, “Environmental Claims”) that may, at any time, be imposed upon, incurred, or suffered by, or claimed, asserted, or awarded against the Indemnified Parties, directly or indirectly relating to or arising from any of the following “Environmental Matters” existing or occurring during or arising from the Developer’s ownership of the Property or construction or operation of the Project:

A. The presence of Hazardous Materials (hereinafter defined) on, in, under, from, or affecting all or any portion of the Property or the Project.

B. The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal, or transportation of any Hazardous Materials on, in, under, from or affecting the Property or the Project.

C. The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement, or the like by the Developer, its agents, representatives, contractors, or other parties engaged on its behalf relating to or governing in any way Hazardous Materials on, in, under, from, or affecting the Property or the Project.

D. The failure of the Developer, its agents, representatives, contractors, or other parties engaged on its behalf, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants, and the like in connection with the Developer’s activities on the Property or regarding the Project relating to Hazardous Materials.

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19 E. The implementation and enforcement by the Developer, its agents, representatives, contractors, or other parties engaged on its behalf of any monitoring, notification, or other precautionary measures that may, at any time, become necessary to protect against the release, potential release, or discharge of Hazardous Materials on, in, under, from, or affecting the Property or the Project.

F. The failure of the Developer, its agents, representatives, contractors, or other parties engaged on its behalf, in compliance with all applicable Environmental Laws (hereinafter defined), to lawfully remove, contain, transport, or dispose of any Hazardous Materials existing, stored or generated on, in, under, or from the Property or the Project.

G. Any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Materials on, in, under, from, or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.

H. The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys’ fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

I. “Hazardous Materials” as used in this Agreement shall mean and refer to, without limitation, substances defined as a “hazardous substance,”“hazardous material,” “toxic substance,”“solid waste,” or “pollutant or contaminate” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.

Sections 9601, et seq.; the Toxic Substances Control Act (“TSCA”) [15 U.S.C. Sections 2601, et seq.]; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT)Table [49 CFR 172.101], or by the EPA, or any successor authority, as a Hazardous Substance [40 CFR Part 302]; and those substances defined as “hazardous waste” in Section 25117 of the California Health and Safety Code or, as a “Hazardous Substance” in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 U.S.C. Section 1321 or listed pursuant to 33 U.S.C. Section 1317.

J. “Environmental Laws” as used in this Agreement shall mean all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any Hazardous Material, or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Property, occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) [42 USC Section 9601 et seq.]; the - --

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20 Resource Conservation and Recovery Act of 1976 (“RCRA”) [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (“FWPCA”) [33 USC Section 1251 et seq.]; the Toxic Substances Control Act (“TSCA”) [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act (“HMTA”) [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

Section 3.5. Insurance. In order to protect the City and its council members, officials, officers, employees, attorneys, contractors, agents, and authorized representatives (collectively, “Additional Insureds”) against any and all claims and liability for death, injury, loss, and damage resulting from the Developer’s actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage, described in and required by this Section. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and self-insured retentions under all insurance policies issued in satisfaction of the terms of this Agreement. Developer shall retain all insurance policies as set forth in this Section until issuance of the Certificate of Completion.

Section 3.6. Workers’ Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers’ compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers’ compensation coverage for all of such contractor’s or sub-contractor’s employees, unless the contractor’s or sub-contractor’s employees are covered by workers’

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21 compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers’ compensation insurance covering such employees. Each workers’ compensation policy procured pursuant to this section shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

Section 3.7. Liability and Permanent Insurance Requirements.

A. The Developer shall maintain in full force and effect, until the issuance of the Certificate of Completion the following insurance coverage:

1. Commercial General Liability Insurance coverage,
including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer pursuant to this Agreement), ProductsCompleted Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Developer’s operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate.

2. Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by the Developer with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy.

3. If the Developer hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion of the Project, the Developer shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000).

4. Upon acceptance of the Project or any portion thereof, from each contractor, the Developer shall maintain All Risk Property Insurance on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all portions of the Project so accepted. Such coverage shall name the City as a loss payee as their interests may appear.

B. During the construction of the Project, the Developer shall require that each contractor performing work on the Project maintain the following insurance coverage at all times during the performance of said work:

1. The Developer shall maintain Builder’s Risk (Course of Construction) Insurance to be written on an All Risk Completed Value form, in an aggregate

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22 amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work. Such coverage shall name the City as a loss payee as their interests may appear.

2. Each general contractor and each sub-contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate to protect the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others.

3. Each general contractor and each sub-contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non-owned vehicles used in the performance of the contractor’s obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

C. The required insurance described above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

D. Any insurance coverage required under this Agreement shall not be written on a “claims made” basis. The applicable certificate of insurance must clearly provide that the coverage is on an “occurrence” basis. The requirements of this Section shall survive any expiration or termination of this Agreement and any Certificate of Completion.

E. Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.

F. All of the insurance coverage required under this Section shall be maintained by the Developer or its contractors or sub-contractors of any tier, as required by the terms of this Agreement, until the issuance of the Certificate of Completion and shall not be reduced, modified, or canceled without at least thirty (30) days prior written notice to the City.

Also, phrases such as “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company” shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds. The Developer shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.

G. All insurance to be obtained and maintained by the Developer under this section shall be issued by a company or companies listed in the then current “Best’s Key Rating Guide” publication with a minimum of an “A:VII” rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.

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23 H. The City will not accept self-insurance in satisfaction of the insurance requirements of this Section.

I. All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

J. Insurance coverage in the minimum amounts set forth in this Section shall not be construed to relieve the Developer of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

K. Failure by the Developer to maintain all insurance coverage required by this Section in effect shall constitute a default of this Agreement by the Developer. The City, at its sole option, may exercise any remedy available to it in connection with such default.

Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement.

Section 3.8. Defaults - General.

3.8.1 Subject to Unavoidable Delays and any other extensions of time provided for in this Agreement and this Section 3.9, failure or delay by either Party to perform any term or provision of this Agreement shall constitute a default under this Agreement. The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

3.8.2 If a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and diligently and continuously prosecutes such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement.

3.8.3 Any failure or delays by either Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either Party in asserting any of their rights and/or remedies shall not deprive either Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies.

Section 3.9. Events of Default. In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events shall constitute an “Event of Default” under this Agreement,

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24 and, if they occur prior to the issuance of a Certificate of Completion for the Project, they shall not be subject to the provisions of Section 3.10:

3.9.1 Any default by the Developer under any construction loan documents for any purpose or reason which is declared in writing by the lender and which materially impacts the Project. So long as the construction continues on the Project, no default or Event of Default will be declared.

3.9.2 Any breach by the Developer of any of the non-monetary covenants and conditions of this Agreement that is not cured within thirty (30) days following written notice of the breach to the Developer from the City or the expiration of an applicable shorter cure period set forth in this Agreement.

3.9.3 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading when made.

3.9.4 The Developer fails to make any payment or deposit of funds required under this Agreement or to pay any other charge set forth in this Agreement, following ten (10) days’ written notice to the Developer from the City of such failure.

3.9.5 Any material deviation in the work of improvement of the Project from the approved Scope of Development, without the prior written approval of the City, or the appearance of defective workmanship or materials and such defects are not corrected or substantially corrected, within thirty (30) days after receipt of written notice thereof from the City to the Developer.

3.9.6 Subject to the extensions of time or excuses for performance in this Agreement, the construction of the Project is delayed or suspended for a period in excess of that permitted under this Agreement, subject to the occurrence of Unavoidable Delays; or the development of the Project does not proceed with due diligence, pursuant to the Schedule of Performance, subject to the occurrence of an Unavoidable Delay; or the Project is not completed by the Project Completion Date, subject to the occurrence of Unavoidable Delays.

3.9.7 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property, and such event is not corrected within twenty days following written notice of such event from the City to the Developer.

3.9.8 The Developer sells, Transfers, hypothecates, encumbers or assigns its interest in this Agreement, the Property, or Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement.

3.9.9 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law;

3.9.10 The Developer’s legal status as a California limited liability company authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated.

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25 Section 3.10. Repurchase Option.

3.10.1 Option to Repurchase Upon Failure to Commence or Complete Construction of the Hotel. In the event the construction of the Project is delayed or suspended for a period in excess of that permitted under this Agreement, subject to the occurrence of Unavoidable Delays; or the development of the Project does not proceed with due diligence, pursuant to the Schedule of Performance, subject to the occurrence of an Unavoidable Delay; or the Project is not completed by the Project Completion Date, subject to the occurrence of Unavoidable Delays. City shall have the option to repurchase the Property from Developer at City’s election by written notice to Developer given within six (6) months after the occurrence of any such event, time being of the essence (“Repurchase Election Notice”). In the event City fails to give the Repurchase Election Notice within such six (6) month period, the City shall not have the Repurchase Option under this Section 3.10 in respect of the event giving rise thereto.

In the event City exercises its Repurchase Option, the purchase price (“Repurchase Price”) payable by City to Developer with respect to the Property shall be an amount equal to the original purchase price paid by Developer to City for the Property; plus any cash (including but not limited to check, wire, ACH or any other form of payment) payments previously paid by the Developer for the development of the Property for the improvements thereon, financed costs associated with design and entitlements, amount financed inclusive of all “hard” and “soft” costs related to the site and the improvements to be constructed thereon, including without limitation, architectural, engineering, and legal fees paid to government entities, and cost of all on-site labor and materials for the construction of the improvements existing on the Property at the time of repurchase (but not including any payment under the Services Agreement between the City and Developer for the construction of any parking facilities), or the fair market value of the Property, including any improvements thereon, as determined through an appraisal of the Property as of the date of the Repurchase Notice performed by an appraiser hired by the City and the Developer, whichever is lower.

Closing for repurchase of the Property pursuant to Repurchase Option shall occur on the date specified in Repurchase Election Notice, which shall be no earlier than sixty (60) days and no later than one hundred and eighty (180) days after the date of the City’s service on Developer of Repurchase Election Notice. Developer and City shall each pay one-half (1/2) of the escrow fees, and Developer shall pay for (i) any documentary tax stamps and (ii) an ALTA standard Owner’s Policy of Title Insurance in the full amount of the Repurchase Price showing fee title vested in the City. The City shall pay the recording fee for any other instruments which are recorded through such escrow.

ARTICLE IV

MISCELLANEOUS
Section 4.1. No Third-Party Beneficiaries; No Assignment. Developer represents and warrants, except as expressly set forth herein, there are no express or implied third-party beneficiaries to this Agreement, and no person or entity not a signatory hereto shall have any rights or causes of action against the City arising from or in connection with this Agreement or the Development Agreement. Developer represents and warrants it has not sold, assigned, or otherwise transferred, or purported to, and shall not hereafter, sell, assign, or otherwise transfer any of the

B – Page 614 of 913
55575.18175\40908266.11
26 obligations, liabilities, demands, claims, costs, expenses, debts, controversies, damages, rights, actions, or causes of action released pursuant to the Original Development Agreement or this Agreement. This Agreement shall not be assignable without the prior written consent of City, which may be withheld by City in its sole discretion, and any assignment or other transfer in contravention of this Section shall be voidable at the election of the City or the City may elect, in its sole discretion, to terminate this Agreement or pursue any remedy available to City herein, at law, or in equity.

Section 4.2. Enforcement of Agreement. Except as otherwise expressly set forth in this Agreement, no action shall be brought or maintained until: (a) the non-breaching Party provides written notice to the breaching Party which explains with particularity the nature of the claimed breach and (b) within thirty (30) days after receipt of said notice, the breaching Party fails to cure the claimed breach or, in the case of a claimed breach which cannot be reasonably remedied within a thirty (30) day period, the breaching Party fails to commence to cure the claimed breach within such thirty (30) day period and thereafter diligently complete the activities reasonably necessary to remedy the claimed breach.

Section 4.3. Damages. In the event any action or proceeding is brought to enforce this Agreement, the prevailing Party shall be entitled to the reasonable fees, out-of-pocket expenses, and costs of attorneys and experts against the non-prevailing Party, in addition to all other relief to which that Party may be entitled.

Section 4.4. Limits. This Agreement shall not be construed as creating any right or benefit, substantive or procedural, enforceable at law or in equity, by any Party against any person, agency or entity other than those set forth herein.

Section 4.5. No Waiver. The failure to insist on any one occasion upon strict compliance with any of the covenants or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of any rights or powers hereunder at any other time or times.

Section 4.6. Notices. Any notice, request, or communication required to be given to either Party under this Agreement shall be given in writing and shall be personally delivered or mailed, by prepaid registered or certified mail, to the addresses below:

Party to be Noticed: Selene Palm Springs, LLC
Attn.: Rabinder Pal Singh
200 West 55th Street
New York, NY 10019_________________________
City of Palm Springs
Attn.: Flynn Fagg
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

B – Page 615 of 913
55575.18175\40908266.11
27 With Copy to: Boren, Osher & Luftman, LLP
Attn.: Stephen Z. Boren
222 N. Pacific Coast Hwy, Ste. 2222
El Segundo, CA 90245
Best Best & Krieger
Attn.: Elizabeth Hull
18101 Von Karman Avenue
Irvine, CA 92612 _________________________
Section 4.7. Entire Agreement. This Agreement, including the true and correct Recitals above, which are incorporated by reference herein as operative covenants and specifically relied upon by the Parties in executing this Agreement, constitutes the entire agreement and understanding among and between the Parties and supersedes any and all other prior and contemporaneous agreements whether oral or written between the Parties.

Section 4.8. Amendments and Modifications. This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution.

Section 4.9. Rights of Lender to Modify Agreement. Developer’s lender or lenders may seek a modification of this Agreement in connection with a loan or refinance. In connection therewith, in any notice requesting a modification by Developer’s lender or lenders, the Developer shall include a statement to the City identifying any amendments, modifications, or other changes to this Agreement or its attachments which the lender or lenders is requesting in connection with the Developer obtaining or refinancing a loan. The City agrees to reasonably consider and not unreasonably withhold its consent to the requested amendment or modification, but shall not be obligated to accept, any amendment, modification, or other change to this Agreement or any of the attachments to this Agreement which materially restricts, diminishes or burdens the City’s rights and remedies.

Section 4.10. Choice of Law. This Agreement shall be deemed to have been executed and delivered within the State of California; the rights and obligations of the Parties hereunder shall be governed, construed, and enforced in accordance with the laws of the State of California.

The venue for any dispute arising from or related to this Agreement, its performance, and its interpretation shall be the Superior Court of California, County of Riverside, California. This Agreement is to be construed fairly and not in favor of or against any Party regardless of which Party or Parties drafted or participated in the drafting of its terms. The parties agree to mediate, in good faith, any claim arising hereunder and to refrain from filing a lawsuit relating to the terms and conditions of this Agreement until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within thirty (30) days of the date the claim or controversy accrues or first arises. The prevailing party pertaining to a dispute concerning this Agreement shall be entitled to reasonable attorneys’ fees and costs. However, any party who fails to comply with the mediation requirements of this section shall not be entitled to recover attorney’s fees.

B – Page 616 of 913
55575.18175\40908266.11
28 Section 4.11. Authorized Signatory. Each Party represents and warrants that it has the full right and power to enter into this Agreement and to execute and bind the Party on whose behalf it/he/she is signing to the releases and other provisions contained herein, and further agrees to the extent it is in breach of its warranties to defend and indemnify each other Party in the event any claim is made which is contrary to the representations and warranties contained herein.

Section 4.12. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms.

Section 4.13. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and, when so executed by the Parties, shall become binding upon them and each such counterpart will be an original document. Electronic signatures shall be as valid and have the same force and effect as original signatures.
[Signatures on following page]

B – Page 617 of 913
55575.18175\40908266.11
S-1
IN WITNESS WHEREOF, each Party has executed this Agreement on the date which appears next to the corresponding signature.

I have read the foregoing Settlement and Development Agreement, understand it, and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences and to be bound by its terms.

Date

SELENE PALM SPRINGS, LLC
By: Calsprings Properties, LLC, Managing
Member
By: Rabinder Pal Singh, Manager
Date

CITY OF PALM SPRINGS
__________________, City Manager
Approved as to form:

Date:
__________________, City Attorneyr
[Signature Page to Settlement and Development Agreement]

B – Page 618 of 913
55575.18175\40908266.11
A-1

ATTACHMENT A

LEGAL DESCRIPTION

B – Page 619 of 913
55575.18175\40908266.11
A-2

ATTACHMENT B

SCHEDULE OF PERFORMANCE
[summarized below and attached]
PHASE 1: North Villas and all associated improvements. Developer shall obtain a building permit for Phase 1 by August 7, 2023 in accordance with Attachment B and shall substantially complete construction of Phase 1 by December 24, 2026.

PHASE 2: Hotel and Residential Towers and all associated improvements. Developer shall obtain a building permit for Phase 2 by September 9, 2024 in accordance with Attachment B and shall substantially complete construction of Phase 3 by December 25, 2026.

PHASE 3: South Villas and all associated improvements. Developer shall obtain a building permit for Phase 3 by October 30, 2023 in accordance with Attachment B and shall substantially complete construction of Phase 3 by December 25, 2026.

B – Page 620 of 913
55575.18175\40908266.11
A-3

ATTACHMENT C

SCOPE OF DEVELOPMENT/ENTITLEMENT PACKAGE
[attached]

B – Page 621 of 913
55575.18175\40908266.11
A-4
Scope of Development
The Revised Project (“Project”) includes the following and is described in greater detail in the Dream Hotel and Condominium Application as approved by the City Council on May 11, 2023:
x Between 150-160 Transit Occupancy Tax (“TOT”) generating hotel rooms. x No less than 28 residential units in the hotel tower which will be short term rental eligible. These units shall also be subject to the same TOT benefit as the hotel rooms set forth above.
x No less than 12 luxury residential units in the North Villas which will not be short term rental eligible.
x No less than 24 residential units in the South Villas which will not be short term rental eligible.

Once constructed, the site will operate as a 4 star or better hotel and shall include the following amenities at a minimum:
x Staffed front desk with multiple guest service capability and uniformed staff x Concierge services
x Valet service
x Bell services (luggage service)
x Full-service restaurant that serves breakfast/lunch/dinner with bar/lounge (separate or adjoining restaurant)
x Room service available for breakfast/lunch/dinner
x Gift shop or sundries available for purchase
x Swimming pool and separate whirlpool/hot tub
x Food and beverage service available poolside
x Desk or similar worktable in each guest room with enhanced desk chair x Multiple electrical outlets and USB ports near desk/worktable x Superior internet speed and capacity available throughout the property (multiple routers with consistent signal strength).
x Safe in each guest room.

B – Page 622 of 913
55575.18175\40908266.11
A-5
x Laundry/dry cleaning service available to guests

B – Page 623 of 913
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B – Page 624 of 913

ATTACHMENT C
Public Integrity Disclosure Form

B – Page 625 of 913
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

(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)

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

 Other ____________________________________
Item 2A - Page 70
Selene Palm Springs,,, LLC 222000000 West 55th Street,,, New York,,, NY 1110000001119 11171117 E Vista Chino,,, A7--6111333,,, Palm Springs,,, CA 92222226222 CA ■ Lauri Kibby for CDI Ventures,,, LLC Managing Member Rabinder Pal Singh for Calsprings Prop LLC

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

(Revised 05/16/19)

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

EXAMPLE

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

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

Signature of Disclosing Party, Printed Name, Title Date

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

Item 2A - Page 71
Calsprings Properties LLC 8000%%%,,, Selene Palm Springs LLC CDI Ventures,,, LLC 222000%%%,,, Selene Palm Springs,,, LLC 9///7///222222

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ATTACHMENT D
Letter – Notice of Default

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55575.10036\45263597.1
Seth Merewitz
Partner
(213) 787-2567
[email protected]
Best Best & Krieger LLP | 300 South Grand Avenue, 25th Floor, Los Angeles, California 90071 Phone: (213) 617-8100 | Fax: (213) 617-7480 | bbklaw.com August 3, 2026

BY CERTIFIED MAIL

RETURN RECEIPT REQUESTED
VIA E-MAIL: [email protected]
Rabinder Pal Singh
Selene Palm Springs, LLC
200 West 55th Street
New York, NY 10019
Stephen Z. Boren
Boren, Osher & Luftman, LLP
222 N. Pacific Coast Highway, Ste. 2222
El Segundo, CA 90245
Re: Notice of Default, Palm Springs Settlement and Development Agreement Dear Mr. Singh and Mr. Boren:

NOTICE OF DEFAULT AND 30-DAY CURE PERIOD
The City of Palm Springs (“City”) is furnishing this letter to you as the Developer of the Dream Hotel Project (“Project”). The City remains excited about this important project and appreciates your investment. The City has also adopted a new and more robust Hotel Operations Incentive Program to assist projects like yours. However, the timing is not meeting the mutual agreement of the parties.

This letter serves as a formal Notice of Default (“Notice”) by the City to Selene Palm Springs, LLC (“Developer”), pursuant to Section 3.8 of the Settlement and Development Agreement between the City and Developer, dated May 1, 2023 (“Agreement”). This letter also serves as a formal demand that you cure such default within thirty (30) calendar days following receipt of this Notice.

On or around March 2, 2026, the City and the Developer entered into the First Amendment to the Settlement and Development Agreement (“First Amendment”). The First Amendment, in part, amended the Schedule of Performance included in the Agreement. The Schedule of Performance, as amended by the First Amendment, set forth a deadline of July 30, 2026 to set the Guaranteed Maximum Price for the Project. Developer has failed to set a Guaranteed Maximum Price for the Project by close of business on July 30, 2026, constituting a default pursuant to Section 3.8.1 of the Agreement.

Therefore, pursuant to Section 3.8.2 of the Agreement, the City hereby provides you with written notice of the above default and provides you with thirty (30) days to cure said default or the City will move to repurchase the Property from the Developer pursuant to Section 3.10.

In order to cure the specified default, you are required to present an updated Schedule of Performance to the City with new dates for each necessary step to complete the Project. As a BBK

BEST BEST & KRIEGER LLP

ATTORNEYS AT LAW

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55575.10036\45263597.1
Rabinder Pal Singh
Stephen Z. Boren
August 3, 2026

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Best Best & Krieger LLP
reminder, any modification to the Schedule of Performance that will result in an aggregate change of more than ninety (90) days is subject to City Council approval, per Section 3.3.4 D. of the Agreement.

Please note that the City has not agreed, and nothing herein nor in any prior communication with the City should be taken to have created, any obligation by the City to discuss, negotiate or agree, to any restructuring, modification, amendment, waiver or forbearance with respect to the terms and obligations within the Agreement. The City continues to reserve and preserve all of its rights and remedies against you under the Agreement and applicable law.

This letter shall not constitute a waiver or modification of any of the City’s rights or remedies, and it shall not preclude the exercise of any right or remedy available to the City at law or in equity, including any procedure necessary or appropriate to enforce any of the terms and conditions set forth in the Agreement. Any delay in or failure to exercise any of the City’s rights, remedies, claims, powers, benefits or privileges shall not subject it to any liability to any person or entity, and no other person or entity may rely upon or in any way seek to assert as a defense to any obligation owing to the City such delay or failure. Such delay or failure, if any, shall not be deemed to constitute a waiver of any such right, remedy, claim, power, benefit or privilege of the City. All of the City’s rights with respect to all of the matters referred to in the Agreement and this letter are expressly reserved.

We appreciate your prompt attention to this matter.

Sincerely,
Seth Merewitz
of BEST BEST & KRIEGER LLP
SM:ed
cc: Honorable Mayor and City Councilmembers
Scott Stiles, City Manager
Lauri Kibby ([email protected])
Eran Nornberg ([email protected])

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55575.18120\45243947.2

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 9, 2026 BUSINESS & LEGISLATIVE
SUBJECT: DISCUSSION AND POSSIBLE DIRECTION REGARDING COMMUNITY

WORKFORCE AGREEMENT (CWA)
FROM: Scott C. Stiles, City Manager
BY: Joel Montalvo, City Engineer and Jeffrey Ballinger, City Attorney SUMMARY:

On May 27, 2021, the Palm Springs City Council approved entering into a Community Workforce Agreement (CWA) with the San Bernardino/Riverside Counties Building & Construction Trades Council, AFL-CIO, for a period of five (5) years. That CWA was subsequently finalized and executed effective as of August 31, 2021. As the five year term nears its completion, this agenda item provides the City Council with an opportunity to decide whether to renew the term of the CWA, and if so, upon what terms.

RECOMMENDATION:

Discuss and provide City staff and City Attorney with direction regarding a possible extension of the Community Workforce Agreement (CWA).

BACKGROUND:

As indicated in the February 27, 2020 City Council staff report, a Community Workforce Agreement is a variation of a Project Labor Agreement (PLA). A PLA is pre-hire, collective bargaining agreement with one or more labor organizations that establishes the terms and conditions of employment for a specific construction project or class of projects. A Community Workforce Agreement (CWA) is a PLA that includes a targeted hire provision designed to create local jobs and/or achieve other social welfare goals (i.e., community benefits) through the construction projects they apply to. Such social welfare goals can include targeted hiring of low-income individuals, veterans, former offenders, residents of low-income neighborhoods, at-risk youth, and (for projects with federal funds) percentage goals for racial minorities and women.

At the February 27, 2020 Council meeting, the City Council first considered possibly entering into a CWA. City staff and the City Attorney brought back a draft CWA to the Council on April 8 and May 27, 2021, at which time the City Council provided direction on

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a number of remaining key deal points of the CWA. The CWA was thereafter finalized and executed, with the last signatory being the City, which signed on August 31, 2021.

Some of the key terms of the CWA include the following:
• Applies to City public works projects of $1,000,000 or more • 5-year term
• A goal of 30%, as recommended by the Building Trades Council initial draft CWA, of the total work hours performed on City Public Works projects subject to the CWA shall be local residents (those within specified Coachella Valley zip codes), as well as Veterans, regardless of where they reside
• A goal for the career placement of disadvantaged and at-risk youth, low income and under/unemployed residents, women, minorities, and veterans. The Unions committed to:
• Coordinate and participate in City-based career and apprenticeship fairs and events;
• Provide industry speakers for City programs and outreach events; • Support local events and programs designed to recruit and develop adequate numbers of competent workers in the construction industry; • Work cooperatively with the City and community groups to provide preapprenticeship training, utilizing building trades and union apprenticeship readiness program.
• Incorporates the City’s non-discrimination protections (PSMC 7.09.040 (now

7.05.02).)
• Promotion of programs describing opportunities available for involvement of local residents, entrance into formal labor/management apprenticeships, and available training for students and graduates of the City wishing to pursue careers in construction with such cost to be the responsibility of the members of the Trade Council/Union and contractors
• The Trade Council will identify, establish and maintain effective programs and procedures for persons interested in entering the construction industry • The use of Apprentices, through a Joint Labor Management Apprenticeship Program, up to 30% of each craft’s workforce, resulting in a highly skilled and safety conscious project workforce
• The City, Trade Council members, and contractors will mutually promote training opportunities to encourage application from Palm Springs residents. • The City will designate a “CWA Administrator”, either from City’s own staff or an independent contractor, to serve as the City’s liaison to the contractors and other persons, monitor compliance with the CWA, and assist in implementing the CWA. • A no work-stoppage and lock-out clause to avoid project disruptions and delays.

On March 23, 2023, the City Council awarded a four-year contract through April 1, 2027, to TSG Enterprises, Inc., dba The Solis Group, to provide services to the City as the City’s “CWA Administrator”. The initial contract provided for a not to exceed amount of

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$200,000. This initial amount was based on an estimate of the cost of the services that staff felt would be needed over the term of the CWA. However, because this was the City’s first CWA, the actual costs of the administrator services were not known. As such, on March 28, 2024, the City Council approved an amendment increasing the not to exceed amount to $500,000. On September 10, 2025, the not to exceed amount was increased by Council to $1,200,000.

STAFF ANALYSIS:

Under the CWA, the Trades Council is required to provide the City with an annual written report that provides the number of skilled Construction Workers, including any legally permissible demographics. (CWA, § 3.5.4) The City’s CWA Administrator is required to prepare quarterly reports on apprentice utilization and the training and employment of City residents, and a schedule of Project Work and estimated number of craft workers needed. (CWA, § 17.2)
Since its effective date, the City has undertaken 23 capital and airport projects that exceeded the $1M threshold and thus were subject to the CWA. To date, the City has issued 30 task orders to our CWA Administrator, the Solis Group, totaling $721,518.

The Solis Group provided the following statistics on the local workers' hours, number of workers, and the 30% local workforce goal on 17 of the 23 projects:

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Please note that the “local” workforce goal shown above with the 30% goal includes the greater Riverside County Area.

For the Palm Springs area, only one project exceeded the 30% workforce goal. Palm

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Springs workforce is defined as any person that lives within 20 miles of the Palm Springs zip code.

Two examples of project labor workforce hours are shown below:

The complete report provided by the Solis Group is included as Attachment E.

Should the City Council wish to extend the term of the CWA, some of the issues that the Council might want to consider involve the following:

Term
The Council will want to consider the term of any extended CWA. The current CWA has a five (5) year term. It contained no “termination for convenience” provision. The Council should consider how long is wishes to be bound to any extended CWA.

Dollar Threshold
The current CWA has a threshold of $1,000,000. In staff’s opinion, this is a relatively low threshold. Local contractors have verbally indicated that they are not providing bids on City projects because they do not want to participate in the CWA. Staff have also noted

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55575.18120\45243947.2
a trend of fewer proposers on projects, potentially limiting the competitiveness of the bids.

For example, the Navigation Center only had one bidder, and the Library Project only had two bidders.

It is also important to note that, of the 23 contractors proposing on the above-mentioned projects, only one contractor has a Coachella Valley address.

CWA Administrator
The CWA requires that the City designate an administrator to help administer the CWA, but leaves to the City’s discretion as to whether to utilize a City employee or contract out that work. To date, the City has contracted out that work. Were this work to be brought in-house, the City would need to either hire an employee with pre-existing experience in this type of work, or train someone to develop this type of experience.

Federal Policy Impacts to Community Benefits
One issue that has surfaced just recently is the impact of federal policy, even in California, on PLA’s/ CWA’s at least with respect to federally funded public works projects. The City was recently notified by CalTrans that the City’s CWA could not be used on the City’s Ramon Road Bridge and East Palm Canyon Bridge projects. According to CalTrans, the Federal Highway Administration (FHWA), found the following italicized language in the City’s CWA problematic:
• Article 1.14 – “The use of masculine or feminine gender or titles in this Agreement should be construed as including both genders and not as gender limitations unless the Agreement clearly requires a different construction. Further, the use of Article titles and/or Section headings are for information only, and carry no legal significance.”
• Article 3.4 -- “Non-Discrimination in Referral, Employment, and Contracting. The Unions and Contractors agree that they will not discriminate against any employee or applicant for employment in hiring and dispatching on the basis of race, color, religion, sex, gender, national origin, age, membership in a labor organization, sexual orientation, political affiliation, marital status, disability or other protected class under Title 7, Section 7.09.040 of the Municipal Code of the City of Palm Springs. Further, it is recognized that the City has certain policies, programs, and goals for the utilization of local small business enterprises. The Parties shall jointly endeavor to assure that these commitments are fully met, and that any provisions of this Agreement which may appear to interfere with local small business enterprises successfully bidding for work within the scope of this Agreement shall be carefully reviewed, and adjustments made as may be appropriate and agreed upon among the Parties, to ensure full compliance with the spirit and letter of the City’s policies and commitment to its goals for the significant utilization of local small businesses as direct Contractors or suppliers for Project Work.” • Article 3.5.4 – “The Parties to this CBA support the development of increased numbers of skilled Construction Workers from among residents of the City of Palm

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Springs. Towards that end, the Parties agree to cooperatively seek to establish work opportunities for local residents and address Training and Employment needs in the Community. The goal is for the Career placement of disadvantaged and atrisk youth, Low Income and Under/unemployed residents, Women, Minorities, LGTBQ+ members of the community, and Veterans. The Unions commit to:
(a) Coordinate and participate in City based Career and Apprenticeship Fairs and Events, including events such as Village Fest, the annual Pride festival, and the ONEPS Picnic. Without limiting the nature of the foregoing, the Unions commit to hold at least one (1) annual career fair in the City of Palm Springs, to provide an opportunity for Palm Springs residents to learn about careers in the building trades; (b) Provide Industry Speakers for City Programs and Outreach Events; (c) Support Local Events and Programs designed to recruit and develop adequate numbers of competent workers in the Construction Industry; (d) Work cooperatively with the City and Community groups to provide preapprenticeship training utilizing Building Trades and Union Apprenticeship readiness Programs.
(e) The Trades Council and Unions shall seek partnerships with the Riverside County Workforce Development Board, Palm Springs Unified School District, Desert Community College District, and non-profit community groups to provide construction career opportunity awareness and outreach throughout the City and greater Coachella Valley. These partnerships will include Apprenticeship Readiness Programs, Career awareness through Job Fairs, and PreApprenticeship Training. Outreach shall include a focus on demographic groups that have been traditionally underrepresented in the Construction Industry, including, but not limited to, Women, Minorities, economically disadvantaged, LGBTQ+, and formerly incarcerated individuals.

Trades Council, on behalf of the Unions shall, commencing on the first anniversary of the effective date of this CWA, submit to the City an annual written report, which provides the number of skilled Construction Workers, including any legally permissible demographics.”
• Article 14.3 – “Identification and Retention of Skilled Labor and Employment of Local Residents The Project Work will require large numbers of craft personnel and other supporting employees. It is therefore the understanding and intention of the Parties to use the opportunities provided by the extensive amount of work to be covered on these Projects to promote, through cooperative efforts, programs and procedures (which may include, for example, programs to prepare persons for entrance into formal labor/management apprenticeship and/or training programs) to the community describing opportunities available as a result of the Project Work, for involvement of Local Residents in the construction industry, to assist them in entering the construction trades, and, through utilization of labor/management apprenticeship and/or training programs, to provide training opportunities for Local Residents and students and graduates of the City wishing to pursue a career in

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construction. Such cost for programs and training will be the responsibility of the Union and contractors. The City will work with the Unions, trade groups, and Contractors, in marketing such potential job and training opportunities to encourage application from residents of the City of Palm Springs. Further, with concurrence from the CWA Administrator, the Contractors and the Unions will work together to promptly develop and implement procedures for the identification of craft needs, the scheduling of work to facilitate the utilization of available craft employees, and the securing of services of craft employees in sufficient numbers to meet the demand of the Project Work to be undertaken. The City will work with the Contractors and Unions in promoting said opportunities to encourage application from residents of the City of Palm Springs.” Under section 2.5.10 of the CWA, the CWA does not apply to projects that are funded with state or federal funds, if those state/federal funding requirements preclude the use of a CWA.

So, until the federal policy changes, it appears that these “community benefits” of the CWA will not be realized, at least on federally funded projects.

Therefore, City staff and the City Attorney seek direction from the City Council as to whether, and upon what terms, the City Council may wish to extend the current CWA, which expires on August 31, 2026.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. According to Section 15378(b), a Project does not include: (2) “Continuing administrative or maintenance activities, such as purchases for supplies, personnelrelated actions, general policy and procedure making….” The CWA, and any possible extension of its term, would constitute such procurement and general policy and procedure making.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with the following City Council Strategic Plan Broad Goal: Infrastructure and Facilities and Public Safety and Community Services, as well as the Overarching Principle of Social Equity – as its purpose is to enhance construction staff available to perform capital projects for the City and to ensure that those workers are paid a fair wage for their work.

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FISCAL IMPACT:

As indicated above, the CWA has caused the City to expend $721,518 in CWA Administrator costs over the CWA’s 5-year term. As indicated in the City’s February 27, 2020 staff report, some reports estimate that Community Workforce Agreements may increase the cost of public works projects anywhere from 7% to 20%. However, because current bidding practices do not call out increased costs, if any, resulting from the City’s CWA, the City does not have reliable data on the increased project costs, if any, to the City as the result of the current CWA.

REVIEWED BY:

Department Director: Joel Montalvo
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles
ATTACHMENTS:

A. Community Workforce Agreement (2021)
B. City Council Staff Report, May 27, 2021
C. City Council Staff Report, April 8, 2021
D. City Council Staff Report, February 27, 2020
E. Solis Group Report, 2026

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Attachment A -
Community Workforce
Agreement (2021) A8867

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COMMUNITY WORKFORCE AGREEMENT

BY AND BETWEEN

THE CITY OF PALM SPRINGS
AND

SAN BERNARDINOIRIVERSIDE COL INTIES

BUILDING AND CONSTRUCTION TRADES COUNCIL, AFL- CIO

AND THE SIGNATORY CRAFT COUNCILS AND UNIONS
City of Palm Springs CWA
55575 18000'-. 33985938 2

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TABLE OF CONTENTS Page
ARTICLE 1 DEFINITIONS 3
ARTICLE 2 SCOPE OF THE AGREEMENT 5
ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT 8
ARTICLE 4 UNION ACCESS AND STEWARDS 12
ARTICLE 5 WAGES AND BENEFITS 13
ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS 14 ARTICLE 7 WORK STOPPAGES AND LOCKOUTS 16
ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAI. DISPUTES 20 ARTICLE 9 MANAGEMENT RIGHTS 21
ARTICLE 10 SETTLEMENT OF GRIEVANCES AND DISPUTES 23
ARTICLE 11 REGULATORY COMPLIANCE 25
ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY 25 ARTICLE 13 TRAVEL AND SUBSISTI; NCI : 26
ARTICLE 14 APPRENTICES 26
ARTICLE 15 WORKING CONDITIONS 27
ARTICLE 16 PRE - JOB CONFERENCES 28
ARTICLE 17 LABOR/MANAGEMENT COOPERATION 28
ARTICLE 18 SAVINGS AND SEPARABILITY 29
ARTICLE 19 WAIVER 29
ARTICLE 20 AMENDMENTS 29
ARTICLE 21 DURATION OF THE AGREEMENT 30
ATTACHMENT A — LETTE: R OF ASSENT 33
ATTACHMENT B — ZIP CODES 34
ATTACHMENT C — CRAFT REQUEST FORM 39
ATTACHMENT D - LIST OF NEUTRAL ARBITRATORS 41
7 City of Palm Springs CWA
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CITY OF PALM SPRINGS

COMMUNITY WORKFORCE AGREEMENT
This Community Workforce Agreement (" Agreement") is entered into effective as of Au0m 3 [ , 2021, by and between the City of Palm Springs, a municipal corporation City"), the San Bernardino/ Riverside Counties Building and Construction Trades Council Trades Council"), and the signatory Craft Councils and Local Unions signing this Agreement collectively, the " Union" or " Unions"). This Agreement establishes the labor relations policies and procedures for the City, the Contractors awarded contracts for Project Work and for the crafts persons employed by the Contractors and represented by the Unions engaged in the Project Work as more fully described below. The City, Trades Council and Unions are hereinafter referred to herein, as the context may require, as " Party" or " Parties." It is understood by the Parties to this Agreement that for the duration of this Agreement, it shall be the policy of the City, to the extent permitted by law, for all Project Work ( as defined in Sections 1. 9 and 2. 2.) to be contracted exclusively to Contractors who agree to execute and be bound by the terms of this Agreement, directly or through the Letter of Assent ( a form of which is attached as " Attachment A"), and to require each of its subcontractors, of whatever tier, to become so bound. The City shall include, directly or by incorporation by reference, the requirements of this Agreement in the advertisement of and/ or specifications for each and every contract for Project Work to be awarded by the City.

It is further understood that the City shall actively administer and enforce the obligations of this Agreement, again to the extent permitted by law, to ensure that the benefits envisioned from it flow to all Parties, the Contractors and crafts persons working under it, and the residents of the City. The City shall therefore designate a " CWA Administrator," either from its own staff or an independent contractor, to serve as the City' s liaison for Contractors and other persons; monitor compliance with this Agreement; assist, as the authorized representative of the City, in developing and implementing the programs referenced herein, all of which are critical to fulfilling the intent and purposes of the Parties and this Agreement; and to otherwise implement and administer this Agreement.

ARTICLE I

DEFINITIONS
Section 1. 1 " Agreement" or " CWA" means this Community Workforce Agreement.

Section 1. 2 " Apprentice" means those employees indentured and participating in a Joint Labor/ Management Apprenticeship Program approved by the State of California, Department of Industrial Relations, and Division of Apprenticeship Standards.

Section 1. 3 " Construction Contract" or " Construction Contracts" means any contract entered into by the City, for the construction of Project Work as specified in Section 2. 2.

City of Palm Springs CWA
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Section 1. 4 " Contractor" means any individual firm, partnership or corporation, or combination thereof, including joint ventures, which is an independent business enterprise and which has entered into a Construction Contract with the City or any of its contractors or any of the City's or contractor's subcontractors of any tier, with respect to the construction of any part of a Project under contract terms and conditions approved by the City and which incorporate this Agreement.

Section 1. 5 " City" means the City of Palm Springs.

Section 1. 6 " Joint Labor; Management Apprenticeship Program" means a joint Union and Contractor administered apprenticeship program certified by the State of California, Department of Industrial Relations, and Division of Apprenticeship Standards.

Section 1. 7 " Letter of Assent" means the document that each Contractor ( of any tier) must sign and submit to the City before beginning any Project Work, which formally binds such Contractor( s) to adherence to all the forms, requirements and conditions of this Agreement in the form attached hereto as " Attachment A."
Section 1. 8 " CWA Administrator" means the City' s authorized representative who will be the liaison between the City, Contractors, and the Unions; responds to inquiries about the CWA; charged with monitoring compliance with the CWA, developing and implementing programs set forth in the CWA including but not limited to grievance procedures.

Section 1. 9 " Project", " Project Work" or " City Project" means the demolition and construction work to be performed on City property or within easements secured by the City consisting of the construction of public works, pursuant to a Construction Contract entered into by the City, that are estimated by the City to exceed One Million Dollars ($ 1, 000, 000), as determined by the City. Projects that are estimated by the City not to exceed $ 1, 000, 000 shall not be a Project, Project Work or City Project, and shall not be subject to this Agreement.

Section 1. 10 " Specialty Contracts" means a contract for Project Work with a specialty contractor which is either limited to a particular single trade or craft or limited to a singular scope of work ( i. e. installing a toilet.)
Section 1. 11 " Master Labor Agreements" means the local collective bargaining agreements of the signatory Unions having jurisdiction over the Project Work and which have signed this Agreement.

Section 1. 12 " Subscription Agreement" means the contract between a Contractor and a Union' s Labor/ Management Trust Fund( s) that allows the Contractor to make the appropriate fringe benefit contributions in accordance with the terms of the Master Labor Agreements.

Section 1. 13 " Willful or Knowing Breach" means a default of a material term or covenant of this Agreement, which is done either willfully or knowingly, and continues following written notice by the non -defaulting party and a reasonable opportunity to cure. For purposes of this definition, " willfully" means a purpose or willingness to commit the act, or make the omission 4 City of Palm Springs CWA
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referred to, and " knowingly" means a knowledge that the facts exist that bring the act or omission within the provisions of this Agreement.

Section 1. 14 The use of masculine or feminine gender or titles in this Agreement should be construed as including both genders and not as gender limitations unless the Agreement clearly requires a different construction. Further, the use of Article titles and/ or Section headings are for information only, and carry no legal significance.

ARTICLE 2

SCOPE OF THE AGREEMENT
Section 2. 1 General This Agreement shall apply to all of the City' s Project Work, as defined in Section 1. 9, performed by those Contractor(s) of whatever tier that have contracts awarded for such work, for the development of the City' s facilities which, jointly, constitute the Project, and have been designated by the City for construction or rehabilitation.

Section 2. 2 Specific Project Work covered by this Agreement is defined and limited to:

2. 2. 1 All construction and major rehabilitation work pursuant to " prime multi -trade construction contracts" that exceed one million dollars ($ 1, 000, 000) and all subcontracts flowing from these prime multi -trade contracts; and

2. 2. 2 All prime " Specialty Contracts," as defined in Section 1. 10 that exceed one million dollars ($ 1, 000, 000) and all subcontracts flowing from these specialty contracts; and

2. 2. 3 The City may, at any time and at its sole discretion, determine to build additional buildings, facilities, and other projects under this Agreement which is not otherwise covered as Project Work.

2. 2.4 This Agreement is not intended to, and shall not apply to any work performed at any time prior to the effective date, or after the expiration or termination of this Agreement, except as otherwise provided herein. This Agreement shall in no way limit the City' s right to terminate, modify or rescind any construction contract and;`or any related subcontract or agreement. Should the City remove or terminate any contract or agreement for construction that does not fail within the scope of this Agreement and thereafter authorize that work be commenced on any contract for such construction, the contract for construction shall be performed under the terms of this Agreement.

Section 2. 3 Bundling of Contracts

2. 3. 1 The City, in its sole discretion, may seek to group ( or " bundle") for bidding, contracts not meeting the threshold of Section 2. 2 above. ( Small contracts for like types of work, scheduled to be undertaken at the same facility or on the same project site, and within the same timeframe, will be considered for such bundling, consistent with economies of scale, and the purposes of this Agreement); and
City of Palm Springs CWA
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2. 3. 2 Project Work will not be intentionally split, divided or otherwise separated for contract award purposes to avoid application of this Agreement.

Section 2. 4 Applicability This Agreement shalt not apply to any work of any Contractor other than that on Project Work specifically covered by this Agreement.

Section 2. 5 Exclusions Items specifically excluded from the scope of this Agreement includes the following:

2. 5. 1 Work of non -manual employees, including but not limited to: superintendents; teachers; supervisors ( except those covered by Master Labor Agreements above the level of general foreman); staff engineers; time keepers; mail carriers; clerks; office workers; messengers; guards; safety personnel; emergency medical and first aid technicians; and other professional, engineering, executive, administrative, supervisory and management employees;

2. 5. 2 Equipment and machinery owned or controlled and operated by the City;

2. 5. 3 All off -site manufacture and handling of materials, equipment or machinery; provided, however, that lay down or storage areas for equipment or material and manufacturing prefabrication) sites, dedicated solely to the Project, and the movement of materials or goods between such locations and a Project site are within the scope of this Agreement;

2. 5. 4 All work performed by City employees, the CWA Administrator, design teams including, but not limited to architects engineers and master planners), or any other consultants for the City (including, but not limited to, project managers and construction managers and their employees where not engaged in Project Work) and their sub -consultants, and other employees of professional service organizations, not performing manual labor within the scope of this Agreement; provided, however, that it is understood and agreed that Building/ Construction Inspector and Field Soils and Materials Testers ( Inspectors) are a covered craft under the Agreement. This inclusion applies to the scope of work defined in the State of California Wage Determination for said Craft. This shall also specifically include such work where it is referred to by utilization of such terms as " quality control" or " quality assurance." Every Inspector performing under the wage classification of Building/ Construction Inspector and Field Soils and Material Testers under a professional services agreement or a construction contract shall be bound to all applicable requirements of the Community Workforce Agreement ( CWA). Covered Work as defined by this Agreement shall be performed pursuant to the terms and conditions of this Agreement regardless of the manner in which the work was awarded;

2. 5. 5 Any work performed near, or leading to a site of work covered by this Agreement and undertaken by state, county or other governmental bodies, or their Contractors; or by public utilities, or their Contractors; and/ or by adjacent third party landowners; andior by the City or its Contractors ( for work which is not within the scope of this Agreement);

2. 5. 6 Off -site maintenance of leased equipment and on -site supervision of such work; City of Palm Springs CWA
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2. 5. 7 Work by employees of a manufacturer or vendor supervising the work of Craft employees under this Agreement, necessary to maintain such manufacturers or vendor' s warranties or guaranty;

2. 5. 8 Non -construction support services contracted by the City, City consultants, the CWA Administrator, or Contractor in connection with a Project;

2. 5. 9 Laboratory work for testing.

2. 5. 10 Covera
Exception This Agreement shall not apply if the City receives funding or assistance from any Federal, State, local or other public entity for the Construction Contract if a requirement, condition or other term of receiving that funding or assistance, at the time of the awarding of the contract, is that the City not require bidders, contractors, or other persons or entities to enter into an agreement with one or more labor organi7.ations. The City agrees that it will make reasonable efforts to establish the enforcement of this Agreement with any governmental agency or granting authority.

Section 2. 6 Awarding of Contracts for Project Work

2.6. 1 The City and/ or the Contractors, as appropriate, have the absolute right to award contracts or subcontracts on Project Work to any Contractor notwithstanding the existence or non- existence of any agreements between such Contractor and any Union parties, provided only that such Contractor is ready, willing, and able to execute and comply with this Agreement should such Contractor be awarded work covered by this Agreement.

2. 6. 2 It is agreed that all Contractors of whatever tier, who have been awarded Project Work contracts, shall be required to accept and be bound to the terms and conditions of this Agreement, and shall evidence their acceptance by the execution of the Letter of Assent set forth in " Attachment A" hereto, prior to the commencement of any Project Work. At the time that any Contractor enters into a subcontract with any subcontractor of any tier providing for the performance of the construction contract, the Contractor shall provide a copy of this Agreement to said subcontractor and shall require the subcontractor, as a part of accepting the award of a construction subcontract, to agree in writing in the form of a Letter of Assent to be bound by each and every provision of this Agreement prior to the commencement of work on the Project.

No Contractor or subcontractor shall commence Project Work without having first provided a copy of the Letter of Assent as executed by it to the CWA Administrator and to the Trades Council before the commencement of Project Work.

2. 6. 3 Under all circumstances, the City shall retain the absolute right to select the lowest responsive and responsible bidder for the award of contracts on all projects.

Section 2. 7 Master Labor Agreements

2. 7. 1 The provisions of this Agreement, including the Master Labor Agreements as such may be changed from time -to -time and which also are incorporated herein by reference, City of Palm Springs CWA
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shall apply to Project Work. This Agreement is not intended to supersede such Master Labor Agreements between any of the Employers performing construction work on the Project and a Union signatory thereto except to the extent the provisions of this Agreement are inconsistent with such Master Labor Agreements, in which event the provisions of this Agreement shall apply. However, such does not apply to work performed under the National Cooling Tower Agreement, the National Stack Agreement, the National Transit Division Agreement ( NTD), work within the jurisdiction of the International Union of Elevator Constructors, and all instrument calibration and loop checking work performed under the terms of the UA.'IBEW Joint National Agreement for Instrument and Control Systems Technicians except that Article 9 dealing with Strikes, Work Stoppages and Lock -Outs, Work Assignments and Jurisdictional Disputes, and Settlement of Grievances and Disputes shall apply to such work. Where a subject is covered by the provisions of a Master Labor Agreement and not in conflict with the provisions of this Agreement, the provisions of the Master Labor Agreement shall apply. It is specifically agreed that no later agreement shall be deemed to have precedence over this Agreement unless signed by all parties signatory hereto who are then currently employed or represented at the Project. Any dispute as to the applicable source between this Agreement and any Master Labor Agreements for determining the wages, hours of working conditions of employees on this Project shall be resolved under the procedures established in Article 10.

2. 7. 2 It is understood that this Agreement, together with the referenced Master Labor Agreements, constitutes a self-contained, stand- alone agreement and by virtue of having become bound to this Agreement, the Contractor will not be obligated to sign any other local, area or national collective bargaining agreement as a condition of performing work within the scope of this Agreement ( provided, however, that the Contractor may be required to sign a uniformly applied, non- discriminatory Subscription Agreement at the request of the trustees or administrator of a trust fund established pursuant to Section 302 of the Labor Management Relations Act, and to which such Contractor is bound to make contributions under this Agreement, provided that such Subscription Agreement does not purport to bind the Contractor beyond the terms and conditions of this Agreement and:'or expand its obligation to make contributions pursuant thereto). It shall be the responsibility of the prime Contractor to have each of its subcontractors sign the appropriate Subscription Agreement, with the appropriate Craft Union prior to the subcontractor beginning work on Project Work.

Section 2. 8 Binding Signatories Only This Agreement shall only be binding on the signatory Parties hereto, and shall not apply to the parents, affiliates, subsidiaries, or other ventures of any such Party not performing Project Work.

Section 2. 9 Other City Work Nothing contained herein shall be interpreted to prohibit, restrict, or interfere with the performance of any other operation, work or function not covered by this Agreement, which may be performed by City employees or contracted for by the City for its own account, on its property or in and around a Project site.

Section 2. 10 Separate Liabilitx It is understood that the liability of the Contractor(s) and the liability of the separate Unions under this Agreement shall be several and not joint. The Unions agree that this Agreement does not have the effect of creating any joint employment status between or among the City or CWA Administrator andior any Contractor. 8 City of Palm Springs CWA
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Section 2. 1 I Completed Project Work As areas of Project Work are accepted by the City, this Agreement shall have no further force or effect on such items or areas except where the Contractor is directed by the City or its representatives to engage in repairs, modification, checkout and/ or warranties functions required by its contract( s) with the City under the original contract.

ARTICLE 3

UNION RECOGNITION AND EMPLOYMENT
Section 3. 1 Recognition The Contractor recognizes the Trades Council and the Unions as the sole and exclusive bargaining representative for the employees engaged in Project Work.

Contractors further recognize that the Unions shall be the primary source of all craft labor employed on the Projects. In the event that a Contractor has its own core workforce, said Contractor shall follow the procedures outlined below.

Section 3. 2 Contractor Selection of Employees The Contractor shall have the right to determine the competency of all employees, the number of employees required, the duties of such employees within their craft jurisdiction, and shall have the sole responsibility for selecting employees to be laid off, consistent with Section 3. 3 and Section 4. 3, below. The Contractor shall also have the right to reject any applicant referred by a Union for any reason, subject to any reporting pay required by Section 6. 6; provided, however, that such right is exercised in good faith and not for the purpose of avoiding the Contractor' s commitment to employ qualified workers through the procedures endorsed in this Agreement.

Section 3. 3 Referral Procedures

3. 3. 1 For signatory Unions now having a job referral system contained in a Master Labor Agreement, the Contractor agrees to comply with such system and it shall be used exclusively by such Contractor, except as modified by this Agreement. Such job referral system will be operated in a nondiscriminatory manner and in full compliance with federal, state, and local laws and regulations which require equal employment opportunities and nondiscrimination. All of the foregoing hiring procedures, including related practices affecting apprenticeship, shall be operated so as to consider the goals ofthe City to encourage employment of City residents and utilization of small local businesses on the Project, and to facilitate the ability of all Contractors to meet their employment needs.

3. 3. 2 The local Unions will exert their best efforts to recruit and refer sufficient numbers of skilled craft workers to fulfill the labor requirements of the Contractor, including specific employment obligations to which the Contractor may be legally and/ or contractually obligated; and to refer apprentices as requested to develop a larger, skilled workforce. The Unions will work with their affiliated regional and national unions, and jointly with the CWA Administrator and others designated by the City, to identify and refer competent craft persons as needed for Project Work, and to identify and hire individuals, particularly residents of the City, for entrance into joint labor/ management apprenticeship programs, or to participate in other identified programs and procedures to assist individuals in qualifying and becoming eligible for 9 City of Palm Springs CWA
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such apprenticeship programs, all maintained to increase the available supply of skilled craft personnel for Project Work and future construction of maintenance work to be undertaken by the City.

3. 3. 3 The Union shall not knowingly refer an employee currently employed by a Contractor on a covered Project to any other Contractor.

Section 3. 4 Non -Discrimination in Referral Employment, and ContraqtLng The Unions and Contractors agree that they will not discriminate against any employee or applicant for employment in hiring and dispatching on the basis of race, color, religion, sex, gender, national origin, age, membership in a labor organization, sexual orientation, political affiliation, marital status, disability or other protected class under Title 7, Section 7. 09. 040 of the Municipal Code of the City of Palm Springs. Further, it is recognized that the City has certain policies, programs, and goals for the utilization of local small business enterprises. The Parties shall jointly endeavor to assure that these commitments are fully met, and that any provisions of this Agreement which may appear to interfere with local small business enterprises successfully bidding for work within the scope of this Agreement shall be carefully reviewed, and adjustments made as may be appropriate and agreed upon among the Parties, to ensure full compliance with the spirit and letter of the City' s policies and commitment to its goals for the significant utilization of local small businesses as direct Contractors or suppliers for Project Work.

Section 3. 5 Emgloyment_ of City Residents

3. 5. 1 The Unions and Contractors agree that, to the extent allowed by law, and as long as they possess the requisite skills and qualifications, the Unions will exert their best efforts to refer and/ or recruit sufficient numbers of skilled craft " Local Residents" as defined herein, to fulfill the requirements of the Employers. In recognition of the fact that the City and the communities surrounding Project Work will be impacted by the construction of the Project Work, the parties agree to support the hiring of workers from the residents of these surrounding areas for Project Work. Towards that end, the Unions shall exert their best efforts to encourage and provide referrals and utilization of qualified workers residing in those U. S. Postal Service zip codes which overlap all of the City of Palm Springs, as set forth in " Attachment B" attached hereto, with Tier IA ( Palm Springs residents) who will always be the first contacted for work under this CWA. If the Unions cannot provide the Contractors in the attainment of a sufficient number of Local Residents from within the first tier zip codes, the Unions shall exert their best efforts to then recruit and identify for referral Local Residents residing within Riverside County.

3. 5. 2 A goal of 30% of the total work hours shall be performed from workers residing within the areas described in Section 3. 5. 1. Per Article 3. 6, referral of local residents shall be facilitated through the requirement to utilize the " Craft Employee Request Form" ( Attachment C). Accountability and monitoring requirements shall be discussed and addressed as set forth in Article 17. 2.

3. 5. 3 The Unions agree to support the operation of pre -apprentice referral programs in the City. Further, the Unions agree to place on their referral roles or in their apprentice training programs, as appropriate and needed, qualified persons sent to them by designated City 10 City of Palm Springs CWA
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organizations or other organizations working with the City to increase construction industry work opportunities for City residents.

3. 5. 4 The Parties to this CBA support the development of increased numbers of skilled Construction Workers from among residents of the City of Palm Springs. Towards that end, the Parties agree to cooperatively seek to establish work opportunities for local residents and address Training and Employment needs in the Community. The goal is for the Career placement of disadvantaged and at -risk youth, Low Income and Under/ unemployed residents, Women, Minorities, LGTBQ+ members of the community, and Veterans. The Unions commit to:
a) Coordinate and participate in City based Career and Apprenticeship fairs and Events, including events such as Village Fest, the annual Pride festival, and the ONEPS Picnic.

Without limiting the nature of the foregoing, the Unions commit to hold at least one ( 1) annual career fair in the City of Palm Springs, to provide an opportunity for Palm Springs residents to learn about careers in the building trades;
b) Provide Industry Speakers for City Programs and Outreach Events; c) Support Local Events and Programs designed to recruit and develop adequate numbers of competent workers in the Construction Industry; d) Work cooperatively with the City and Community groups to provide pre - apprenticeship training utilizing Building Trades and Union Apprenticeship readiness Programs. e) The Trades Council and Unions shall seek partnerships with the Riverside County Workforce Development Board, Palm Springs Unified School District, Desert Community College District, and non- profit community groups to provide construction career opportunity awareness and outreach throughout the City and greater Coachella Valley. These partnerships will include Apprenticeship Readiness Programs, Career awareness through Job Fairs, and Pre - Apprenticeship Training. Outreach shall include a focus on demographic groups that have been traditionally underrepresented in the Construction Industry, including, but not limited to, Women, Minorities, economically disadvantaged, LGBTQ+, and formerly incarcerated individuals.

Section 3. 6 Requirements on Contractors to facilitate the dispatch of Local Residents, all Contractors will be required to utilize the Craft Employee Request Form whenever they are requesting the referral of any employee from a Union referral list for any Covered Project, a sample of which is attached as " Attachment C." When Local Residents are requested by the Employers, the Unions will refer such workers regardless of their place in the Unions' hiring halls' list and normal referral procedures.

Section 3. 7 Helmets to Hardhats
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3. 7. 1 The Contractors and the Unions recognize a desire to facilitate the entry into the building and construction trades of Veterans who are interested in careers in the building and construction industry. The Contractors and Unions agree to utilize the services of non- profit Veterans support organizations, including but not limited to, the Center for Military Recruitment, Assessment and Veterans Employment ( hereinafter " Center") and the Center' s " Helmets to Hardhats" program to serve as a resource for preliminary orientation, assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the Parties. For purposes of this Agreement the term " Eligible Veteran" shall have the same meaning as the term " veteran" as defined under Title 5, Section 2108( 1) of the United States Code as the same may be amended or re -codified from time to time. It shall be the responsibility of each qualified applicant to provide the Unions with proof of his/ her status as an Eligible Veteran.

3. 7. 2 The Unions and Contractors agree to coordinate with non- profit Veteran organizations, including, the Center to create and maintain an integrated database of veterans interested in working on this Project Work and of apprenticeship and employment opportunities for working on Project Work. To the extent permitted by law, the Unions will give credit to such Veterans for bona fide, provable past experience.

Section 3. 8 Core Employees

3. 8. 1 Contractors not currently signatory to a Master Labor Agreement may employ, as needed, first, a member of his core workforce, then an employee through a referral from the appropriate Union hiring hall, then a second core employee, then a second employee through the referral system, and so on until a maximum of five ( 5) core employees are employed, thereafter, all additional employees in the affected trade or craft shall be requisitioned from the craft hiring hall in accordance with Section 3. 3. In the laying off of employees, the number of core employees shall not exceed one- half plus one of the workforce for an employer with 10 or fewer employees, assuming the remaining employees are qualified to undertake the work available. As part of this process, and in order to facilitate the contract administration procedures, as well as appropriate fringe benefit fund coverage, all Contractors shall require their core employees and any other persons employed other than through the referral process, to register with the appropriate Union hiring hall, if any, prior to their first day of employment at a project site.

3. 8. 2 The core work force is comprised of those employees whose names appeared on the Contractor' s active payroll for sixty (60) of the one hundred ( 100) working days immediately before award of Project Work to the Contractor; who possess any license required by state or federal law for the Project Work to be performed; who have the ability to safely perform the basic functions of the applicable trade and who have been residing within Riverside County for the one hundred ( 100) working days immediately prior to the award of Project Work to the Contractor.

3. 8. 3 Prior to each Contractor performing any work on the Project, each Contractor shall provide a list of his core employees to the CWA Administrator and the Trades Council.

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any Party to this Agreement, the Contractor hiring any core employee shall provide satisfactory proof ( i. e., payroll records, quarterly tax records, driver' s license, voter registration, postal address and such governmental documentation) evidencing the core employee' s qualification as a core employee to the CWA Administrator and the Trades Council.

Section 3. 9 Time for Referral If any Union' s registration and referral system does not fulfill the requirements for specific classifications requested by any Contractor within forty- eight 48) hours ( excluding Saturdays, Sundays and holidays), that Contractor may use employment sources other than the Union registration and referral services, and may employ applicants meeting such classification from any other available source. The Contractors shall inform the Union of any applicants hired from other sources and such applicants shall register with the appropriate hiring hall, if any, before commencing work.

Section 3. 10 Lack of Referral Procedure If a signatory Union does not have a job referral system as set forth in Section 3. 3 above, the Contractors shall give the Union equal opportunity to refer applicants. Contractors shall notify the Union of employees so hired, as set forth in Section 3. 5.

Section 3. 11 Union Security Employees are not required to become or remain union members or pay dues or fees as a condition of performing Covered Work under this Agreement.

Employers shall make and transmit all deductions for union dues, fees, and assessments that have been authorized by employees in writing in accordance with the applicable Master Agreement.

Nothing in this Section 3. 11 is intended to supersede the requirements of applicable Master Agreements as to those Employers otherwise signatory to such Master Agreements and as to the employees of those Employers who are performing Covered Work.

Section 3. 12 Individual Seniority Except as provided in Section 4. 3, individual seniority shall not be recognized or applied to employees working on Project Work; provided, however, that group and/ or classification seniority in a Union' s Master Labor Agreement as of the effective date of this Agreement shall be recognized for purposes of layoffs.

Section 3. 13 Foremen The selection and number of craft foreman andlor general foreman shall be the responsibility of the Contractor. All foremen shall take orders exclusively from the designated Contractor representatives. Craft foreman shall be designated as working foreman at the request of the Contractors.

Section 3. 14 Out of State Workers In determining compliance with the targeted hiring goals of Section 3. 5 above, hours of Project Work performed by residents of states other than California will be excluded from the calculation.

ARTICLE 4

UNION ACCESS AND STEWARDS
Section 4. 1 Access to Project Sites Authorized representatives of the Union shall have access to Project Work, provided that they do not interfere with the work of employees and 13 City of Palm Springs CWA
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further provided that such representatives shall notify the person charged with on -site project supervision and fully comply with posted visitor, security and safety rules.

Section 4. 2 Stewards

4. 2. 1 Each signatory Union shall have the right to dispatch a working journeyperson as a steward for each shift, and shall notify the Contractor in writing of the identity of the designated steward or stewards prior to the assumption O[ such person' s duties as steward. Such designated steward or stewards shall not exercise any supervisory functions. There will be no non -working stewards. Stewards will receive the regular rate of pay for their respective crafts.

4. 2. 2 In addition to his/ her work as an employee, the steward should have the right to receive, but not to solicit, complaints or grievances and to discuss and assist in the adjustment of the same with the employee' s appropriate supervisor. Each steward should be concerned only with the employees of the steward' s Contractor and, if applicable, subcontractor( s), and not with the employees of any other Contractor. A Contractor will not discriminate against the steward in the proper performance of his:'her Union duties.

4.2. 3 When a Contractor has multiple, non- contiguous work locations at one site, the Contractor may request and the Union shall appoint such additional working stewards as the Contractor requests to provide independent coverage of one or more such locations. In such cases, a steward may not service more than one work location without the approval of the Contractor.

4. 2.4 The stewards shall not have the right to determine when overtime shall be worked or who shall work overtime.

Section 4. 3 Steward Layoff/Discharge Contractor agrees to notify the appropriate Union twenty- four ( 24) hours before the layoff of a steward, except in the case of disciplinary discharge for just cause. If the steward is protected against such layoff by the provisions of the applicable Master Labor Agreement, such provisions shall be recognized when the steward possesses the necessary qualifications to perform the remaining work. In any case in which the steward is discharged or disciplined for just cause, the appropriate Union will be notified immediately by the Contractor, and such discharge or discipline shall not become final ( subject to any later filed grievance) until twenty- four ( 24) hours after such notice has been given.

Section 4. 4 Employees on Non -Project Work On work where the personnel of the City may be working in close proximity to the construction activities covered by this Agreement, the Union agrees that the Union representatives, stewards, and individual workers will not interfere with the City personnel, or with personnel employed by the any other employer not a Party to this Agreement.

ARTICLE 5

WAGES AND BENEFITS
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Section 5. 1 Wages All employees covered by this Agreement shall be classified in accordance with work performed and paid by the Contractors the hourly wage rates for those classifications in compliance with the applicable prevailing wage rate determination established pursuant to applicable law. If a prevailing rate increases under law, the Contractor shall pay that rate as of its effective date under the law. This Agreement does not relieve Contractors directly signatory to a Master Labor Agreement with one of the Unions signing this Agreement from paying all of the wages set forth in such Agreements.

Section 5. 2 Benefits

5. 2. 1 Contractors shall pay contributions to the established employee benefit funds in the amounts designated in the appropriate Master Labor Agreement and make all ernployee— authorized deductions in the amounts designated in the appropriate Master Labor Agreement; however, such contributions shall not exceed the contribution amounts set forth in the applicable prevailing wage determination. This Agreement does not relieve Contractors directly signatory to one or more of the Master Labor Agreements from making all contributions set forth in those Master Labor Agreements without reference to the foregoing.

5. 2. 2 The Contractor adopts and agrees to be bound by the written terms of the applicable, legally established, trust agreement( s) specifying the detailed basis on which payments are to be made into, and benefits paid out of, such trust funds for its employees. The Contractor authorizes the Parties to such trust funds to appoint trustees and successor trustees to administer the trust funds and hereby ratifies and accepts the trustees so appointed as if made by the Contractor.

5. 2. 3 Each Contractor and subcontractor is required to certify to the CWA Administrator that it has paid all benefit contributions due and owing to the appropriate Trust( s) prior to the receipt of its final payment and/ or retention. Further, upon timely notification by a Union to the CWA Administrator, the CWA Administrator shall work with any prime Contractor or subcontractor who is delinquent in payments to assure that proper benefit contributions are made, to the extent of requesting the City or the prime Contractor to withhold payments otherwise due such Contractor, until such contributions have been made or otherwise guaranteed.

Section 5. 3 Wage Premiums Wage premiums, including but not limited to pay based on height of work, hazard pay, scaffold pay and special skills shall not be applicable to work under this Agreement, except to the extent provided for in any applicable prevailing wage determination.

ARTICLE 6

HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS
Section 6. 1 Hours of Work Eight ( 8) hours per day between the hours of 6: 00 a. m. and 5: 30 p. m., plus one- half ('/ z) hour unpaid lunch approximately mid -way through the shift, shall constitute the standard work day. Forty ( 40) hours per week shall constitute a regular week' s work. The work week will start on Sunday and conclude on Saturday. The foregoing provisions of this Article are applicable unless otherwise provided in the applicable prevailing wage 15 City of Palm Springs CWA
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determination, or unless changes are permitted by law and such are agreed upon by the Parties.

Nothing herein shall be construed as guaranteeing any employee eight ( 8) hours per day or forty 40) hours per week, or a Monday through Friday standard work schedule.

Section 6. 2 Place of Work Employees shall be at their place of work ( as designated by the Contractor), at the starting time and shall remain at their place of work, performing their assigned functions, until quitting time. The place of work is defined as the gang or tool box or equipment at the employee' s assigned work location or the place where the foreman gives instructions. The Parties reaffirm their policy of a fair day' s work for a fair day' s wage. Except as provided in Section 6.6, there shall be no pay for time not worked unless the employee is otherwise engaged at the direction of the Contractor.

Section 6. 3 Overtime Overtime shall be paid in accordance with the requirements of the applicable prevailing wage determination. There shall be no restriction on the Contractor' s scheduling of overtime or the nondiscriminatory designation of employees who will work overtime. There shall be no pyramiding of overtime ( payment of more than one form of overtime compensation for the same hour) under any circumstances.

Section 6. 4 Shifts and Alternate Work Schedules

6. 4. 1 Alternate starting and quitting time and/ or shift work may be performed at the option of the Contractor upon three ( 3) days' prior notice to the affected Union( s), unless a shorter notice period is provided for in the applicable Master Labor Agreement If two shifts are worked, each shall consist of eight ( 8) hours of continuous work exclusive of a one- half (` z) hour non -paid lunch period, for eight ( 8) hours pay. The last shift shall start on or before 6: 00 p. m.

The first shift starting at or after 6: 00 a. m. is designated as the first shift, with the second shift following.

6. 4. 2 Contractors, the Trades Council and the Union recognize the economic impact upon the City and City residents of the Project being undertaken by the City and agree that all Parties to this Agreement desire and intend Project Work to be undertaken in a cost efficient and effective manner to the highest standard of quality and craftsmanship. Recognizing the economic conditions, the Parties agree that, except to the extent permitted by law, employees performing Project Work shall not be entitled to any differentials or additional pay based upon the shift or work schedule of the employees. Instead, all employees working on Project Work shall be paid at the same base rate regardless of shift or work schedule worked.

6.4. 3 Because of operational necessities, the second shift may, at the City' s direction, be scheduled without the preceding shift having been worked. It is recognized that the City' s operations and/ or mitigation obligations may require restructuring of normal work schedules.

Except in an emergency or when specified in the City' s bid specification, the Contractor shall give affected Union( s) at least three ( 3) days' notice of such schedule changes.

Section 6. 5 Holidays Recognized holidays for Project Work shall be those set forth and governed by the prevailing wage determination( s) applicable to such Project Work. 16 City of Palm Springs CWA
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Section 6. 6 Show -up Pay

6. 6. 1 Except as otherwise required by State law, Employees reporting for work and for whom no work is provided, except when given prior notification not to report to work, shall receive two ( 2) hours pay at the regular straight time hourly rate. Employees who are directed to start work shall receive four ( 4) hours of pay at the regular straight time hourly rate. Employees who work beyond four ( 4) hours shall be paid for actual hours worked. Whenever reporting pay is provided for employees, they will be required to remain at the Project Site and available for work for such time as they receive pay, unless released earlier by the principal supervisor of the Contractor( s) or his/ her designated representative. Each employee shall furnish his..'her Contractor with his/ her current address and telephone number, and shall promptly report any changes to the Contractor.

6. 6. 2 An employee called out to work outside of his: -her shift shall receive a minimum of two ( 2) hours pay at the appropriate rate. This does not apply to time worked as an extension of (before or after) the employee' s normal shift.

6. 6. 3 When an employee leaves the job or work location of his/ her own volition, or is discharged for cause or is not working as a result of the Contractor' s invocation of Section 12. 3, the employee shall only be paid for actual time worked.

Section 6. 7 Meal Periods The Contractor will schedule a meal period of no more than onehalf hour duration at the work location at approximately mid -point of the schedule shift; provided, however, that the Contractor may, for efficiency of the operation, establish a schedule which coordinates the meal periods of two or more crafts. An employee may be required to work through his meal period because of an emergency or a threat to life or property, or for such other reasons as are in the applicable Master Labor Agreement, and if he is so required, he shall be compensated in the manner established in the applicable Master Labor Agreement.

Section 6. 8 Make- up Days To the extent permitted by the applicable Master Labor Agreement ( MLA) determination, when an employee has been prevented from working for reasons beyond the control of the employer, including, but not limited to inclement weather or other natural causes, during the regularly scheduled work week, a make- up day may be worked on a non -regularly scheduled work day for which an employee shall receive eight ( 8) hours pay at the straight time rate of pay or any premium rate required for such hours under the state prevailing wage law.

ARTICLE 7

WORK STOPPAGES AND LOCK -OUTS
Section 7. 1 No Work Stoppages or Disruptive Activity The Trades Council and the Unions signatory hereto agree that neither they, and each of them, nor their respective officers or agents or representatives, shall incite or encourage, condone or participate in any strike, walk -out, slowdown, picketing, observing picket lines or other activity of any nature or kind whatsoever, for any cause or dispute whatsoever with respect to or in any way related to Project Work, or which interferes with or otherwise disrupts, Project Work, or with respect to or related to the City or 17 City of Palm Springs CWA
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Contractors, including, but not limited to, economic strikes, unfair labor practice strikes, safety strikes, sympathy strikes and jurisdictional strikes whether or not the underlying dispute is arbitrable. Any such actions by the Trades Council, or Unions, or their members, agents, representatives or the employees they represent shall constitute a violation of this Agreement.

The Trades Council and the Union shall take all steps necessary to obtain compliance with this Article and neither should be held liable for conduct for which it is not responsible.

Section 7. 2 Employee Violations The Contractor may discharge any employee violating Section 7. 1 above and any such employee will not be eligible for rehire under this Agreement.

Section 7. 3 Standing to Enforce The City, the CWA Administrator, or any Contractor affected by an alleged violation of Section 7. 1 shall have standing and the right to enforce the obligations established therein.

Section 7. 4 Expiration of Master Labor Agreement If the Master Labor Agreement, or any local, regional, and other applicable collective bargaining agreements expire during the term of the Project, the Union( s) agree that there shall be no work disruption of any kind as described in Section 7. 1 above as a result of the expiration of any such agreement( s) having application on this Project and/ or failure of the involved Parties to that agreement to reach a new contract.

Terms and conditions of employment established and set at the time of bid shall remain established and set. Otherwise to the extent that such agreement does expire and the Parties to that agreement have failed to reach concurrence on a new contract, work will continue on the Project on one of the following two ( 2) options, both of which will be offered by the Unions involved to the Contractors affected:

7. 4. 1 Each of the Unions with a contract expiring must offer to continue working on the Project under interim agreements that retain all the terms of the expiring contract, except that the Unions involved in such expiring contract may each propose wage rates and employer contribution rates to employee benefit funds under the prior contract different from what those wage rates and employer contributions rates were under the expiring contracts. The terms of the Union' s interim agreement offered to Contractors will be no less favorable than the terms offered by the Union to any other employer or group of employers covering the same type of construction work in Riverside County.

7.4. 2 Each of the Unions with a contract expiring must offer to continue working on the Project under all the terms of the expiring contract, including the wage rates and employer contribution rates to the employee benefit funds, if the Contractor affected by that expiring contract agrees to the following retroactive provisions: if a new Master Labor Agreement, local, regional or other applicable labor agreement for the industry having application at the Project is ratified and signed during the term of this Agreement and if such new labor agreement provides for retroactive wage increases, then each affected Contractor shall pay to its employees who performed work covered by this Agreement at the Project during the hiatus between the effective dates of such expired and new labor agreements, an amount equal to any such retroactive wage increase established by such new labor agreement, retroactive to whatever date is provided by the new labor agreement for such increase to go into effect, for each employee' s hours worked 18 City of Palm Springs CWA
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on the Project during the retroactive period. All Parties agree that such affected Contractors shall be solely responsible for any retroactive payment to its employees.

7. 4. 3 Some Contractors may elect to continue to work on the Project under the terms of the interim agreement option offered under paragraph 7. 4. 1 and other Contractors may elect to continue to work on the Project under the retroactivity option offered under paragraph 7. 4. 2. To decide between the two options, Contractors will be given one week after the particular labor agreement has expired or one week after the Union has personally delivered to the Contractors in writing its specific offer of terms of the interim agreement pursuant to paragraph 7. 4. 1, whichever is the later date. If the Contractor fails to timely select one of the two options, the Contractor shall be deemed to have selected the provisions of 7. 4. 2.

Section 7. 5 No Lockouts Contractors shall not cause, incite, encourage, condone or participate in any lock -out of employees with respect to Project Work during the term of this Agreement. The term " lock -out" refers only to a Contractor' s exclusion of employees in order to secure collective bargaining advantage, and does not refer to the discharge, termination or layoff of employees by the Contractor for any reason in the exercise of rights pursuant to any provision of this Agreement, or any other agreement, nor does " lock -out" include the City' s decision to stop, suspend or discontinue any Project Work or any portion thereof for any reason.

Section 7. 6 Best Efforts to End Violations

7. 6. 1 If a Contractor contends that there is any violation of this Article or Section 8. 3, it shall notify, in writing, the Executive Secretary of the Trades Council, the Senior Executive of the involved Union( s) and the CWA Administrator. The Executive Secretary and the leadership of the involved Union( s) will immediately instruct, order and use their best efforts to cause the cessation of any violation of the relevant Article.

7. 6. 2
If the Union contends that any Contractor has violated this Article, it will notify that the Contractor and the CWA Administrator, setting forth the facts which the Union contends violate the Agreement, at least twenty- four ( 24) hours prior to invoking the procedures of Section 7. 8. The CWA Administrator shall promptly order the involved Contractor( s) to cease any violation of the Article.

Section 7. 7 Withholding of services for failure to pay wages and fringe benefits

7. 7. 1 Notwithstanding any provision of this Agreement to the contrary, it shall not be a violation of this Agreement for any Union to withhold the services of its members ( but not the right to picket) from a particular Contractor who.
a) Fails to timely pay its weekly payroll; or
b) Fails to make timely payments to the Union' s Joint Labor/ Management Trust Funds in accordance with the provisions of the applicable Master Labor Agreements. Prior to withholding its members' services for the Contractor' s failure to make timely payments to the Union' s Joint 19 City of Palm Springs CWA
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Labor/ Management Trust Funds, the Union shall give at least ten ( 10) days ( unless a lesser period of time is provided in the Union' s Master Labor Agreement, but in no event less than forty-eight (48) hours) written notice of such failure to pay by registered or certified mail, return receipt requested, and by facsimile transmission to the involved Contractor and to the City. Union will meet within the ten ( 10) day period to attempt to resolve the dispute.

7. 7. 2 Upon the payment of the delinquent Contractor of all monies due and then owing for wages and/ or fringe benefit contributions, the Union shall direct its members to return to work and the Contractor shall return all such members back to work.

Section 7. 8 Expedited Enforcement Procedure Any party, including the City, which the Parties agree is a Party to the Agreement for purposes of this Article and an intended beneficiary of this Article, or the CWA Administrator, may institute the following procedures, in lieu of or in addition to any other action at law or equity, when a breach of Section 7. 1 or 7. 5, above, or Section 8. 3 is alleged.

7. 8. 1 The Party invoking this procedure shall notify Fred Horowitz, or Louis Zigman, Subject to Confirmation] who have been selected by the negotiating Parties, and whom the Parties agree shall be the permanent arbitrators under this procedure. If the permanent arbitrators are unavailable at any time, any one of the permanent Arbitrators who is notified shall appoint his alternate to hear the matter. Expenses incurred in arbitration shall be borne equally by the Parties involved in the arbitration and the decision of the arbitrator shall be final and binding on the Parties, provided, however, that the arbitrator shall not have the authority to alter or amend or add to or delete from the provisions of this Agreement in any way. Notice to the arbitrator shall be by the most expeditious means available, with notices to the Parties alleged to be in violation, and to the Trades Council if it is a Union alleged to be in violation. For purposes of this Article, written notice may be given by telegram, facsimile, hand delivery or overnight mail and will be deemed effective upon receipt.

7. 8. 2 Upon receipt of said notice, the arbitrator named above or his. -her alternate shall sit and hold a hearing within twenty- four ( 24) hours if it is contended that the violation still exists, but not sooner than twenty- four ( 24) hours after notice has been dispatched to the Executive Secretary and the Senior Official(s) as required by Section 7.6, as above.

7. 8. 3 The arbitrator shall notify the Parties of the place and time chosen for this hearing. Said hearing shall be completed in one session, which, with appropriate recesses at the arbitrator' s discretion, shall not exceed 24 hours unless otherwise agreed upon by all Parties. A failure of any Party or Parties to attend said hearings shall not delay the hearing of evidence or the issuance of any award by the arbitrator.

7. 8. 4 The sole issue at the hearing shall be whether or not a violation of Sections 7. 1 or

7.5, above, or Section 8. 3 has in fact occurred. The arbitrator shall have no authority to consider any matter in justification, explanation or mitigation of such violation. The award shall be issued in writing within three ( 3) hours after the close of the hearing, and may be issued without an 20 City of Palm Springs CWA
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opinion. If any Party desires a written opinion, one shall be issued within fifteen ( 15) days, but its issuance shall not delay compliance with, or enforcement of, the Award. The arbitrator may order cessation of the violation of the Article and other appropriate relief, and such award shall be served on all Parties by hand or registered mail upon issuance.

7. 8. 5 Such award shall be final and binding on all Parties and may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to herein above in the following manner. Written notice of the filing of such enforcement proceedings shall be given to the other Party. In any judicial proceeding to obtain a temporary order enforcing the arbitrator' s award as issued under this Article, all Parties waive the right to a hearing and agree that such proceedings may be ex parte. Such agreement does not waive any Party' s right to participate in a hearing for a final order of enforcement. The court' s order or orders enforcing the arbitrator' s award shall be served on all Parties by hand or by delivery to their address as shown on this Agreement ( for a Union), as shown on their business contract for work under this Agreement ( for a Contractor) and to the representing Union ( for an employee), by certified mail by the Party or Parties first alleging the violation.

7. 8. 6 Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure or which interfere with compliance hereto are hereby waived by the Parties to whom they accrue.

7. 8. 7 The fees and expenses of the arbitrator shall be equally divided between the Party or Parties initiating this procedure and the respondent Party or Parties.

ARTICLE 8

WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES
Section 8. 1 Assignment of Work, The assignment of Project Work will be solely the responsibility of the Employer performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry ( the " Plan") or any successor Plan.

Section 8. 2 The Plan

8. 2. 1 All jurisdictional disputes on Project Work between or among the building and construction trades Unions and the Employers parties to this Agreement, shall be settled and adjusted according to the present Plan established by the Building and Construction Trades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department. Decisions rendered shall be final, binding and conclusive on the Employers and Unions parties to this Agreement.

8. 2. 2 If a dispute arising under this Article involves the Southwest Regional Council of Carpenters or any of its subordinate bodies, an Arbitrator shall be chosen by the procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel, Thomas Angelo, Robert Hirsch, and Thomas Pagan, [ Subject to Confirmation] and the Arbitrator' s 21 Clry of Palm Springs CWA
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hearing on the dispute shall be held at the offices of the Trades Council within 14 days of the selection ofthe Arbitrator. All other procedures shall be as specified in the Plan.

Section 8. 3 No Work Disruption Over Jurisdiction All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow -down of any nature, and the Employer' s assignment shall be adhered to until the dispute is resolved. Individuals violating this section shall be subject to immediate discharge.

Section 8. 4 Pre -Job Conferences As provided in Article 16, each Contractor will conduct a prejob conference with the appropriate affected Union( s) prior to commencing work. The Trades Council and the CWA Administrator shall be advised in advance of all such conferences and may participate ifthey wish.

Section 8. 5 Resolution of Jurisdictional Disputes If any actual or threatened strike, sympathy strike, work stoppage, slow down, picketing, hand -billing or otherwise advising the public that a labor dispute exists, or interference with the progress of Project Work by reason of a jurisdictional dispute or disputes occurs, the Parties shall exhaust the expedited procedures set forth in the Plan, if such procedures are in the plan then currently in effect, or otherwise as in Article 7 above.

ARTICLE 9

MANAGEMENT RIGHTS
Section 9. 1 Contractor and City Rights The Contractors and the City have the sole and exclusive right and authority to oversee and manage construction operations on Project Work without any limitations unless expressly limited or required by a specific provision of this Agreement or an MLA. In addition to the following and other rights of the Contractors enumerated in this Agreement, the Contractors expressly reserve their management rights and all the rights conferred upon them by law. The Contractor' s rights include, but are not limited to, the right to:
a) Plan, direct and control operations of all work in the manner required by, and in compliance with, the contract document, including but not limited to, plans, specifications, and scope of work under contract;
b) Hire, promote, transfer and layoff their own employees, respectively, as deemed appropriate to satisfy work and! or skill requirements; c) Promulgate and require all employees to observe reasonable job rules and security and safety regulations;
d) Discharge, suspend or discipline their own employees for just cause; e) Utilize, in accordance with City approval, any work methods, procedures or techniques, and select, use and install any types or kinds of materials, apparatus or 22 City of Palm Springs CWA
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equipment, regardless of source of manufacture or construction; assign and schedule work at their discretion; and
f) Assign overtime, determine when it will be worked and the number and identity of employees engaged in such work, subject to such provisions in the applicable Master Labor Agreement ( s) requiring such assignments be equalized or otherwise made in a nondiscriminatory manner.

Section 9. 2 Specific City Rights In addition to the following and other rights of the City enumerated in this Agreement, the City expressly reserves its management rights and all the rights conferred on it by law. T' he City' s rights ( and those of the Contract Administrator on its behalf) include but are not limited to the right to;
a) Inspect any construction site or facility to ensure that the Contractor follows the applicable safety and other work requirements, and to insure compliance with contract documents, including but not limited to, plans, specifications, and scope of work under contract;
b) Require Contractors to establish a different work week or shift schedule for particular employees as required to meet the operational needs of the Project Work at a particular location;
c) At its sole option, terminate, delay and::or suspend any and all portions of the covered work at any time; prohibit some or all work on certain days or during certain hours of the day to accommodate the ongoing operations of the City' s Facilities and/ or to mitigate the effect of ongoing Project Work on businesses and residents in the neighborhood of the Project site; and/ or require such other operational or schedule changes it deems necessary, in its sole judgment, to effectively maintain its primary mission and remain a good neighbor to those in the area of its facilities. ( In order to permit the Contractors and Unions to make appropriate scheduling plans, the City will provide the CWA Administrator, and the affected Contractor(s) and Union(s) with reasonable notice of any changes it requires pursuant to this section; provided, however, that if notice is not provided in time to advise employees not to report for work, show -up pay shall be due pursuant to the provision of Article 6, Section 6. 6);
d) Approve any work methods, procedures and techniques used by Contractors whether or not these methods, procedures or techniques are part of industry practices or customs; and
e) Investigate and process complaints, through the CWA Administrator, in the matter set forth in Articles 7 and 10.

Section 9. 3 Use of Materials There should be no limitations or restriction by Union upon a Contractor' s choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the State 23 City of Palm Springs CWA
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Public Contracts and Labor Codes as required by law. The onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

Section 9. 4 Special Equipment, Warranties and Guaranties

9. 4. 1 It is recognized that certain equipment of a highly technical and specialized nature may be installed at Project Work sites. The nature of the equipment, together with the requirements for manufacturer' s warranties, may dictate that it be prefabricated pre -piped and/ or pre -wired and that it be installed under the supervision and direction of the City' s and:`or manufacturer' s personnel. The Unions agree to install such equipment without incident to insure compliance with the specifications for the equipment being installed and to insure compliance with contract documents, including but not limited to, plans, specifications, and scope of work under contract.

9.4. 2 The Parties recognize that the Contractor will initiate from time to time the use of new technology, equipment, machinery, tools, and other labor -savings devices and methods of performing Project Work. The Union agrees that they will not restrict the implementation of such devices or work methods. The Unions will accept and will not refuse to handle, install or work with any standardized and/ or catalogue: parts, assemblies, accessories, prefabricated items, preassembled items, partially assembled items, or materials whatever their source of manufacture or construction.

9. 4. 3 If any disagreement between the Contractor and the Unions concerning the methods of implementation or installation of any equipment, or device or item, or method of work, arises, or whether a particular part or pre -assembled item is a standardized or catalog part or item, the work will precede as directed by the Contractor and the Parties shall immediately consult over the matter. If the disagreement is not resolved, the affected Union( s) shall have the right to proceed through the procedures set forth in Article 10.

Section 9. 5 No Less Favorable Treatment The parties agree that Project Work will not receive less favorable treatment than that on any other project which the Unions, Contractors and employees work.

ARTICLE 10

SETTLEMENT OF GRIEVANCES AND DISPUTES
Section 10. 1 Cooperation and Harmony on Site

10. 1. 1 This Agreement is intended to establish and foster continued close cooperation between management and labor. The Trades Council shall assign a representative to this Project for the purpose of assisting the local Unions, and working with the CWA Administrator, together with the Contractors, to complete the construction of the Project economically, efficiently, continuously and without any interruption, delays or work stoppages.

10. 1. 2 The CWA Administrator, the Contractors, Unions, and employees collectively and individually, realize the importance to all Parties of maintaining continuous and 24 City of Palm Springs CWA
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uninterrupted performance of the Project Work, and agree to resolve disputes in accordance with the grievance provisions set forth in this Article or, as appropriate, those of Article 7 or 8.

10. 1. 3 The CWA Administrator shall oversee the processing of grievances under this Article and Articles 7 and 8, including the scheduling and arrangements of facilities for meetings, selection of the arbitrator from the agreed -upon panel to hear the case, and any other administrative matters necessary to facilitate the timely resolution of any dispute; provided, however, it is the responsibility of the principal parties to any pending grievance to insure the time limits and deadlines are met.

Section 10. 2 Processing Grievances Any questions arising out of and during the term of this Agreement involving its interpretation and application, which includes applicable provisions of the Master Labor Agreement, but not jurisdictional disputes or alleged violations of Section 7. 1 and 7. 4 and similar provisions, shall be considered a grievance and subject to resolution under the following procedures.

A. Employee Grievances
Step 1. When any employee subject to the provisions of this Agreement feels aggrieved by an alleged violation of this Agreement, the employee shall, through his local Union business representative or, job steward, within ten 10) working days after the occurrence of the violation, give notice to the work site representative of the involved Contractor stating the provision( s) alleged to have been violated. A business representative of the local Union or the job steward and the work site representative of the involved Contractor shall meet and endeavor to resolve the matter within ten ( 10) working days after timely notice has been given. If they fail to resolve the matter within the prescribed period, the grieving party may, within ten 10) working days thereafter, pursue Step 2 of this grievance procedure provided the grievance is reduced to writing, setting forth the relevant information, including a short description thereof, the date on which the alleged violation occurred, and the provision( s) of the Agreement alleged to have been violated. Grievances and disputes settled at Step 1 shall be non- precedential except as to the parties directly involved.

B. Union/ Contractor Grievances
Should the Union( s) or any Contractor have a dispute with the other Party( ies) and, if after conferring within ten ( 10) working days after the disputing Party knew or should have known of the facts or occurrence giving rise to the dispute, a settlement is not reached within five ( 5) working days, the dispute shall be reduced to writing and processed to Step 2 in the same manner as outlined in Step 1 above for the adjustment of an employee complaint.

St. ep 2. The business manager of the involved Union or his designee, together with the site representative of the involved Contractor, and the labor relations 25 City of Palm Springs CWA
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representative of the CWA Administrator, shall meet within seven ( 7) working days of the referral of the dispute to this second step to arrive at a satisfactory settlement thereof. If the Parties fail to reach an agreement, the dispute may be appealed in writing in accordance with the provisions of Step 3 within seven ( 7) calendar days after the initial meeting at Step 2.

St.. ep 3. ( a) If the grievance shall have been submitted but not resolved under Step 2, either the Union of Contractor Party may request in writing to the CWA Administrator ( with copy( ies) to the other Party( ies) within seven 7) calendar days after the initial Step 2 meeting, that the grievance be submitted to an arbitrator selected from the agreed upon list in Attachment ( D)" attached hereto, on a rotational basis in the order listed.

The CWA Administrator shall notify the parties to the grievance of the date, time and location of the hearing. The failure of any party to attend said hearing shall not delay the hearing of evidence or the issuance of any decision by the arbitrator. The decision of the arbitrator shall be final and binding on all parties. Should any party seek confirmation of the award made by the arbitrator, the prevailing party shall be entitled to receive its reasonable attorney fees and costs.
b) Failure of the grieving Party to adhere to the time limits established herein shall render the grievance null and void. The time limits established herein may be extended only by consent of the Parties involved at the particular step where the extension is agreed upon. The arbitrator shall have the authority to make decisions only on issues presented and shall not have the authority to change, amend, add to or detract from any of the provisions of this Agreement.
c) The fees and expenses incurred by the arbitrator, as well as those jointly utilized by the Parties ( i. e. conference room, court reporter, etc.) in arbitration, shall be divided equally by the Parties to the arbitration, including Union( s) and Contractor( s) involved.

C. Union/ City Grievances
This provision shall be the sole and exclusive remedy for alleged violations of the Agreement between the City and the Unions. Should the Union or the City have a grievance for a violation of this Agreement against the other party, the Council and the City Manager, or his designee, shall meet in an attempt to resolve the grievance. If these parties are unable to resolve the matter, either party may request that the grievance be submitted to final and binding arbitration in accordance with the process set forth in Section 10. 2 Step 3, above. The City shall not be liable for monetary damages unless the Arbitrator, selected by the parties, finds a willful or knowing breach ofthis Agreement by the City.
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Section 10. 3 Limit on Use of Procedures The procedures contained in this Article shall not be applicable to any alleged violation of Articles 7 or 8, with a single exception that any employee discharged for violation of Section 7. 2, or Section 8. 3, may resort to the procedures of this Article to determine only if he/ she was, in fact, engaged in that violation.

Section 10. 4 Notice The CWA Administrator ( and the City, in the case of any grievance regarding the Scope of this Agreement), shall be notified by the involved Contractor of all actions at Steps 2 and 3, and further, the CWA Administrator shall, upon its own request, be permitted to participate fully as a party in all proceedings at such steps.

ARTICLE I I

REGULATORY COMPLIANCE
Section 11. 1 Compliance with All Laws The Trades Council and all Unions, Contractors, and their employees shall comply with all applicable federal and state laws, ordinances and regulations including, but not limited to, those relating to safety and health, employment and applications for employment. All employees shall comply with the safety regulations established by the City, the CWA Administrator or the Contractor. Employees must promptly report any injuries or accidents to a supervisor.

Section 11. 2 Prevailing Wage Compliance All Contractors shall comply with the state laws and regulations. Compliance with this obligation may be enforced by the appropriate parties through Article 10 above, or by pursing the remedies available under state law through the Labor Commissioner or the Department of Industrial Relations.

Section 11. 3 Violations of Law Should there be a finding by the City or a Court or administrative tribunal of competent jurisdiction that a Contractor has violated federal and/ or state law or regulation, the City, upon notice to the Contractor that it or its subcontractors is in such violation ( including any finding of non- compliance with the California prevailing wage obligations as enforced pursuant to DIR regulations), and in the absence of the Contractor or subcontractor remedying such violation, may take such action as it is permitted by law or contract to encourage that Contractor to come into compliance, including, but not limited to, assessing fines and penalties and/ or removing the offending Contractor from Project Work.

Additionally, in accordance with the Agreement between the City and the Contractor, the City may cause the Contractor to remove from Project work any subcontractor who is in violation of state or federal law.

ARTICLE 12

SAFETY AND PROTECTION OF PERSON AND PROPERTY
Section 12. 1 Safety

12. 1. 1 It shall be the responsibility of each Contractor to ensure safe working conditions and employee compliance with any safety rules contained herein or established by the City or the Contractor, whichever is most restrictive shall apply. It is understood that employees have an 27 City of Palm Springs CWA
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individual obligation to use diligent care to perform their work in a safe manner and to protect themselves and the property of the Contractor and the City.

12. 1. 2 Employees shall be bound by the safety, security and visitor rules established by the Contractor and/or the City. These rules will be published and posted. An employee' s failure to satisfy his/ her obligations under this section will subject him/ her to discipline, up to and including discharge.

12. 1. 3 The Parties shall adopt the Substance Abuse Policy attached hereto as Attachment " E," which shall be the policy and procedure utilized under this Agreement.

Section 12. 2 Suspension of Work for Safety A Contractor may suspend all or a portion of the job to protect the life and safety of employees. In such cases, employees will be compensated only for the actual time worked; provided, however, that where the Contractor requests employees to remain at the site and be available for work, the employees will be compensated for stand- by time at their basic hourly rate of pay.

Section 12. 3 Water and Sanitary Facilities The Contractor shall provide adequate supplies of drinking water and sanitary facilities for all employees as required by state law or regulation.

ARTICLE 13

TRAVEL AND SUBSISTENCE
Travel expenses, travel time, subsistence allowances, zone rates and parking reimbursements shall be paid in accordance with the applicable Master Labor Agreement unless superseded by the applicable prevailing wage determination.

ARTICLE 14

APPRENTICES
Section 14. 1 Importance of Training The Parties recognize the need to maintain continuing support of the programs designed to develop adequate numbers of competent workers in the construction industry, the obligation to capitalize on the availability of the local work force in the area served by the City, and the opportunities to provide continuing work under the construction program. To these ends, the Parties will facilitate, encourage, and assist local residents to commence and progress in LaborNanagement Apprenticeship and/ or training Programs in the construction industry leading to participation in such apprenticeship programs.

The City and the Trades Council, will work cooperatively to identify, or establish and maintain, effective programs and procedures for persons interested in entering the construction industry and which will help prepare them for the formal joint laborlmanagement apprenticeship programs maintained by the signatory Unions.

Section 14. 2 Use of Apprentices

14. 2. 1 Apprentices used on Projects under this Agreement shall be registered in Joint Labor Management Apprenticeship Programs approved by the State of California. Apprentices 28 City of Palm Springs CWA
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may comprise up to thirty percent ( 30%) of each craft' s work force ( calculated by hours worked) at any time, unless the standards of the applicable joint apprenticeship committee confirmed by the Division of Apprenticeship Standards (" DAS"), establish a lower or higher maximum percentage. Where the standards permit a higher percentage, such percentage shall apply on Project Work. Where the applicable standards establish a Iower percentage, the applicable Union will use its best efforts with the Joint Labor Management apprenticeship committee and, if necessary, the DAS to permit up to thirty percent ( 30%) apprentices on the Project.

14. 2. 2 The Unions agree to cooperate with the Contractor in furnishing apprentices as requested up to the maximum percentage. The apprentice ratio for each craft shall be ill compliance, at a minimum, with the applicable provisions of the Labor Code relating to utilization of apprentices. The City shall encourage such utilization, and, both as to apprentices and the overall supply of experienced workers, the CWA Administrator will work with the Trades Council to assure appropriate and maximum utilization of apprentices and the continuing availability of both apprentices and journey persons.

14. 2. 3 The Parties agree that apprentices will not be dispatched to Contractors working under this Agreement unless there is a journeymen working on the project where the apprentice is to be employed who is qualified to assist and oversee the apprentice' s progress through the program in which he is participating.

14. 2. 4 All apprentices shall work under the direct supervision of a journeyman from the trade in which the apprentice is indentured. A journeyman shall be defined as set forth in the California Code of Regulations, Title 8 [ apprenticeship] section 205, which defines a journeyman as a person who has either completed an accredited apprenticeship in his or her craft, or has completed the equivalent of an apprenticeship in length and content of work experience and all other requirements in the craft which has workers classified as journeyman in the apprenticeable occupation. Should a question arise as to a journeyman' s qualification under this subsection, the Contractor shall provide adequate proof evidencing the worker' s qualification as a journeyman to the Trades Council.

Section 14. 3 Identification and Retention of Skilled Labor and Employment of Local Residents The Project Work will require large numbers of craft personnel and other supporting employees.

It is therefore the understanding and intention of the Parties to use the opportunities provided by the extensive amount of work to be covered on these Projects to promote, through cooperative efforts, programs and procedures ( which may include, for example, programs to prepare persons for entrance into formal labor/ management apprenticeship and/ or training programs) to the community describing opportunities available as a result of the Project Work, for involvement of Local Residents in the construction industry, to assist them in entering the construction trades, and, through utilization of labor/ management apprenticeship and/ or training programs, to provide training opportunities for Local Residents and students and graduates of the City wishing to pursue a career in construction. Such cost for programs and training will be the responsibility of the Union and contractors. The City will work with the Unions, trade groups, and Contractors, in marketing such potential job and training opportunities to encourage application from residents of the City of Palm Springs. Further, with concurrence from the CWA Administrator, the Contractors and the
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Unions will work together to promptly develop and implement procedures for the identification of craft needs, the scheduling of work to facilitate the utilization of available craft employees, and the securing of services of craft employees in sufficient numbers to meet the demand of the Project Work to be undertaken. The City will work with the Contractors and Unions in promoting said opportunities to encourage application from residents of the City of Palm Springs.

ARTICLE 15

WORKING CONDITIONS
Section 15. 1 Meal and Rest Periods There will be no non -working times established during working hours except as may be required by applicable state law or regulations. Meal periods and Rest periods shall be as provided for in Wage Order 16. Individual coffee containers will be permitted at the employees' work location; however, there will be no organized coffee breaks.

Section 15. 2 Work Rules The City, the CWA Administrator, andlor relevant Contractor shall establish such reasonable work rules as they deem appropriate and not inconsistent with this Agreement. These rules will be posted at the work sites by the Contractor and may be amended thereafter as necessary. Failure to observe these rules and regulations by employees may be grounds for discipline up to and including discharge.

Section 15. 3 Emergency Use of Tools and Equipment There should be no restrictions on the emergency use of any tools by any qualified employee or supervisor, or on the use of any tools or equipment for the performance of work within the jurisdiction, provided the employee can safely use the tools and/or equipment involved and is compliance with applicable governmental rules and regulations.

Section 15. 4 Access Restrictions for Cars Recognizing the nature of the work being conducted on the site, employee access by a private automobile may be limited to certain roads and/ or parking areas.

ARTICLE 16

PRE -JOB CONFERENCES
Section 16. 1 Fach Primary Contractor which is awarded a Construction Contract by the City for Project Work shall conduct a Pre -Job conference with the appropriate affected Union( s) prior to commencing work. All Contractors who have been awarded contracts by the Primary Contractor shall attend the Pre -Job conference. The Trades Council and the CWA Administrator shall be advised in advance of all such conferences and may participate if they wish. All work assignments shall be disclosed by the Primary Contractor and all Contractors at the Pre -Job conference in accordance with industry practice. Should there be any formal jurisdictional dispute raised under Article 8, the CWA Administrator shall be promptly notified. Primary Contractor shall have available at the Pre -Job conference the plans and drawing for the work to be performed on the Project. Should additional Project Work not previously included within the 30 City of Palm Springs CWA
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scope of the Project Work be added, the Contractors performing such work will conduct a separate pre job for such newly included work.

ARTICLE 17

LABOR/ MANAGEMENT COOPERATION
Section 17. 1 Joint Committee The Parties to this Agreement may establish a six ( 6) person Joint Administrative Committee ( JAC). This JAC shall be comprised of three ( 3) representatives selected by the City and three ( 3) representatives selected by the Trades Council to monitor compliance with the terms and conditions of this Agreement and to recommend amendments to this Agreement, with the exception of the dollar threshold specified in Section 2. 2( a) and the term of this Agreement under Section 22. 1, when doing so would be to the mutual benefit of the Parties. Each representative shall designate an alternate who shall serve in his or her absence for any purpose contemplated by this Agreement. A quorum will consist of at least two ( 2) representatives selected by the City and at least two ( 2) representatives selected by the Trades Council. For voting purposes, only an equal number of City and Union representatives present may constitute a voting quorum.

Section 17. 2 Functions of Joint Committee The Committee shall meet on a schedule to be determined by the Committee or at the call of the joint chairs, to discuss the administration of the Agreement, the progress of the Project, general labor management problems that may arise, and any other matters consistent with this Agreement. Substantive grievances or disputes arising under Articles 7, 8 or 10 shall not be reviewed or discussed by this Committee, but shall be processed pursuant to the provisions of the appropriate Article. The CWA Administrator shall be responsible for the scheduling of the meetings, the preparation of the agenda topics for the meetings, with input from the Unions the Contractors and the City. Notice of the date, time and place of meetings, shall be given to the Committee members at least three ( 3) days prior to the meeting. The CWA Administrator shall prepare quarterly reports on apprentice utilization and the training and employment of City residents, and a schedule of Project Work and estimated number of craft workers needed. The Committee or an appropriate subcommittee, may review such reports and make any recommendations for improvement, if necessary, including increasing the availability of skilled trades, and the employment of local residents or other individuals who should be assisted with appropriate training to qualify for apprenticeship programs.

ARTICLE 18

SAVINGS AND SEPARABILITY
Section 18. 1 Savings Clause It is not the intention of the City, the CWA Administrator, Contractor or the Union parties to violate any laws governing the subject matter of this Agreement. The Parties hereto agree that in the event any provision of this Agreement is finally held or determined to be illegal or void as being in contravention of any applicable law or regulation, the remainder of the Agreement shall remain in full force and effect unless the part or parts so found to be void are wholly inseparable from the remaining portions of this Agreement.

Further, the Parties agree that if and when any provision( s) of this Agreement is finally held or determined to be illegal or void by a court of competent jurisdiction, the Parties will promptly enter into negotiations concerning the substantive effect of such decision for the purposes of 31 City of Palm Springs CWA
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achieving conformity with the requirements of any applicable laws and the intent of the Parties hereto. Ifthe legality of this Agreement is challenged and any form of injunctive relief is granted by any court, suspending temporarily or permanently the implementation of this Agreement, then the Parties agree that all Project Work that would otherwise be covered by this Agreement should be continued to be bid and constructed without application of this Agreement so that there is no delay or interference with the ongoing planning, bidding and construction of any Project Work.

Section 18. 2 Effect of Injunctions or Other Court Orders The Parties recognize the right of the City to withdraw, at its absolute discretion, the utilization of the Agreement as part of any bid specification should a Court of competent jurisdiction issue any order, or any applicable statute which could result, temporarily or permanently in delay of the bidding, awarding andior construction on the Project. Notwithstanding such an action by the City, or such court order or statutory provision, the Parties agree that the Agreement shall remain in full force and effect on covered Project Work to the maximum extent legally possible.

ARTICLE 19
WAIVER
A waiver of or a failure to assert any provisions of this Agreement by any or all of the Parties hereto shall not constitute a waiver of such provision for the future. Any such waiver shall not constitute a modification of the Agreement or change in the terms and conditions of the Agreement and shall not relieve, excuse or release any of the Parties from any of their rights, duties or obligations hereunder.

ARTICLE 20

AMENDMENTS
The provisions of this Agreement can be renegotiated, supplemented, rescinded or otherwise altered only by mutual agreement in writing, hereafter signed by the negotiating Parties hereto.

In the event of any conflict or ambiguity between this Agreement and any Attachment or exhibit, the provisions of this Agreement shall govern.

ARTICLE 21

DURATION OF THE AGREEMENT
Section 21. 1 Duration

21. 1. 1 This Agreement shall be effective from the date signed by all Parties and shall remain in effect for an initial period of five ( 5) years. Any covered Project Work awarded during the term of this Agreement shall continue to be covered hereunder, until completion of the Project Work, notwithstanding the expiration date of this Agreement.

21. 1. 2 This Agreement may be extended by written mutual consent of the City, as directed by the City Council and the signatory Unions for such further periods as the Parties shall agree to.
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Section 21. 2 Turnover and Final Acceptance of Completed Work

21. 2. 1 Construction of any phase, portion, section, or segment of Project Work shall be deemed complete when such phase, portion, section or segment has been turned over to the City by the Contractor and the City has accepted such phase, portion, section, or segment. As areas and systems of the Project are inspected and construction -tested and/ or approved and accepted by the City or third parties with the approval of the City, the Agreement shall have no further force or effect on such items or areas, except when the Contractor is directed by the City to engage and repairs or modifications required by its contract( s) with the City.

21. 2. 2 Notice of each final acceptance received by the Contractor will be provided to the Trades Council with the description of what portion, segment, etc. has been accepted. Final acceptance may be subject to a " punch" list, and in such case, the Agreement will continue to apply to each such item on the list until it is completed to the satisfaction of the City and Notice of Completion is issued by the City or its representative to the Contractor. At the request of the Union, complete information describing any " punch" list work, as well as any additional work required of a Contractor at the direction of the City pursuant to Section 22. 2. 1 above, involving otherwise turned -over and completed facilities which have been accepted by the City, will be available from the CWA Administrator.

IN WITNESS whereof the Parties have caused this Community Workforce Agreement to be executed as of the date and year above stated.

CITY OF PALM SPRINGS SAN BERNARDINO/ RIVERSIDE COUNTIES

BUILDING & CONSTRUCTION

TRADES COUNCIL, AFL-CIO
All?
By. U&" By:

Ju C1lfton Wiliam J. Per 1
City Manager Executive Secretary/ Business Manager
ATTEST:

City Clerk J APP i0VED BY CITY COUNCIL
710114. 11. A994- 7
APPROVED AS TO FORM:
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J rey 9. 6alliInq&"
City Attorney
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SAN BERNARDINOIRIVERSIDE COUNTIES BUILDING AND CONSTRUCTION

TRADES COUNCIL, AFL-CIO CRAFT UNIONS AND DISTRICT COUNCILS Siznatory Unions:

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Palm Springs City CouncilSeptember 9, 2026

Palm Springs City Council
September 9, 2026