Agenda packet — Palm Springs City Council, September 30, 2026 (part 2 of 5)

(Revised 05/16/19)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) _________________________________________________ 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 ____________________________________

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CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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(Revised 05/16/19)

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

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

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

Signature of Disclosing Party, Printed Name, Title Date

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

G – Page 210 of 813

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 30, 2026 CONSENT CALENDAR
SUBJECT: APPROVE A TASK ORDER UNDER THE WASTEWATER SERVICES AGREEMENT NO. A6804 WITH VEOLIA WATER WEST OPERATING
SERVICES, INC. IN THE AMOUNT OF $281,161.45 FOR THE BOLERO

ROAD SEWER MANHOLES REHABILITATION PROJECT, CITY
PROJECT NO. 23-13A
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

Approval of this task order will authorize Veolia Water West Operating Services, Inc. (“Veolia”) to proceed with the Bolero Road Manholes rehabilitation project (the “Project”).

Veolia will procure materials, provide project management services and contract with TriStar Contracting II, Inc. (Tri-Star) for construction services.

RECOMMENDATION:
1) Authorize the City Manager to approve a task order to Veolia Water West Operating Services, Inc. in the amount of $281,161.45 for the Bolero Road Manholes Rehabilitation, City Project 23-13A.
2) Appropriate $352,461.45 from the Wastewater fund.
3) Authorize the City Manager or his designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

Veolia Water West Operating Services, Inc., is a Delaware corporation; their subcontractor, Tri-Star, is a California corporation. Public Integrity Disclosure Forms for each company are included in Attachment A.

BACKGROUND:

On November 4, 2015, the City Council approved a Wastewater Services Agreement with Veolia for operations and maintenance of the City’s sewer collection system and the Wastewater Treatment Plant (WWTP). As part of Veolia’s ongoing evaluation of the City’s

H – Page 211 of 813
City Council Staff Report
September 30, 2026 -- Page 2
Bolero Rd. Manholes Rehabilitation Project
sewer collection system, six manholes along Bolero Road were identified as needing rehabilitation due to significant deterioration caused by sulfur corrosion.

The rehabilitation project was incorporated into the recently completed 2026 Sewer Master Plan (SSMP) as recommended Capital Improvement Project (CIP) MH-1, supporting the City’s long-term infrastructure maintenance. Photographs of current conditions are shown in Figure 1 below.

Figure 1 – Sulfur Corroded Manholes on Bolero Rd
The rehabilitation will include all work necessary to restore the structural integrity and long-term performance of the affected manholes. The scope consists of installing sulfur resistant polymer concrete manhole inserts, grade adjusting rings and lids designed to protect against future corrosion.

These improvements provide a durable barrier against sulfuric acid corrosion as a permanent solution as opposed to polymer liners, which can crack, delaminate, and are

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City Council Staff Report
September 30, 2026 -- Page 3
Bolero Rd. Manholes Rehabilitation Project
highly dependent on installation quality for performance. Construction is expected to start in mid- to late October and be completed within 90 days. The location of the rehabilitation activities is shown in Figure 2 below.

Figure 2 – Project location
STAFF ANALYSIS:

In accordance with Section 5.3 of the Wastewater Services Agreement, "Capital Projects", Veolia has recommended that the City authorize this work as a "Desirable Capital Project." Section 5.3(f) provides that the City, at its sole discretion, may either (1) request proposals from Veolia or (2) request proposals from outside consultants or contractors.

On June 1, 2026, Staff selected option (1) and recommend proceeding with Veolia’s proposal. The agreement is included in Attachment B for reference.

On July 13, 2026, Veolia issued a request for bids to proceed with the necessary manhole replacement and structural repairs, two qualified contractors submitted bids, which are summarized in Table 1 below.

Table 1 – Bid Responders
Company Location Bid Amount
Tri-Star Contracting II Desert Hot Springs, CA $168,736.00 P.E Brown Construction Palm Springs, CA $253,100.00
On August 10, 2026, Veolia submitted a proposal to the City describing the scope of work, Project cost, and outcome of bidding. The proposal includes the request for bids and subsequent responses. Tri-Star submitted the lowest responsive and responsible bid,

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City Council Staff Report
September 30, 2026 -- Page 4
Bolero Rd. Manholes Rehabilitation Project
meeting all technical and contractual requirements. Veolia recommends awarding the construction contract to Tri-Star. The proposal is included in Attachment C.

Under this task order, Veolia will serve as project manager and retains the responsibility for procuring all materials needed. Veolia will contract with Tri-Star to perform the installation of structural polymer concrete manhole inserts and the removal and replacement of deteriorated manhole rings and covers. These repairs are needed for maintaining the integrity and functionality of the wastewater collection system.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15302 “Replacement or Reconstruction”, Class 2 projects consist of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. Therefore, Staff has determined that the Bolero Road Sewer Manholes Rehabilitation project is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

An appropriation of $352,461.45 is required to cover the task order, contingency, and project administration; sufficient funding is available in the Wastewater Capital Improvement Projects Fund. A breakdown of the project costs is shown in Table 2 below.

Table 2 – Cost Breakdown
Project Costs Amount
Veolia Task Order for Construction and Management $281,161.45 Project Administration and Inspection $15,000.00
Contingency (20%) $56,300.00
Total $352,461.45
REVIEWED BY:

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

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City Council Staff Report
September 30, 2026 -- Page 5
Bolero Rd. Manholes Rehabilitation Project
ATTACHMENTS:

A. Attachment A – Public Integrity Disclosure Forms
B. Attachment B – Veolia Agreement
[Link: https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?id=1468686& dbid=0&repo=CityHall-Primary]
C. Attachment C – Veolia’s Project Proposal
[Link: https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?id= 1468688&dbid=0&repo=CityHall-Primary]

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Attachment A
Public Integrity Disclosure Forms

H – Page 216 of 813

H – Page 217 of 813

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

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(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 ____________________________________
Veolia Water West Operating Services, Inc.
53 State Street, 14th Floor, Boston, MA 02109
Delaware
x
x
William DiCroce x x
Jason Salgo x x
Robert Arendell x x

H – Page 219 of 813
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE FORM 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 Veolia Water North America-West, LLC 100%

H – Page 220 of 813
Continuation Page
Item 6, continued
John Gibson, officer
James Pawloski, officer
Daniel Mahoney, officer
Keith Oldewurtel, officer
Francis Ferrara, officer
Each of the persons listed in Item 6 (except James Pawloski) also serve as the officers of Applicant’s parent company Veolia Water North America-West, LLC, and William DiCroce, Jason Salgo, and Robert Arendell also serve as managers of Veolia Water North America-West, LLC.

H – Page 221 of 813
Attachment B
Veolia Wastewater Services Agreement
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx? id=1468686&dbid=0&repo=CityHall-Primary

H – Page 222 of 813
Attachment C
Veolia's Project Proposal
https://publicportal.palmspringsca.gov/WebLink/DocView.aspx?id=%0b14686 88&dbid=0&repo=CityHall-Primary

H – Page 223 of 813

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 30, 2026 CONSENT CALENDAR
SUBJECT: STAFF AUTHORIZED AGREEMENTS AND PURCHASE ORDERS FOR THE PERIOD OF AUGUST 1 THROUGH AUGUST 31, 2026
FROM: Scott C. Stiles, City Manager
BY: Procurement and Contracting
RECOMMENDATION:

Receive and file the report of Staff Authorized Agreements and Purchase Orders for the period of August 1 through August 31, 2026.

STAFF ANALYSIS:

The City’s policies and procedures provide the City Manager and designated staff authority to enter into agreements and purchase orders which are approved by the City Manager, or such other delegated authority, pursuant to the signature authority. Palm Springs Municipal Code §7.01.04(8) requires a monthly report to be submitted to the City Manager.

These records do not indicate the issuance of payments, but the approval of agreements and purchase orders. The original contract documents are on file in the Office of the City Clerk, and purchase orders are on file in the Procurement and Contracting Department.

REVIEWED BY:

Procurement and Contracting Manager: Tabitha Richards
City Manager: Scott Stiles
ATTACHMENTS:

A. City Manager or designee authorized agreements for August 2026 B. Purchase orders for August 2026

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ATTACHMENT A
Contracts
August 2026

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STAFF AUTHORIZED AGREEMENTS AUGUST 1, 2026 - AUGUST 31, 2026 DEPARTMENT CONTRACT # CONTRACT DESCRIPTION VENDOR CONTRACT TOTAL
AVIATION DEPARTMENT 26I174 DEINSTALLATION AND TRANSPORATION OF ART THE ART COLLECTIVE LLC $ 19,819.06 AVIATION DEPARTMENT 26C196 AIRPORT TNC SHADE STRUCTURE SHADE STRUCTURES, INC. $ 185,557.73 FIRE DEPARTMENT 26C162 MEDICAL/ EMS SUPPLIE, EQUIPMENTS LIFE-ASSIST, INC $ 75,000.00 FIRE DEPARTMENT 26C171 GASES AND TANK RENTAL SERVICES AIRGAS USA, LLC $ 55,000.00 FIRE DEPARTMENT 26I187 LIVE MUSIC FOR 9/11 CEREMONY JULIUS PONTECORVO AND MARISA CORVO $ 700.00
FIRE DEPARTMENT 26I188 HYDROSTATIC TESTING ALLSTAR FIRE EQUIPMENT, INC $ 8,232.00 FIRE DEPARTMENT 26I195 SMALL TOOLS REPAIR SERVICES KC'S LAWNMOVER SHOP LLC $ 10,000.00 INFO TECHNOLOGY 26I178 PSP EMAIL NEWSLETTER SUBSCRIPTION DRIP GLOBAL, INC. $ 25,783.56 INFO TECHNOLOGY 26I200 CITYWIDE CELLULAR ANALYSIS STUD Y CENTERLINE COMMUNICATIONS, LLC $ 17,400.00
INFO TECHNOLOGY 26S201 ANCESTRY LIBRARY AND HERITAGEQUEST ONLINE PROQUEST, LLC $ 9,153.41 PLANNING 26I180
MEASURED DRAWING AND DOCUMENTATION T&C PROJECT ARCHITECTURAL RESOURCE GROUP $ 14,200.00 POLICE DEPARTMENT 26I199 TRAFFIC PLANS TOPS' N BARICADES $ 5,000.00

PUBLIC WORKS -

FACILITIES

MAINTENANCE
26I191

RESTORATION OF WALKING STARTS AT DOWNTOWN
OAKTREE ENGRAVING AND MONUMENTS $ 15,000.00

PUBLIC WORKS -

FACILITIES

MAINTENANCE
26C194 PURCHASE OF WATER TREATMENT CHEMICALS NALCO COMPANY LLC $ 150,000.00

RECREATION
DEPARTMENT 26I190 LANDSCAPE ARCHITECTURAL SERVICES FOR DHP HERMANN DESIGN GROUP INC $ 35,040.00

RECREATION
DEPARTMENT 26I192 PHOTO BOOTH SERVICES FOR SPECIAL EVENTS THE VISION CO $ 6,450.00

RECREATION

DEPARTMENT
26I193
ENTERTAINMENT SERVICES FOR SPECIAL EVENTS 2026 FLOWBOX ENTERTAINMENT LLC $ 5,700.00

RECREATION

DEPARTMENT
26B197
ON-CALL PLUMBING MAINTENANCE AND INSTALLATION SERVICES (PRIMARY) URBAN WORX CONSTRUCTION, INC. $ 54,000.00

Page 1 of 2 ends

STAFF AUTHORIZED AGREEMENTS AUGUST 1, 2026 - AUGUST 31, 2026 DEPARTMENT CONTRACT # CONTRACT DESCRIPTION VENDOR CONTRACT TOTAL

RECREATION

DEPARTMENT
26B198
ON-CALL PLUMBING MAINTENANCE AND INSTALLATION SERVICES (SECONDARY) PRO-CRAFT CONSTRUCTION, INC. $ 36,000.00

Page 2 of 2 ends

ATTACHMENT B
Purchase Orders
August 2026

I – Page 228 of 813
PURCHASE ORDERS AUGUST 1, 2026 -AUGUST 31, 2026
DEPT PO # CONTRACT# PO DESCRIPTION VENDOR PO TOTAL
27000199 A9324 OFFICE SUPPLIES FOR THE CITY COUNCIL OFFICE ODP BUSINESS SOLUTIONS $3,000.0027000200 A9324 OFFICE SUPPLIES FOR THE CITY MANAGERS OFFICE ODP BUSINESS SOLUTIONS $2,500.0027000212 26I157 26I157; PSP CONFERENCE ROOM DOOR STRIKE

REPLACEMEN
VORTEX INDUSTRIES INC $1,720.00
27000213 TABLET CHARGING CARTS FOR CITY CLERK ULINE $2,806.0927000222 25I228 25I228; AIRLINE DATA SUBSCRIPTION FOR PSP AIRLINE DATA INC LLC $12,000.0027000224 25B396 AV SUPPORT FOR DIRECTLY ELECTED MAYOR COMM. MEETIN
TRIPEPI SMITH AND ASSOCIATES INC $16,862.50
27000257 FIREWALL RACKS CDW GOVERNMENT INC $1,571.4127000258 MISAC AGENCY MEMBERSHIP MUNICIPAL INFORMATION

TECHNOLOGY ASSOCIATION OF CA
$1,000.00
27000259 INK FOR PSP BADGE PRINTER B & H PHOTO $161.1427000262 24I152 24I152; ONLINE LOST AND FOUND PROGRAM FOR PSP
LIFF HAPPENS INC $1,021.00
27000269 AGENDA QUICK SOFTWARE RENEWAL YEAR 5 /5 DESTINY SOFTWARE $4,772.5027000272 CISCO SWITCHES FOR FIRE STATIONS IT1 SOURCE LLC $101,172.9427000273 STACKING CABLES FOR FIRE STATIONS AND STOCK INSIGHT PUBLIC SECTOR INC $5,467.0927000274 VERITONE CONTRACT APPLICATION RENEWAL FOR PSPD

CARAHSOFT TECHNOLOGY CORPORATION
$9,800.00
27000281 24B203 VINO VOLO AP INSTALLATION VETERANS COMMUNICATION SERVICES INC
$5,433.71
27000294 24B203 PSP ADMIN BUILDING ACCESS CONTROL CABLING VETERANS COMMUNICATION SERVICES INC
$2,292.46
27000296 HID SMARTCARD READERS FOR FIRE STATIONS CDW GOVERNMENT INC $4,302.0527000301 26I178 26I178; PSP EMAIL NEWSLETTER SUBSCRIPTION DRIP GLOBAL INC $11,719.8027000302 GENETEC PANELS FOR TESTING AMS.NET LLC $5,045.7327000306 24B203 AIRPORT CLOCK IDF FIBER SPLICE VETERANS COMMUNICATION SERVICES INC
$22,806.18
CITY CLERK 27000210 24C128 24C128; XEROX FLEET LEASE AGREEMENT MARLIN LEASING CORPORATION $108,154.45SPECIAL PROGRAMS COMPLIANCE 27000265 A9084 A9084; SHORT-TERM RENTAL COMPLIANCE SERVIES NEUMO RECORDS LLC $23,174.9127000233 26F160 26F160; AIDS MEMORIAL ENCROACHMENT &

DONATION AGMT
THE ART OFFICE $125,000.00
27000255 A9324 OFFICE GUEST CHAIRS ODP BUSINESS SOLUTIONS $1,360.2927000256 A9324 OFFICE SUPPLIES FOR HOUSING & COMMUNITY

DEVELOPMEN
ODP BUSINESS SOLUTIONS $6,500.00
27000206 26I154 SUMMER CAMP FIELD TRIP BUS TRANSPORTATION GARY CARDIFF ENTERPRISES INC $3,050.40

COMMUNITY DEVELOPMENT RECREATION DEPARTMENT INFO TECHNOLOGY A/CITY MANAGER ADMIN

Page 1 of 4 ends

PURCHASE ORDERS AUGUST 1, 2026 -AUGUST 31, 2026
27000215 MATERIALS & SUPPLIES FOR PARKS & RECREATION
DEPT.

AMAZON.COM SALES INC $15,000.00
27000261 26B086 CLEAR RUTH HARDY PARK DRAIN URBAN WORX CONSTRUCTION INC $780.0027000297 2 BATTERIES AND 2 CHARGERS FOR ADA CHAIR

LIFT AT S
HERITAGE POOL SUPPLY GROUP INC $1,180.18
27000303 26I192 26I192; PHOTO BOOTH SERVICES FOR SPECIAL EVENTS
JOSHUA DONLIN $6,450.00
LIBRARY 27000248 PURCHASE OF LARGE PRINT LIBRARY BOOKS CENGAGE LEARNING INC/GALE $10,561.83POLICE DEPARTMENT 27000263 A9213 REPAIR RADIOS DAILEY AND WELLS COMMUNICATIONS INC
$230.00
27000216 CLASS A FOAM CONCENTRATE L N CURTIS AND SONS $9,701.4027000223 26C162 26C162; MEDICAL SUPPLIES, EQUIPMENT ETC LIFE-ASSIST INC $25,000.0027000260 (8) LARYNGOSCOPE - VIDEOS AND BATTERIES STRYKER SALES LLC $11,753.4927000268 HONOR GUARD UNIFORMS LIGHTHOUSE UNIFORM INC $4,259.4427000292 26I187 9/11 REMEMBRANCE CEREMONY PERFORMANCE JULIUS PONTECORVO $700.00 PLANNING 27000271 26I180 26I180; PROFESSIONAL SERVICES ARCHITECTURAL RESOURCES GROUP $14,200.00 27000234 23P041 23P041; CP 22-21A, CWA SERVICES TSG ENTERPRISES, INC. $8,700.0027000244 23P041 23P041; CP 22-21B, CWA SERVICES TSG ENTERPRISES, INC. $8,700.0027000245 24P381 24P381; TRAFFIC SIGNAL FIBER OPTIC IMPRV., CP 25-0
TJKM $144,028.14
27000247 A6804 A6804; SCADA SYSTEM UPGRADE, CITY PROJECT 25- 09 VEOLIA WATER NORTH AMERICA OS INC $118,805.35
27000270 ENGINEERING STAFF UNIFORMS DESERT PROMOTIONAL EMBROIDERY LLC $950.4827000198 26I150 26I150; PEER REVIEW OF AIRPORT MASTER PLAN

EIR DOC

TERRA NOVA PLANNING AND RESEARCH INC
$11,250.00
27000201 24B361 PSP EMERGENCY REPAIR FOR FIRE RISER DESERT FIRE EXTINGUISHER CO INC $1,148.8227000226 24B361 PSP REPLACE AND REPAIR FIRE HYDRANTS DESERT FIRE EXTINGUISHER CO INC $15,319.7927000228 A9324 PSP CCOPS OFFICE SUPPLIES ODP BUSINESS SOLUTIONS $3,500.0027000229 A9324 PSP MAINTENANCE OFFICE SUPPLIES ODP BUSINESS SOLUTIONS $2,000.0027000230 A9324 PSP ADMIN OFFICE SUPPLIES ODP BUSINESS SOLUTIONS $6,000.0027000231 A9324 PSP LANDSIDE OFFICE SUPPLIES ODP BUSINESS SOLUTIONS $1,500.0027000232 A9324 PSP SECURITY OFFICE SUPPLIES ODP BUSINESS SOLUTIONS $5,000.0027000236 PSP PURCHASE REPLACEMENT TRANSFORMER DESERT ELECTRIC SUPPLY $3,823.7527000240 PSP PURCHASE EVSE SUPPORT EQUIPMENT DESERT ELECTRIC SUPPLY $7,801.9527000275 A9206 A9206; PSP ART CLEANING, MAINTENANCE, &

RESTORATIO
SAME DAY EXPRESS LLC $8,400.00
27000277 26I174 26I174; PSP FINE ART SERVICES THE ART COLLECTIVE LLC $19,819.0627000280 PSP CHILLED WATER PUMP REPLACEMENT MOTION INDUSTRIES INC $6,110.3827000288 25B157 PSP PADLOCKS AND KEYS LOCKSMITH SERVICES ABLE SECURITY INC $2,587.1127000289 25B157 PSP GTC REKEY LOCKSMITH SERVICES ABLE SECURITY INC $525.8327000295 PSP TEMP AOA PARKING PERMITS RYDIN (DRI-STICK DECAL) $1,870.44

AVIATION DEPARTMENT ENGINEERING - PUBLIC WORKS FIRE DEPARTMENT

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PURCHASE ORDERS AUGUST 1, 2026 -AUGUST 31, 2026
27000298 PSP GROUND TRANSPORTATION PERMITS RYDIN (DRI-STICK DECAL) $1,276.2327000305 25B157 PSP REKEY NORTH BAGGAGE CLAIM DOOR - KEYPAD LB #8
ABLE SECURITY INC $2,662.49
27000310 PSP BADGE SUPPLIES HID ENCODED CARDS IRIS LTD INC $10,996.0126001579 A6772 A6772; OPERATION AND MAINTENANCE - WWTP SOLAR
TESLA ENERGY OPERATIONS INC $4,807.00
27000203 24P381 24P381; CITY HALL DESIGN SURVEY ENGINEERING RESOURCES OF

SOUTHERN CA INC
$44,035.00
27000204 24B291 24B291 SERVICE ROLL UP DOOR FIRE STATION #3 GMAT INC $2,746.0027000205 26B015 26B015 CVEP CELLULAR COMMUNICATOR

ANTENNAE
ADVANTAGE TOTAL PROTECTION INC $1,225.00
27000207 26B015 26B015 UPGRADE FIRE ALARM AT CONVENTION CENTER
ADVANTAGE TOTAL PROTECTION INC $925.00
27000209 A9192 A9192 SUPPLIES FOR STREET MARKING AND SIGNS PACIFIC PRODUCTS AND SERVICES LLC $36,619.0527000217 26C057 26C057; REPAIR WORK AT BELARDO PARKING

STRUCTURE
OTIS ELEVATOR COMPANY $375.00
27000218 24B291 24B291 EMERGENCY REAR DOOR REPAIR FS #3 GMAT INC $700.0027000221 24B022 24B022; TESTING AT AIRPORT TERRACON CONSULTANTS INC $2,914.0027000225 26B086 26B086; COGEN HOT WATER PIPE REPAIR URBAN WORX CONSTRUCTION INC $119,995.0027000239 25B216 25B216; 3 TON MINI SPLIT FOR THE SWIM CENTER RIVCO MECHANICAL SERVICES INC $15,533.0027000241 25B216 25B216; 5 TON MINI SPLIT REPLACEMENT - LEISURE ADM
RIVCO MECHANICAL SERVICES INC $17,829.00
27000242 25B216 25B216; REPLACEMENT COMPRESSOR FOR FOOD BANK
RIVCO MECHANICAL SERVICES INC $19,908.00
27000243 25B216 25B216; EXHAUST FAN MOTOR FOR COGEN PLANT RIVCO MECHANICAL SERVICES INC $5,624.0027000249 26B015 26B015 CO GEN REPLACE HEAT SENSOR ZONE 5 ADVANTAGE TOTAL PROTECTION INC $1,200.0027000250 24B291 24B291 REPAIR DOOR FIRE STATION #4 GMAT INC $14,107.0027000252 26B088 26B088; TAHQUITZ/SUNRISE SPANDREL AND

DRAIN INSTAL
ACCESS GENERAL CONTRACTING INC $68,216.18
27000264 A6867 A6867; OPERATIONS AND MAINTENANCE -

ANIMAL SHELTER
TESLA ENERGY OPERATIONS INC $2,622.00
27000267 ELECTRICAL SUPPLIES PD, FS#2, ACCESS & DHUC DESERT ELECTRIC SUPPLY $6,352.9527000276 25B057 25B057; CITY YARD ADMINISTRATIVE AREA DESERT VALLEY RESTORATION INC $29,891.2327000279 24B290 24B290; NEW ADMIN. BUILDING FOR AIRPORT STAFF
UNITED CONTRACTING LLC $26,121.00
27000282 25B427 25B427 NAVCENTER CLARIFIER CLEANING &

WASTE REMOVA
AMERICAN INTEGRATED SERVICES INC $3,465.00
27000283 26B015 26B015 PLAZA THEATRE DOOR SENSOR SERVICE ADVANTAGE TOTAL PROTECTION INC $525.00

FACILITIES MAINTENANCE

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PURCHASE ORDERS AUGUST 1, 2026 -AUGUST 31, 2026
27000284 A9230 A9230; SERVICE WORK ON UNITS 506 AND 524 GERGIS YOUSEF $260.0027000286 26B015 26B015 TRINI LOPEZ & RUDDY'S STORE SERVICE ADVANTAGE TOTAL PROTECTION INC $1,350.0027000287 26B015 26B015 PAVILION & LEISURE CENTER SERVICE ADVANTAGE TOTAL PROTECTION INC $1,950.0027000293 24B387 24B387; RUN CAM LOCK CABLES RENTAL CHILLER

TO SWIT
AARON HAN $3,750.00
27000299 25I148 25I148; REPLACE DOOR PANEL GLASS AT ACCESS CENTER
MIRROR AND GLASS WORKS INC $1,641.33
27000309 24I261 24I261; LIVE BEE REMOVAL AND RELOCATION AT DHCC
AA BEEKEEPER INC $650.00
27000311 24B291 24B291 FIRE STATION #2 FRONT DOOR #1 SERVICE GMAT INC $508.0027000202 23C078 23C078; EMERGENCY GENERATOR MAINTENANCE

SERVICE
QUINN COMPANY $77,925.00
27000208 23C394 23C394; PURCHASE 2 PORTABLE EVAPORATIVE

COOLERS
DESERT AREA CORPORATION $3,821.57
27000237 23C394 23C394; DEF BARRELS AND HAND DEF PUMP FOR

AIRPORT
DESERT AREA CORPORATION $1,698.39
27000238 A9230 A9230; SERVICE WORK ON UNITS 500, 508 AND 509 GERGIS YOUSEF $390.0027000266 23B104 23B104; EMERGENCY VEHICLE OUTFITTING FOR UNIT 199

BLACK AND WHITE EMERGENCY VEHICLES
$9,125.32
27000285 23C394 23C394; 8 DIESEL EXHAUST FLUID BARRELS FOR

AIRPORT
DESERT AREA CORPORATION $3,203.35
27000312 25B361 25B361;OPERATOR INSPECTION, YEARLY TRAINING, REPAI
FUEL PROS INC $746.12
27000313 23C078 23C078 SERVICE GENERATOR AT FS # 4 QUINN COMPANY $2,426.8827000219 PALM TREE UPLIGHTING REPAIRS DESERT ELECTRIC SUPPLY $2,682.7427000254 25C048 25C048 RIDE ON SWEEPER RENTAL UNITED RENTALS $2,171.8927000278 24B021R 24B021R; STRIPPING FOR INDIAN CANYON CV LINK SPECIALIZED PAVEMENT MARKING LLC $11,621.7527000290 24B021R 24B021R; STRIPPING FROM GENE AUTRY TO RAMON
SPECIALIZED PAVEMENT MARKING LLC $113,660.00
27000300 GRAFFITI PAINT 5 GALLONS GAIL BOBRO $328.30
*Please note Purchase Orders (POs) issued with contract numbers shown indicate an approved contract is being utilized. Therefore, the PO issued is an order against the contractSTREETS MAINTENANCE FLEET OPERATIONS

Page 4 of 4 ends

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 30, 2026 CONSENT CALENDAR
SUBJECT: APPROVAL OF PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E) AND

AUTHORIZATION TO BID THE WASTEWATER TREATMENT PLANT
ODOR CONTROL IMPROVEMENTS, CITY PROJECT NO. 23-16
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

The construction documents (Plans, Specifications, and Estimate) for this project have been prepared, and in accordance with Section 7.03.04 of the Procurement and Contracting Code, the City Council shall approve and adopt the plans, specifications, and work details and authorize the bid request for all public projects exceeding $200,000.

Approval of this item will allow the Staff to proceed with bidding of this capital project, which has an estimated cost of $5,900,000.

RECOMMENDATION:
1) Approve the plans, specifications and estimate and authorize Staff to advertise and solicit bids for the Wastewater Treatment Plant Odor Control Improvements 23-16, (“the Project”).
2) Authorize the City Manager to execute all necessary documents.

BACKGROUND:

The City of Palm Springs operates a Wastewater Treatment Plant (WWTP) at 4375 E.

Mesquite Avenue, with an average daily flow of 4.1 million gallons per day. Wastewater treatment works by biological processes that naturally produce foul odors, creating a frequent nuisance for nearby residents. The WWTP is adjacent to Demuth Park, and the odors originating from the WWTP have resulted in complaints from park visitors, residents, and pickleball players.

On September 26, 2023, the City Council approved a purchase order in the amount of $412,214 to Carollo Engineers, Inc. (“Carollo”) for professional engineering services related to odor control improvements at the WWTP, including preliminary engineering, evaluation of design alternatives, and preparation of construction documents.

J – Page 233 of 813
City Council Staff Report
September 30, 2026 -- Page 2
Approve PS&E and Authorize RFB for CP 23-16
On April 11, 2024, the City Council approved a task order to Carollo in the amount of $73,907 to perform specialized air sampling, analysis, and emissions inventory at the WWTP to establish the technical baseline for design. Completed in August 2024, the study revealed that the primary clarifiers which intake raw wastewater to separate liquids from solids were responsible for roughly 56% of objectionable odors originating from the plant. Based on these findings, aluminum flat covers were selected as the preferred mitigation measure. Figure 1 below shows the primary clarifiers relative to the overall facility and surrounding site.

On October 10, 2024, the City Council approved a task order in the amount of $151,520 to Carollo for additional professional services related to electrical modifications and design for the clarifier covers. The work was needed because the construction of the covers requires the removal of existing and necessary electrical systems, which will need to be redesigned and relocated to work with the new covers.

Figure 1 – Project Site & Vicinity Map
STAFF ANALYSIS:

With City Council approval, Staff will advertise the Project in The Desert Sun, and utilize the procurement site PlanetBids™ to allow the submission of bids electronically. The contract documents will be provided free of charge to prospective bidders through the PlanetBids™ system. A copy of the Project construction plans is included as Attachment A. The anticipated dates of the Project bidding and Award are shown below:

Notice Inviting Bids to be Posted: October 01, 2026
Deadline for Receipt of Bids: October 29, 2026
Contract Awarded by City Council: November 23, 2026

J – Page 234 of 813
City Council Staff Report
September 30, 2026 -- Page 3
Approve PS&E and Authorize RFB for CP 23-16
Staff recommends that City Council approve the contract documents and grant authority to formally bid the subject Project for construction. The estimated duration for this project is 12 months from the Notice To Proceed date.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15301 “Existing Facilities”, Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment or topographical features involving negligible or no expansion of existing or former use. The Project includes no expansion of use. Therefore, Staff has determined that the WWTP Odor Control Improvements, City Project No. 23-16, is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

The Project is estimated to cost $5,900,000. The Project will be funded using Wastewater funds that have been allocated for this purpose. Following the bidding process, the Project will be submitted to the City Council for approval. At that time, a detailed breakdown of the project costs, including construction, consultant services, and staff costs, will be presented for review and approval.

REVIEWED BY:

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

A. Odor Control Improvements Project Plans
[Link: https://publicportal.palmspringsca.gov/WebLink/DocView.aspx? id=1468600&dbid=0&repo=CityHall-Primary]

J – Page 235 of 813
Attachment A
CP 23-16 Odor Control Improvements Project Plans
Link: https://publicportal.palmspringsca.gov/WebLink/
DocView.aspx?id=1468600&dbid=0&repo=CityHallPrimary

J – Page 236 of 813

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 30, 2026 CONSENT CALENDAR
SUBJECT: ACCEPTANCE OF STORMWATER OUTFALL REPAIR PROJECT, AIRPORT PROJECT PSP-01
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

The construction of the Airport Stormwater Outfall Repair Project, Airport Project PSP-01 (the “Project”), has been completed. Formal City Council acceptance of the Project is required to document the completion of public works improvements and to allow the City’s filing of a Notice of Completion with the Riverside County Recorder in accordance with Section 9200 of the California Civil Code.

RECOMMENDATION:
1) Accept the public works improvement identified as the Airport Stormwater Outfall Repair Project, Airport Project PSP-01, as completed in accordance with the plans and specifications.
2) Authorize the Interim Executive Director of Aviation to execute and file for recordation with the Riverside County Recorder a Notice of Completion for the Airport Stormwater Outfall Repair Project, Airport Project PSP-01.

BUSINESS PRINCIPAL DISCLOSURE:

N/A.

BACKGROUND:

In August 2023, Tropical Storm Hilary struck the Palm Springs area, producing a stormdrain event that surpassed 100-year flood levels. The storm runoff caused extensive damage to the existing stormwater outfall structures as depicted in Figures 1 and 2 and eroded the surrounding land at Palm Springs International Airport near Hangar 18, including portions of the asphalt pavement parking lot and the adjacent security fence line. The location of the project is shown in Figure 3 – Site Vicinity Map.

K – Page 237 of 813
City Council Staff Report
September 30, 2026 -- Page 2
Acceptance Of Stormwater Outfall Repair Project, Airport Project PSP-01

Figure 1 Figure 2
Figure 3 – Site Vicinity Map
On December 10, 2025, the City Council awarded a construction contract in the amount of $451,031 to Matich Corporation (the “Contractor”) for the removal and replacement of the stormwater outfall structures, restoration of the eroded pavement, and installation of a new 8-foot security fence to meet Federal Aviation Administration requirements.

Stormwater Outfall
Structures
Hangar
18 K – Page 238 of 813
City Council Staff Report
September 30, 2026 -- Page 3
Acceptance Of Stormwater Outfall Repair Project, Airport Project PSP-01 STAFF ANALYSIS:

Construction of the project started June 22, 2026, and was determined to be substantially completed on July 31, 2026 as depicted in Figures 4 and 5. Staff recommend City Council accept the completed Project as required by Section 9200 of the California Civil Code and authorize the Interim Executive Director of Aviation to file and record a Notice of Completion to be submitted to the County. A copy of the Notice of Completion is included as Attachment A.

Figure 4
Figure 5
ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15301 “Existing Facilities”, Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment or topographic features involving negligible or no expansion of existing or former use. Therefore, Staff has determined that the Airport Stormwater Outfall Repair Project, Airport Project PSP-01, is considered categorically exempt from CEQA.

K – Page 239 of 813
City Council Staff Report
September 30, 2026 -- Page 4
Acceptance Of Stormwater Outfall Repair Project, Airport Project PSP-01 ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports the City of Palm Springs’ Strategic Plan Broad Goals of Infrastructure and Facilities, and it also supports the Airport’s 2025-2029 Strategic Plan’s Strategic Priorities for Operational Excellence and Infrastructure.

FISCAL IMPACT:

The original construction contract was $451,031. During construction, four change orders totaling $19,974.83 were issued to address the following four unexpected field conditions:

TSA required the temporary fence to be increased from 6-feet tall to 8-feet tall; a Fire Department connection conflict realignment; a new utility box was installed; and additional wire mesh for the security fence was installed. Total construction contract: $471,005.83.

The Final Balancing Change Order is included as Attachment B.

REVIEWED BY:

Interim Executive Director of Aviation: Victoria Carpenter City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Notice of Completion
B. Final Balancing Change Order No. 1

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ATTACHMENT A

NOTICE OF COMPLETION

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Name
Street
Address
City &
State

SPACE ABOVE THIS LINE FOR RECORDERS USE

NOTICE OF COMPLETION
(CA Civil Code §§ 8180-8190, 8100-8118, 9200-9208)
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is an owner of an interest of estate in the hereinafter described real property, the nature of which interest or estate is:
_________________________________________________________________________________ (e.g. fee, leasehold, joint tenancy, etc.)

2. The full name and address of the undersigned owner or reputed owner and of all co-owners or reputed co-owners are:

Name Street and No. City State
__________________________________________________________________________________________________________

3. The name and address of the direct contractor for the work of improvement as a whole is:
__________________________________________________________________________________________________________

4. This notice is given for (check one):
⁭ Completion of the work of improvement as a whole.
⁭ Completion of a contract for a particular portion of the work of improvement (per CA Civ. Code § 8186).

5. If this notice is given only of completion of a contract for a particular portion of the work of improvement (as provided in CA Civ. Code § 8186), the name and address of the direct contractor under that contract is:
___________________________________________________________________________________________________________

6. The name and address of the construction lender, if any, is:
___________________________________________________________________________________________________________

7. On the ____________ day of ___________, 20___, there was completed upon the herein described property a work of improvement as a whole (or a particular portion of the work of improvement as provided in CA Civ. Code § 8186) a general description of the work provided:
___________________________________________________________________________________________________________

8. The real property herein referred to is situated in the City of __________________________, County of ________________________ State of California, and is described as follows:
___________________________________________________________________________________________________________

9. The street address of said property is:
___________________________________________________________________________________________________________

10. If this Notice of Completion is signed by the owner’s successor in interest, the name and address of the successor’s transferor is:
___________________________________________________________________________________________________________ I certify (or declare) under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: _______________________________________ By: ________________________________________________________ Signature of Owner or Owner’s Authorized Agent
City of Palm Springs

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Recording Requested By:

When Recorded Mail To:

City of Palm Springs Brenda Pree, City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Fee City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 Matich Corporation 1596 Harry Sheppard Blvd, San Bernardino, CA 92408 ✔ Not Applicable Not Applicable 31 July 26 Palm Springs International Airport Airport Stormwater Hangar Repair Project. Airport Project PSP-01 Palm Springs Riverside Palm Springs International Airport 3400 Aviation Way Palm Springs, CA 92262 Not applicable Joel Montalvo/////City Engineer

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VERIFICATION
I, _______________________________________________, state: I am the ________________________________ __ (“Owner”, “President”, “Authorized Agent”, “Partner”, etc.) of the Owner identified in the foregoing Notice of Completion. I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on _______________________, _______ (date), at _____________________________________________________ (City), ________ (State). ______________________________________________________
Signature of Owner or Owner’s Authorized Agen
Joel Montalvo/City Engineer
City of Palm Springs

PROOF OF SERVICE DECLARATION
a.
b.
c. ⁭
_____________________________________________________________ (Signature of Person Making Service)

STATE OF CALIFORNIA
COUNTY OF ______________________________________
On _________________________________________, ________ (date), before me, ____________________________________________, Notary Public (name and title of officer) personally appeared __________________________________________who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PURJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.
_____________________________________________
Signature
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Joel Montalvo City Engineer Palm Springs CA

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ATTACHMENT B
FINAL BALANCING CHANGE ORDER NO. 1

K – Page 244 of 813

CITY OF PALM SPRINGS
CONTRACT CHANGE ORDER NO. 1
PSP-01 Outfall Repair Project
Contractor: Matich Corporation Date: September 4, 2026

CONTRACT CHANGE ORDER SUMMARY
This lump sum Contract Change Order No. 1 is for the Airport Outfall Repair Project. During construction, the contractor dealt with several unknown and unforeseen conditions. This change order addresses the unforeseen utility conflicts for this project. The change order reflects the increase in the extra line order work done at the Outfall Repair Project. Airport staff have both reviewed and approved the proposed change order. During construction, several line items were not used or billed to completion. This balance order will also address those line items.

CONTRACT CHANGE ORDER COST
ID Description Qty Unit Cost
01 Itemized Project Extra Work 1 LS $29,412.80
02 Credit for line items not performed 1 LS ($34,283.50) 03 Temp. security fence, FDC, electrical boxes and extend wire mesh 1 LS $4,752.00 04 Fire Department Check 1 LS $15,887.01
05 Remove and relocate electrical boxes 1 LS $1,053.35
06 Extend wire mesh at Outfalls 1 LS $3,153.17
Total Lump Sum Change Order Amount: $19,974.83

CHANGES TO CONTRACT TIME
The contractor is requesting 82 working days to be added to the contract time.

SUMMARY OF COSTS
Original Contract Amount: $451,031.00 Construction Start Date: 06/22/2026 Previous Change Orders:

This Change Order:
419,974.83
Previous Agreed Completion
Date:
04/06/2026
This Change Order
Amount:
$19,974.83 Working Days Added: 82
Revised Contract Amount: $471,005.83 Revised Completion: 07/31/2026 I have received a copy of this Change Order, and the above AGREED PRICES are acceptable.

Matich Corporation
Jake Reade, Vice President Date

K – Page 245 of 813
City of Palm Springs
Approved By:

Victoria Carpenter, Interim Executive
Director of Aviation
Date
Attest By:

Brenda Pree, City Clerk Date

K – Page 246 of 813

CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 30, 2026 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 2 TO CONTRACT SERVICE AGREEMENT NO. A9084 WITH NEUMO TAX AND LICENSING, LLC FOR SHORT

TERM RENTAL ADMINISTRATION AND COMPLIANCE SOFTWARE
FROM: Scott C. Stiles, City Manager
BY: Special Program Compliance
SUMMARY:

This action will approve Amendment No. 2 (Amendment) to Contract Services Agreement No. A9084 with Neumo Tax and Licensing, LLC (Neumo), to extend the term of the agreement for one year, ending September 30, 2027, for an additional amount of $108,481 and a revised contract amount not to exceed $516,181 to provide ongoing short term rental administration and compliance software services.

RECOMMENDATION:
1) Approve Amendment No. 2 (Attachment A) to Contract Services Agreement No.

A9084 with Neumo Tax and Licensing, LLC to provide ongoing short term rental administration and compliance services extending the term through September 31, 2027 for an additional amount of $108,481, and for a revised contract amount not to exceed $516,181;
2) Authorize the City Manager or designee to execute all necessary documents subject to such changes/revisions agreeable to the City Manager and City Attorney.

BUSINESS PRINCIPAL DISCLOSURE:

Neumo Tax & Licensing, LLC public integrity disclosure form is included as Attachment B.

BACKGROUND:

As a result of RFP 07-22, on March 31, 2022, the City of Palm Springs (“City”) entered into an agreement with GovOS, Inc. (“GovOS”), titled Short-Term Rental Compliance Services with GovOS, Inc., for the provision of short-term rental compliance services. The

L – Page 247 of 813
City Council Staff Report
September 30, 2026 -- Page 2
Amendment to Agreement No. 9084 with Neumo Tax and Licensing LLC Agreement provided for an initial term of three years and six months, with an annual compensation amount not to exceed $90,000.

On October 1, 2025, the Agreement was amended to extend the term for one year, through September 30, 2026, and increase the annual compensation to $92,700 for a revised contract amount not to exceed $407,700.

On May 5, 2026, the City, GovOS, and Neumo Tax & Licensing, LLC (“Neumo”) entered into an Assignment, Assumption and Consent Agreement. Under the agreement, GovOS assigned its rights and obligations under the Short-Term Rental Compliance Contract Services Agreement to Neumo, and Neumo assumed GovOS’s obligations under the Agreement. As a result of the assignment, Neumo currently provides the City’s short term rental compliance services under the terms of the Agreement, as amended.

STAFF ANALYSIS:

Neumo Tax & Licensing, LLC (“Neumo”) provides the City of Palm Springs with a cloudbased software platform that supports tax administration, licensing, and regulatory compliance functions, primarily for the City’s Vacation Rental Program. Services currently provided through the platform include:
 Short-term vacation rental detection, monitoring, and compliance services;  Complaint hotline services;
 Automated online licensing, registration, and payment processing;  Integrated notification and delinquency management;
 Automated online Transient Occupancy Tax (TOT) remittance and reporting;  Vacation rental Contract Summary submission, processing, and database management; and
 Online reporting and administrative tools for City staff.

The platform provides permit holders and taxpayers with 24-hour access to online selfservice functions while providing City staff with automated workflows, centralized records, and reporting capabilities designed to reduce manual processing and improve administrative efficiency.

Since implementation, the Department of Special Program Compliance has transitioned its Vacation Rental Program from a primarily paper-based application process to a fully electronic workflow. Vacation rental permit holders can now submit applications, supporting documentation, and payments online rather than mailing or delivering paper applications and payments to City offices. The platform has also improved the administration of TOT by transitioning filings from paper submissions to electronic reporting, including the electronic filing of zero-dollar tax returns. These improvements have reduced manual processing and provided a more streamlined process for both customers and City staff.

L – Page 248 of 813
City Council Staff Report
September 30, 2026 -- Page 3
Amendment to Agreement No. 9084 with Neumo Tax and Licensing LLC The Neumo platform has become an important component of the Department’s efforts to improve operational efficiency, customer service, tax administration, and regulatory compliance. Continuation of the existing services for an additional year will provide operational continuity while also allowing Neumo to develop and implement the necessary reporting functionality for collection of the recently approved PSTID assessment.

Beginning in fall 2026 and continuing into calendar year 2027, the Department of Special Program Compliance intends to work with the Procurement & Contracting Department to conduct a Request for Proposals (RFP) for tax, licensing, and compliance software services. The competitive solicitation will provide the City an opportunity to evaluate available technologies, service capabilities, costs, system integrations, and the evolving operational needs of the Department before entering into a new long-term agreement.

The proposed one-year extension will provide sufficient time to complete the competitive solicitation, evaluate proposals, select a vendor, obtain any necessary approvals, and, if applicable, allow for an orderly system transition and implementation without interruption to the City’s vacation rental, TOT, and related compliance operations.

ENVIRONMENTAL ASSESSMENT:

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

ALIGNMENT WITH STRATEGIC PLANNING:

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

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year 2026-2027 in the Department of Special Program Compliance Contractual Service 1001045-40105 and Finance account 1001035-40105.

REVIEWED BY:

Department Director: Patrick Clifford (Acting)
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles

L – Page 249 of 813
City Council Staff Report
September 30, 2026 -- Page 4
Amendment to Agreement No. 9084 with Neumo Tax and Licensing LLC ATTACHMENTS:

A. Amendment 2 to Contract Services Agreement A9084.

B. Business Disclosure.

C. Contract Services Agreement Contract A9084.

D. Amendment 1 to Contract Services Agreement Contract A9084.

E. Assignment Assumption and Consent Agreement to Contract Services Agreement Contract A9084.

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Attachment A
Amendment 2 to Contract
Services Agreement A9084

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(BB&K 2024)
AMENDMENT NO. 2 TO THE SHORT-TERM RENTAL COMPLIANCE
CONTRACT SERVICES AGREEMENT A9084 BETWEEN THE CITY PALM

SPRINGS

AND NEUMO TAX & LICENSING, LLC

1. Parties and Date.

This Amendment No. 2 to the Short-Term Rental Compliance Contract Services Agreement is made and entered into as of this 1st day of October 2026, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Neumo Tax & Licensing, LLC, a Delaware Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor entered into an agreement titled “Short-Term Rental Compliance Contract Services Agreement with GovOS, Inc.” dated March 31, 2022, for the purpose of retaining the services of GovOS, Inc to provide short-term rental compliance services in an amount not to exceed $90,000 per year over the term of the contract for a term of three years and six months and a total amount not to exceed $315,000.

2.2 Amendment 1. City and Contractor amended the Agreement to extend services for one year with the term ending September 30, 2026, and increasing the annual compensation to $92,700 with a not to exceed total compensation of $407,700.

2.3 Assignment. City, GovOS, Inc. and Neumo Tax & Licensing, LLC entered into an Assignment, Assumption and Consent Agreement on May 5, 2026, where GovOS (Assignor) assigned the Short-Term Rental Compliance Contract Services Agreement to Neumo Tax & Licensing, LLC (Assignee).

2.3 Amendment Purpose. City and Contractor now desire to amend the Agreement to exercise the final optional year extension with the term ending September 30, 2027, and increasing the annual compensation to $95,481. City and Contractor also desire to amend the Agreement to include an additional service for developing a new transient tax form related to the City of Palm Springs Tourism Improve District (PSTID) Assessment in the amount not to exceed $13,000, for a revised contract amount not to exceed $516,181.

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

3. Terms.

3.1 Amendment. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total compensation shall not exceed $516,181 over the term of the contract."

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3.2 Amendment. Exhibit “A” of the Agreement is hereby deleted in its entirety and replaced with Revised Exhibit “A” attached hereto and incorporated herein by reference.

3.3 Amendment. Section 4.4 of the Agreement is hereby amended in its entirety to read as follows:
“4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of five years and six months, unless extended by mutual written agreement of the Parties”.

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 2 all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No.2 whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.1.

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

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

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

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SIGNATURE PAGE FOR AMENDMENT NO. 2 TO THE SHORT-TERM RENTAL COMPLIANCE

SERVICES WITH GOVOS, INC BETWEEN THE CITY PALM SPRINGS AND NEUMO TAX & LICENSING, LLC.

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

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: Item No. _________
APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: __________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

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

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REVISED EXHIBIT “A”

REVISED COST PROPOSAL

SHORT TERM RENTAL COMPLIANCE SERVICES
(TERM OCTOBER 1, 2026 – SEPTEMBER 30, 2027)
ITEM DESCRIPTION Unit of Measure TOTAL
1 Short Term Vacation Rental Detection,
Monitoring and Compliance
Monthly $2121.80
2 Complaint Hotline Monthly $265.23
3 Automated Online Business License and
Payment System
Monthly $2784.86
4 Integrated Notification and Delinquency
System
Monthly $0
5 Automated Online TOT Remittance and
Reporting System
Monthly $2784.86
6 System, processes and database for
Contract Summary submissions by Vacation
Rental operators
Monthly $0
Monthly Total $7,956.75
7 Palm Springs Tourism Investment
District (PSTID) tax form development
One-time $13,000

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Attachment B
Business Disclosure

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)
(Revised 05/16/19)

CITY OF PALM SPRINGS

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

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

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

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

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

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

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

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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 ____________________________________
Neumo Tax && Licensin,,, LLC 5885 Trinity Parkway Suite 1112220000 Centreville,,, VA 22200001112220000 571116 Corsa Ave,,, STE 2220000333,,, Westlake Village,,, CA 91113336222 Delaware ■ Matt Coury ■
Neumo Tax && Licensing Holdings,,, 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.

Arlington Capital Partners Neumo Parent Holdings LP
9/////222111/////22200002226

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Attachment C
Contractual Services
Agreement A9084

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CONTRACT SERVICES AGREEMENT A#___________
SHORT TERM RENTAL COMPLIANCE SERVICES WITH GovOS, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on _____________, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and GovOS, a Texas Corporation, (“Contractor”).

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

RECITALS
A. City requires the services of a contractor to provide Short Term Rental Compliance Services, (“Service”).

B. Contractor has submitted to City a proposal to provide Short Term Rental Compliance Services, to City under the terms of this Agreement.

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

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

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

AGREEMENT

1. CONTRACTOR SERVICES

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

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

DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088 March 31
A9084

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

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

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

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $90,000 per year over the term of the contract.

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

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

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

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

4. PERFORMANCE SCHEDULE

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

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

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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

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

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

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

5. COORDINATION OF WORK

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

5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

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

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

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

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

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

Name: Title:

Rob Piskorowski Enterprise Account Executive
Haleigh Lyon CPA Director of Product
Alyssa Arnold Conversion and Customer Success Lead
Kyra Fosnot Director of Support
Orion Olin Account Manager

5.6 California Labor Code Requirements.

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

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

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

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

7. INDEMNIFICATION.

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

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

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

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

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

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

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

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

9. ENFORCEMENT OF AGREEMENT

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

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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terms of this Agreement are contractual and the result of negotiation between the Parties.

Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

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

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

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

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

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

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

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

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: GovOS, Inc.

Attention: Kevin Lafeber - President
8301 N. Capital of Texas Hwy
Austin, TX 78731

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

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

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

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

11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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

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

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

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND GovOS, Inc.

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

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _____________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088 3/28/2022 3/28/2022
3/31/2022
1G 3/24/2022 3/31/2022

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EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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1.1 Scope:

The Contractor will be required to perform the following tasks:

A. The Contractor will provide online services for registration, reporting and payment for new applications, renewals, additional related permits, Contract Summary submissions (section 4.2 C. of this scope and Transient Occupancy Tax (TOT) remittance pursuant to the City of Palm Springs Municipal Code. This includes invoicing of all Vacation Rental related fees and communicating receipts and collection to the City in a timely manner. The Contractor shall provide for each Registered Vacation Rental a profile where all information is available and specific records are obtainable and or able to be submitted.

B. The Contractor will provide a 24-hr bilingual call service hotline (call center) for residents to report nuisances at Registered Vacation Rental properties, report unregistered Vacation Rental Properties or for general questions regarding

1. Vacation Rentals. Ability to take calls 24 hours a day, 7 days a week (including holidays).

2. Each call will be recorded, logged, and directed to assigned City of Palm Springs staff.

3. Assign each call its own unique sequential log number.

4. Follow a script (provided by City) and any options if applicable, as a call progresses onto next steps.

5. For each call, time is of the essence and must be communicated within 5 – minutes of each call. Each call with details will be logged with the following information and communicated by phone and email to the City’s designee. a. Date
b. Time
c. Unique call identifier
d. Type of call
i. Music, Loud Occupants, Parking, Trash, Unregistered Rental, other ii. Non-Active nuisance: General Questions, information e. Reporting Party Name
f. Reporting Party Telephone Number
g. Reporting Party Address
h. Vacation Rental Address reported (the City will provide a weekly list of Vacation Rental Properties)
i. Complaint details
j. Note if the reporting party allows access to their property k. Note if the reporting party wants a call back
l. Local Contact Name and phone number (provided by the City) m. Allowed over-night guest limits (provided by the City) n. Is the property suspended (provided by the City)
DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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o. Resolution (to be provided by a City Designee either by phone, email or if applicable, portal, after the call has been received and a disposition made)

6. The Call Center shall cross reference if the address called on is a registered vacation rental and provide the Local Contact Information, Local Contact Phone Number, Occupancy Limit and number of bedrooms to the on-duty Compliance Officer.

7. The City shall provide the Call Center an updated list of Vacation Rental properties weekly.

8. In the event that the on-duty Compliance Officer does not respond, the Center shall call up to 3 additional Palm Springs Compliance Officers (contact information to be provided by City).

9. The Call Center shall call the primary on-duty Compliance Officer 3 times every 3 minutes. If no response after the 3rd attempt; follow the same procedure for next 3 Compliance Officers, until a response is received.

10. The Contractor shall quickly update contact information from City and maintain contacts on a distribution list.

11. The Resolution note space for each call shall not be less than 150 characters.

12. Call Center shall send via email to the City daily (following morning) and weekly (Monday mornings) recaps in either Excel or CSV format. The Column Headers that the City requires for the Weekly Recap are provided below in Section 4.3.

13. The City of Palm Springs strives to provide its citizens and visitors with excellent customer service. The City requires that the Call Center Agents also provide excellent, professional, and courteous customer service to all callers. Any complaints received by the City about Call Center Agents shall be promptly communicated to the Call Center Management by the City for immediate attention by the Call Center.

14. Call Center system must automatically notify all incoming callers that their call will be recorded for quality assurance purposes. If not, Call Center agents will be required to disclose this to each caller upon answering the Call Center system shall record the time/date stamp of all outbound calls to City Code Compliance Officers

15. Call Center agents may not deviate from the call protocol (script) as established by the City and may not offer opinions or advice on call resolution. Only City of Palm Springs Code Compliance Officers or Vacation Rental Compliance Department Management have authority to provide complaint resolution.

16. Call Center shall be able to receive and answer up to 4 incoming calls at the same time and answer each call within 3 rings.

C. The Contractor will provide a system, processes and database for Contract Summary submissions by our Vacation Rental operators. Records shall be maintained for duration of contract and provided full history of record if at a point contract is ended.

System needs to have ability to receive over 1,000 records a day and the ability to support over 100,000 records and more. The Contract Summary submittal form must be web-based and accessible for operators to access real time to submit forms from a variety of platforms such as desktops, tablets or phone. The Contract Submittal form shall collect data as described below and assign each a unique identifier. Each Submittal must have a process for cancellation or amending. Each record submitted shall provide a summary to person submitting and be available for review by staff and be available on a operator’s profile.

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1. City ID

2. VR Property Address (to be auto filled by data supplied by City, when City ID is entered)

3. VR property owner

4. Arrival and Departure date

5. Contract year

6. Contract number for the year (would like this to be sequentially auto assigned based on past entries and cancellations)

7. Number of guests occupying property

8. Responsible Guest occupying property

9. Representative submitting Contract Submittal form

10. Email address

11. Transient Occupancy Tax Number (TOT)
D. Pursue compliance with unregistered short-term Vacation Rental properties by using the Vendors professionalism and experience by identifying such properties, gathering evidence and communicating to the City by report of findings.

E. Provide educational services and customer support services related to the Vacation Rental Program.

F. Ability to generate Ad-Hoc reports as requested by staff G. Ability to complete compliance audits of Registered Vacation Rental properties.

H. Ability to generate daily, weekly and monthly reports with key analytical information.

I. Ability to assist with dispute resolution
J. Effective communication with the City regarding concerns, issues or trends related to the Vacation Rental Program.

1.2 Reports/Retention/Subcontracting
A. Reports to be Issued:

1. Daily and weekly summaries of calls to the call service hotline, in excel, with logged data, with each data component in different columns:
a. Call#
b. Date
c. Time
d. Caller ID
e. Call Type
f. Caller Name
g. Caller Phone Number
h. Caller Address
i. Violation Address
j. Violation Street
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k. Address in Director
l. Suspended?
m. Complaint
n. Property Access Granted?
o. Call Back needed?
p. On Call Name
q. Time On Call check in w/Resolution
r. Resolution

2. This report can be emailed. Email list will be provided.

3. Weekly report of unregistered activity found with appropriate evidence.

4. Monthly Transient Occupancy Tax reports detailed by each Registered Property. a. Summary Reports
i. Detail by Tax Number or Registration (CITY) ID
b. Revenue Reports
i. Detail by Tax number or Registration (CITY) ID
c. Zero return reports

5. Monthly Contract Summary Reports detailed by each Registered Property.

B. Retention and Access to documents: All working documents, call logs, call recordings and reports must be retained, at the vendors expense, for a minimum of four years after the contract has ended, unless the vendor is notified in writing by the City of Palm Springs of the need to extend the retention period.

C. Subcontracting: No additional subcontracting with the exception of subcontracting agreed to before the award of the contract will be allowed without the express prior written consent by the City of Palm Springs.

D. Technology: The Contractor will work with the city to integrate the Contractor’s software with the City’s newly implemented Energov and Munis software programs.

1.3 Schedule:

Work will begin upon issuance of a Notice to Proceed and continue for a period of 42 months.

1.4 Compensation:

Work will be compensated on a monthly basis at the charges set forth in the contract pricing schedule for the various contract tasks. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly of work completed for the previous month. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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EXHIBIT “B”

INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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INSURANCE

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

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

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

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

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

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

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

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

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

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

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

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

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

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

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

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

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088

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

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

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

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Attachment D
Amendment 1 to Contractual
Services Agreement A9084

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CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:

Company Name:

Company Contact:

Email:

Summary of Services:

Contract Price:

Contract Term:

Public Integrity/ Business
Disclosure Forms:

Contract Administration
Lead Department:

Contract Administrator/ Ext:

Contract Approvals
Council/City Manager Approval Date:

Agreement Number:

Amendment Number:

Contract Compliance
Exhibits:

Insurance:

Routed By:

Bonds:

Business License:

Sole Source Co-Op
Sole Source CoOp Agmt #:

Documents: CoOp Name:

CoOp Pricing:

Submitted on: By:

Contract Abstract Form Rev 8.16.23
Authorized Signers:

Name, Email
(Corporations require 2 signatures)
Short Term Rental Compliance Services with GovOS,,, INC... GovOS Joe Coogan -- Customer Success Manager [email protected] Short Term Rental Compliance Services $$$9222,,,700000000 One Year-- October 111,,, 22200002225 through September 3330000,,, 22200002226 Department of Special Program Compliance Patrick Clifford x83337222 333/////333111/////2220000222222 A90000844 111 YesYesYes YesYesYes YesYesYes Department --
No
Insurance; Original Contract

9...222222...2225 Patrick Clifford
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55575.18100\42913029.1

Page 1 of 4 ends

(BB&K 2024)
AMENDMENT NO. 1 TO THE SHORT-TERM RENTAL COMPLIANCE
SERVICES AGREEMENT A9084 BETWEEN THE CITY PALM SPRINGS

AND GOVOS, INC

1. Parties and Date.

This Amendment No. 1 to the Short-Term Rental Compliance Services agreement is made and entered into as of this 1st day of October 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and GovOS, a Delaware Corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. City and Contractor entered into an agreement titled “Short-Term Rental Compliance Services with GovOS, Inc.” dated March 31, 2022, for the purpose of retaining the services of GovOS, Inc to provide short-term rental compliance services in an amount not to exceed $90,000 per year over the term of the contract and a term of three years and six months. .

2.2 Amendment Purpose. City and Contractor now desire to amend the Agreement to extend services for one year with the term ending September 30, 2026, and increasing the annual compensation to $92,700.

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

3. Terms.

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

3.1 Compensation of Contractor.
“Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total compensation shall not exceed $407,700 over the term of the contract.”
The cost proposal included in Exhibit “A” is hereby deleted in its entirety and replaced by the revised cost proposal herein by reference.

3.2 Amendment. Section 4.4 of the Agreement is hereby amended in its entirety to read as follows:

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

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55575.18100\42913029.1

Page 2 of 4 ends

(BB&K 2024)

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

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

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

3.6 Counterparts. This Amendment No.1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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55575.18100\42913029.1

Page 3 of 4 ends

(BB&K 2024)
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE SHORT-TERM RENTAL COMPLIANCE SERVICES WITH GOVOS, INC BETWEEN THE CITY PALM SPRINGS AND GOVOS, INC.

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

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

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

By: ___________________________ By: __________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – up to $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Docusign Envelope ID: 1668555B-E651-4AE0-81D5-79DD9B7DCA44 9/24/2025 9/23/2025
Docusign Envelope ID: 0A333E7D-AA3A-4893-BAEB-79A22B2C9D9A 9/24/2025

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55575.18100\42913029.1

Page 4 of 4 ends

(BB&K 2024)
ATTACHMENT “A”

REVISED COST PROPOSAL

SHORT TERM RENTAL COMPLIANCE SERVICES
(TERM OCTOBER 1, 2025 – SEPTEMBER 30, 2026)
ITEM DESCRIPTION Unit of Measure TOTAL
1 Short Term Vacation Rental Detection,
Monitoring and Compliance
Monthly $2,060
2 Complaint Hotline Monthly $257.50
3 Automated Online Business License and
Payment System
Monthly $2,703.75
4 Integrated Notification and Delinquency
System
Monthly $0
5 Automated Online TOT Remittance and
Reporting System
Monthly $2,703.75
6 System, processes and database for
Contract Summary submissions by Vacation
Rental operators
Monthly $0
Total $7,725.00
Docusign Envelope ID: 0A333E7D-AA3A-4893-BAEB-79A22B2C9D9A

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Insurance
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ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

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

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

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

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
2/5/2025
(252) 451-9400
25615
GovOS, Inc.
8310 Street N. Capital of Texas Hwy
Building 2, Suite 250
Austin, TX 78731
25674
25623
15642
A 1,000,000
ZLP51N87637 11/8/2024 11/8/2025 300,000
10,000
1,000,000
2,000,000
2,000,000
A 1,000,000
BAA1333518 11/8/2024 11/8/2025
B 10,000,000
CUPA1340626 11/8/2024 11/8/2025 10,000,000
10,000
C
UBA133440A 11/8/2024 11/8/2025 1,000,000 N 1,000,000
1,000,000
D Cyber Tech E&O 01MRCT000037200 11/8/2024 Occ 5,000,000 D Excess Cyber Liab ACX1120924 11/8/2024 11/8/2025 Occ / Agg 5,000,000 (E) Insurer: Associated Industries Insurance Co (NAIC 23140): Excess Cyber policy ACL125636000 eff 11/8/24 to 11/8/25; Occ/Agg $5M (F) Insurer: Texas Insurance Co (NAIC 16543): Excess Cyber policy BFLCYETTX01140002255001 eff 11/8/24 to 11/8/25; Occ/Agg $5M City of Palm Springs
425 North Civic Drive
Palm Springs, CA 92262
GOVOINC-01 JCOLLINSJHA
Oakbridge Insurance Agency
950 Country Club Road
Rocky Mount, NC 27804
Brittany Taylor
[email protected]
The Charter Oak Insurance Company
Travelers Property Casualty Co of America
Phoenix Insurance Company
Underwriters At Lloyd's, London (VI) (NAIC 15642)
X
11/8/2025
X
X
X
X X
X
X
X
Docusign Envelope ID: 0A333E7D-AA3A-4893-BAEB-79A22B2C9D9A

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Kofile Group Holdings, L.P.
6300 Cedar Springs Road
Dallas, TX 75235
Kofile Products, Inc.

GovOS, Inc.

MUNIRevs, Inc.

MUNIRevs, Inc. d/b/a LODGINGRevs
Bizodo, Inc. d/b/a SeamlessDocs
Kofile Shared Services, Inc.

Kofile Management Services, Inc.

Kofile, Inc.

Kofile Services, Inc.

Kofile Software Intermediate Holdings, L.P.

Professional Liability/Technology Services Liability - Each Claim $5,000,000 Media Liability - Each Claim $5,000,000
Privacy/Network Security & Privacy - Each Claim - $5,000,000 Privacy and Network Security Breach Costs $5,000,000
Direct Business Interruption Loss $5,000,000
Cyber Extortion Threat $5,000,000
Contingent Business Interruption Loss $5,000,000
Digital Asset Loss $50,000
Professional Liability/Technology Services Liability Retro Date: 10/30/2009 The City of Palm Springs, its officials, employees, and agents are included under Additional Insureds on a Primary and Non-Contributory basis Waiver of Subrogation on the General Liability and Auto Liability as required by written contract with the Named Insured subject to the terms and conditions of the insurance policy.

The Workers Compensation and Employers Liability provide Waiver of Subrogation in favor of The city of Palm Springs, its elected officials, employees, agents and volunteers as required by written contract with the Named Insured subject to the terms and conditions of the insurance policy and as permitted by law.

Separation of Insureds is excluded under the General Liability in absence of a contract. 2 2
Willis Towers Watson Northeast, Inc.

See Page 1
See Page 1 See Page 1 See Page 1
25 Certificate of Liability Insurance
SR ID: 25146750 BATCH: 3253494 CERT: W31653147
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Original Contract
A9084
Docusign Envelope ID: 0A333E7D-AA3A-4893-BAEB-79A22B2C9D9A

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CONTRACT SERVICES AGREEMENT A#___________
SHORT TERM RENTAL COMPLIANCE SERVICES WITH GovOS, INC.

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

RECITALS
A. City requires the services of a contractor to provide Short Term Rental Compliance Services, (“Service”).

B. Contractor has submitted to City a proposal to provide Short Term Rental Compliance Services, to City under the terms of this Agreement.

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

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

AGREEMENT

1. CONTRACTOR SERVICES

DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088 March 31
A9084
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3. COMPENSATION OF CONTRACTOR

4. PERFORMANCE SCHEDULE

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

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

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

5. COORDINATION OF WORK

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refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

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

Name: Title:

Rob Piskorowski Enterprise Account Executive
Haleigh Lyon CPA Director of Product
Alyssa Arnold Conversion and Customer Success Lead
Kyra Fosnot Director of Support
Orion Olin Account Manager

5.6 California Labor Code Requirements.

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

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

7. INDEMNIFICATION.

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incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

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

9. ENFORCEMENT OF AGREEMENT

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terms of this Agreement are contractual and the result of negotiation between the Parties.

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

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: GovOS, Inc.

Attention: Kevin Lafeber - President
8301 N. Capital of Texas Hwy
Austin, TX 78731

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

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

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

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND GovOS, Inc.

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

CONTRACTOR:

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

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _____________________________ Jeffrey S. Ballinger, Monique Lomeli,
City Attorney Interim City Clerk
APPROVED:

By: _______________________________ Date:

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EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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1.1 Scope:

The Contractor will be required to perform the following tasks:

1. Vacation Rentals. Ability to take calls 24 hours a day, 7 days a week (including holidays).

2. Each call will be recorded, logged, and directed to assigned City of Palm Springs staff.

3. Assign each call its own unique sequential log number.

4. Follow a script (provided by City) and any options if applicable, as a call progresses onto next steps.

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o. Resolution (to be provided by a City Designee either by phone, email or if applicable, portal, after the call has been received and a disposition made)

7. The City shall provide the Call Center an updated list of Vacation Rental properties weekly.

8. In the event that the on-duty Compliance Officer does not respond, the Center shall call up to 3 additional Palm Springs Compliance Officers (contact information to be provided by City).

10. The Contractor shall quickly update contact information from City and maintain contacts on a distribution list.

11. The Resolution note space for each call shall not be less than 150 characters.

16. Call Center shall be able to receive and answer up to 4 incoming calls at the same time and answer each call within 3 rings.

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1. City ID

2. VR Property Address (to be auto filled by data supplied by City, when City ID is entered)

3. VR property owner

4. Arrival and Departure date

5. Contract year

6. Contract number for the year (would like this to be sequentially auto assigned based on past entries and cancellations)

7. Number of guests occupying property

8. Responsible Guest occupying property

9. Representative submitting Contract Submittal form

10. Email address

E. Provide educational services and customer support services related to the Vacation Rental Program.

F. Ability to generate Ad-Hoc reports as requested by staff G. Ability to complete compliance audits of Registered Vacation Rental properties.

H. Ability to generate daily, weekly and monthly reports with key analytical information.

I. Ability to assist with dispute resolution
J. Effective communication with the City regarding concerns, issues or trends related to the Vacation Rental Program.

1.2 Reports/Retention/Subcontracting
A. Reports to be Issued:

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k. Address in Director
l. Suspended?
m. Complaint
n. Property Access Granted?
o. Call Back needed?
p. On Call Name
q. Time On Call check in w/Resolution
r. Resolution

2. This report can be emailed. Email list will be provided.

3. Weekly report of unregistered activity found with appropriate evidence.

5. Monthly Contract Summary Reports detailed by each Registered Property.

D. Technology: The Contractor will work with the city to integrate the Contractor’s software with the City’s newly implemented Energov and Munis software programs.

1.3 Schedule:

Work will begin upon issuance of a Notice to Proceed and continue for a period of 42 months.

1.4 Compensation:

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EXHIBIT “B”

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INSURANCE

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

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

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completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

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

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

DocuSign Envelope ID: 28252B23-84B9-40F6-9108-42ECE309A088 Docusign Envelope ID: 0A333E7D-AA3A-4893-BAEB-79A22B2C9D9A

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Attachment E
Assignment, Assumption and
Consent to Contractual
Services Agreement A9084

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Revised 4.13.23 Page 1 of 2

ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT
(“Assignment”) is made and entered into as of the 5th day of May, 2026, by GovOS, Inc., a Delaware Corporation (“Assignor”), Neumo Tax & Licensing, LLC, A Delaware Limited Liability Company (“Assignee”), and the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under virtue of the laws of the State of California (“City”).

WHEREAS, Assignor and City entered into that certain Short Term Rental Compliance Services agreement dated March 31, 2022, for short term rental compliance services (“Agreement”); and
WHEREAS, Pursuant to 5.3 - Prohibition Against Subcontracting or Assignment of the Agreement, Assignor may not assign the Agreement without the written consent of the City; and WHEREAS, The assignment is needed as Neumo Tax & Licensing, LLC was formed in August 2025 through the acquisition and merger of GovOS, Inc.; and WHEREAS, Assignor desires to assign the Agreement, Assignee agrees to assume the obligations of Assignor pursuant to the Agreement, and City desires to consent to such assignment of the Agreement.

NOW, THEREFORE, in consideration of the premises and their respective best interests, the parties agree as follows:

1. Assignor assigns to Assignee the rights and obligations of Assignor as provided in the Agreement.

2. Assignee accepts the assignment of the Agreement and agrees to assume and perform all covenants and obligations required of Assignor thereunder to the extent, but only to the extent, occurring or accruing from and after the date hereof. Assignee covenants and agrees to indemnify, save, defend and hold harmless Assignor from and against any and all loss, liability, claims, causes of action, demands, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred existing in favor of or asserted by City under the Agreement, or any other person, and which arise out of or relate to causes of action occurring from and after the date hereof. Assignor hereby agrees to indemnify, save, defend and hold harmless Assignee from and against any and all loss, liability, claims, causes of action, demands, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred existing in favor of or asserted by City under the Agreement, or any other person, and which arise out of or relate to causes of action occurring prior to the date hereof.

3. City hereby consents to the assignment by Assignor to Assignee pursuant to the terms hereof and acknowledges that from and after the date hereof, Assignee has assumed all of Docusign Envelope ID: 1102AC4C-F715-8890-8295-4B218127A416

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Revised 4.13.23 Page 2 of 2
Assignor’s obligations with regard to the Agreement.

4. Assignor and City do hereby represent and warrant to Assignee neither party is in default under the Agreement, nor does there exist any matter that, but for the passage of time, would constitute a default under the Agreement.

5. This Assignment may be executed in any number of counterpart copies which together shall constitute one and the same document; and a signed copy of this Assignment sent by a party by fax or email shall be effective and binding on the sending party as if it was an original signed copy of the document.

IN WITNESS WHEREOF, the undersigned have executed this Assignment, Assumption, and Consent Agreement to be effective as of the day and year first above written.

ASSIGNOR: ASSIGNEE:

GovOS, Inc. Neumo Tax & Licensing, LLC
By: By: __
Name: Name: __
Title: Title: __
By: By: __
Name: Name: __
Title: Title: __

CITY:

CITY OF PALM SPRINGS

By:______________________
Name:____________________
City Manager

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk
Docusign Envelope ID: 1102AC4C-F715-8890-8295-4B218127A416 Scott Stiles

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Electronic Record of Contracts
This document was generated as a record of certain contracts created, accepted and stored electronically.

Summary of Contracts
This document contains the following contracts.

Title ID
Ordering Document (City of Palm Springs and Neumo) f6eb0c72-49c2-401f-9043-c05c6e7be9b9 Contract signed by:

David Farrell Signer ID: 67b707c9-3c5e-496e-a391-fa17aa948dea Email: [email protected]
Date / Time: Jun 4, 2026 at 2:29 PM UTC
IP Address: 136.226.52.201
User Agent: Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36 (KHTML, like Gecko) Chrome/148.0.0.0 Safari/537.36 Edg/148.0.0.0
Docusign Envelope ID: 1102AC4C-F715-8890-8295-4B218127A416

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CITY COUNCIL STAFF REPORT
DATE: SEPTEMBER 30, 2026 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 26B205 WITH HTL MECHANICAL, INC., AND CONTRACT SERVICES AGREEMENT NO.
26B206 WITH RIVCO MECHANICAL SERVICES, INC., FOR HEATING,

VENTILATION, AND AIR CONDITIONING (HVAC) REPAIR AND

INSTALLATION SERVICES FOR THE PALM SPRINGS INTERNATIONAL

AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Aviation Department
SUMMARY:

This action will approve two Contract Services Agreements for on-call HVAC repair and installation services for the Palm Springs International Airport (Airport): Agreement No. 26B205 with HTL Mechanical, Inc. in an amount not to exceed $350,000, and Agreement No. 26B206 with Rivco Mechanical Services, Inc., in an amount not to exceed $150,000.

Each agreement will have an initial three-year term to provide HVAC repair and installation services on an as-needed basis.

RECOMMENDATION:
1) Approve Contract Services Agreement No. 26B205 (Attachment A) with HTL Mechanical, Inc., to provide on-call HVAC repair and installation services in an amount not to exceed $350,000 for an initial three-year term commencing on October 1, 2026, and continuing through September 30, 2029, with two one-year extension options upon mutual written agreement of the parties. 2) Approve Contract Services Agreement No. 26B206 (Attachment B) with Rivco Mechanical Services, Inc., to provide on-call HVAC repair and installation services in an amount not to exceed $150,000 for an initial three-year term commencing on October 1, 2026, and continuing through September 30, 2029, with two one-year extension options upon mutual written agreement of the parties. 3) Authorize the City Manager or designee to execute all necessary documents subject to such changes / revisions agreeable to the City Manager and City Attorney.

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City Council Staff Report
September 30, 2026 -- Page 2
Contract Services Agreements for HVAC Repair and Installation Services BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure forms (Attachment C), HTL Mechanical, Inc., and Rivco Mechanical Services, Inc. are registered in the state of California.

BACKGROUND:

In June 2026, the Airport’s on-call HVAC repair services contractor notified Airport staff that they had gone out of business and could no longer provide services. As a result, the Airport required replacement on-call HVAC services to support the Airport’s 157 HVAC systems and related equipment as depicted below in Table 1.

Table 1
Airport HVAC Systems and Equipment Quantity
Chiller Units 2
Cooling Towers 2
Water Circulation Pumps 10
Large Air Handler Units 16
Fan Coil Units 28
Package Units, Rooftop Units (RTUs), Split Systems, Mini-Split, and Multi-Zone Units
37 Variable Air Volume (VAV) Units 25
Boiler Units (Heating) 2
Exhaust Fans 10
Automated Control Panels 10
Motor Control Centers (MCCs) 15
Total HVAC Systems and Equipment 157
The Airport relies on a complex network of HVAC systems to support the passenger terminal, administrative offices, baggage handling areas, passenger boarding bridges, mechanical rooms, and other Airport facilities. These systems require specialized maintenance, emergency repairs, troubleshooting, testing, inspections, replacement, and installation to protect critical Airport infrastructure and support reliable Airport operations.

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City Council Staff Report
September 30, 2026 -- Page 3
Contract Services Agreements for HVAC Repair and Installation Services STAFF ANALYSIS:

An Invitation for Bids (IFB 26-11) was initiated by the City’s Procurement and Contracting Department on July 20, 2026, based on the Department of Aviation specifications, for HVAC Repairs and Installation Services. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. Bids were received by the August 18, 2026, deadline as follows:

Vendor Bid Amount
HTL Mechanical, Inc. – Palm Desert, CA $69,050.00
Rivco Mechanical Services, Inc. – Indio, CA $82,000.00
Allison Mechanical, Inc. – Redlands, CA $91,932.00
F.M. Thomas Air Conditioning – Brea, CA $97,860.00
EMCOR Services, Mesa Energy – Irvine, CA $107,030.00
The agreements with HTL Mechanical, Inc. and Rivco Mechanical Services, Inc. are oncall, as-needed type agreements. The bids were used to determine the lowest, responsive, responsible bidders and to set the unit rates for the contracts; however, the actual amount of the agreements is based on the budgeted amount set by the Department and will therefore not match the bid amounts.

HTL Mechanical, Inc., will be the primary contractor and Rivco Mechanical Services, Inc. will be the secondary. When work is required, Airport Staff will reach out to the primary contract holder first and if they are unable to perform the work, Airport Staff will reach out to the secondary contract holder. Having both a primary and secondary contractor provides operational redundancy and ensures that qualified services remain available if one contractor is unavailable or unable to respond. The contractors will furnish all labor, materials, equipment, supervision, and technical expertise necessary to perform HVAC repair and installation services on an as-needed basis. The unit pricing is fixed for the first year and subject to a CPI increase in the following years.

The Airport operates as a self-sustaining enterprise fund subject to Federal Aviation Administration revenue-use requirements. Separate Airport agreements establish dedicated not-to-exceed amounts for Airport facilities, ensure that Airport work does not draw down the contract capacity available to other City departments, and incorporate Airport-specific security and access requirements. Reliable on-call HVAC services support the Airport's mission of "Moving You with Unforgettable Hospitality" by helping maintain safe, comfortable, and fully functional facilities that contribute to a positive travel experience.

Staff recommend approval of Contract Services Agreement No. 26B205 with HTL Mechanical, Inc., in an amount not to exceed $350,000, and Contract Services Agreement No. 26B206 with Rivco Mechanical Services, Inc., in an amount not to exceed $150,000, to provide on-call HVAC repair and installation services at the Airport for an initial three-year term commencing October 1, 2026, and continuing through September 30, 2029, with two one-year extension options. Unit pricing will remain fixed for the first

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City Council Staff Report
September 30, 2026 -- Page 4
Contract Services Agreements for HVAC Repair and Installation Services year of the Agreements and will be subject to Consumer Price Index (CPI) adjustments in subsequent years in accordance with the terms of the Agreements.

ENVIRONMENTAL ASSESSMENT:

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports the City of Palm Springs’ Strategic Plan Broad Goal of Infrastructure and Facilities, and it also supports the Airport’s 2025-2029 Strategic Plan’s Strategic Priorities for Operational Excellence and Infrastructure.

FISCAL IMPACT:

The amounts of the contracts are based on the budgeted amount set by the Airport and will therefore not match the bid form total amounts.

Funding in the amount of $45,000 is budgeted for the primary contract with HTL Mechanical, Inc., and $30,000 is budgeted for the secondary contract with Rivco Mechanical Services, Inc., in Fiscal Year 2026-27 in the Department of Aviation, Terminal Building Operations Contractual Services Account 4157050-40105. Future amounts will be budgeted in subsequent years.

REVIEWED BY:

Interim Executive Director of Aviation: Victoria Carpenter Procurement and Contracting Manager: Tabitha Richards
City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Contract Services Agreement No. 26B205 – HTL Mechanical, Inc.

B. Contract Services Agreement No. 26B206 – Rivco Mechanical Services, Inc.

C. Public Integrity Disclosure – HTL Mechanical, Inc. & Public Integrity Disclosure – Rivco Mechanical Services, Inc.

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ATTACHMENT A
CONTRACT SERVICES AGREEMENT NO. 26B205
HTL MECHANICAL, INC.

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CONTRACT SERVICES AGREEMENT 26B205

HVAC REPAIRS AND INSTALLATION SERVICES

FOR PALM SPRINGS INTERNATIONAL AIRPORT
This Contract Services Agreement (“Agreement”) is made and entered into on October 1, 2026 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and HTL Mechanical, Inc., a California Corporation, (“Contractor”).

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

RECITALS
A. City requires the services of a HVAC Contractor, for HVAC Repairs and Installation Services at Palm Springs International Airport, (“Project”).

B. Contractor has submitted to City a proposal to provide HVAC Repairs and Installation Services, to City under the terms of this Agreement.

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

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

AGREEMENT

1. SERVICES OF CONTRACTOR

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

1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Solicitation; and (4) the Contractor’s signed, original bid submitted to the City (“Contractor’s Bid”), (collectively referred to as the “Contract Documents”). The City’s Solicitation and the Contractor’s Bid, which are attached

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

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

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

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

2. COMPENSATION

2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of Three Hundred Fifty Thousand Dollars and Zero Cents ($350,000) ("Maximum Contract Amount"), except as may be provided under Section

2.3. The method of compensation shall be as set forth in Exhibit “B.” The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.

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

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

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

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

3. SCHEDULE OF PERFORMANCE

3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years, commencing on the Effective Date, and ending on September 30, 2029, The Parties may mutually extend the term of this Agreement for up to two additional one-year periods (“Option Period(s)”), provided, the Parties do so in writing prior to the expiration of the original term of the then-current Option Period.

However, the term shall not exceed 5 years from the Effective Date, except as otherwise provided in the Schedule of Performance described in Section 3.4 below.

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

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

3.3 Schedule of Performance. Intentionally Omitted.

3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of

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

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

4. COORDINATION OF WORK

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

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

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

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

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

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

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

4.5 California Labor Code Requirements.

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

B. If the Services are being performed as part of an applicable “public works”

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

5. INSURANCE

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

A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. required
x is not required;
(1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either

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

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

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

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

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

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

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

A. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s

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insurance and shall not contribute with it.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. INDEMNIFICATION

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

6.2 Design Contract Services Indemnification and Reimbursement.

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

7. REPORTS AND RECORDS

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

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

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and transcripts from such records.

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

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

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

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

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

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

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

8. ENFORCEMENT OF AGREEMENT

8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of

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California, or any other appropriate court in such County, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

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

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

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

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

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

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

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

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

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

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

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

10. MISCELLANEOUS PROVISIONS

10.1 Patent and Copyright Infringement. Intentionally Omitted .

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

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

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

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

Attention: Hail Wiggins
74894 Lennon Pl., Suite G-1
Palm Desert, CA 92260
Telephone: (760) 449-4712

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

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

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

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

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

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

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

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

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

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

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

CONTRACTOR:

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

APPROVED BY CITY COUNCIL:

Date: _______________ Item No. _______________
APPROVED AS TO FORM: ATTEST:

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

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

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EXHIBIT “A”

SCOPE OF SERVICES

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1.1 Scope:

A. Contractor shall furnish labor, materials, equipment, and supervision to perform HVAC repairs and installation (Work) on an as-requested basis at the Palm Springs International Airport. The scope of Work shall include, but is not limited to repairs, troubleshooting, testing, inspecting, training, replacement, and installation of a wide range of heating, cooling, ventilation, ductwork, and mechanical systems. This may include project estimation and budgeting of work.

Contractor must receive prior written approval from the Airport before assigning more than one (1) trade person per job. On jobs requiring more than three (3) trade persons, Contractor shall be required to designate one (1) employee to perform the duties and responsibilities of Foreman and that person shall receive compensation as such.

C. Correction of work deficiencies: Contractor shall correct work rejected by the Airport as failing to conform to the requirements in the project documents within thirty (30) days. Contractor shall bear the cost of correcting such rejected work, including the costs of uncovering, replacement, and additional testing. If Contractor fails to commence correction of nonconforming work within a seven (7) day period after written notice, the city may correct the deficiencies by other means. In such case, the Airport may exercise rights and remedies as provided in the agreement. In addition to Contractor’s other obligations, the contract shall, for a period of one year after substantial completion, correct work not conforming to the requirements of the work.

D. Compliance with regulations and permits: Contractor shall comply with or exceed all relevant statutes, codes, rules, and regulations as may be applicable to this contract and shall be responsible for securing any and all permits as required by the governing authority. The Airport shall reimburse Contractor for only the actual cost of said permits, excluding Security Access permits and badges required for operations at the Airport.

E. Equipment and supplies: Contractor is to provide, at no additional cost to the Airport, all necessary equipment, hand, and power tools and supplies typically used by the job classification and/or assigned trade person. Mechanical or other equipment used for Work must be of a type that is approved by the industry and shall be operated in such a manner as not to cause danger of any nature to employees or other persons or damage to the building structure, fixtures, furnishings, etc. Airport, at its sole and absolute discretion, may approve to pay for equipment, tools, or materials it determines is not typical of that job classification. Contractor must not store equipment and/or supplies on any Airport property.

F. General safety requirements: Contractor shall be responsible for all safety precautions required in connection with their work, including regulations of the Cal Occupational Safety and Health Administration (Cal/OSHA) and other governing agencies. The Airport reserves the right to oversee all service work from a safety standpoint and require Contractor to take appropriate action to ensure safety and code compliance.

All Work shall be performed to ensure the safe, continuous, and efficient operation of Airport HVAC and mechanical systems.

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Contractor shall acknowledge and have the capability to repair and service all existing HVAC systems and associated equipment at the Airport. This includes, but is not limited to, two (2) chillers, air handling units, and all related HVAC infrastructure.

G. Damages: Necessary precautions shall be taken at all times to protect persons, property and equipment from injury or damage. Any damage shall be reported, reviewed, and discussed with the facility manager.

H. Security :

1. Contractor is responsible for Security Access Badging for all staff necessary to conduct work at the Airport. Contractor is responsible for the Signatory Authority for all SIDA area badges issued to their employees. Contractor is responsible for all costs and fees associated with obtaining, renewing, replacing, and maintaining required security badges and access credentials. Additional information regarding secure access to the Airport can be found here: Badging & AOA Permits - Palm Springs International Airport (PSP) - Palm Springs, California.

2. Any items or articles of apparent value found by the Contractor’s personnel in any areas of the building or site shall be turned over to the facility manager or on-site Security. Any suspicious articles that may be found, or persons loitering or conducting themselves in a manner to arouse suspicion or possibly in need of help, shall be immediately reported to Police
I. Disposal and salvage of waste material: Contractor must dispose of or salvage all waste material generated by its service operations under the contract in an off-site location, in compliance with all applicable laws and regulations. The Airport encourages Contractor to salvage material in an environmentally friendly manner if possible. The Airport retains the right to retain materials or have another party salvage material, at the discretion and direction of the facility manager.

J. Uniforms and face coverings: Contractor shall be required to properly uniform its service personnel, and they shall present a clean and neat appearance at all times.

Day service personnel shall have color-coordinated shirts with company name and/or logo provided by Contractor. Contractor vehicles must display company logo and name. Contractor must abide by the Airport requirements for visiting Airport buildings, including wearing required face coverings.

K. Contractor shall ensure emergency response and mobilization occur within two (2) hours of notification to minimize service disruption.

L. Response time: Contractor shall respond to calls for service as follows:

1. Contractor shall respond to department within 48 hours from the request of work.

2. Request for proposals shall be provided within 7 days from the initial request for planned projects.

3. Contractor shall have sufficient resources to respond to multiple requests for work simultaneously. Dispatching crews to each project which may have overlapping timelines

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1.2 Equipment and Systems
Equipment and systems covered under this Agreement include, but are not limited to, the following:

A. Specialized Mechanical and Hydronic Systems

1. Variable Frequency Drives (VFDs)

2. Open-loop, closed-loop, and flow-through water systems

3. Cooling towers and evaporative cooling systems

4. Chilled water and hot water loops

5. Boilers up to one million BTUs
B. Passenger Boarding Bridge HVAC Systems Contractor shall provide repair services for HVAC systems serving passenger boarding bridges, including:

1. Systems up to 180,000 BTUs

2. Units with up to six (6) scroll compressors

3. Associated ductwork, controls, and electrical systems C. VRF/VRV and Split System Equipment Contractor shall provide diagnostics and repair for:

1. VRF/VRV systems up to 14 zones

2. Mini-split systems

3. Air Handling Units (AHUs) and Fan Coil Units (FCUs)

4. Systems located in confined or restricted-access areas such as attics and crawl spaces
D. Operations, Safety, and Performance Standards : Contractor shall perform all Work in accordance with manufacturer specifications, applicable codes, and industry best practices. The Contractor shall:

1. Prioritize emergency and safety-critical Work

2. Ensure continuous operation of critical Airport systems

3. Minimize operational disruption

4. Maintain system efficiency and reliability

5. Comply with environmental and regulatory requirements

6. Deliver responsive, professional service at all times

1.3 Employee Security Badges – All Employees, Agents, Vendors, Invitees, Etc. of the Contractor, or Subcontractors requiring access to the work site shall, in accordance with the PSP Airport Security Plan, be required to display airport issued identification or be under the escort by properly badged personnel. The Contractor must have a minimum of two staff members badged with a Palm Springs International Airport Photo Badge for the full term of the Agreement. These badges will be identified numerically and issued to individual employees with a permanent record maintained on each individual to whom a badge is issued. At the completion of the contract, all badges will be returned to the Airport, or a charge of $100 per badge (subject to change) will be assessed for all badges not returned. As part of the badge application process, each applicant will be fingerprinted for use in an FBI Criminal Records search. Any person whose criminal record reveals offenses listed by the FAA as disqualifying offenses will be denied a badge and will be prohibited from unescorted access to the project site. All required paperwork and ID

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badge applications shall be submitted a minimum of two weeks before issuance of any badge. The Contractor and its staff are responsible for attending SIDA training and completing security badge application. Attendance of the video-based class and issuance of the badge may take in excess of 4 hours. There will be a $60 charge (subject to change) for the FBI background check and fingerprinting process, and a $65 charge (subject to change) for the badge for a total of $125.00 (subject to change). There will be a $200 charge (subject to change) for lost, stolen, or damaged badges. The Contractor is financially responsible for all badging and fingerprinting fees and training time.

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

1.4 AIRPORT SECURITY
A. Criminal history Records Check (CHRC) and TSA Security Threat Assessment (STA) – The Contractor will be required to submit to the Airport, prior to the commencement of services, an Authorized Signatory Authority Letter authorizing specific Contractor representatives to approve the issuance of Airport issued identification badges and the processing of a fingerprint CHRC and STAs. Electronic links to this letter and the Fingerprint/Badge application can be found on the Airport’s website by clicking on Badging & AOA Permits - Palm Springs International Airport (PSP) - Palm Springs, California.

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

C. Restricted Area Access All Contractor personnel who require unescorted access to the restricted areas of the Airport, prior to the issuance of an Airport Identification Badge, must successfully complete a fingerprint based CHRC and Security Threat Assessment (STA).

In accordance with CFR 49 1542.209, the CHRC must disclose that the applicant has not been convicted, or found not guilty by reason of insanity, of any of the disqualifying crimes listed below or as stated in 49 CFR 1542.209, during the 10 years before the date of the individual’s application for unescorted access authority, or while the individual has unescorted access authority. The disqualifying criminal offenses are as follows :
1) Forgery of certificates, false making of aircraft, and other registration violations; 49 U.S.C. 46306.
2) Interference with air navigation; 49 U.S.C. 46308.
3) Improper transportation of a hazardous material; 49 U.S.C. 46312. 4) Aircraft piracy; 49 U.S.C. 46502.
5) Interference with flight crew members or flight attendants; 49 U.S.C. 46504. 6) Commission of certain crimes aboard aircraft in flight; 46506. 7) Carrying a weapon or explosive aboard aircraft; 49 U.S.C. 46506. 8) Conveying false information and threats; 49 U.S.C. 46507. 9) Aircraft piracy outside the special aircraft jurisdiction of the United States; 49 U.S.C. 46502(b).
10) Lighting violations involving transporting controlled substances; 49 U.S.C. 46315.

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11) Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 49 U.S.C. 46314. 12) Destruction of an aircraft or aircraft facility; 18 U.S.C. 32. 13) Murder.
14) Assault with intent to murder.
15) Espionage.
16) Sedition.
17) Kidnapping or hostage taking.
18) Treason.
19) Rape or aggravated sexual abuse.
20) Unlawful possession, use, sale, distribution, or manufacture of an explosive or weapon.
21) Extortion.
22) Armed or felony unarmed robbery.
23) Distribution of, or intent to distribute, a controlled substance; 24) Felony arson.
25) Felony involving a threat.
26) Felony involving:
i) Willful destruction of property;
ii) Importation or manufacture of a controlled substance; iii) Burglary;
iv) Theft;
v) Dishonesty, fraud, or misrepresentation;
vi) Possession or distribution of stolen property;
vii) Aggravated assault;
viii) Bribery; or
ix) Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year.
27) Violence at international airports; 18 U.S.C. 37.
28) Conspiracy or attempt to commit any of the criminal acts listed.

1.5 Pricing:

A. The pricing included in this Contract shall be firm for the first year.

B. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino-Ontario Areas.

C. The City will only pay for the items listed on the bid form. Contractor must incorporate all of its costs in its unit bid prices, including but not limited to labor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck charges, fuel charges, service call charges, parking, delivery, portal-to-portal charges, environmental fees, shop supplies and consumable incidental materials. The City will

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not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items.

1.6 Bonding:

A. For any Task Order authorized by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement: (1) a Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in any Task Order authorized by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), and in the form attached hereto as Exhibit D which is incorporated herein by this reference; and (2) a Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in any Task Order authorized by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), and in the form attached hereto as Exhibit E which is incorporated herein by this reference.

B. The Payment Bond and Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: PropertyCasualty.

C. Contractor shall deliver, concurrently with City’s approval of any Task Order over Twenty Five Thousand Dollars and 00/100 ($25,000.00), the Payment Bond and Performance Bond, a certified copy of the “Certificate of Authority” of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California.

1.7 Compensation:

The resulting contract for these services is an on-call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a time and material basis.

Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for the actual hours worked at the rates shown in the contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual cost with receipts required with allowable markup as outline in the contract. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document to: [email protected]

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CITY OF PALM SPRINGS, CA

PROCUREMENT AND CONTRACTING DEPARTMENT
INVITATION FOR BIDS 26-11

HVAC REPAIRS AND INSTALLATION SERVICES FOR

PALM SPRINGS INTERNATIONAL AIRPORT
ISSUED: JULY 20, 2026

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TABLE OF CONTENTS
SECTION 1 – NOTICE OF INVITATION FOR BIDS................................................................. 1

1.1 Invitation for Bids....................................................................................................... 1

1.2 Term.......................................................................................................................... 1

1.3 Schedule ................................................................................................................... 1

1.4 Procurement Officer and Delivery Address:............................................................... 1 SECTION 2 – INSTRUCTIONS TO BIDDERS ......................................................................... 2

2.1 Obtaining IFB Documents and Addenda:................................................................... 2

2.2 Pre-Bid Conference:.................................................................................................. 2

2.3 Bidder’s Minimum Requirements:.............................................................................. 2

2.4 Submission of Bids:................................................................................................... 2 SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT ......................................... 4

3.1 Invitation for Clarifications/Questions:........................................................................ 4

3.2 Local Preference: ...................................................................................................... 4

3.3 Bidders Ethical Behavior: .......................................................................................... 4

3.4 Bids to Remain Open: ............................................................................................... 5

3.5 Right to Accept or Reject Bids:.................................................................................. 5

3.6 Responsibility of Bidder:............................................................................................ 5

3.7 Insurance: ................................................................................................................. 5

3.8 Public Record:........................................................................................................... 5

3.9 Cost Related to Bid Preparation: ............................................................................... 6

3.10 Compliance with Law:................................................................................................ 6

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

3.12 Investigations: ........................................................................................................... 6

3.13 Non-Collusion:........................................................................................................... 7

3.14 Signed Bid and Exceptions:....................................................................................... 7

3.15 Award of Contract:..................................................................................................... 7

3.16 Form of Agreement: .................................................................................................. 8 SECTION 4 – SCOPE OF WORK............................................................................................ 9

4.1 Scope: ....................................................................................................................... 9

4.2 Equipments and Systems: .......................................................................................11

4.3 Employee Security Badges . . ..................................................................................... 11

4.4 Airport Security:........................................................................................................ 12

4.5 Pricing:..................................................................................................................... 13

4.6 Compensation:......................................................................................................... 14 SECTION 5 – IFB FORMS.........................................................................................................1 SECTION 6 – SAMPLE AGREEMENTS .................................................................................. 1 ``

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SECTION 1 – NOTICE OF INVITATION FOR BIDS

1.1 Invitation for Bids
The City of Palm Springs is requesting Bids from qualified firms to provide Heating, Ventilation, and Air Conditioning (HVAC) repairs and installation services at Palm Springs International Airport.

1.2 Term
A. Installation Services (Construction) Contract : The initial term of the contract shall be for a period of one (1) year, with four one-year options to renew at the City’s sole discretion.

B. Repair Service Contract : The initial term for the repairs service contract shall be for a period of three (3) years, with two one-year options to renew at the City’s sole discretion.

1.3 Schedule
The following is the schedule for this procurement:

Activity Due/Time
Invitation for Bids Issued July 20, 2026
Pre-Bid Conference July 28, 2026@ 9:00 am PST
Requests for Clarifications from Bidders are
due August 4, 2026 @ 3:00 pm PST
Responses to Requests for Clarification will
be posted via Addendum August 11, 2026
Bids are Due August 18, 2026 @ 2:00pm PST
*Recommendation/Selection (tentative) August 25, 2026
*Projected Date for Award of Contract/ PO September 30, 2026 *Tentative dates. Subject to change

1.4 Procurement Officer and Delivery Address:

Anil Cholakkara
City of Palm Springs – Procurement and Contracting Department City Hall
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Phone: 760.322.8361
Email: [email protected]

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SECTION 2 – INSTRUCTIONS TO BIDDERS

2.1 Obtaining IFB Documents and Addenda:

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

2.2 Pre-Bid Conference:

A Pre-Bid Conference will be held as follows:

Date: Tuesday, July 28, 2026
Time: 9:00 am PST
Location: Virtually. - Interested participants who wish to participate in the Prebid conference will join the Teams meeting as follow:

Join the meeting
Meeting ID: 246 198 607 591 313
Passcode: so7xt3kz
Dial in by phone
+1 872-239-6004,,377226547# United States, Chicago
Phone conference ID: 377 226 547#

2.3 Bidder’s Minimum Requirements:

A. Experience: The Bidder must have had a minimum of three (3) years of experience in HVAC repairs and installation of commercial, institutional and/or industrial facilities (non-residential).

B. Knowledge: The Bidder must have the necessary trained and licensed trade persons necessary to perform the tasks required under this invitation for bid.

C. Business Licenses: Bidders must be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax; Possess any other applicable license required in the performance of these services. All licenses must be maintained during the entire term of the agreement.

2.4 Submission of Bids:

A. Bids must be submitted on the Bid forms supplied in this IFB.

B. Bids will be received via the PlanetBids link provided until the time specified in the schedule.

C. A responsive bid must include a price for all items listed on the bid form.

D. Electronic bids shall be uploaded to the PlanetBids vendor portal at the following link:
https://pbsystem.planetbids.com/portal/47688/portal-home and then selecting the IFB prior to the due date and time.

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E. The receiving time in PlanetBids will be the governing time for acceptability of Bids.

Telegraphic and telephonic Bids will not be accepted. Late Bids will not be accepted by the PlanetBids System.

F. Bids will be submitted electronically in the PlanetBids System. Failure to register as a Bidder to this IFB process per the instructions in the Notice Inviting Requests for Bids (under “Obtaining IFB Documents”) may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a Bid as being non-responsive or negatively impact the evaluation of a bid.

G. Bids submitted may be withdrawn by removing them from the system before the hour set for the opening.

H. The price quoted by the Bidder in their bid shall include any and all applicable sales or use tax levied by the California Revenue and Taxation Code, and shall be exclusive of Federal Excise Taxes pursuant to the exemption of political subdivisions in the "Revenue Act of 1935" or any other acts of Congress.

I. Bidders may submit only one bid in response to this IFB.

J. Bidders shall submit all required forms with the bid.

K. Should discrepancies occur between unit prices and extended amounts the unit prices shall govern where applicable.

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

M. Bids will be publicly opened and read aloud virtually via the following TEAMS meeting:

Date: August 18, 2026
Time: 2:00 pm (PST)
Join the meeting
Meeting ID: 254 920 536 216 440
Passcode: 8Gs328Sw
Dial in by phone
+1 872-239-6004,,386993403# United States, Chicago
Phone conference ID: 386 993 403#
N. The City will post an unaudited tabulation of the Bids on the PlanetBids Portal.

2.5 Bid Protests:

A. Bid Protests shall comply with the Palm Springs Municipal Code Title 7 Procurement and Contracting, https://ecode360.com/42995245.

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SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT

3.1 Invitation for Clarifications/Questions:

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

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

3.2 Local Preference:

A. Pursuant to the City of Palm Springs Local Preference Ordinance 1756, the term “Local Business” is defined as a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or bid opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis and holds a valid business license by a jurisdiction located in the Coachella Valley. “Coachella Valley” is defined as the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the Little San Bernardino Mountains on the east and north. For the purposes of this definition, “Coachella Valley” includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address.

B. The Bidder shall use good faith efforts to sub-contract supplies to local businesses and to sub-contract services to local businesses whose work force resides within the Coachella Valley. The contractor shall submit evidence of such good faith efforts at the time of submission of bids. Good faith efforts may be evaluated by placing advertisements inviting proposals in local newspapers, sending request for proposals to local sub-contractors, or by demonstrating that no local sub-contractors are qualified to perform the services or provide the supplies. Any notice inviting bids which may require the use of sub-contractors shall include notification of this subsection. The City Council or Director may reject as non-responsive the bid of any contractor proposing to use subcontractors that fail to comply with the requirements of this subsection.

C. A local preference will not apply to any solicitations that are funding in part or whole by federal funds.

3.3 Bidders Ethical Behavior:

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

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3.4 Bids to Remain Open:

The Bidder shall guarantee that all contents of their Bid shall be valid for a period of 120 calendar days from the due date of Bids.

3.5 Right to Accept or Reject Bids:

The City of Palm Springs reserves the right to waive any informality or technical defect in a Bid and to accept or reject, in whole or in part, any or all Bids and to cancel all or part of this IFB and seek new Bids, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City. The City also reserves the right to award to the lowest responsive responsible bidder or to reject all bids, as it may best serve the interests of the City. Furthermore, the City reserves the right to reject the Bid of any Bidder who previously failed to perform properly, or complete on time, agreements of a similar nature, or to reject the Bid of a Bidder who is not in a position to perform such an agreement satisfactorily.

3.6 Responsibility of Bidder:

All firms responding to this IFB shall be responsible. If it is found that a firm is nonresponsible (e.g., has not paid taxes, is not a legal entity, submitted an IFB without an authorized signature, falsified any information in the Bid package, etc.), the Bid shall be rejected. In addition, the City reserves the right to make such investigations as it deems necessary to determine the ability of the Bidder to perform the Work and the Bidder shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any Bid if the evidence submitted by or investigation of such Bidder fails to satisfy the City that such Bidder is properly qualified to carry out the obligations in the bid documents and to complete the Work contemplated therein.

3.7 Insurance:

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

3.8 Public Record:

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

B. Although the California Public Records Act (“CPRA”) recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a Bid is a trade secret. If a request is made for information marked “Confidential,” “Trade Secret,” Proprietary,” or any other similar designation, the City will provide the

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party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction.

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

3.9 Cost Related to Bid Preparation:

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

3.10 Compliance with Law:

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

3.11 Licenses, Permits, Fees and Assessments:

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

3.12 Investigations:

The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this IFB to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any Bid if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein.

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3.13 Non-Collusion:

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

3.14 Signed Bid and Exceptions:

Submission of a signed Bid will be interpreted to mean that the firm responding to this IFB has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Invitation for Bids, and any attached sample agreement.

Exceptions to any of the language in either the IFB documents or attached sample agreement, including the insurance requirements, must be requested under the Invitation for clarifications/questions process by the deadline for questions. Any requested changes to the contract will be considered at that time and if changes are allowed, they will be sent out through an Addendum to all Bidders. Exceptions to the City’s IFB document or standard boilerplate language, insurance requirements, terms, or conditions, etc. may only be considered during the early stage of the solicitation process; and shall not be included in the submitted Bids. The City makes no guarantee that any exceptions will be approved but will consider any requests put forward in the Invitation for clarification/question process.

3.15 Award of Contract:

A. Award of Bid: The Bid will be awarded to the lowest responsive and responsible Bidder.

B. Responsibility of a bidder will be determined by the City based on each bidder’s experience and references. The City will be the sole judge with respect to the responsiveness and responsibility of each bidder.

C. Notice of Award: After award of the Bid by the Palm Springs City Council if necessary, a Notice of Award letter and Agreement will be sent to the successful Bidder for execution and return. The successful Bidder shall provide all Certificates of Insurance, Bonds, if required, within fourteen calendar days.

D. It is the City’s intent to award a contract to the firm that can provide all of the scope of work, equipment and services identified in the IFB document. However, the City reserves the right to award a contract, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the bids have been evaluated. The decision of the City Council will be final.

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3.16 Form of Agreement:

The selected bidder will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Contract Services Agreement (see Section 6). Please note that the Exhibits are intentionally not complete in the attached sample standard document.

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

We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled “Conflict of Interest” and “Covenants Against Discrimination” and recommend all firms carefully consider these contractual requirements prior to submitting a Bid in response to this IFB. Firms that submit a Bid in response to this IFB shall certify the following:

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

B. Covenant Against Discrimination. In connection with its performance under this Agreement, Bidder 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”). Bidder 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, Bidder certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Bidder 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 Bidder is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in City contracting.

C. Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. If the lowest responsive responsible Bidder refuses or fails to execute the Agreement, the City may, at its sole discretion, award the Contract to the second lowest responsive responsible Bidder, and so on.

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SECTION 4 – SCOPE OF WORK

4.1 Scope:

B. All work shall be performed by and billed to the lowest applicable job class level. The majority of the Work requested under this contract is to be performed by one (1) trade person per job. All service shall be performed by personnel who are journeyman level (or equivalent according to industry norms) as described by industry standards. Contractor must receive prior written approval from the Airport before assigning more than one (1) trade person per job. On jobs requiring more than three (3) trade persons, Contractor shall be required to designate one (1) employee to perform the duties and responsibilities of Foreman and that person shall receive compensation as such.

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code compliance. All Work shall be performed to ensure the safe, continuous, and efficient operation of Airport HVAC and mechanical systems.

Contractor shall acknowledge and have the capability to repair and service all existing HVAC systems and associated equipment at the Airport. This includes, but is not limited to, two (2) chillers, air handling units, and all related HVAC infrastructure.

H. Security :

2. Any items or articles of apparent value found by the Contractor’s personnel in any areas of the building or site shall be turned over to the facility manager or onsite Security. Any suspicious articles that may be found, or persons loitering or conducting themselves in a manner to arouse suspicion or possibly in need of help, shall be immediately reported to Police
I. Disposal and salvage of waste material: Contractor must dispose of or salvage all waste material generated by its service operations under the contract in an off-site location, in compliance with all applicable laws and regulations. The Airport encourages Contractor to salvage material in an environmentally friendly manner if possible. The Airport retains the right to retain materials or have another party salvage material, at the discretion and direction of the facility manager.

J. Uniforms and face coverings: Contractor shall be required to properly uniform its service personnel, and they shall present a clean and neat appearance at all times.

K. Contractor shall ensure emergency response and mobilization occur within two (2) hours of notification to minimize service disruption.

L. Response time: Contractor shall respond to calls for service as follows:

1. Contractor shall respond to department within 48 hours from the request of work.

2. Request for proposals shall be provided within 7 days from the initial request for planned projects.

3. Contractor shall have sufficient resources to respond to multiple requests for work simultaneously. Dispatching crews to each project which may have overlapping timelines

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Palm Springs City CouncilSeptember 30, 2026

Palm Springs City Council
September 30, 2026