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HomeMy WebLinkAboutAgenda Packet (1of2)CITY OF PALM DESERT PALM DESERT CITY COUNCIL (CC), SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (SA), AND HOUSING AUTHORITY (HA) MEETING (HYBRID MEETING) 73-510 FRED WARING DRIVE PALM DESERT, CA 92260 REGULAR MEETING AGENDA Thursday, June 22, 2023 2:00 p.m. Study Session 3:15 p.m. Closed Session 4:00 p.m. Regular Session Pursuant to Assembly Bill 2449, this meeting may be conducted as a hybrid meeting allowing public access via teleconference or in person, and up to two Councilmembers may participate remotely. WATCH THE MEETING LIVE: Watch the City Council meeting live on the City’s website www.palmdesert.gov, under the “Council Agenda” link at the top of the homepage, or on the City’s YouTube Channel. OPTIONS FOR PARTICIPATING IN THIS MEETING: Attend the meeting in our Council Chamber at the Palm Desert Civic Center, 73-510 Fred Waring Drive, Palm Desert, CA 92260. To participate by email, internet, or phone, please see the detailed instructions on the last page of this agenda. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 2 of 14 3:15 P.M. CLOSED SESSION CALL TO ORDER PUBLIC COMMENT FOR CLOSED SESSION ITEMS ONLY: This time has been set aside for members of the public to address the City Council on items contained only on the Closed Session Agenda within the three-minute time limit. Speakers may attend in person or utilize one of the three options listed on the last page of this agenda. RECESS TO CLOSED SESSION CLOSED SESSION AGENDA A.Closed Session Meeting Minutes: June 8, 2023 B.Conference with Real Property Negotiations pursuant to Government Code Section 54956.8: 1.Property Description: City Properties: 0.16 acre parcel located on Alessandro Alley (APN 627-071-065), 44845 San Clemente Circle (APN 627- 071-070), 44889 San Clemente Circle (APN 627-071-071); and Successor Agency Properties: 44870 San Antonio Circle (APN 627-071-067), 44850 San Antonio Circle (APN 627-071-068), 44887 San Antonio Circle (APN 627-071-069), and 0.42 acre parcel located on San Clemente Circle (APN 627-074-014) Agency: City of Palm Desert and Successor Agency to the Palm Desert Redevelopment Agency City Negotiator: Todd Hileman/Chris Escobedo/Eric Ceja Negotiating Parties: N/A Under Negotiation: Price and Terms 2.Property Description: Vacant parcels at Desert Willow (APN Nos. 620-400-025 and 620-400-026) Agency: Successor Agency to the Redevelopment Agency City Negotiator: Todd Hileman/Chris Escobedo/Eric Ceja Negotiating Parties: City of Palm Desert and Successor Agency to the Redevelopment Agency Under Negotiation: Price and Terms 3.Property Description: 72-880 Highway 111, Palm Desert (APN 640-120-020) Agency: City of Palm Desert City Negotiator: Todd Hileman/Chris Escobedo/Eric Ceja Negotiating Parties: N/A Under Negotiation: Price and Terms AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 3 of 14 C. Conference with Legal Counsel regarding Significant Exposure to Litigation pursuant to Government Code Section 54956.9(d)(2): Two (2) matters that, under the existing circumstances, the City Attorney believes create significant exposure to litigation. 4:00 P.M. REGULAR MEETING RECONVENE REGULAR MEETING ROLL CALL PLEDGE OF ALLEGIANCE: Councilmember Trubee INSPIRATION: Mayor Kathleen Kelly REPORT OF CLOSED SESSION: City Attorney Hargreaves AWARDS, PRESENTATIONS, AND APPOINTMENTS CITY MANAGER COMMENTS A. BLOW SAND MITIGATION UPDATE MAYOR/COUNCILMEMBER REPORTS AND REQUESTS FOR ACTION NONAGENDA PUBLIC COMMENTS: This time has been set aside for the public to address the City Council on issues that are not on the agenda for up to three minutes. Speakers may attend in person or utilize one of the three options listed on the last page of the agenda. Because the Brown Act does not allow the City Council to act on items not listed on the agenda, members may briefly respond or refer the matter to staff for a report and recommendation at a future meeting. 1. CONSENT CALENDAR: All matters listed on the Consent Calendar are considered routine and may be approved by one motion. The public may comment on any items on the Consent Calendar within the three-minute time limit. Individual items may be removed by the City Council for a separate discussion. A. APPROVAL OF CITY COUNCIL, SUCCESSOR AGENCY, AND HOUSING AUTHORITY MINUTES RECOMMENDATION: Approve the Minutes of June 8, 2023. B. APPROVAL OF WARRANTS RECOMMENDATION: Approve warrants issued from June 1 through June 8, 2023. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 4 of 14 C. APPROVE AMENDMENT NO. 1 TO CONTRACT NO. C37370 IN THE AMOUNT OF $175,000 WITH THE COACHELLA VALLEY ECONOMIC PARTNERSHIP FOR OPERATIONS OF THE PALM DESERT IHUB RECOMMENDATION: 1. Approve Amendment No. 1 to Contract No. C37370 in the amount of $175,000 with the Coachella Valley Economic Partnership (CVEP) for operations of the Palm Desert iHUB. 2. Authorize the City Attorney to make non-substantive changes to the agreement. 3. Authorize the City Manager to execute the Amendment. D. APPROVE THE INFORMATION SYSTEMS DEPARTMENT TECHNOLOGY EQUIPMENT PURCHASES IN AN AGGREGATE AMOUNT NOT TO EXCEED $190,000 RECOMMENDATION: Approve the Information Systems Department technology equipment purchases in an aggregate amount not to exceed $190,000 and authorize City Manager to execute agreements. E. APPROVE ANNUAL COMPUTER SOFTWARE AND HARDWARE MAINTENANCE FOR THE LISTED VENDORS IN THE ESTIMATED AMOUNT OF $975,600 AND AUTHORIZE CITY MANAGER TO EXECUTE RENEWAL AGREEMENTS RECOMMENDATION: 1. Approve annual computer software and hardware maintenance costs for the listed vendors in the estimated amount of $975,600. 2. Authorize the City Manager to execute renewal agreements. F. APPROVE A TEMPORARY WAIVER TO PALM DESERT MUNICIPAL CODE SECTIONS 9.58.010 AND 9.58.020 (CONSUMPTION/ POSSESSION OF ALCOHOLIC BEVERAGES ON PUBLIC PROPERTY) FOR THE SALE AND CONSUMPTION OF ALCOHOL AT THE GALEN BUILDING LOCATED AT 72567 HIGHWAY 111 FOR FISCAL YEAR 2023/2024 RECOMMENDATION: 1. Authorize the City Manager to approve up to ten (10) temporary events waivers to Palm Desert Municipal Code Sections 9.58.010 and 9.58.020 (Consumption/Possession of Alcoholic Beverages on Public Property) at the Galen Building (72567 Highway 111) as needed for fiscal year 2023/2024. 2. Authorize the City Manager to execute the California Department of Alcoholic Beverage Control documents or other documents to effectuate the action herein, as required. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 5 of 14 G. APPROVE A TEMPORARY WAIVER TO PALM DESERT MUNICIPAL CODE SECTIONS 9.58.010 AND 9.58.020 (CONSUMPTION/ POSSESSION OF ALCOHOLIC BEVERAGES ON PUBLIC PROPERTY) FOR THE SALE AND CONSUMPTION OF ALCOHOL AT THE HENDERSON BUILDING LOCATED AT 72559 HIGHWAY 111 FOR FISCAL YEAR 2023/2024 RECOMMENDATION: 1. Authorize the City Manager to approve up to five (5) temporary events waivers to Palm Desert Municipal Code Sections 9.58.010 and 9.58.020 (Consumption/Possession of Alcoholic Beverages on Public Property) at the Henderson Building (72559 Highway 111) as needed for fiscal year 2023/2024. 2. Authorize the City Manager to execute the California Department of Alcoholic Beverage Control documents or other documents to effectuate the action herein, as required. H. HOUSING AUTHORITY – AWARD AGREEMENT FOR HVAC MECHANICAL SYSTEMS WITH JOHN HARRISON CONTRACTING, INC., IN AN AMOUNT NOT TO EXCEED $190,000 PLUS CONTINGENCY RECOMMENDATION: 1. Award Agreement for HVAC Mechanical Systems Services with John Harrison Contracting, Inc., for a period of three years, plus two one-year extensions at the Housing Authority residential rental properties, in an amount not to exceed $190,000 annually plus $28,500 for 15% contingency. 2. Authorize RPM Company, the Housing Authority’s contracted management company, to monitor the Agreement and authorize additional services within the contingency amount as determined to be necessary due to emergency actions and/or to proactively respond to the needs of the Properties. 3. Authorize the Executive Director to execute the Agreement and any documents necessary to effectuate the actions taken herewith and amend the terms as may be necessary. I. HOUSING AUTHORITY – ADOPT RESOLUTION ESTABLISHING DATES FOR REGULAR MEETINGS OF THE PALM DESERT HOUSING COMMISSION DURING FY 2023-24 RECOMMENDATION: Adopt Housing Authority Resolution establishing dates for regular meetings of the Palm Desert Housing Commission during FY 2023-24. J. ESTABLISH QUALIFIED VENDOR LIST FOR FISCAL YEAR 2023-24 AND 2024-25 RECOMMENDATION: 1. Approve the Qualified Vendor List for the City of Palm Desert, Successor Agency to the Palm Desert Redevelopment Agency, the Palm Desert Housing Authority, and Desert Willow Golf Resort in accordance with Ordinance No. 1392 (Purchasing Ordinance). 2. Authorize City Manager to approve additional qualified submissions from vendors throughout the fiscal year. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 6 of 14 K. RESOLUTION TO AUTHORIZE THE DESTRUCTION OF OBSOLETE RECORDS FROM THE CITY CLERK AND CITY MANAGER DIVISIONS RECOMMENDATION: Adopt a Resolution authorizing the destruction of obsolete records from the City Clerk and City Manager Divisions pursuant to the California Government Code Section 34090. L. SECOND READING AND ADOPTION OF ORDINANCE NO. 1396 AMENDING CHAPTER 11 (PARKS) AS RELATED TO FACILITY CLASSIFICATIONS AND ALLOWABLE USE RECOMMENDATION: Waive the second reading of the ordinance text in its entirety and read by title only; and adopt Ordinance No. 1396. M. SECOND READING AND ADOPTION OF ORDINANCE NO. 1397 AMENDING TITLE 11 PARKS, CHAPTER 11.01 GENERAL PROVISIONS, PROHIBITING MYLAR BALLOON USE IN CITY PARKS, AND MAKING A FINDING OF EXEMPTION UNDER CEQA RECOMMENDATION: Waive the second reading of the ordinance text in its entirety and read by title only; and adopt Ordinance No. 1397. N. LETTER OF OPPOSITION TO SENATE BILL 584 RECOMMENDATION: Authorize the Mayor to issue a letter of opposition to Senate Bill 584 – Laborforce Housing: Short-Term Rental Tax Law. O. HOUSING AUTHORITY – RATIFICATION OF CONTRACT NO. A45110 WITH DEMO UNLIMITED, INC., IN THE AMOUNT OF $51,683.55 RECOMMENDATION: 1. Ratify the Executive Director’s authorization of Contract A45110 entered with Demo Unlimited, Inc., in the amount of $51,683.55 for the removal of ten carports at One Quail Place pursuant to Section 3.30.160 of the Palm Desert Municipal Code. 2. Appropriate $51,683.55 from the Housing Authority’s Committed Reserve Funds to Account Number 8714195-4331100, Housing Authority Replacement Expenditures. P. APPROVE AMENDMENT NO. 2 TO CONTRACT NO. C37610 WITH WILLDAN FINANCIAL SERVICES FOR COMPREHENSIVE USER FEE STUDY AND COST ALLOCATION PLAN RECOMMENDATION: 1. Approve Amendment No. 2 to Contract No. C37610 with Willdan Financial Services for Comprehensive User Fee Study and Cost Allocation Plan. 2. Authorize the City Manager or designee to review and approve written contract amendment and change order requests for unanticipated conditions in an additional amount not to exceed $15,000. 3. Authorize the City Manager to execute the subject amendment. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 7 of 14 Q. AWARD CONTRACT NO. C45010 IN THE AMOUNT OF $325,509 TO MLC CONSTRUCTORS, INC., OF CORONA, CALIFORNIA, FOR THE 2022-2023 BRIDGE PREVENTATIVE MAINTENANCE PROGRAM (PROJECT NO. P 759-23/MFA00007) RECOMMENDATION: 1. Award Contract No. C45010 in the amount of $325,509 to MLC Constructors, Inc., of Corona, California, for the 2022-2023 Bridge Preventative Maintenance Program. 2. Authorize the Director of Finance to set aside a 10% contingency in the amount of $32,551. 3. Authorize the City Manager to review and approve written requests for the use of contingency for unanticipated conditions, per Section 3.30.170 Section A of Ordinance No. 1392. 4. Authorize City Manager or designee to review and approve written contract amendment requests up to the contingency amount. 5. Authorize the City Manager or designee to execute the Agreement and the City Attorney to make non-substantive changes to the contract. R. AWARD CONTRACT NO. C45210 IN THE AMOUNT OF $195,844 TO UNITED STORM WATER, INC., FOR THE FY 2022/23 CATCH BASIN AND DRAIN CLEANING PROJECT (PROJECT NO. 501-23/CDR00002) RECOMMENDATION: 1. Award Contract No. C45210 in the amount of $195,844 to United Storm Water, Inc., of City of Industry, California, for the FY 2022/23 Catch Basin and Drain Cleaning Project. 2. Authorize the Director of Finance to set aside a 10% contingency in the amount of $19,585. 3. Authorize the City Manager to review and approve written requests for the use of contingency for unanticipated conditions, per Section 3.30.170 Section A of Ordinance No. 1392. 4. Authorize City Manager or designee to review and approve written contract amendment requests up to the contingency amount. 5. Authorize the City Manager to execute the Agreement and the City Attorney to make any non-substantive changes to the contract. S. APPROVE A ONE (1) YEAR EXTENSION TO THE CONTRACT BETWEEN THE CITY OF PALM DESERT AND CIRCUIT TRANSIT, INC., TO PROVIDE EL PASEO COURTESY CART SERVICES FOR FISCAL YEAR 2023/24 RECOMMENDATION: 1. Approve Amendment No. 1 to Contract No. C43540 with Circuit Transit, Inc., in an amount not to exceed $204,500, including regularly scheduled, special events and flex hours for the operation of the El Paseo Courtesy Cart Program during Fiscal Year 2023/24. 2. Authorize the City Manager to execute said contract and allow the City Attorney to make non-substantive changes. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 8 of 14 T. APPOINT AND REAPPOINT APPLICANTS TO THE CITY OF PALM DESERT’S ESTABLISHED BOARDS, COMMISSIONS, COMMITTEES, AND TASKFORCES RECOMMENDATION: Appoint/Reappoint individuals to serve on the City of Palm Desert’s appointed bodies as outlined in the staff report. U. ACCEPT GRANT FROM COACHELLA VALLEY MOUNTAINS CONSERVANCY CLIMATE RESILIENCE & COMMUNITY ACCESS PROGRAM IN THE AMOUNT OF $300,000 (PROJECT NO. CPK00002) RECOMMENDATION: 1. Accept grant from Coachella Valley Mountains Conservancy Climate Resilience & Community Access program in the amount of $300,000 for the North Sphere Regional Park Improvements Project. 2. Authorize the City Manager to execute the agreement and all other documents associated with this grant. V. EXTEND PALM DESERT AQUATIC CENTER MARKETING SERVICES CONTRACT WITH FG CREATIVE RECOMMENDATION: 1. Authorize the first of two possible one-year extension options of Contract No. A43790 with FG Creative for Palm Desert Aquatic Center Marketing Services. 2. Authorize the City Attorney to make non-substantive changes to the Contract and the City Manager to execute the Contract on behalf of the City. W. CITY COUNCIL AND SUCCESSOR AGENCY – ADOPT A RESOLUTION DECLARING EIGHT (8) CITY OF PALM DESERT OWNED PARCELS AND A RESOLUTION DECLARING SEVEN (7) PALM DESERT SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OWNED PARCELS LOCATED ON DESERT WILLOW DRIVE SURPLUS LAND AND AUTHORIZE STAFF TO RELEASE A NOTICE OF AVAILABILITY FOR THE SALE OF THE FIFTEEN (15) PARCELS RECOMMENDATION: 1. Adopt a Resolution declaring City of Palm Desert owned properties located on Desert Willow Drive with Assessor’s Parcel Numbers (APN) 620-370-002 (.20 acres), 620-370- 003 (.20 acres), 620-370-004 (1.56 acres), 620-370-017 (.69 acres), 620-370-018 (1.02 acres), 620-370-020 (3.61 acres), 620-370-033 (.94 acres), 620-370-043 (2.92 acres) surplus for the purposes of the Surplus Land Act (SLA). 2. Adopt a Resolution declaring Palm Desert Successor Agency to the Redevelopment Agency (SARDA) properties located on Desert Willow Drive with APNs 620-450-012 (16.91 acres), 620-450-013 (1.37 acres), 620-450-014 (.45 acres), 620-450-016 (.85 acres), 620-450-017 (.19 acres), 620-450-018 (.67 acres), 620-450-020 (13.67 acres) surplus for the purposes of the SLA. 3. Authorize staff to release a Notice of Availability for the sale of the fifteen (15) properties as a single unit. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 9 of 14 X. APPROVE A THIRD AMENDMENT TO THE AGREEMENT FOR LAW ENFORCEMENT SERVICES BETWEEN THE CITY OF PALM DESERT AND THE COUNTY OF RIVERSIDE FOR THE ADDITION OF A SCHOOL RESOURCE OFFICER RECOMMENDATION: Approve a third amendment to the agreement for law enforcement services between the City of Palm Desert and the County of Riverside for the addition of a school resource officer at Palm Desert Charter Middle school and authorize the Mayor to execute the amendment. CONSENT ITEMS HELD OVER: Items removed from the Consent Calendar for separate discussion are considered at this time. 2. ACTION CALENDAR: A. APPROVE OUTSIDE AGENCY FUNDING FOR FISCAL YEAR 2023-24 RECOMMENDATION: 1. Approve the award of Outside Agency Funding in the amount of $183,450 to the agencies listed herein with associated restrictions and conditions, including confirmation of event prior to distribution, if applicable. 2. Authorize the Finance Director to consider alternative requests during the year provided the request is consistent with the original request. 3. Pending approval of the FY 2023-24 City of Palm Desert Financial Plan, authorize the City Manager to execute any documents necessary to effectuate the actions taken herewith. B. PROVIDE STAFF DIRECTION TO PROCEED WITH ALTERNATIVE DESIGN OPTIONS FOR LUPINE PLAZA PROJECT (PROJECT NO. CST00015) RECOMMENDATION: 1. Provide staff direction to proceed with Design Option No. 1 from the conceptual design study prepared by M.I.G. for improvements to Lupine Lane and to prepare the necessary construction drawings, California Environmental Quality Act analysis, engineering services, and all other services associated with the final design and construction of a permanent Lupine Plaza. 2. Authorize the City Manager to sign and make necessary changes and amendments to the contract with Interwest Consulting Group, Inc. (“Interwest”) to reflect changes to the project scope. 3. Authorize Director of Finance to reduce budget allocation to desired Option amount for the project. C. REQUEST FOR DIRECTION REGARDING THE PALM DESERT LIBRARY RECOMMENDATION: Provide staff direction regarding the Palm Desert Library. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 10 of 14 D. CITY COUNCIL AND HOUSING AUTHORITY - JOINT CONSIDERATION FOR APPROVAL OF ACTIONS RELATED TO THE CONVEYANCE OF THE PARCELS IDENTIFIED AS APN 694-120-028 AND A PORTION OF 694-120-029 AND APPROVING TWO LOAN IN THE AMOUNTS OF $3,425,000 AND $3,330,000 RESPECTIVELY FROM THE CITY AND FROM THE AUTHORITY’S LOW AND MODERATE INCOME HOUSING ASSET FUND FOR THE ACQUISITION AND CONSTRUCTION OF 239 AFFORDABLE HOUSING UNITS AND 2 MANAGER’S UNITS PURSUANT TO AN AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT RECOMMENDATION: Adopt a City Resolution and Authority Resolution: 1. Approving the conveyance by the City of Palm Desert (“City”) of a 10-acre parcel identified as APN 694-120-028 and a 0.49-acre parcel identified as a portion of APN 694-120-029 (collectively, the “Property”) and approving two loans in the amounts of $3,425,000 and $3,330,000 respectively from the City and the Authority’s Low and Moderate Income Housing Asset Fund (“Housing Fund”) to Palm Companies, LLC, (“Developer”) pursuant to an Amended and Restated Disposition, Development and Loan Agreement, substantially in the form attached hereto (“Amended and Restated DDLA”) and its exhibits, for the purchase of the Property and construction of 239 affordable housing units and two manager units in one phase (“Project”). 2. Authorizing the City to make a purchase money loan to the Developer for the purchase price of the Property ($3,425,000), to be repaid from a percentage of residual receipts (i.e., net income) from the Project over the term of the loan, with any accrued interest and unpaid principal coming due 55 years from the completion of the Project, with such loan being secured by a subordinate deed of trust on the Project. 3. Authorizing the Director of Finance to appropriate $3,330,000 from Unobligated Housing Fund balance to the appropriate budget line item(s). 4. Authorizing City/Authority, Mayor/Chairman, staff, and legal counsel to execute and record agreements and documents as described in the Amended and Restated DDLA, or which are otherwise deemed necessary or proper to effectuate the City Council and Authority resolutions, including the conveyance of the Property, the Authority’s funding commitment and related actions for the Project as set forth in the Amended and Restated DDLA. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 11 of 14 3. PUBLIC HEARINGS A. APPROVE RESOLUTION ADOPTING THE REPORT PROPOSING TO HAVE SOLID WASTE SERVICE CHARGES COLLECTED ON THE PROPERTY TAX ROLL FOR FISCAL YEAR 2023/2024 AND DIRECT THE CITY CLERK TO FILE SAID REPORT WITH THE RIVERSIDE COUNTY AUDITOR CONTROLLER TO PLACE SAID CHARGES ON THE TAX ROLL RECOMMENDATION: 1. Conduct a public hearing to receive public comment related to the collection of solid waste charges for single-family residences for FY 2023/2024 on the County of Riverside’s property tax roll. 2. If no majority protest is filed, adopt Resolution adopting the report proposing to have solid waste service charges collected on the property tax roll for Fiscal Year 2023/2024 and direct the City Clerk to file said report with the Riverside County Auditor Controller to place said charges on the tax roll. B. CITY AND HOUSING AUTHORITY – APPROVAL OF RESOLUTIONS RELATED TO THE ADOPTION OF THE FISCAL YEAR 2023/2024 FINANCIAL PLAN AND CAPITAL IMPROVEMENT PROGRAM RECOMMENDATION: 1. Conduct a Joint Public Hearing and accept public comment on the proposed City and Housing Authority Financial Plan including the Capital Improvement Program. 2. Adopt Resolution Approving the Financial Plan and Capital Improvement Program (CIP) for the Fiscal Year July 1, 2023, through June 30, 2024, and authorizing the use of General Fund reserves, to the extent needed, to cover any revenue shortfall. 3. Adopt Resolution Establishing the Appropriations Limit for the Fiscal Year 2023-2024. 4. Adopt Resolution Approving the Palm Desert Housing Authority Financial Plan for the Fiscal Year July 1, 2023, through June 30, 2024. 5. Adopt Resolution Approving the Staffing Allocation and Salaries Resolution, setting the FY 2023-2024 Salary Schedules, Salary Ranges and Allocated Classifications. 6. Approve Out-of-State Travel as listed in attached memorandum. C. ADOPT AMENDMENT TO ANNUAL ACTION PLAN FOR FISCAL YEAR 2021-22 COMMUNITY DEVELOPMENT BLOCK GRANT RECOMMENDATION: 1. Conduct a Joint Public Hearing and accept public comment on the proposed City and Housing Authority Financial Plan including the Capital Improvement Program. 2. Adopt Resolution Approving the Financial Plan and Capital Improvement Program (CIP) for the Fiscal Year July 1, 2023, through June 30, 2024, and authorizing the use of General Fund reserves, to the extent needed, to cover any revenue shortfall. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 12 of 14 D. APPROVE FY 2023/24-2028/29 FIVE-YEAR CONSOLIDATED PLAN, ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING, FY 2023/24 ANNUAL ACTION PLAN, AND FUNDING AWARD RECOMMENDATIONS RECOMMENDATION: 1. Conduct a public hearing and accept public comment related to the FY 2023/24 - 2028/29 Community Development Block Grant (“CDBG”) Program and related items. 2. Approve the City’s FY 2023/24-2028/29 Consolidated Plan, Analysis of Impediments to Fair Housing, and 2023/24 CDBG Annual Action Plan and subrecipient funding allocation as recommended by the Outside Agency Committee and authorize staff to submit to Housing and Urban Development. 3. Authorize the City Manager to execute any documents and/or amendments necessary to effectuate the actions taken herewith. E. APPROVE THE ENGINEER’S REPORT FOR, AND THE LEVY AND COLLECTION OF, ANNUAL ASSESSMENTS WITHIN CONSOLIDATED PALM DESERT LANDSCAPING AND LIGHTING DISTRICT NO. 1 FOR FISCAL YEAR 2023-24 RECOMMENDATION: 1. Conduct the public hearing and receive public testimony. 2. Adopt resolution granting final approval of the 2023-24 Engineer’s Report for Consolidated Palm Desert Landscaping and Lighting District No. 1. 3. Adopt resolution ordering the levy and collection of annual assessments in Consolidated Palm Desert Landscaping and Lighting District No. 1 for Fiscal Year 2023-24. F. APPROVE THE ENGINEER’S REPORT, ORDER THE LEVY AND COLLECTION OF ASSESSMENTS IN THE CITY OF PALM DESERT BENEFIT ASSESSMENT DISTRICT NO. 1 FOR FISCAL YEAR 2023-24 RECOMMENDATION: 1. Conduct the public hearing and receive public testimony. 2. Adopt resolution granting final approval of the Engineer’s Report and order the levy and collection of annual assessments in the City of Palm Desert Benefit Assessment District No. 1 for Fiscal Year 2023-24, pursuant to the provisions of The Benefit Assessment Act of 1982. G. APPROVE THE MANAGEMENT DISTRICT PLAN AND ORDER THE LEVY AND COLLECTION OF ASSESSMENTS WITHIN THE PRESIDENT’S PLAZA I PROPERTY AND BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2023/24 RECOMMENDATION: 1. Adopt a resolution approving the Management District Plan for the President’s Plaza I Property and Business Improvement District for Fiscal Year 2023/24. 2. Adopt a resolution ordering the levy and collection of annual assessments within the President’s Plaza I Property and Business Improvement District for Fiscal Year 2023/24. AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 13 of 14 H. APPROVE THE MANAGEMENT DISTRICT PLAN AND ORDER THE LEVY AND COLLECTION OF ASSESSMENTS WITHIN THE PRESIDENT’S PLAZA III PROPERTY AND BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2023/24 RECOMMENDATION: 1. Adopt a resolution approving the Management District Plan for the President’s Plaza III Property and Business Improvement District for Fiscal Year 2023/24. 2. Adopt a resolution ordering the levy and collection of annual assessments within the President’s Plaza III Property and Business Improvement District for Fiscal Year 2023/24. 4. INFORMATION ITEMS None. ADJOURNMENT AGENDA Thursday, June 22, 2023 City Council, Successor Agency to the Palm Desert Redevelopment Agency, and Housing Authority Meeting Page 14 of 14 THREE OPTIONS FOR PARTICIPATING IN THE MEETING If unable to attend the meeting in person, you may choose from the following options: OPTION 1: VIA E-MAIL Send your comments by email to: CouncilMeetingComments@palmdesert.gov. E-mails received prior to 10:00 a.m. on the day of the City Council meeting will be made part of the record and distributed to the City Council. Emails will not be read aloud at the meeting. OPTION 2: LIVE VIA ZOOM 1. Access via www.palmdesert.gov/zoom and click “Launch Meeting,” or 2. Access www.zoom.us, click “Join Meeting” and enter Webinar ID 833 6744 9572. OPTION 3: LIVE VIA TELEPHONE 1. Dial any of the following: (669) 900-9128 or (213) 338-8477 or (669) 219-2599. 2. Enter the Meeting ID: 833 6744 9572 followed by #. 3. Indicate that you are a participant by pressing # to continue. 4. During the meeting, press *9 to add yourself to the queue and wait for the Mayor or City Clerk to announce your name/phone number. Press *6 to unmute your line and limit your comments to three minutes. ___________________________________________________________________________ PUBLIC NOTICES Agenda Related Materials: Pursuant to Government Code §54957.5(b)(2) the designated office for inspection of records in connection with this meeting is the Office of the City Clerk, Palm Desert Civic Center, 73-510 Fred Waring Drive, Palm Desert. Staff reports for all agenda items considered in open session, and documents provided to a majority of the legislative bodies are available for public inspection at City Hall and on the City’s website at www.palmdesert.gov by clicking “Council Agenda” at the top of the page. Americans with Disabilities Act: It is the intention of the City of Palm Desert to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a participant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the city will attempt to accommodate you in every reasonable manner. Please contact the Office of the City Clerk, (760) 346-0611, at least 48 hours prior to the meeting to inform us of your needs and to determine if accommodation is feasible. ___________________________________________________________________________ AFFIDAVIT OF POSTING I, Níamh M. Ortega, Assistant City Clerk of the City of Palm Desert, do hereby certify, under penalty of perjury under the laws of the State of California, that the foregoing agenda for the Palm Desert City Council, Successor Agency for the Palm Desert Redevelopment Agency, and Housing Authority, was posted on the City Hall bulletin board and City website www.palmdesert.gov no less than 72 hours prior to the meeting. /S/ Níamh M. Ortega Assistant City Clerk Thursday, June 8, 2023 Minutes of the Regular Meeting of the Palm Desert City Council (CC), Successor Agency to the Palm Desert Redevelopment Agency (SARDA), and Housing Authority (HA) Pursuant to Assembly Bill 2449, this meeting was conducted by teleconference and there was in-person public access to the meeting location. STUDY SESSION: A Study Session was called to order by Mayor Kelly on Thursday, June 8, 2023, at 2:15 p.m. in the Council Chamber, City Hall, located at 73-510 Fred Waring Drive, Palm Desert, California. All members of the City Council were present. The City Council received informational presentations regarding the use of de minimis provisions for the Invest Palm Desert Economic Development Program, and the Fred Waring Pavement Rehabilitation. The City Council took no formal actions on these topics. The City Council recessed at 2:39 p.m. and reconvened to call the regular meeting to order at 3:00 p.m. CALL TO ORDER: A Regular Meeting of the Palm Desert City Council was called to order by Mayor Kelly on Thursday, June 8, 2023, at 3:00 p.m. in the Council Chamber, City Hall, located at 73-510 Fred Waring Drive, Palm Desert, California. RECESS TO CLOSED SESSION: There being no member of the public wishing to speak on any closed session items, the City Council recessed to Closed Session and reconvened at 4:00 p.m. ROLL CALL: Present: Councilmembers Jan Harnik, Gina Nestande, Karina Quintanilla, and Evan Trubee; and Mayor Kathleen Kelly. Absent: None. PLEDGE OF ALLEGIANCE: Shae Faulkner, Vice President of Family YMCA of the Desert Delegation of Youth and Government, led the Pledge of Allegiance. Item 1A-1 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 2 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES INSPIRATION/INVOCATION: Councilmember Trubee offered words of inspiration. REPORT OF CLOSED SESSION: Assistant City Attorney Shah announced that relative to Closed Session Item B1, the City Council gave unanimous direction to staff to finalize the proposed land swap agreement. No other reportable actions were taken. PRESENTATIONS: A. PROCLAMATION – POLLINATOR WEEK Mayor Kelly announced a proclamation had been issued recognizing the week of June 19, 2023, as Pollinator Week and encouraged residents to include pollinator- friendly plants in their landscaping where possible, and to visit the City’s butterfly garden at the Civic Center Park. B.PRESENTATION – STATE OF THE Y Family YMCA of the Desert CEO Paula Simonds provided an update relative to the operations and successes of the YMCA and responded to City Council inquiries. CITY MANAGER'S COMMENTS: A.SOCIAL SERVICES COORDINATOR UPDATE Social Services Coordinator Austin provided an update on the Homeless Services Assessment, the Homelessness Taskforce work plan and priorities, the City’s expanded web presence, and outreach efforts. MAYOR/COUNCILMEMBER REPORTS AND REQUESTS FOR ACTION: Mayor Pro Tem Quintanilla congratulated Coachella Valley Economic Partnership (CVEP) President Joe Wallace on his recognition as one of the 50 most influential people in the Coachella Valley. Councilmember Harnik announced Coachella Valley Association of Governments (CVAG) completed Phase I of the Coachella Valley Signal Synchronization Project which will improve traffic circulation valley wide. Councilmember Nestande requested City staff provide an update at the CVAG Environmental and Energy Committee meeting regarding the City’s efforts to increase EV charging stations in Palm Desert. Item 1A-2 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 3 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES NON­AGENDA PUBLIC COMMENTS: Brad Anderson, spoke in opposition to the City Council utilizing the provisions of AB 2449 to remote participate in meetings; voiced concerns regarding the mosquito control practices by the Coachella Valley Mosquito and Vector Control District. Larissa De La Torre, representing 18th District, introduced herself on behalf of State Senator Padilla. Ruben Perez, representing the 36th District, introduced himself on behalf of Assemblymember Garcia and provided an update on various assembly bills. Dorian, Palm Desert resident, urged the City Council to take action to improve public transit options for residents and to eliminate public transit fares. 1. CONSENT CALENDAR: MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to approve the consent calendar with the exception of Item 1P which was removed for separate consideration. A. APPROVAL OF CITY COUNCIL, SUCCESSOR AGENCY, AND HOUSING AUTHORITY MINUTES MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to approve the Minutes of May 11, 2023. B. APPROVAL OF WARRANTS MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to approve warrants issued for the period of January 12 through January 23, 2023, and May 10 to May 25, 2023. C. ADOPT RESOLUTION NO. 2023­013 APPROVING THE FISCAL YEAR 2023/24 PROJECT LIST TO BE FUNDED BY SENATE BILL 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to adopt Resolution No. 2023-013 approving the Fiscal Year 2023/24 Project List to be funded by Senate Bill 1: The Road Repair and Accountability Act. Item 1A-3 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 4 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES D. AUTHORIZE THE CITY MANAGER TO APPROVE CONTRACT NO. C45400 FOR THE PURCHASE OF 160,000 POUNDS OF GRASS SEED FROM THE LOWEST RESPONSIBLE BIDDER FOR FISCAL YEAR 2023/24 (PROJECT NO. MLS00021) MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Authorize the City Manager to approve Contract No. C45400 for the purchase of 160,000 pounds of grass seed from the lowest responsible bidder for Fiscal Year 2023/24 (Project No. MLS00021). 2. Authorize the City Manager to execute the agreement. E. RATIFY CONTRACT NOS. A43310, A43790, AND A44230 FOR MARKETING SERVICES WITH FG CREATIVE IN THE COMBINED AMOUNT OF $62,500 MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to ratify Contract Nos. A43310, A43790, and A44230 with FG Creative for miscellaneous marketing services related to Economic Development programs. F. APPROVE USA TODAY’S WINE & FOOD EXPERIENCE AT CIVIC CENTER PARK MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Approve USA Today’s Wine & Food Experience at Civic Center Park on Saturday, September 9, 2023. 2. Temporarily waive the following Palm Desert Municipal Code sections: a. 11.01.20 (Hours of Use in City Parks) b. 11.01.140 (Amplified Sound in City Parks) c. 11.01.080 O (Placement of Advertising Signage in City Parks) d. 11.01.080 Q (Vendor Sales in City Parks) e. 11.01.080 W (Possession/Consumption of Alcohol in City Parks) pursuant to PDMC 9.58.040 G. RECEIVE AND FILE A LETTER OF SUPPORT FOR THE DESERT CANCER FOUNDATIONS FUND REQUEST TO THE DESERT HEALTHCARE DISTRICT MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to receive and file the letter of support for the Desert Cancer Foundation’s funding request to the Desert Healthcare District. Item 1A-4 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 5 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES H. RECEIVE AND FILE A LETTER OF SUPPORT FOR THE IMPERIAL IRRIGATION DISTRICT AND COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS APPLICATION TO THE USDA FOREST SERVICE URBAN AND COMMUNITY FORESTRY INFLATION REDUCTION ACT GRANT PROGRAM MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to receive and file the letter of support for the Imperial Irrigation District and Coachella Valley Association of Governments application to the USDA Forest Service and Community Forestry Inflation Reduction Act Grant Program. I. APPROVE COMMUNITY DEVELOPMENT BLOCK GRANT JOINT RECIPIENT COOPERATIVE AGREEMENT NO. C45410 WITH THE COUNTY OF RIVERSIDE FOR FISCAL YEARS 2024­25, 2025­26, AND 2026­27 MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Authorize participation in the County of Riverside’s Urban County Program for Fiscal Years 2024-25, 2025-26, and 2026-27. 2. Authorize the City Attorney to finalize the Joint Recipient Cooperation Agreement with the County of Riverside. 3. Authorize the City Manager to execute the Joint Recipient Cooperation Agreement with the County of Riverside allowing the City to participate in the Urban County Program and take any other actions necessary to effectuate the action taken herewith. J. APPROVE CHANGE ORDER NO. 1 TO CONTRACT NO. A43960 WITH HORIZON LIGHTING, INC. OF INDIO, CALIFORNIA, FOR ELECTRICAL AND LIGHTING SERVICES AT CITY­OWNED FIRE FACILITIES IN THE AMOUNT OF $35,000 IN FISCAL YEAR 2022/2023 MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Award Approve Change Order No. 1 to Contract No. A43960 with Horizon Lighting, Inc. of Indio, California, for Electrical and Lighting Services for City- Owned Fire Facilities in the amount of $35,000 in Fiscal Year 2022/2023. 2. Authorize the Finance Department to transfer $35,000 from Fire Fund Account No. 2304220-4400100, Capital Projects to Fire Fund Account No. 2304220- 4331000, R/M Buildings. 3. Authorize the City Manager or designee to execute said Change Order No. 1. Item 1A-5 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 6 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES K. RECEIVE AND FILE REPORT ON UNIVERSITY PARK INVESTORS’ REQUEST TO ISSUE NEXT SERIES OF BONDS FOR THE CITY OF PALM DESERT COMMUNITY FACILITIES DISTRICT NO. 2021­1 (UNIVERSITY PARK) MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to receive and file report on University Park Investors’ Request to issue next series of bonds for the City of Palm Desert Community Facilities District No. 2021-1 (University Park). L. REQUEST MAYOR KATHLEEN KELLY TO SIGN THE NATIONAL WILDLIFE FEDERATION’S MAYORS’ MONARCH PLEDGE TO RENEW THE CITY’S EFFORTS TO PROTECT AND ENHANCE THE POLLINATOR POPULATION MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Adopt a Resolution authorizing the City of Palm Desert to enter into the National Wildlife Federation’s Mayors’ Monarch Pledge and issue a proclamation on the City’s Monarch Day Pledge. 2. Authorize staff to work in collaboration with the Living Desert Zoo and Gardens and University of California, Riverside (UCR) Palm Desert Center to carry out the three specific actions listed below within the next year: a. Issue a Proclamation to raise awareness about the decline of the monarch butterfly and the species’ need for habitat. b. Increase the area of pollinator-friendly demonstration garden at Civic Center Park. c. Support milkweed propagation by planting milkweed at various City parks and medians, where advisable. M. RECEIVE AND FILE THE MONTHLY INVESTMENT REPORT, GENERAL FUND, PARKVIEW OFFICE COMPLEX, AND DESERT WILLOW GOLF RESORT FINANCIAL REPORTS, FOR THE MONTHS OF MARCH AND APRIL 2023 MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to receive and file the monthly Investment Report, General Fund, Parkview Office Complex, and Desert Willow Golf Resort Financial Reports for the months of March and April 2023. N. ACCEPT PUBLIC IMPROVEMENTS, RELEASE THE FAITHFUL PERFORMANCE AND THE LABOR AND MATERIALS BONDS, AND ACCEPT A MAINTENANCE BOND FOR PM 37512 FOR REVEL MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Accept public improvements. 2. Release the Faithful Performance Bond in the amount of $50,960.75 and the Labor and Materials Bond in the amount of $25,480.38. 3. Accept the Maintenance Bond in the amount of $5,096.07. Item 1A-6 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 7 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES O. ACCEPT PUBLIC IMPROVEMENTS, RELEASE THE FAITHFUL PERFORMANCE AND THE LABOR AND MATERIALS BONDS, AND ACCEPT A MAINTENANCE BOND FOR TR 36351 FOR SAGE MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Accept public improvements. 2. Release the Faithful Performance Bond in the amount of $1,291,600.00 and the Labor and Materials Bond in the amount of $645,800.00. 3. Accept the Maintenance Bond in the amount of $129,160.00. 4. Accept Construction Entrance Bond in the amount of $20,079.00. P. ESTABLISHMENT OF A LIBRARY TASKFORCE AND APPOINTMENT OF MEMBERS This item was removed for separate discussion and action. Q. APPROVAL OF A THREE­YEAR FUNDING AGREEMENT NO. C45420 BETWEEN THE CITY OF PALM DESERT AND THE COACHELLA VALLEY ECONOMIC PARTNERSHIP (CVEP) CONSTITUTING CVEP’S FUNDING FOR FY 2023/24, FY 2024/25, AND FY 2025/26 MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Approve a three (3) year Funding Agreement No. C45420 in the amount of $50,000 per fiscal year, for a total of $150,000, between the City of Palm Desert and CVEP for the City’s annual investments for FY 2023/2024, FY 2024/2025, and FY 2025/2026. 2. Authorize the Mayor to execute the Agreement and allow the City Attorney to make non-substantive changes. R. APPROVAL OF A MEMORANDUM OF UNDERSTANDING NO. C45430 BETWEEN THE DESERT SANDS UNIFIED SCHOOL DISTRICT, PALM DESERT CHARTER MIDDLE SCHOOL GOVERNING COUNCIL, AND THE CITY OF PALM DESERT MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to approve a Memorandum of Understanding (MOU) No. C45430 between the Desert Sands Unified School District, Palm Desert Charter Middle School Governing Council, and the City of Palm Desert, and authorize the City Manager to execute the MOU. Item 1A-7 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 8 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES S. APPROVE AMENDMENTS 5­7 TO CONTRACT NO. C41690 WITH HR GREEN PACIFIC, INC. MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Approve Contract Amendment No. 5, increasing the budgeted amount of $590,000 to $675,000, an increase of $85,000 for land development engineering supplemental staffing for land development plan review and inspections for FY 2022/23. 2. Approve Contract Amendment No. 6 to ratify expenditures in the amount of $244,668 for additional engineering services for the Section 29 Drainage Basin from FY 2021/22 and FY 2022/23 and extend this amendment to June 30, 2024. 3. Approve Contract Amendment No. 7 authorizing the final term of the contract for Building Plan Check Services in an amount not to exceed $300,000 for FY 2023/24. 4. Authorize the City Manager to execute all documents to effectuate the intent of the agreement. T. APPROVE A PROFESSIONAL SERVICE AGREEMENT NO. C45440 FOR COMPREHENSIVE ENGINEERING AND ENGINEERING RELATED SERVICES WITH HR GREEN PACIFIC, INC., IN THE AMOUNT OF $888,792 MOTION BY COUNCILMEMBER TRUBEE, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Approve a Professional Services Agreement No. C45440 for comprehensive engineering and engineering related services with HR Green Pacific, Inc., in an amount of $888,792 annually for up to three years with the option to extend for no more than two additional years. 2. Authorize the Finance Department to set aside a contingency amount of 10% annually ($88,880) for unanticipated project needs. 3. Authorize the City Manager or designee to review and approve written contract amendments/extensions up to the contingency amount. 4. Authorize the Mayor to execute the agreement and the City Manager to sign amendments. EXCLUDED CONSENT CALENDAR: P. ESTABLISHMENT OF A LIBRARY TASKFORCE AND APPOINTMENT OF MEMBERS Councilmember Trubee noted that the public will be welcome to attend the meetings of the Library Taskforce. MOTION BY COUNCILMEMBER TRUBEE, SECOND BY COUNCILMEMBER NESTANDE, CARRIED 5-0, to establish a new Library Taskforce and approve the appointment of members as outlined in the staff report. Item 1A-8 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 9 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES 2. ACTION CALENDAR: A. AWARD AN AGREEMENT NO. C45450 BETWEEN EISENHOWER HEALTH AND THE CITY OF PALM DESERT AS IT RELATES TO FUNDING COSTS OF CONSTRUCTION OF AN EMPLOYEE CHILDCARE FACILITY Monica Vasquez, representing Eisenhower Health, narrated a PowerPoint presentation and introduced Michael Landes, Foundation President, and other staff to assist with responding to Council inquiries. Brad Anderson, Rancho Mirage resident, spoke in opposition to the request for funding. MOTION BY COUNCILMEMBER HARNIK, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 5-0, to: 1. Authorize the City Manager to finalize and Mayor to execute an agreement between Eisenhower Health and the City of Palm Desert, in substantial form, relative to funding of costs of construction of an employee childcare facility. 2. Approve funding in an amount not to exceed $2,500,000 from Unspent Bond Proceeds pursuant to the Bond Proceeds Funding Agreement with the former Palm Desert Redevelopment Agency. B. REQUEST FOR DIRECTION REGARDING REDISTRICTING OPTIONS City Clerk Mejia narrated a PowerPoint presentation and responded to City Council inquiries. Estelle Ball, Palm Desert resident, spoke in support of transitioning to four districts with an at-large mayor. Tom Mortensen, Palm Desert resident, spoke in support of submitting the question whether to transition to five districts and when as a ballot measure. Mike Morsch, Palm Desert resident, thanked the City Council for its past support, noting that the City Council will continue to have his support regardless of districting. The following individuals spoke in support of transitioning to five districts immediately: • Craig, Palm Desert resident • Carlos Garcia, Palm Desert resident • Dori Smith, Palm Desert resident • Glenn Robinson, Palm Desert resident • Joan Speer, Palm Desert resident • Ralph Perry, Palm Desert resident, read a statement from Gregg Akkerman • Debbie Green, read a letter from the American Civil Liberties Union (ACLU) • Marcy Maxwell, Palm Desert resident • Charlie Ara, Palm Desert resident Item 1A-9 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 10 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES The following individuals spoke in opposition to creating additional districts: • Ellen Kane, Palm Desert resident • Christal Prokay, Palm Desert resident The following individuals spoke in support of a plan to transition to more numerous smaller districts upon reaching a triggering metric such as an increase in population: • Jan Clement, Palm Desert resident • Ruth Hill, Palm Desert resident MOTION BY COUNCILMEMBER HARNIK, SECOND BY COUNCILMEMBER NESTANDE, CARRIED 3-2 (COUNCILMEMBER TRUBEE AND MAYOR PRO TEM QUINTANILLA VOTING NO), to authorize Legal Counsel to contact the plaintiffs’ counsel to discuss transitioning to five districts contingent upon eliminating the use of ranked choice voting. MOTION BY MAYOR KELLY, SECOND BY COUNCILMEMBER NESTANDE, CARRIED 4-0-1 (WITH MAYOR PRO TEM QUINTANILLA ABSTAINING), to direct staff to prepare a contract with National Demographics Corporation (NDC) for demographer services, if needed. C. RECEIVE AND FILE THE 2023/2024 WORK PLAN FOR THE CULTURAL RESOURCES PRESERVATION COMMITTEE AND REQUEST FOR DIRECTION ON PURSUIT OF THE WORK PLAN Principal Planner Melloni narrated a PowerPoint presentation and responded to City Council inquiries. MOTION BY MAYOR PRO TEM QUINTANILLA, SECOND BY COUNCILMEMBER HARNIK, CARRIED 5-0, to: 1. Receive and file the 2023/2024 Annual Work Plan for the Cultural Resource Preservation Committee. 2. Direct staff to amend the Resolution establishing the existing limit on the total number of Mills Act Contracts accepted per year. Item 1A-10 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 11 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES D. INTRODUCTION OF ORDINANCE NO. 1396 TO AMEND ORDINANCE NO. 1389, REVISING SECTIONS OF CHAPTER 11 (PARKS) OF THE PALM DESERT MUNICIPAL CODE AND ADOPTING A NEW ADMINISTRATIVE POLICY AND REVISIONS TO THE PORTOLA COMMUNITY CENTER FACILITY USE DOCUMENTS CONSISTENT WITH THE ORDINANCE REVISIONS Community Services Manager Muir presented a staff report. MOTION BY COUNCILMEMBER HARNIK, SECOND BY COUNCILMEMBER TRUBEE, CARRIED 5-0, to: 1. Introduce Ordinance No. 1396 to amend Ordinance No. 1389 revising the following sections of Chapter 11 of the Palm Desert Municipal Code (Parks): a. 11.01.010 Definitions b. 11.01.060 Permits for group gatherings c. 11.04.020 Park use without formal park use permit, and d. 11.04.090 Persons to be notified 2. Adopt a new Administrative Policy for the use of City-owned facilities. 3. Adopt changes to the Portola Community Center Application for Use of Facility and Facility Use Agreement to be consistent with these changes. E. INTRODUCTION OF ORDINANCE NO. 1397 AMENDING CHAPTER 11.01 OF THE PALM DESERT MUNICIPAL CODE PROHIBITING MYLAR BALLOON USE IN PALM DESERT PARKS, AND MAKING A FINDING OF EXEMPTION UNDER CEQA Deputy Director of Economic Development Lawrence presented a staff report. MOTION BY COUNCILMEMBER HARNIK, SECOND BY MAYOR PRO TEM QUINTANILLA, CARRIED 4-1 (COUNCILMEMBER NESTANDE VOTING NO), to waive further reading and pass to second reading Ordinance No. 1397 amending Chapter 11.01 of the Palm Desert Municipal Code Prohibiting Mylar Balloon Use in Palm Desert Parks. F. REQUEST FOR DIRECTION ON POTENTIAL USE OF RECYCLE FUND MONIES FOR RESIDENTIAL SOLID WASTE AND RECYCLING RATE ADJUSTMENT Deputy Director of Economic Development Lawrence narrated a PowerPoint presentation and responded to City Council inquiries. MOTION BY MAYOR PRO TEM QUINTANILLA, SECOND BY COUNCILMEMBER HARNIK, CARRIED 5-0, to not to use recycling funds for Recycle Fund Monies for Residential Solid Waste and Recycling Rate Adjustment. Item 1A-11 CC, SARDA, & HA Meeting Minutes June 8, 2023 City of Palm Desert Page 12 ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES 3. PUBLIC HEARINGS: None. INFORMATION ITEMS: None. ADJOURNMENT: The City Council adjourned at 7:11 p.m. Respectfully submitted, Níamh M. Ortega Assistant City Clerk/Assistant Secretary ATTEST: Anthony J. Mejia, MMC City Clerk/Secretary APPROVED BY CITY COUNCIL: __/__/2023 Item 1A-12 Item 1B-1 Item 1B-2 Item 1B-3 Item 1B-4 Item 1B-5 Item 1B-6 Item 1B-7 Item 1B-8 Item 1B-9 Item 1B-10 Item 1B-11 Item 1B-12 Item 1B-13 Item 1B-14 Item 1B-15 Item 1B-16 Item 1B-17 Item 1B-18 Item 1B-19 Item 1B-20 Item 1B-21 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Deborah Glickman, Management Analyst REQUEST: APPROVE AMENDMENT NO. 1 TO CONTRACT NO. C37370 IN THE AMOUNT OF $175,000 WITH THE COACHELLA VALLEY ECONOMIC PARTNERSHIP FOR OPERATIONS OF THE PALM DESERT IHUB RECOMMENDATION: 1.Approve Amendment No. 1 to Contract No. C37370 in the amount of $175,000 with the Coachella Valley Economic Partnership (CVEP) for operations of the Palm Desert iHUB. 2.Authorize the City Attorney to make non-substantive changes to the agreement. 3.Authorize the City Manager to execute the Amendment. BACKGROUND/ANALYSIS: On November 21, 2021, the City of Palm Desert opened the iHUB located at 37023 Cook Street, Suite 102 to attract technology-based, entrepreneurial startup businesses and promote the creation of high wage-earning jobs. iHUB Operations Agreement: In 2018 the City Council entered into a five (5) year agreement for $175,000 annually with CVEP to assist in the development of the iHUB and operate and manage it when it opened. The operations agreement expires on June 30, 2023. At its meeting of April 27, 2023, the City Council directed staff to extend the agreement with CVEP for operations of the iHUB through the end of the iHUB facilities lease (February 28, 2027). With the amendment, all provisions of the existing contract remain in place inclusive of the $175,000 annual compensation to CVEP. As per the operations agreement, CVEP is required to submit quarterly reports to the City detailing its work at the iHUB (due on the 10th of January, April, July, and October annually). To further refine the quarterly reporting and provide the City with more specific details on its return on investment for the iHUB, the Amendment includes “Exhibit 1-A” which requires the following reporting metrics.: •Number of companies (contact information) providing outreach services •Number of companies (contact information) receiving outreach services •Types of assistance provided by CVEP specific to each business •Number of companies in residence •Number of graduating companies •Number of employees hired by iHub companies (jobs created - quarterly and cumulative) Item 1C-1 City of Palm Desert CVEP iHUB Operations Contract Amendment No. 1 Page 2 of 2 •Number of employees hired by iHub graduate companies (jobs created - quarterly and cumulative to the best of Consultant's ability) •Revenues/sales from iHub and start-up companies •Number of interns/students trained •Number of sponsors, corporate partners, members, or contracts signed •Number of patent disclosures/applications by iHub and companies •Funding sources and amounts leveraged or invested in iHub companies Strategic Plan: The establishment of the Palm Desert Innovation Hub (iHUB) aligns with the City’s Strategic Plan – Economic Development Priority 1: Expand job and business creation opportunities. FINANCIAL IMPACT: Funds in the amount of $175,000 have been budgeted for this purpose in the Economic Development iHUB fund in the proposed Fiscal Year 2023/2024. REVIEWED BY: Department Director: Eric Ceja City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENT: 1.Contract No. C37370 2. Amendment No. 1 to Contract No. C37370 Item 1C-2 Item 1C-3 Item 1C-4 Item 1C-5 Item 1C-6 Item 1C-7 Item 1C-8 Item 1C-9 Item 1C-10 Item 1C-11 Item 1C-12 Item 1C-13 Item 1C-14 Item 1C-15 Item 1C-16 Item 1C-17 Item 1C-18 Item 1C-19 Item 1C-20 Item 1C-21 Item 1C-22 Item 1C-23 CONTRACT NO. C37370 Page 1 of 4 AMENDMENT NO. 1 TO THE CONSULTING SERVICES AGREEMENT (ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT COACHELLA VALLEY ECONOMIC PARTNERSHIP) This Amendment No. 1 (this “First Amendment") is entered into as of June 22nd, 2023, by and between the City of Palm Desert, a California charter city and municipal corporation (“City”) and the Coachella Valley Economic Partnership, a California non-profit corporation (“Consultant”). The City and Consultant are sometimes referred to herein individually as a “Party” or collectively as the “Parties.” RECITALS: A. The City and Consultant entered into Agreement No. C37370 dated September 1, 2018 (“Agreement”) for the consultant to establish, operate, and manage the Palm Desert Digital Innovation Hub (“Project”). B. The City and Consultant desire to amend the Agreement to modify the scope of the Project, extend the term of the Project, and increase the compensation amount of the Agreement. NOW, THEREFORE, the Parties agree as follows: 2. Section 4.4 (Term) of the Agreement shall be 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 commence on September 1, 2018, and continue in full force and effect through and including February 28, 2027, unless extended by mutual written agreement of the parties.” 3. Attachment “1” (Quarterly Reporting Metrics) of Exhibit “A” (Scope of Services/Work) shall be amended in its entirety to read as provided in Attachment “1-A” (Quarterly Reporting Requirements), attached hereto and incorporated by this reference. 4. Effectiveness of Agreement. Except as explicitly modified by this First Amendment, all of the terms and provisions of the Agreement remain in full force and effect. 5. Entire Agreement. This First Amendment and the Agreement represent the final and entire agreement between the City and Consultant regarding the subject matter hereof and thereof, and may not be contradicted by evidence of prior, subsequent, or contemporaneous oral agreements of the Parties. 6. Modification. No amendment or modification hereto shall be valid and binding unless expressed in writing and executed by both Parties hereto. 7. Authority. Each individual executing this First Amendment on behalf of an entity Item 1C-24 CONTRACT NO. C37370 Page 2 of 4 represents and warrants that he or she is duly authorized to execute and deliver this First Amendment on its behalf. 8. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this First Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this First Amendment. [SIGNATURES ON FOLLOWING PAGE] Item 1C-25 CONTRACT NO. C37370 Page 3 of 4 SIGNATURE PAGE AMENDMENT NO. 1 TO THE CONSULTING SERVICES AGREEMENT (ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT COACHELLA VALLEY ECONOMIC PARTNERSHIP) IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to the Consulting Services Agreement (Administrative and Management Services Agreement Coachella Valley Economic Partnership) to be executed by and through their respective authorized representatives, as of the day and year first written above. CITY OF PALM DESERT COACHELLA VALLEY ECONOMIC A Municipal Corporation PARTNERSHIP A Nonprofit Public Corporation By: By: L. Todd Hileman City Manager Its: ATTEST: Printed Name: By: Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney QC: Insurance: Initial Review Final Approval Item 1C-26 CONTRACT NO. C37370 Page 4 of 4 Attachment “1-A” Quarterly Reporting Requirements • No. of Companies (contact information) providing outreach services • No. of Companies (contact information) receiving outreach services • Types of assistance provided by CVEP specific to each business • Number of companies in residence • Number of graduating companies • Number of employees hired by PDiHub companies (jobs created - quarterly and cumulative) • Number of employees hired by PDiHub graduate companies (jobs created - quarterly and cumulative to the best of Consultant's ability) • Revenues/sales from PDiHub and start-up companies • Number of interns/students trained • Number of sponsors, corporate partners, members, or contracts signed • Number of patent disclosures/applications by PDiHub and companies • Funding sources and amounts leveraged or invested in PDiHub companies Item 1C-27 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Clayton von Helf, Information Systems Manager REQUEST: APPROVE THE INFORMATION SYSTEMS DEPARTMENT TECHNOLOGY EQUIPMENT PURCHASES IN AN AGGREGATE AMOUNT NOT TO EXCEED $190,000. RECOMMENDATION: 1.Approve the Information Systems Department technology equipment purchases in an aggregate amount not to exceed $190,000 and authorize City Manager to execute agreements. BACKGROUND/ANALYSIS: As part of the I.T. Master Plan, the City has adopted an I.T. equipment replacement schedule under which workstations, printers, and scanners will be replaced every five years; laptops and tablets every four years. Computer hardware is constantly improving to meet the needs of users and newly developed software. By replacing computer equipment on a regularly scheduled basis, the City is able to take advantage of those improvements and leverage them into greater efficiencies and minimize down-time caused by malfunctions or system crashes. Under this plan there are 90 devices scheduled for replacement in FY 2023/24, however under this program the I.T. Manager may approve accelerated replacement of key equipment to maintain high levels of staff productivity and use of latest generation software products in answer to changing work conditions City staff faces. I.T. staff is continually evaluating equipment and workstation configurations for our users to ensure appropriate replacement. For the FY 2023/24 replacement cycle staff has identified vendors who can provide the appropriate equipment configurations at government contract pricing. The government pricing meets the procurement requirements of PDMC 3.30.160(E). The older computers and equipment, if serviceable, will be used in our lab environment, kept for emergency backups, donated to non-profit groups, or disposed of with an e-waste vendor (as a last resort and with Council approval). FINANCIAL IMPACT: Approval of staff’s request would result in an expense not to exceed $190,000 from the equipment replacement fund. Funds were budgeted and upon approval, will be available for the 2023-24 fiscal year in account number 5304190-4404000. Item 1D-1 Page 2 of 2 City of Palm Desert Annual Technology Equipment Replacements REVIEWED BY: Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 1D-2 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Clayton von Helf, Information Systems Manager REQUEST: APPROVE ANNUAL COMPUTER SOFTWARE AND HARDWARE MAINTENANCE FOR THE LISTED VENDORS IN THE ESTIMATED AMOUNT OF $975,600 AND AUTHORIZE CITY MANAGER TO EXECUTE RENEWAL AGREEMENTS. RECOMMENDATION: 1.Approve annual computer software and hardware maintenance costs for the listed vendors in the estimated amount of $975,600; and 2.Authorize the City Manager to execute renewal agreements. BACKGROUND/ANALYSIS: The Information Technology required to operate the City now encompasses a wide breadth of hardware, software and cloud services. Everything from the physical servers that host our phone systems, to the cloud services that provide website and app features. Each of these systems requires service agreements and annual maintenance subscriptions. For the hardware, this allows staff to receive patches, updates, and technical support. For the software, this allows usage of both “Cloud” based and on-premises software, as well as updates including real time operational and technical support critical to core business functions. The attached report lists the vendors, estimated amounts, and a brief description of the purpose. These software licenses and maintenance services are provided under a variety of pricing vehicles, some are obtained through government pricing contracts, while others are partners with the City’s Enterprise software vendors that support integration of information and/or are sole source services. Finally, many are proprietary software products. In each case, staff evaluates pricing and effectiveness in the selection process and ensures that the best value is obtained for the City. In addition, due to the rapidly evolving need for technology solutions, it is realistically expected that during the year the City may add and/or modify this list to achieve additional initiatives in the IT Master Plan, add products to adapt to a critical need, or to remove systems that are no longer used. Again, cost, value and effectiveness will be considered. FINANCIAL IMPACT: Maintenance costs for annual computer software and hardware for the listed vendors is estimated to be $975,600. The overall estimated cost herein is based on estimations with an Item 1E-1 City of Palm Desert Annual Software Maintenance Page 2 of 2 understanding that the cost will change during the year as needs are assessed, products are removed, or renewals occur. Funds will be available in Fiscal Year 2023-2024 budget. This table shows the estimated expense for each category of software. Maintenance Category Budgeted Expense Datacenter $134,700 Enterprise Security $110,100 Enterprise Applications $551,300 Department Specific Applications $179,500 REVIEWED BY: Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1.Software and Hardware Maintenance - 2024 Item 1E-2 Scope / PurposeSoftwareDescriptionVendor Estimated Annual Maintenance Renewal DateServer/Datacenter VMWareVirtual Server SoftwareCDWG / Dell / Ahead10,000.00$ VariousPalo Alto NetworksFirewall securityFortnet Security60,000.00$ Nov­23ManageEngine MobileMobile Device ManagementZoho8,000.00$ Mar­24ManageEngine EndpointEndpoint ManagementZoho8,000.00$ Mar­24Cloud StorageAWS Storage for backupsCDWG30,000.00$ MonthlyMicrosoft ServerVarious servier maintenance and licensesDell / Ahead / CDWG10,000.00$ VariousManageEngine Service Desk Plus Helpdesk ticketing solutionZoho8,000.00$ Mar­24LiquidFilesFTP and large files serviceLiquidFiles700.00$ Oct­23Enterprise Security SophosEndpoint securityFortnet Security3,500.00$ May­24Artic WolfManaged Security Center, Vulnerability scanning, SEIMVectorUSA65,000.00$ Mar­24MimecastEmail SecurityFortnet Security20,000.00$ Nov­23Knowbe4Security TrainingSHI International3,000.00$ Oct­23ActivateEmergency notification for facilties GlobalCTI8,600.00$ Feb­24Aruba Central / ClearpassCentral mgmt and support for network switchesVectorUSA10,000.00$ Sep­23Enterprise Applications ONESolutionERP ­ Finance, HRCentralSquare48,000.00$ Jun­24TRAKiTERP ­ Project, PermitsCentralSquare50,000.00$ Jun­24ESRIMaintenance on Enterprise GIS softwareESRI68,000.00$ Mar­24MS. OfficeOffice software suiteCDWG49,000.00$ Nov­23CarteGraphAsset and Work Order Mgmt softwareCarteGraph/OpenGov46,000.00$ Aug­23CitySourced \ PrimeGovIn­Touch Palm Desert AppCitySourced10,000.00$ Jul­23LaserficheElectronic Document Mgmt and workflowsECS Imaging60,000.00$ Sep­23OpenGovBudget, transparency, Procurement OpenGov78,000.00$ Jan­24DocuSignElectronic SignaturesDocuSign7,000.00$ Oct­23AdobePDF creator software and Digital SignaturesCDWG20,000.00$ Jul­23BluebeamReading and Reviewing Electronic plansCDWG5,000.00$ Jan­24GranicusCity Website and Civic EngagementGranicus47,000.00$ Sep­23MitelPhone SystemGlobalCTI8,000.00$ Mar­24ExecutimeElectronic Time CardTyler Technologies5,000.00$ May­24NearMapAerial Photography Service with 3DNearMap16,000.00$ Aug­23ZoomVirtual Meeting and Webinar ServiceZoom19,000.00$ Apr­24NeoGovEmployment Applications, Employee Evauluations NeoGov15,300.00$ Dec­23Department Specific AutoCADDrafting and review plansDLT Solutions / SHI6,000.00$ Oct­23RealQuestReal property informationCoreLogic3,000.00$ MonthlyCouncil AV SystemCouncil Chamber AV System SoftwareK2 Audio3,400.00$ Mar­24SiteImproveWebsite Content reviewSiteImprove7,500.00$ Mar­24SymproInvestments tracking and reportingSympro9,800.00$ Mar­24DACtrakADA compliance Tracking and ReportingDisability Access Consultants3,000.00$ Jun­24PagefreezerSocial Media archivingPageFreezer5,500.00$ Mar­24Hardware LeaseLetter folding machineQuadient Leasing3,400.00$ MonthlyGoGovCode Enforcement ApplicationGoGov15,000.00$ Oct­23Website HostingDiscover Palm Desert SiteSantMade8,400.00$ MonthlyDeckardShort Term Rental MgmtDeckard70,000.00$ Oct­23Recycle CoachRecycling assistance appMunicipal Media Corp8,000.00$ Feb­24ZarticoVisitor data information serviceZartico35,000.00$ Jan­24ArtsopolisOnline Artist DirectoryArtsopolis1,500.00$ Oct­23Annual Maintenance / Subscriptions975,600.00$ Item 1E-3 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Deborah Glickman, Management Analyst REQUEST: APPROVE A TEMPORARY WAIVER TO PALM DESERT MUNICIPAL CODE SECTIONS 9.58.010 AND 9.58.020 (CONSUMPTION/ POSSESSION OF ALCOHOLIC BEVERAGES ON PUBLIC PROPERTY) FOR THE SALE AND CONSUMPTION OF ALCOHOL AT THE GALEN BUILDING LOCATED AT 72567 HIGHWAY 111 FOR FISCAL YEAR 2023/2024 RECOMMENDATION: 1. 2. Authorize the City Manager to approve up to ten (10) temporary events waivers to Palm Desert Municipal Code (PDMC) Sections 9.58.010 and 9.58.020 (Consumption/Possession of Alcoholic Beverages on Public Property) at the Galen Building (72567 Highway 111) as needed for fiscal year 2023/2024. Authorize the City Manager to execute the California Department of Alcoholic Beverage Control (ABC) documents or other documents to effectuate the action herein, as required. BACKGROUND/ANALYSIS: On March 25, 2021, the City of Palm Desert entered into a lease agreement with the Artists Council for the Galen Building and garden/pavilion located at 72559 Highway 111 (APNs 640- 370-002 and 640-370-001). The Artists Council uses the building as a public destination of art, education, and entertainment for residents and visitors. As part of its programming, the Artists Council hosts events throughout the year, at which alcohol is often served. To serve alcohol at a City owned facility, a waiver to PDMC Sections 9.58.010 and 9.58.020 (Consumption/Possession of Alcoholic Beverages on Public Property) must be approved by the City Council. In addition to the City Council’s waiver, the Artists Council will need to obtain permits from the ABC. Since the City is the property owner of the facility, it must approve the Artists Council’s ABC applications and the City Council has approved temporary waivers for alcohol consumption at this location in the past. Approval of this staff report will provide the appropriate waivers for the Artists Council to serve alcohol at its City owned facility and to secure the required permits from ABC. Staff will work with the Artists Council to ensure that it will have the required liquor liability insurance information on file with the City prior to any events. Each ABC application will be subject to final approval by the City Manager. Item 1F-1 Page 2 of 2 City of Palm Desert Alcohol Waiver – Artists Council FINANCIAL IMPACT: There is no direct fiscal impact with this action. REVIEWED BY: Department Director: Eric Ceja Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 1F-2 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Deborah Glickman, Management Analyst REQUEST: APPROVE A TEMPORARY WAIVER TO PALM DESERT MUNICIPAL CODE SECTIONS 9.58.010 AND 9.58.020 (CONSUMPTION/ POSSESSION OF ALCOHOLIC BEVERAGES ON PUBLIC PROPERTY) FOR THE SALE AND CONSUMPTION OF ALCOHOL AT THE HENDERSON BUILDING LOCATED AT 72559 HIGHWAY 111 FOR FISCAL YEAR 2023/2024 RECOMMENDATION: 1. 2. Authorize the City Manager to approve up to five (5) temporary events waivers to Palm Desert Municipal Code (PDMC) Sections 9.58.010 and 9.58.020 (Consumption/Possession of Alcoholic Beverages on Public Property) at the Henderson Building (72559 Highway 111) as needed for fiscal year 2023/2024. Authorize the City Manager to execute the California Department of Alcoholic Beverage Control (ABC) documents or other documents to effectuate the action herein, as required. BACKGROUND/ANALYSIS: On December 1, 2018, the City of Palm Desert entered into a lease agreement with the Palm Desert Area Chamber of Commerce (PDACC) for the Henderson Building located at 72559 Highway 111 (APN 640-370-015). The PDACC uses the building as its office, a place for meetings, and a resource for businesses and the public. As part of its programming, the PDACC periodically hosts events at which alcohol is often served. To serve alcohol at a City owned facility, a waiver to PDMC Sections 9.58.010 and 9.58.020 (Consumption/Possession of Alcoholic Beverages on Public Property) must be approved by the City Council. In addition, to the City Council’s waiver, the PDACC will need to obtain permits from the ABC. Since the City is the property owner of the facility, it must approve the PDACC’s ABC applications, and the City Council has approved waivers for this location in the past. Approval of this staff report will provide the appropriate waivers for the PDACC to serve alcohol at its City owned facility and to secure the required permits from ABC. Staff will work with the Chamber to ensure that it will have the required liquor liability insurance information on file with the City prior to any events. Each ABC application will be subject to final approval by the City Manager. Item 1G-1 Page 2 of 2 City of Palm Desert Alcohol Waiver - PDACC FINANCIAL IMPACT: There is no direct fiscal impact with this action. REVIEWED BY: Department Director: Eric Ceja Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 1G-2 Page 1 of 4 PALM DESERT HOUSING AUTHORITY STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Celina Cabrera, Management Analyst REQUEST: AWARD AGREEMENT FOR HVAC MECHANICAL SYSTEMS WITH JOHN HARRISON CONTRACTING, INC., IN AN AMOUNT NOT TO EXCEED $190,000 PLUS CONTINGENCY RECOMMENDATION: 1. Award Agreement for HVAC Mechanical Systems Services with John Harrison Contracting Inc. For a period of three years, plus two 1-year extensions at the Housing Authority residential rental properties, in an amount not to exceed $190,000 annually plus $28,500 for 15% contingency. 2. Authorize RPM Company, the Housing Authority’s contracted management company, to monitor the Agreement and authorize additional services within the contingency amount as determined to be necessary due to emergency actions and/or to proactively respond to the needs of the Properties. 3. Authorize the Executive Director to execute the Agreement and any documents necessary to effectuate the actions taken herewith and amend the terms as may be necessary. BACKGROUND/ANALYSIS: The Palm Desert Housing Authority (“Housing Authority”) owns 15 affordable residential housing properties (“Properties”) in the City and accounts for 1,114 apartment units. The day-to-day operations of the Properties are contracted with the property management group, RPM Company. The current contract term for HVAC Mechanical System Service at the Properties expires on June 30, 2023, and there are no remaining renewal options. On February 16, 2023, Staff issued a Request for Proposal (“RFP”) as required by Palm Desert Municipal Code 3.30.100 on the City’s online bid management provider, “OpenGov” and a “Notice Inviting Proposals” was published in the Desert Sun newspaper on February 16, 2023, and February 23, 2023. A mandatory pre-submittal meeting was held on March 1, 2023. Three responses were received by the RFP deadline of March 17, 2023: Company Annual Cost Proposal Criteria/Category Proposer Scored the Lowest on Overall Evaluation Score (out of 100) Western Air Cooling & Heating $197,000 Not a registered contractor with Department of Industrial Relations (DIR) nor an approved contractor to energy saving programs such as SCE and Gas Company. 79.33 MEP Solutions $218,500 Did not demonstrate experience with 48.33 Item 1H-1 Palm Desert Housing Authority Housing Authority- John Harrison Contracting, Inc. Maintenance Services Agreement Page 2 of 4 multifamily properties in the proposal or through references. Did not demonstrate qualifications of proposer and key personnel. Not an approved contractor to energy saving programs such as SCE and Gas Company. Cost Proposal notes that cost is not inclusive of parts or diagnosing labor time of failed units. John Harrison Contracting, Inc. $300,000 Overall Cost Proposal 85.67 Item 1H-2 Palm Desert Housing Authority Housing Authority- John Harrison Contracting, Inc. Maintenance Services Agreement Page 3 of 4 Pursuant to Palm Desert Municipal Code 3.30.140, Staff evaluated all responses in comparison to the evaluation criteria published in the RFP. After conducting interviews with the top two ranked proposers, John Harrison Contracting Inc. (“JHC”) demonstrated to be the most qualified respondent and best overall value for services demonstrated through their proposal, experience, and past performance. JHC has serviced the Housing Authority Properties for the past ten years. JHC is an approved Southern California Edison (“SCE”) vendor as well as Southern California Gas Company Energy Savings Assistance Program Contractor, and an approved weatherization contractor for both the State of California Department of Community Services and Development as well as with Community Action Partnership of Riverside. JHC’s involvement and leveraging resources of utility companies and government agencies offers value in the future, as it has in the past, to extend applicable discounted services to the Housing Authority and our residents. Additionally, JHC is a registered contractor with the Department of Industrial Relations (DIR) and is familiar with the required prevailing wage requirements. In past HVAC agreements, there was not a provision for routine service and maintenance of the units because SCE had a program that encompassed this task at no charge to the Authority. The SCE program is currently unfunded and therefore the RFP was written with a requirement of two routine maintenance services on all units each calendar year. After receiving the cost proposal and data of service calls over the past 12 months, Staff determined that service of the units once a year will be sufficient. Staff contacted JHC and asked for a revision of their cost proposal to include service of all units once a year, rather than twice. Revised Cost Proposal John Harrison Contracting, Inc. $190,000 Staff recommends the award of a three-year General Services Agreement in an annual amount not to exceed $218,500 (includes an annual cost of $190,000 and $28,500 for 15% contingency) to John Harrison Contracting, Inc. and authorize RPM company to monitor the Agreement and authorize additional services, as determined to be necessary due to emergency actions and/or to proactively respond to the needs of the Properties. Additional Services include unit repairs and unit replacements beyond that which is already included in the proposal, and other emergency service responses that may be required. At the expiration of three years, the Authority reserves the right to extend the Agreement for two additional one-year terms. Commission Recommendation: The Housing Commission will review this recommendation at its regularly scheduled meeting on June 14, 2023. Upon request a verbal report will be provided. Item 1H-3 Palm Desert Housing Authority Housing Authority- John Harrison Contracting, Inc. Maintenance Services Agreement Page 4 of 4 FINANCIAL IMPACT: The fiscal impact of this request is the annual cost of the Agreement in an annual amount not to exceed $218,500. Funds have been budgeted in the proposed FY 2023-2024 contract services operating budget allocated within each of the 15 Housing Authority Properties. Future years are contingent upon appropriation. REVIEWED BY: Department Director: Eric Ceja Special Counsel to Housing Authority: Craig Hayes Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Maintenance Services Agreement 2.John Harrison Contracting Proposal 3.John Harrison Contracting Revised Cost Proposal Item 1H-4 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 1 - PALM DESERT HOUSING AUTHORITY MAINTENANCE SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 22nd day of June , 2023, by and between the Palm Desert Housing Authority (“ the Authority”), a Public Body, Corporate and Politic, a political subdivision organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, County of Riverside, State of California and John Harrison Contracting, Inc, a California Corporation with its principal place of business 1143 West Lincoln Street, Suite 2, Banning, CA 92220 (“Contractor”). The Authority and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. 2. RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the Authority on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing maintenance services to public clients, that it and its subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of the Authority. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of the Authority. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 2.2 Project. The Authority desires to engage Contractor to render such services for Heating, Ventilation, and Air Conditioning Mechanical Systems Services project (“Project”) as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the Authority all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein The Authority shall have the unilateral option, at its sole discretion, to renew this Agreement for no more than two additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. Item 1H-5 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 2 - 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The Authority retains Contractor on an independent contractor basis and not as an employee. Any personnel performing the Services under this Agreement on behalf of Contractor shall not be employees of the Authority and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit “A” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. Upon request of the Authority, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of the Authority. 3.2.4 Authority’s Representative. The Authority hereby designates Jessica Gonzales, or his or her designee, to act as its representative for the performance of this Agreement (“Authority’s Representative”). Authority’s Representative shall have the power to act on behalf of the Authority for all purposes under this Agreement except for increasing compensation. Contractor shall not accept direction or orders from any person other than the Authority’s Representative or his or her designee. 3.2.5 Contractor’s Representative. Contractor hereby designates Mauricio Blanco, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with the Authority’s staff in the performance of Services and shall be available to the Authority’s staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained Item 1H-6 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 3 - throughout the term of this Agreement. Contractor shall perform, at its own cost and expense and without reimbursement from the Authority, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the Authority to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Authority, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the Authority will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Authority as fixed and liquidated damages, and not as a penalty, the sum of Two Hundred Dollars per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Authority. If Contractor disputes the Authority’s decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the Authority to terminate the Agreement for cause. The Authority is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. 3.2.10.1 Employment Eligibility; Contractor. Contractor certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Contractor certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Item 1H-7 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 4 - 3.2.10.2 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.3 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, physical disability, ancestry, sex, age, marital status, gender, gender identity, gender expression, sexual orientation, reproductive health decision making, veteran or military status, or any other consideration made unlawful by federal, state, or local laws. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.4 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify the Authority against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.5 Water Quality Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor to penalties, fines, or additional regulatory requirements. 3.2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting Contractor’s indemnification of the Authority, and prior to commencement of the Services, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to the Authority. (A) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Item 1H-8 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 5 - Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (B) Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manager may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (a) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (b) Pay on behalf of wording as opposed to reimbursement; (c) Concurrency of effective dates with primary policies; and (d) Policies shall “follow form” to the underlying primary policies. (e) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (D) Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Contractor shall submit to the Authority, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives. (E) Fidelity Coverage. Reserved (F) Cyber Liability Insurance. Reserved If coverage is maintained on a claims-made basis, Contractor shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. Item 1H-9 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 6 - (G) Pollution Liability Insurance. Reserved 3.2.11.2 Other Provisions and Requirements. (A) Proof of Insurance. Contractor shall provide certificates of insurance to the Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the Authority at all times during the term of this contract. The Authority reserves the right to require complete, certified copies of all required insurance policies, at any time. (B) Duration of Coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Contractor, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by the Authority shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Authority before the Authority’s own insurance or self-insurance shall be called upon to protect it as a named insured. (D) Authority’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, the Authority has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by the Authority will be promptly reimbursed by Contractor, or the Authority will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the Authority may cancel this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subcontractors. Item 1H-10 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 7 - (G) Enforcement of Contract Provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Contractor of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder. (H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the Authority requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. (I) Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide the Authority with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the Authority and approved of in writing. (L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Contractor agrees to ensure that its sub-consultants, sub-contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements 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 consultants, subcontractors, and others engaged in the Project will be submitted to the Authority for review. (N) Authority’s Right to Revise Specifications. The Authority or its Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in cost to the Contractor, the Authority and Contractor may renegotiate Contractor’s compensation. If the Authority reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. Item 1H-11 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 8 - (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the Authority. The Authority reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the Authority. (P) Timely Notice of Claims. Contractor shall give the Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (Q) Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Bonds. 3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by the Authority in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to the Authority concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the Authority. If such bond is required, no payment will be made to Contractor until it has been received and approved by the Authority. 3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by the Authority in Exhibit “D” attached hereto and incorporated herein by reference, Contractor shall execute and provide to the Authority concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the Authority. If such bond is required, no payment will be made to Contractor until it has been received and approved by the Authority. 3.2.13.3 Bond Provisions. Should, in the Authority’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within ten (10) days of receiving notice from the Authority. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Authority, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the Authority. To the extent, if any, that the total Item 1H-12 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 9 - compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the Authority, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Authority. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the Authority may terminate this Agreement for cause. 3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the Authority. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Authority. 3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of the Authority during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.2.15 Work Sites. 3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services. 3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the Authority immediately and prior to performing any Services or altering the condition. 3.2.15.3 Hazardous Materials and Differing Conditions. Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes, hazardous substances and hazardous materials as defined in California state or federal law at the site which have not been rendered harmless, the Contractor shall immediately stop work at the affected area and shall report the condition to the Authority in writing. The Authority shall contract for any services required to directly remove and/or abate PCBs, hazardous substances, other toxic wastes and hazardous materials, and shall not require the Contractor to subcontract for such services. The Services in the affected area shall not thereafter be resumed except by written agreement of the Authority and Contractor. Item 1H-13 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 10 - 3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by the Authority. 3.2.17 Warranty. Contractor warrants all Services under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Authority of any defect in the Services or non-conformance of the Services to the Agreement, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Authority in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the Authority may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Authority, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Authority by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Authority. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the Authority, the Authority shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the Authority for any expenses incurred hereunder upon demand. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Ninety Thousand Dollars ($190,000) without written approval of the Palm Desert Housing Authority Board or Executive Director, as applicable. 3.3.2 Payment of Compensation. Contractor shall submit to the Authority monthly invoices which provides a detailed description of the Services and hours rendered by Contractor. The Authority shall, within thirty (30) days of receiving such statement, review the statement and pay all non-disputed and approved charges. Contractor shall submit its final invoice to the Authority within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Contractor to submit a timely invoice shall constitute a waiver Item 1H-14 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 11 - of its right to final payment. Payment shall not constitute acceptance of any Services completed by Contractor. The making of final payment shall not constitute a waiver of any claims by the Authority for any reason whatsoever. 3.3.2.1 Retainer. From each approved progress estimate, five percent (5%) will be deducted and retained by the Authority, and the remainder will be paid to Contractor. All Agreement retainage shall be released and paid to the Contractor and subcontractors pursuant to California Public Contract Code Section 7107. Contractor shall furnish the Authority with labor and material releases from all subcontractors performing work on, or furnishing materials for, the work governed by this Agreement prior to final payment by the Authority. 3.3.3 Deductions. The Authority may deduct or withhold, as applicable, from each progress payment an amount necessary to protect the Authority from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the Authority, incurred by the Authority for which Contractor is liable under the Agreement; and (4) any other sums which the Authority is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Authority to deduct any of these sums from a progress payment shall not constitute a waiver of the Authority's right to such sums. 3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by the Authority. 3.3.5 Extra Work. At any time during the term of this Agreement, the Authority may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by the Authority to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from the Authority’s Representative. 3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. 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, Contractor agrees to fully comply with such Prevailing Wage Laws. The Authority shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any claim or liability 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 Item 1H-15 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 12 - of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 3.3.7 Registration/DIR Compliance. 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, 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 Project 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. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the Authority. Contractor shall defend, indemnify and hold the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. The Authority may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to the Authority, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, the Authority may require Contractor to provide all finished or unfinished information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, the Authority may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Item 1H-16 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 13 - Contractor: John Harrison Contracting, Inc. 1143 West Lincoln Street, Suite 2 Banning, CA 92220 Attn: Mauricio Blanco Authority: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Attn: Housing Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses except such Claims caused by the sole or active negligence or willful misconduct of the Authority. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of the Authority’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse the Authority for the cost of any settlement paid by the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the Authority’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance Item 1H-17 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 14 - proceeds, if any, received by the Contractor, the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all Agreement requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Authority. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Authority. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 Authority’s Right to Employ Other Contractors. The Authority reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Authority. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to the Authority include the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. Item 1H-18 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 15 - 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Authority shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of the Authority, during the term of his or her service with the Authority, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.18 Federal Provisions. Reserved [SIGNATURES ON NEXT PAGE] Item 1H-19 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 - 16 - SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT BETWEEN THE PALM DESERT HOUSING AUTHORITY AND JOHN HARRISON CONTRACTING, INC. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. By: L. TODD HILEMAN EXECUTIVE DIRECTOR ATTEST: By: ANTHONY J. MEJIA CITY CLERK APPROVED AS TO FORM: By: BEST BEST & KRIEGER LLP AUTHORITY ATTORNEY By: Its: __________________________________ Printed Name: _________________________ By: Its: __________________________________ Printed Name:_________________________ ____________________________________ Contractor’s License Number and Classification ____________________________________ DIR Registration Number (if applicable) QC: _______________ Insurance: ________ _________ Initial Final JOHN HARRISION CONTRACTING, INC. PALM DESERT HOUSING AUTHORITY Item 1H-20 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 Exhibit A - 1 EXHIBIT “A” SCOPE AND SCHEDULE OF SERVICES Item 1H-21 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 Exhibit B - 1 EXHIBIT “B” COMPENSATION Item 1H-22 Contract No. __________________ (BB&K 2019) 72500.00001\32374943.1 Exhibit C-1 EXHIBIT “C” PERFORMANCE AND PAYMENT BONDS Item 1H-23 Contract No. __________________ Exhibit C-2 (BB&K 2019) 72500.00001\32374943.1 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the Palm Desert Housing Authority (hereinafter referred to as “Authority”) has awarded to John Harrison Contracting, Inc., (hereinafter referred to as the “Contractor”) _______________________ an agreement for Heating, Ventilation and Air Conditioning Mechanical Services (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated July 1, 2023, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Authority in the sum of ONE HUNDRED AND NINETY THOUSAND DOLLARS, ($190,000), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by the Authority, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Authority from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the Authority’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. Whenever Contractor shall be, and is declared by the Authority to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Authority’s option: Item 1H-24 Contract No. __________________ Exhibit C-3 (BB&K 2019) 72500.00001\32374943.1 (1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or (2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Authority, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Authority under the Contract and any modification thereto, less any amount previously paid by the Authority to the Contractor and any other set offs pursuant to the Contract Documents. (3) Permit the Authority to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Authority under the Contract and any modification thereto, less any amount previously paid by the Authority to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the Authority may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the Authority, when declaring the Contractor in default, notifies Surety of the Authority’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code. [SIGNATURES ON NEXT PAGE] Item 1H-25 Contract No. __________________ Exhibit C-4 (BB&K 2019) 72500.00001\32374943.1 IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20____. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. Item 1H-26 Contract No. __________________ Exhibit C-5 (BB&K 2019) 72500.00001\32374943.1 NOTE: This acknowledgment is to be completed for Contractor/Principal. Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Item 1H-27 Contract No. __________________ Exhibit C-6 (BB&K 2019) 72500.00001\32374943.1 NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached. Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Item 1H-28 Contract No. __________________ Exhibit C-7 (BB&K 2019) 72500.00001\32374943.1 PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the Palm Desert Housing Authority (hereinafter designated as the “Authority”), by action taken or a resolution passed June 22, 2023 has awarded to John Harrison Contracting, Inc. hereinafter designated as the “Principal,” a contract for the work described as follows: Heating, Ventilation and Air Conditioning Mechanical Services (the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated June 22, 2023 (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the Authority in the penal sum of One Hundred Ninety Thousand Dollars ($190,000) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the Authority in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement Item 1H-29 Contract No. __________________ Exhibit C-8 (BB&K 2019) 72500.00001\32374943.1 pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or the Authority and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code. [SIGNATURES ON NEXT PAGE] Item 1H-30 Contract No. __________________ Exhibit C-9 (BB&K 2019) 72500.00001\32374943.1 IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto. NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. Item 1H-31 Contract No. __________________ Exhibit C-10 (BB&K 2019) 72500.00001\32374943.1 NOTE: This acknowledgment is to be completed for Contractor/Principal. Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Item 1H-32 Contract No. __________________ Exhibit C-11 (BB&K 2019) 72500.00001\32374943.1 Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Item 1H-33 0 | Page 2023 Heating, Ventilation, and Air Conditioning Mechanical Systems Services Proposal PALM DESERT HOUSING AUTHORITY 2022-RFP-177 JOHN HARRISON CONTRACTING, INC Attachment 2 Item 1H-34 1 | Page Contents COVER LETTER ................................................................................................................................ 2 EXPERIENCE AND TECHNICAL COMPETENCE ................................................................................... 3 Background ................................................................................................................................. 3 REFERENCES ................................................................................................................................ 6 FIRM STAFFING AND KEY PERSONNEL ............................................................................................. 7 STAFFING ..................................................................................................................................... 7 KEY PERSONNEL .............................................................................................................................. 8 TEAM ORGANIZATION .................................................................................................................. 8 PROPOSED METHOD TO ACCOMPLISH THE WORK ........................................................................ 9 APPENDIX A ................................................................................................................................... 14 Attachment 2 Item 1H-35 2 | Page COVER LETTER Dear Palm Desert Housing Authority, Ensuring that Palm Desert Housing Authority (“Authority”) residents, which primarily consist of seniors and fixed income tenants, have access to conditioned air is vital. The residents live in an area where the temperatures during the summer soar over 110 degrees and dip near freezing in the winter – proper operation and extending the life expectancy of existing and new qualified Heating, Ventilation, and Air Conditioning (HVAC) units is critical and can be accomplished through proper installation and maintenance. The Authority issued a Request for Proposal (RFP), seeking the most qualified HVAC Company to service, replace, and maintain the HVAC equipment for its properties. The Authority will award a contract to a service company that is cost effective, and has the experience, knowledge, and skillset to install and service HVAC units according to California and manufacturer’s standards, resulting in energy and bill savings to tenants, and cost savings to the Authority by minimizing the need to replace the equipment prematurely. John Harrison Contracting (JHC), Inc., a certified minority owned company, registered with the Department of Industrial Relations, has proven experience achieving the high standards sought out by the Authority. With over 35 years of experience, including ten years servicing the properties owned by the Authority, JHC has assisted thousands of households improve their quality of life and save money by repairing, maintaining, and replacing old inefficient HVAC systems with new high-efficiency units in the counties of San Bernardino and Riverside. JHC has continuously achieved its contractual obligations by delivering timely, quality, and professional services. As a result, JHC’s clients, which include Southern California Edison Co, Southern California Gas Co, the State of California, and RPM Company have continuously extended and expanded JHC’s role in their HVAC service and replacement plans. On behalf of the management team and staff at JHC, we thank you for the opportunity to submit a proposal to service the public housing properties in the city of Palm Desert. We believe our proposal meets or exceeds the RFP requirements and our years of experience in this industry including servicing the Authority’s properties for the past four years, our ability to leverage the utility’s energy efficiency programs, and economies of scale leveraging opportunities with suppliers and distributors will demonstrate we are highly qualified to perform the services outlined in the RFP. Should you have any questions regarding the RFP response, including JHC’s extensive experience, our company’s green initiatives, safety and social responsibility programs, or the job creation strategy, please do not hesitate to contact me at (760) 322-2653. Sincerely, Mauricio Blanco, President and CEO, JHC, Inc. Attachment 2 Item 1H-36 3 | Page EXPERIENCE AND TECHNICAL COMPETENCE Background JHC’S SUMMARY OF BENEFITS TO YOU •A small, yet strong business that offers you personalized service that can deliver services with the capacity of a large corporation •Over 35 years providing HVAC services to Coachella Valley residents •Main office is located within 45 miles of the RFP facilities •HVAC technicians are in the Coachella Valley •Approved SCE Energy Savings Assistance Program contractor •Ability to leverage existing utility resources and programs to extend free and discounted services to the Authority and its residents •Ability to leverage economies of scale opportunities to offer high quality HVAC equipment and other appliances at the lowest possible cost •Key personnel have demonstrated experience servicing the Authority’s properties •JHC is a certified Diverse Business Enterprise registered with Department of Industrial Relations (DIR) John Harrison Contracting (JHC), Inc., a Minority Business Enterprise was established in 1987 to help households in the counties of Riverside and San Bernardino address their energy conservation and cooling needs. With over 35 years of experience, JHC has delivered energy efficiency services to thousands of households under contract by the southern California utilities, the State of California, and Public Housing Authority for various Coachella Valley communities. In its 35 years, JHC has continuously achieved its contractual obligations by delivering timely, quality, and professional services. As a result, JHC’s clients have continuously extended and expanded JHC’s role in their energy efficiency program plans. JHC has extensive experience in conducting energy-efficiency program services that target single and multi-family dwellings, as well as mobile homes, including those occupied by low-income families. SERVICES INCLUDE: •Marketing, Outreach, and Enrollment •Central air conditioner and heat pump, installation, replacement and recycling •Forced air furnace repair, installation, and replacement •Duct testing and Sealing •Appliance installation, replacement and recycling •Packaged Terminal and Ductless System Installation, replacement and recycling •Window or wall air conditioner / heat-pump installation, replacement and recycling •Window or wall evaporative cooler installation, •Weatherization services Attachment 2 Item 1H-37 4 | Page At JHC, we are honored to be working alongside utilities, the State of California, and their partners in these fundamental energy efficiency programs that help improve the lives of many, including senior and low- income households. Through these collaborations with utilities and local governments, JHC is dedicated to help residents save on their monthly utility bills and at the same time, contribute to the improvement of our environment by delivering/installing high quality, high-efficiency HVAC equipment, appliances, and lighting devices. MISSION STATEMENT To offer best in class customer service and to deliver high quality energy-efficiency solutions to help families improve their quality of life. WORK ENVIRONMENT JHC's management team is committed to actively promote a healthy work environment that supports and fosters employee growth and work-life balance, while maintaining excellent relationships with all its clients. There is mounting evidence that unhealthy work environments contribute to high attrition rates, low productivity, and ineffective communication methods that lead to conflict and stress amongst key personnel and clients. JHC’s plan to promote and sustain a healthy work environment revolve around five basic principles, which include Communication, Collaboration, Effective Decision Making, Active Leadership, and Meaningful Recognition. The creation of healthy work environments is imperative to ensure employee retention to secure and sustain the appropriate staffing levels of a skilled workforce. FACILITIES JHC’s facilities currently include a 2,000 sq. ft. office and a 16,000 sq. ft. warehouse in the city of Banning located within the 45 miles of the facilities to be serviced. BACKGROUND CHECKS JHC conducts a background check on all its employees utilizing a service from an industry leader in pre- employment screening services. The background check evaluates items such as criminal, civil, and DMV record, as well as a drug screening. Additionally, certain employee classifications are required to obtain a Home Improvement Sales Registration (HISR) number from the California State Licensing Board, which also conducts a thorough background check utilizing LiveScan. SAFETY STANDARDS JHC employees and management team have set safety as the top priority for the company. We foster a safe work environment through communication, providing the right tools, and empowering employees to take action. We require that all employees and partners plan and conduct all work in a manner that is consistent with the safety of persons and property, and in compliance with reasonable and safe working practices and with applicable federal, state and local laws. JHC maintains a safety program, including but not limited to Injury and Illness Prevention Program, Heat Illness Prevention, and onsite safety training. Attachment 2 Item 1H-38 5 | Page GIVING HEARTS JHC and its employees have one common vision, to enhance the quality of life of those around us through the services we offer and through our employee volunteer program. We recognize giving back to our communities and families in need is the right thing to do – and we enjoy doing it. Through our Giving Hearts employee program, we engage in activities to promote a healthy environment by helping families in need, with the goal to encourage strong moral standards amongst our communities. Through Giving Hearts, we have supported our communities by offering •Supplies, material, and labor to retrofit homes, •Financial assistance to local schools, Wounded Warrior Projects, and St Jude Hospital, •Hundreds of shoes to less fortunate students, •Blood drives, and •Funds for holiday dinners and gifts to less fortunate families identified throughout the year by our field staff through the service delivery process. Our approach is simple; help those in need in any way possible, because any assistance, even if small can make a big difference. We hope our efforts inspire others to help someone today. LICENSING AND DIR CONTRACTOR REGISTRATION INSURANCE AND BONDS JHC currently performs services for the Authority and RPM Company, and complies with the Authorities insurance and bond requirements. Upon request, JHC will immediately provide the documentation required by the Authority. LICENSING AND REGISTRATION •California State Contractors License # 697530 •B - General Building Contractor •C20 – Warm-Air Heating, Ventilating and Air-Conditioning Contractor •C38 – Refrigeration Contractor •Environmental Protection Agency – Lead Certification # NAT-124914-1 •Environmental Protection Agency – Refrigeration Certification # 1041945552641831M •Department of Industrial Relations Registration # 1000014886 •Supplier Clearinghouse – o Certified Minority Business Enterprise – VON:9FN00107 CONTACT INFORMATION JHC, Inc Mauricio Blanco 1143 W Lincoln St, Ste 2 Banning, CA 92220 760-322-2653 MJB@jhcontracting.com Attachment 2 Item 1H-39 6 | Page REFERENCES John Harrison Contracting, Inc has considerable experience in servicing, maintaining, and installing HVAC equipment and related services including servicing of warranties, managing ratepayer funded programs, securing competitive prices on equipment and appliances, performing workforce and technical training, and applying administrative controls. We have serviced tens of thousands of households over the past 35 years and have done so in a timely and diligent fashion. The table below includes professional references. Company Information Work Description State of California - Department of Community Services & Development Charles Belk – Deputy Director 2389 Gateway Oaks Drive, Suite 100 Sacramento, CA 95833 (916)576-7212 Charles.Belk@CSD.CA.GOV Under contract for the Low-Income Weatherization Program, conduct outreach, enrollment, assessment, energy modeling, and delivery of services, inclusive of HVAC and HVAC Maintenance to hundreds of households located in Riverside and Imperial counties. Southern California Gas Co Mark Aguirre – Program Manager 555 W 5th St Los Angeles, CA 90013 (213)231-5399 Maaguirre2@socalgas.com Under contract for the ESA Program, conduct outreach, enrollment, weatherization services, and tune, repair, and replace gas furnaces to thousands of households located in Riverside and San Bernardino counties. Southern California Edison Rose Solidum – Manager 2244 Walnut Grove Ave Rosemead, CA 91770 (626) 302-0755 Rosette.solidum@sce.com Under contract for the ESA Program, conduct outreach, enrollment, assessment, and delivery of services, inclusive of HVAC replacement and maintenance to thousands of households located throughout SCE’s service territory. Community Action Partnership of Riverside County Alan Reid – Program Manager 2038 Iowa Ave. Suite B-101 Riverside, CA 92507 (951) 955-5516 areid@capriverside.org Deliver services for the Weatherization Assistance Program, inclusive of HVAC replacement and maintenance to hundreds of low-income households located throughout Riverside County. Attachment 2 Item 1H-40 7 | Page FIRM STAFFING AND KEY PERSONNEL STAFFING JHC staffs over 50 employees, including 25 field service representatives, two field supervisors, and two quality assurance specialists. Employees are located throughout JHC’s service area, including HVAC technicians located in the Coachella Valley. JHC is proud of its collaborative with local colleges to establish a workforce development plan for local residents. The colleges offer a HVAC certification and upon successful completion of the course, the college and JHC engage in externship opportunities for its graduates. JHC’s will leverage all its resources to service the Authority properties and during key months of the year, will dedicate office and field personnel to respond to service request from facility managers. Additionally, if workload demands, JHC has the capacity to hire additional resources, including the ability to immediately add service trucks and equipment to service the Authority’s properties in a timely manner. Key Personnel Roles, Responsibilities, and Experience Jaime Chacon Manager, HVAC Operations Jaime will develop and implement key deliverables to support day-to- day activities of the HVAC Technicians, including SOPs, technical training, and day-to-day oversight. Jaime brings over 15 years of leadership and HVAC experience, and five years of ESAP experience. Linda Jasso Supervisor, Customer Solutions Center Linda oversees our Customer Solution Center who is responsible for addressing all customer inquiries and scheduling installation appointments. She brings over 11 years of experience coordinating services to high level clients. Linda serves as the Single Point of Contact for Authority property managers. Mariano Carrillo HVAC Technician Mariano brings over 25 years of HVAC experience. As a senior technician, Mariano has been servicing the Authority properties for over 10 years. Damien Lopez HVAC Technician Damien brings over 10 years of HVAC experience. He is a lead HVAC Technician with five years of experience servicing the Authority properties. Attachment 2 Item 1H-41 8 | Page KEY PERSONNEL TEAM ORGANIZATION JHC employs an organizational structure that will deliver timely, efficient and cost effective services. By employing an organizational model that is data driven, lean, agile, and easily scalable, JHC’s staffing plan maximizes our team’s deep and extensive experience servicing residential customers. JHC can quickly ramp up and begin program activities to ensure we meet expectations. We have in-house professionals who have the capabilities to support all levels of our organizational structure to ensure program success. Key Personnel Roles, Responsibilities, and Experience Mauricio Blanco President and CEO Mauricio will guide the leadership team in formulating vision and strategic direction to successfully implement activities to support programs and fulfill contractual obligations. He will direct the leadership team to identify and correct critical problems and to overhaul and improve operating processes and systems to increase efficiencies. Mauricio brings over two decades of organizational management, marketing, and low-income energy-efficiency industry experience. Monica Marroquin Chief Financial Officer Monica will oversee the tracking of invoicing and payment processes. She will prepare and review budget, expense, invoices, and other accounting documents. Monica oversees the Finance Team which is responsible for processing and invoicing. Monica brings over 20 years of technical assistance and training, applying unique skills, knowledge, and experience of accounting policies and procedures. Amee Gutierrez Manager, Customer Service Organization Amee directs a customer service department responsible for scheduling more than 14,000 appointments and resolving 40,000 customer interactions annually. Amee has over ten years of experience directing a diverse staff working with utility and state energy efficiency programs. She is an innovative strategist with a proven ability to create policies/procedures and lead a team to consistently goals. Attachment 2 Item 1H-42 9 | Page Jaime Chacon Manager, HVAC Operations Jaime will develop and implement key deliverables to support day-to- day activities of the HVAC Technicians, including SOPs, technical training, and day-to-day oversight. Jaime brings over 15 years of leadership and HVAC experience, and five years of ESAP experience. Kevin Carmin Supervisor, Weatherization and Appliances Kevin will develop and implement key deliverables to support day-to- day activities of the Field Specialists, including SOPs, technical and NGAT training, and day-to-day oversight. Kevin brings over 10 years of experience and has served as QC Inspector, HVAC Technician, and Supervisor. Linda Jasso Supervisor, Customer Solutions Center Linda oversees our Customer Solution Center who is responsible for addressing all customer inquiries and scheduling installation appointments. She brings over 11 years of experience coordinating services to high level clients. Linda serves as the Single Point of Contact for Authority property managers. Desiree Giron Supervisor, Compliance Department Desiree oversees the Compliance Department that is responsible for ensuring all departments comply with contractual obligations, policies, guidelines, local and state code. She brings over eight years’ experience working with in the energy efficiency industry. Jordon Scott Coordinator, Field Compliance Jordon conducts quality and compliance control inspections. He serves as the JHC code expert working directly with Building Departments and other stakeholders to learn and apply code. Jordon has over 10 years of experience working in the in the HVAC industry and is currently BPI and HERS certified. PROPOSED METHOD TO ACCOMPLISH THE WORK JHC has been servicing the Authority’s facilities under contract and through the utilities’ ESA Program since 2013. During this timeframe, JHC has replaced hundreds of HVAC units at minimal cost to the Authority. The scheduling and planning of the work to be completed is as important as the actual replacement of the equipment in order to minimize disruption to the residents and property management team. Our single point of contact, Linda Jasso, has over 10 years of experience managing large projects and works directly with the RPM property managers or a designee to plan the work. Typically, our Field Technical Supervisor (FTS) who has over 10-years’ experience installing, servicing, and maintaining HVAC equipment or our Lead Technicians will diagnose and repair the equipment at the Authority’s facilities. Allowing our staff to become well versed on the facilities and the equipment, resulting in timely resolutions to most service needs. After completing the diagnostic, unless otherwise indicated by the Authority or its designee, JHC will submit its findings, recommendations, and quote before proceeding with the work. JHC will continue utilize its two-man crews to complete the work. Each crew has a lead technician who typically has over 10 years’ experience. The work at the Authority’s properties will continue to be monitored for quality by the FTS and Quality Control Specialist. Attachment 2 Item 1H-43 10 | Page The work will continue to be conducted within the rules adopted in the Palm Desert Municipal Code Section 9.24.070 or according to the Authority or RPM Company standards. JHC plans to utilize the procedures listed in Appendix A, approved by RPM Company. CUSTOMER SERVICE JHC services a diverse customer base that includes low-to-middle income, disabled, and non-English speaking customers. Our customer service representatives and field representatives receive annual customer service and sensitivity training to ensure we provide high quality customer service to all customers. Each field crew, as well as the customer service representatives have the ability to communicate with customers in Spanish and English. JHC works with a translation service company for individuals who need assistance in languages other than English and Spanish. JHC clients and/or customers will contact JHC directly for any HVAC service. A representative will attempt to troubleshoot the potential issue over the phone, and if the issue cannot be resolved, the representative will dispatch a technician to diagnose the equipment. QUALITY CONTROL JHC’s compliance group monitors quality, as well as compliance with specific client requirements and local code. The Field Technical Supervisor and Quality Control Specialists monitor the quality of the work performed at the time of installation and post installation. Post installation quality control efforts are typically done on the same day of the visit to minimize disruption to customers and only with customer’s prior approval. The compliance group also monitors the quality of all paperwork to ensure the information is accurate, and that we have account for all required documentation, including city or county permits, and HERS verification. To ensure all units meet JHC’s quality requirements, JHC requires that all installations are verified by a third party HERS rater. Service information is filed in a secure manner to ensure customer and/or client information remains confidential. Utilizing lessons learned and best practices, JHC has implemented controls to its permit process to ensure compliance with RPM’s requirements. At every step of the process, our Finance Department verifies and reconciles all permit activity to ensure data is accurately tracked and reported. Additionally, the backup documentation is uploaded to JHC’s database for all jobs. The following section describes the steps JHC has implemented to ensure compliance. Database Permit Applications Upload Documents Verify HERS Finalize Permits Reporting Monthly Reconciliation Attachment 2 Item 1H-44 11 | Page a.Internal Database Our internal system includes workflow step driven controls to ensure all steps are verified; preventing the job to proceed without first completing the dependent step. Additionally, the database will generate alerts and tasks to Supervisors/Managers if a deadline is nearing or missed. This would include an alert when the permit is nearing expiration to ensure action is taken to finalize the permit or seek an extension. If an item reaches a second notice, the system will generate a task to the Supervisor/Manager requiring they update the database with the action taken to address the task. b.Permit Applications Permit applications are scanned and digitally stored for record keeping. The pertinent information from the application is captured in our internal database and utilized for both tracking and reporting. c.Permit / Job Cards / Receipts Each document is scanned and digitally stored in our internal database. Additionally, our Finance Department verifies all documents have been correctly captured and uploaded prior to invoicing for any job. d.HERS Verification 100% of all jobs requiring HERS verification will be confirmed against the corresponding HERS provider’s database by the Permit Coordinators. The CFR forms will be downloaded from the provider’s database and uploaded to our internal database. e.Finalizing Permits JHC utilizes Field Compliance Coordinators (FCC) to coordinate the final inspection with the customers and building inspectors. Upon confirming the inspection passed, the coordinator will update our internal database and upload the backup documentation. Additionally, the FCC will track any jobs requiring the completion of corrective action to meet building code. This information is captured in our database and utilized by the Compliance Department to identify areas of deficiency and conduct root-cause analysis. Any deficiencies, whether at the department or employee level are communicated to the leadership team, along with a proposed plan for correction, which may include training, and/or changes to JHC’s internal procedures. f.Reporting JHC’s database includes dashboards and reports with an automatic report generation function. Dashboards and reports are available to view all jobs requiring permits, the status of each permit, status of HERS verification, upcoming expiration dates, and other key compliance items. The database tracks and reports on a real-time basis and generates weekly reports that it emails to key stakeholders to provide a holistic view of all permits and their respective status to ensure the proper action is taken to remain within compliance. Attachment 2 Item 1H-45 12 | Page REGULAR MAINTENANCE PLAN The efficiency of a Central Air Conditioner begins to degrade after the first year of installation, and continues to lose efficiency every year after if not properly maintained. Failure to keep the units tuned up and maintained may affect the units expected lifespan and reduce the unit’s efficiency; resulting in higher utility bills and repair costs. JHC is proposing a maintenance plan to keep air conditioners operating at peak efficiency, ensure continued operation throughout the unit’s expected life span, improve health and comfort, and to educate the tenants on operation efficiency. JHC proposes to perform semi-annual maintenance services to central AC units in working condition that are free of major defects, at the Authority’s properties with central HVAC equipment. PROPOSED PROCESS (HIGH-LEVEL) •JHC will utilize its tracking database to monitor, track, and schedule service •JHC will work directly with the onsite property managers to schedule the appointments •During the 1st and 3rd quarter of each year (or as requested by the Authority or its designee), JHC will provide the RPM team a maintenance schedule for each participating complex •RPM/property managers will notify each tenant with sufficient notice to guarantee JHC technicians access to the AC equipment •JHC will begin performing maintenance during the 2nd and 4th quarter of each year to prepare the units for the cooling and winter season. DESCRIPTION OF MAINTENANCE WORK HVAC Unit Education •Check and clean condenser and coil •Check and clean blower components •Check and tighten electrical connections •Lubricate all moving parts •Inspect and flush condensate line •Inspect and replace filter •Check air flow •Check temperature drops •Check start components •Check motor amps •Check compressor amps •Check pressure controls •Check gas connections •Check refrigerant level •Check unit for leaks •Check t-stat operation •T-stat temp settings •Filter replacement •Other cooling / heating methods Thermostat •Check Operation Optional – Duct System •Test •Seal as applicable PLAN FOR ON-CALL AND EMERGENCY SERVICES JHC recognizes the urgency of repairing inoperative units during the extreme climate periods. We will make every effort to resolve these matters in a timely fashion to reduce any health and comfort risks. Because of the complexity of HVAC equipment, we strongly recommend contacting us via telephone. However, clients will have the option to email our service center. Attachment 2 Item 1H-46 13 | Page JHC will leverage its existing infrastructure that allows clients access to its on-call technician by contacting our office and selecting the emergency after-hours service phone prompt. When making that selection, the caller will be routed directly to our technician who can provide immediate assistance or if unavailable, can call back the caller. JHC will make every effort to return all calls within 60-minutes of receiving the call. In case of emergencies, JHC will make every effort to offer same day resolution to inquiries received before 10:00 a.m. and in situations where it is not possible, the inquiry will be scheduled within 24-hours after the client speaks to the representative, except when requested by the client/customer. If the unit cannot be repaired within a reasonable period (e.g. requires specialty parts), JHC will collaborate with the client to set-up temporary cooling solutions to the home until the unit is repaired. LEVERAGING UTILITY AND STATE PROGRAMS Energy efficiency programs date back to the energy crises of the 1970s, when soaring energy prices led utilities to promote energy conservation so customers could reduce their energy consumption to lessen the impact of the higher energy rates. The programs have grown significantly since their introduction back in the 1970s; today energy efficiency is recognized worldwide as a key and valuable energy resource. JHC is honored to be working alongside utilities, the State of California, and their partners for over 35- years in these fundamental energy efficiency programs that help improve the lives of many, including senior and low-income households. JHC is proud to be an authorized HVAC replacement contractor for SCE’s ESA Program that offers HVAC replacement services at no cost to applicants. The leveraging of the ESA program reduces the cost to the Authority when replacing HVAC systems and has resulted in hundreds of thousands in savings for the hundreds of systems that JHC has replaced at the Authority’s properties. Through these long-standing relationships, the Authority can observe cost savings through: •Utility / state rebates for high efficiency HVAC equipment, when funds available •Leveraging o Receive other services through the ESA Program services, such as free refrigerators, lightbulbs, and weatherization o Obtain rebates for Multi-family buildings offered by the utilities and state of California o Observe cost savings through JHC’s volume purchasing power resulting in economies of scale discounts for high quality HVAC equipment and appliances o Replace furnace at minimal costs at the time of air conditioner replacement to avoid future labor, permit, and Title 24 charges Attachment 2 Item 1H-47 14 | Page APPENDIX A PROCEDURES FOR DELIVERING SERVICES TO AUTHORITY PROPERTIES 1.When applicable, JHC will schedule service with no less than 48-hour notice to the property manager. a.Our single point of contact will notify the Property Manager verbally and via e-mail 2.When first arriving, JHC trucks will make an effort to find a visitor parking spot. If one is not available, the crew will locate an alternate parking location near the work site. They will avoid blocking access to the trash or other public areas. 3.The crew lead (“Lead”) will notify the property manager or representative (“Rep”) of their arrival. If not parked in a visitor location, the Lead will obtain the Rep’s approval for the parking location. 4.The Lead will notify the Rep of the unit(s) JHC will service and wait for the Rep to arrive at the location before entering the customer premises. The Lead will contact the Rep at ( ). The Rep will be available between ____ a.m. and ____ p.m. on the date of the service appointment. Unless authorized, The Rep must be present before the JHC crew can enter the customer’s residence. 5.With the Rep present, The Lead will introduce themselves and the company to the customer and will briefly explain the reason for the visit. The Lead will only communicate information related to the program or the work to the customer. If the customer raises any concerns unrelated to the program or installation, the Lead will instruct the customer to contact the office. 6.Upon receiving permission to enter the premises, the Lead will a.Provide further details about the work and approximate time it will take to complete the work b.Notify the customer of which rooms in the home the crew will enter to conduct the work and the reason for entering the room(s) c.Conduct a walk-through with the customer and the Rep of the area(s) where the work will be conducted d.Notify the customer and Rep of any existing damage to the customer’s property, including any stains to carpet, furniture, etc. e.If the customer has any valuables exposed, such as money, jewelry, or medication, the Lead will instruct the customer to secure the item(s) before starting the work. i.If the customer refuses to secure the items, the crew will remove themselves from the premise and will immediately notify the JHC office. f.The crew will not enter any area of the residence where they will not conduct any work. g.The crew will prepare the work area as normal (tarps, clear path, etc) 7.Upon completing the work and prior to leaving the premises, the Lead will a.Contact the Rep b.Conduct a walk-through of the area(s) where the crew worked with the customer and the Rep c.Will note, on the service form “Final walk-through approved” and obtain the customer’s initials next to the note. i.If the customer has any concerns, the Lead will immediately notify the JHC office d.Advise the customer that the work is complete and that the crew will be leaving the premises. In addition, to minimize potential scheduling mishaps, we will notify you of the schedule via e-mail for the units we will service each week. Attachment 2 Item 1H-48 1 | P a g e HVAC Mechanical Systems Service Cost Proposal Form Revised May 2023 HVAC Mechanical Systems Services Cost Proposal Form REVISED TO ONE MAINTENANCE SERVICE A YEAR 1.Replacement Costs The following table shall be used to state the costs PER UNIT to replace and maintain the identified HVAC Mechanical Systems units (“Unit”) at each Property. Costs shall be inclusive all direct and indirect costs. Complex’s that do not have a unit count should be assumed to be a single unit. Be sure to include permit and testing fees in the cost listed per Unit. Complex Name Fuel Source Size SEER Replacement Cost Per Unit Maintenance Cost Per Unit SUMMER Maintenance Lump Sum 1. Catalina Gardens 72 Apartments 77 Units Heat Pump 2 Ton 15 2. Candlewood 30 Apartments 31 Units Elec/Gas 2 Ton 15 3. Carlos Ortega Villas Elec/Gas 2.5 Ton 15 4. Carlos Ortega Villas Elec/Gas 5 Ton 15 5. Laguna Palms Ductless Mini Split 18,00 0 BTU 6. La Rocca Villas 27 Apartments 28 Units Elec/Gas 2 Ton 15 Attachment 3 Item 1H-49 2 | P a g e HVAC Mechanical Systems Service Cost Proposal Form Revised May 2023 Complex Name Fuel Source Size SEER Replacement Cost Per Unit Maintenance Cost Per Unit SUMMER Maintenance Lump Sum 7. La Rocca Villas Elec/Gas 5 Ton 15 8. Las Serenas 150 Apartments 152 units Heat Pump 2 Ton 15 9. Las Serenas Heat Pump 2 Ton 15 10. Las Serenas Heat Pump 2.5 Ton 15 11. Las Serenas Heat Pump 5 Ton 15 12. Neighbors 24 Apartments 25 Units Heat Pump 2 Ton 15 13. One Quail Place Ceiling mounted air handler Heat Pump 2 Ton 15 14. One Quail Place 384 Apartments 393 Units Heat Pump 3 Ton 15 15. One Quail Place Heat Pump 5 Ton 15 Attachment 3 Item 1H-50 3 | P a g e HVAC Mechanical Systems Service Cost Proposal Form Revised May 2023 Complex Name Fuel Source Size SEER Replacement Cost Per Unit Maintenance Cost Per Unit SUMMER Maintenance Sum of all Units 16. One Quail Place Window A/C 12,00 0 BTU 17. One Quail Place Ductless Mini Split 18,00 0 BTU 18. Palm Village 36 Apartments 39 Units Elec/Gas 2 Ton 15 19. Palm Village Ductless Mini Split 18,00 0 BTU 20. Pueblos 15 Apartments 16 Units Elec/Gas 2 Ton 21. Pueblos Window AC 12,00 0 BTU 22. Sagecrest 14 Apartments 14 Units Heat Pump 2 Ton 15 23. Santa Rosa 20 Apartments 20 Units Elec/Gas 2 Ton 15 24. Taos Palms 16 Apartments 16 Units Elec/Gas 2 Ton 15 Attachment 3 Item 1H-51 4 | P a g e HVAC Mechanical Systems Service Cost Proposal Form Revised May 2023 OTHER SERVICES Description Size Price Each Furnace with Filter Base When installed at the time of unit replacement 1.5 – 3 Ton Furnace with Filter Base 3.5 – 4 Ton Furnace with Filter Base 5 Ton Programmable Thermostat 2.Hourly Rates These rates shall be reserved for urgent, as-needed, responses. Labor rates for replacement and maintenance work should be included in the per unit cost listed in the chart above. In the notes area, describe when these rates apply (i.e., Regular Rate is Monday – Friday 8:00 a.m. to 5:00 p.m.) Description Hourly Rate Notes Regular Rate Per Hour: Emergency Call Per Hour: After Normal Business Hours Per Hour: Overtime Rate Per Hour: Sunday/Holiday Rate Per Hour: Attachment 3 Item 1H-52 5 | P a g e HVAC Mechanical Systems Service Cost Proposal Form Revised May 2023 3.Proposed Not-To-Exceed Amount Firm proposes a Not-to-Exceed Amount of ________________________________. Explain how you calculated the proposed amount. Include methods for determining any potential cost increases during performance of the work. The method of determining costs shall be clearly explained . The final amount in the agreement may differ from the amount stated above. Attachment 3 Item 1H-53 [This page has intentionally been left blank.] Page 1 of 2 PALM DESERT HOUSING AUTHORITY STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Jessica Gonzales, Housing Manager REQUEST: ADOPT RESOLUTION ESTABLISHING DATES FOR REGULAR MEETINGS OF THE PALM DESERT HOUSING COMMISSION DURING FY 2023-24 RECOMMENDATION: Adopt Housing Authority Resolution establishing dates for regular meetings of the Palm Desert Housing Commission during FY 2023-24. BACKGROUND/ANALYSIS: On June 9, 2022, the Board of the Palm Desert Housing Authority (the “Authority”) considered and adopted Resolution No. HA-107 amending and restating the Bylaws of the Palm Desert Housing Commission (“Commission”). The Commission’s Bylaws identify that regular meetings are to be held each month on the second Wednesday of each month. On an annual basis, the Commission has adopted the schedule of its regular meeting for the calendar year to allow for planning. The attached resolution provides a schedule of the second Wednesday dates generally, allowing Commission, the public, and staff to plan accordingly to conduct business and any required noticing. The FY 2023-24 schedule considers the routine practice of cancelling the meeting in August for a summer recess. It is understood that if Authority business needs to be conducted, the Authority Board retains authority to convene or suspend a meeting on any date that is not listed herein. Staff recommends the Authority Board adopt the attached resolution. Item 1I-1 City of Palm Desert Page 2 of 2 Housing Authority – Resolution to Set FY 23/24 Schedule for Regular Housing Commission Meetings Commission Recommendation: The Housing Commission will review this recommendation at its regular meeting of June 14, 2023. Upon request, a verbal report will be provided. FINANCIAL IMPACT: There is no direct fiscal impact with this request. REVIEWED BY: Department Director: Eric Ceja Special Counsel to Housing Authority: Brendan B. Kearns Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo Executive Director: Todd Hileman ATTACHMENTS: 1.Resolution including Exhibit A, FY 2023/2024 Schedule for Regular Housing Commission Meetings Item 1I-2 RESOLUTION NO. __________ A RESOLUTION OF THE PALM DESERT HOUSING AUTHORITY, SETTING THE SCHEDULE FOR REGULAR MEETINGS OF THE PALM DESERT HOUSING COMMISSION IN FISCAL YEAR 2023-2024 THE PALM DESERT HOUSING AUTHORITY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: WHEREAS, the Palm Desert Housing Authority (the “Authority”) has established the time, place, and conduct for the Palm Desert Housing Commission (the “Commission”) regular meetings on the second Wednesday each month, pursuant to the Palm Desert Housing Commission Bylaws adopted by Resolution HA-107; and WHEREAS, it has been acknowledged that the Commission wishes to adopt a set annual schedule of regular meetings; and WHEREAS, the schedule will primarily follow the recognized routine of meetings on the second Wednesday of each month, with some limited exceptions to account for holidays and events where the Commission or the Authority Board members would be absent from a regular scheduled meeting, resulting in less than the full Commission or Authority Board members or the complete lack of a quorum on certain dates. NOW, THEREFORE, BE IT RESOLVED by the Palm Desert Housing Authority that: SECTION 1. Commission regular meetings will be held generally on the second Wednesday of each month, pursuant to the Palm Desert Housing Commission Bylaws, as amended from time to time, in the Community Development Conference Room located at the Palm Desert Civic Center, 73510 Fred Waring Drive, Palm Desert, California, with some limited exceptions, with all regular meetings in Fiscal Year 2023/2024 to be held as specified herein on the attached Exhibit "A." SECTION 2. Each regular meeting will be convened at 3:30 p.m. to consider the items listed as such on the posted agenda for the regular meeting on that date. BE IT FURTHER RESOLVED that the Housing Commission Chair is hereby given authority to take up items on the agenda in the order deemed most appropriate in consideration of public interest and/or time constraints. Item 1I-3 RESOLUTION NO. ____________ PASSED, APPROVED AND ADOPTED by the Palm Desert Housing Authority, this 22nd day of June 2023, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: KATHLEEN KELLY, CHAIRMAN ATTEST: ANTHONY J. MEJIA, SECRETARY Item 1I-4 RESOLUTION NO. ____________ EXHIBIT A FISCAL YEAR 2023-2024 PALM DESERT HOUSING COMMISSION REGULAR MEETINGS MONTH July DAY 12 YEAR 2023 August 9 2023 Canceled- Summer Recess September 13 2023 October 11 2023 November 8 2023 December 13 2023 January 10 2024 February 14 2024 March 13 2024 April 10 2024 May 8 2024 June 12 2024 Item 1I-5 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT/ SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY/ PALM DESERT HOUSING AUTHORITY JOINT CONSIDERATION STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: John Ramont, Deputy Director of Finance REQUEST: ESTABLISH QUALIFIED VENDOR LIST FOR FISCAL YEAR 2023-24 AND 2024-25 RECOMMENDATION: 1. 2. Approve the Qualified Vendor List for the City of Palm Desert, Successor Agency to the Palm Desert Redevelopment Agency, the Palm Desert Housing Authority, and Desert Willow Golf Resort in accordance with Ordinance No. 1392 (Purchasing Ordinance). Authorize City Manager to approve additional qualified submissions from vendors throughout the fiscal year. BACKGROUND/ANALYSIS: On April 13, 2023, the City Council approved Ordinance 1392, which revised the Palm Desert Municipal Code Title 3, Chapter 3.30, governing the purchasing and contracting policies of the City. The policy changes are intended to centralize and streamline the procurement process. To ensure competitive pricing and improve accessibility for vendors to participate, the policy authorizes the Purchasing Officer to establish qualified vendor lists to enable informal bidding opportunities and provide a ready pool of vendors for recurring and routine goods and services. To be considered for inclusion on the Qualified Vendor List, vendors submit an application through the OpenGov procurement platform on the City’s website. Vendors must include basic information so staff can evaluate their capabilities and pricing. Vendors may remain on the list for no more than 24 months. Applications are accepted on an ongoing basis; therefore, staff will endeavor to update the list continuously with City Manager approval and request Council ratification quarterly in order to ensure vendors are accessible within the policy limits. The services and goods offered by the vendors on this list are for project and non-project related services and purchases of supplies and materials that do not exceed an aggregated amount of $250,000 per vendor. The procurement of goods and/or services valued at more than $250,000 will follow prescribed procedures which require approval of City Council. Item 1J-1 Page 2 of 2 Approve Qualified Vendor List FINANCIAL IMPACT: There is no direct fiscal impact associated with this action as potential purchases and contract amounts are included in the budget proposal for Fiscal Year 2023-24. Contracts for the subsequent year are subject to appropriation pursuant to the policy. REVIEWED BY: Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: City of Palm Desert 7/1/23 through 6/30/25 Qualified Vendor List Item 1J-2 Vendor List Fiscal Year 2023-2024 Page 1 of 3 Vendor Name City State Primary Line of Business A+ Window & Gutter Cleaning LLC Palm Desert CA Window cleaning, solar, air duct, dryer, and gutter cleaning, and pressure washing. Abtech Technologies Vista CA Desktop Computers, Operating Systems Adkison Engineers Inc DBA Adkan Engineers Riverside CA Providing Civil Engineering & Land Survey Services. AG Engineering, Inc.Rancho Cucamonga CA Installation and repairs for standby generators. Aguiar Professional Training LLC Ontario CA Training, coaching, and organizational improvements. AKJ Education Baltimore MD Educational and literacy books, games, and manipulatives. All Colors Growers, Inc.Bermuda Dunes CA Wholesale bedding plant nursery. Allison Mechanical, Inc Redlands CA HVAC maintenance, repair, and installation services. Alpha Media, LLC Palm Springs CA Providing radio and digital advertising services. Arts Concrete Pumping Cathedral City CA Provides concrete pumping services via boom pumps. Awesome Blinds Eastvale CA Window treatments, automation, sales and installation of shutters, blinds, and vertical shades. B&H Photo & Electronics New York NY Audio Visual equipment Beck Oil, Inc.Coachella CA Petroleum products distributor. Bell Properties, Inc Arcadia CA Commercial & residential real estate services to include sales, leasing and management. Best Contracting Services, Inc.Gardena CA Roofing, waterproofing, sheet metal, wall panels and glazing. Best Tec Palm Desert CA Sales, service and repairs of boilers, water heaters, tankless heaters, and pool heater installation. Burwood Group, Inc Chicago IL Computer systems design and services. Canyon Springs Enterprises Temecula CA General engineering contractor. CBJ Building Maintenance, Inc.Danville CA Janitorial services carpet cleaning, floor stripping, waxing, window, and upholstery cleaning. CDW-G Lincolnshire IL Software, Monitors, Tablets, Printers, Stands, Audio Visual Equipment Coachella Valley Independent Cathedral City CA Local newspaper advertising and publicity. Courtmaster Sports, Inc.Palm Springs CA Providing construction repair and resurfacing of outdoor sports courts. D&H Water Systems, Inc.Oceanside CA Chemical feed disinfection equipment. David Evans and Associates, Inc.Ontario CA Landscaping design and management solutions, architects and project management services. Dell Georgetown TX Desktop Computers, Operating Systems Desert Air Conditioning, Inc.Palm Springs CA HVAC equipment replacement and repair, ductwork, registers, and air balance startup services. Desert Fire Extinguisher CO, Inc.Palm Springs CA Fire extinguisher, sprinkler, and alarm inspections and fire suppression systems services. Desert Limnologists, Inc.Palm Springs CA Lake management, scuba diving, screen cleaning, pump installation, repair and maintenance Diamond Environmental Services LP Indio CA Events, portable restrooms, shower trailers, porta potties, waste water pumping, and septic pumping. Dove Printing dba LF Visuals Inc.Palm Desert CA Full service printer, with 40" offset press. DR Hydraulics, Inc. DBA D.R. Shuff Signal Hill CA Service, repair, and install automotive shop equipment. Earthdiver LLC Salt Lake City UT Tourism industry expert, including traveler behavior trends, destination marketing and organizations. Electric Power System Intl. Inc Santa Ana CA Independent electrical testing & engineering organization. Excel Landscape, Inc.Corona CA Landscape services providing quality landscape maintenance. EXP U.S. Services, Inc.San Bernardino CA Engineering, construction management and consulting services. FALCON Engineering Services Temecula CA Construction management, inspection, reviews, utility relocations, and surveying. FG Creative, Inc.Desert Hot Springs CA Full-service marketing and advertising agency. Genuent Global LLC Santa Ana CA Information technology staffing services. GHA Technologies Scottsdale AZ Software, Monitors, Tablets, Printers, Stands, Audio Visual Equipment Garland/DBS, Inc.Cleveland OH General Contractor, consultant and roofing services. GigRoster Professional Entertainment Seattle WA Provide access to local, national and international entertainers, including bands, DJs and performing artists. Global CTI Group Bakersfield CA Phone equipment Gold Arc Inc, DBA Pasco Doors Pomona CA Door repair and installation services. Holistic System Integration Solutions LaQuinta CA Business process improvement, software system implementation and consulting services. Holt Architects, Inc DBA Holt Architecture Palm Desert CA Architectural design services. IKW Solutions, Inc.Palm Desert CA IT consulting services focused on Oracle and Microsoft products. City of Palm Desert Vendor List Fiscal Year 2023-2024 Item 1J-3 Vendor List Fiscal Year 2023-2024 Page 2 of 3 Vendor Name City State Primary Line of Business City of Palm Desert Vendor List Fiscal Year 2023-2024 Infinity Technologies Roseville CA Experience serving as an IT and GIS managed service provider. Integrity Express Logistics LLC Cincinnati OH Providing third party logistics support and services. JR Thomas Golf Carts Palm Desert CA Golf cart sales and repairs. Junior Library Guild Plain City OH Seller of library items to public schools, public libraries, private schools, college & educational services. Kaygen, Inc. Proposal Irvine CA IT Consulting and staffing services. Kincaid Industries, Inc.Thousand Palms CA Plumbing, fire sprinkler, site utilities construction and service contractor. Kitsch Pix DBA Mercury File & Television Palm Desert CA Providing Video Content for TV, Website, and social media. KOA Corporation Ontario CA Transportation engineering, mobility planning and construction management. Krueger International, Inc.Green Bay WI Manufacturer of commercial institutional furniture solutions for any environment. Lloyd Sports & Engineering Scottsdale AZ Design engineering, construction, administration, engineering, landscape architecture. MAAS Companies Irvine CA Construction management, project management, capital construction consulting. Med-X-Surgical Distribution Palmdale CA Medical distribution company, specializing in Spinal and Cranial instrumentation, and PPE Items. Merrimac Petroleum, Inc. dba Merrimac Energy Group Long Beach CA Wholesale fuel distributor. Miss Quality Logistics, LLC Port Orange FL Arranging the transportation of freight. Multi W Systems, Inc.El Monte CA Water and wastewater equipment supplier, manufacturing for pumping equipment. NetXperts LLC Walnut Creek CA IT network engineering, security, and integration solutions for California’s schools, cities, county and municipalities. Norfolk Bearings & Supply Co., Inc.Norfolk VA Specializes in bearings, power transmission equipment, including motors, reducers, and actuators. Omnis Incorporated San Dimas CA Engineering services, drafting pavement management, and GIS services and construction management. Orca Printing & Design Desert Hot Springs CA Printing design, promotional items like buttons, clips, drinkware, key chains and other items. Palm Desert Ace Hardware Palm Desert CA Brick and mortar hardware store in Palm Desert. Patton Enterprise Inc DBA Patton Door and Gate Palm Springs CA Install and service all types of doors, gates, and gate automation. Playcore Wisconsin Inc. DBA Game Time Fort Payne AL Commercial play and recreation equipment, safety surfacing, contractor and installation Recreonics, Inc.Louisville KY Supplying aquatic facilities high quality commercial swimming pool equipment. Rhythm Tech Productions, LLC.Colton CA Provide stage, audio, lighting, video tech service for concerts, events, and theater productions. Sales O'Brien dba T-Squared Professional Engineers, Inc. Vista CA Engineering and technical services firm focused on advancing the human experience. Same Day Express DBA Signature Sculpture Bermuda Dunes CA Expertise in art maintenance, installation and restoration, general clean- up services. Sant Made Dripping Springs TX Providing graphic design, print & digital, web development Scaife Protection Services Lawndale CA Security guard service provider. Shasta Fire Protection, Inc.Thousand Palms CA Fire sprinkler, installation, design service and inspection of sprinkler systems. SHI International Corp Somerset NJ Software, Monitors, Tablets, Printers, Stands, Audio Visual Equipment Sillman Wright Architects Temecula CA Professional Architectural services. Simpler Life Emergency Provisions Redlands CA Emergency and disaster supplier, providing medical and certification kits, and emergency food & water. Sound Image Escondido CA Professional audio, video, control design engineering installation South Coast Industrial Door Corona CA Supplier of landscape rock, construction and decorative stone materials for landscaping. Southern California Grading Irvine CA Earthwork & grading contractor services Southwest Boulder & Stone Inc.Fallbrook CA Landscaping supplier. The [RE]Design Group Server and storage equipment The Christmas Kings Lake Elsinore CA Holiday & event lighting and decorating services. The Kartal Corporation DBA An American Car Wash Palm Desert CA Car washing and detailing specialist located in Palm Desert The Lock Shop Palm Desert CA Locksmith, keys, hardware and on call services. Item 1J-4 Vendor List Fiscal Year 2023-2024 Page 3 of 3 Vendor Name City State Primary Line of Business City of Palm Desert Vendor List Fiscal Year 2023-2024 Tops N Barricades, Inc.Indio CA Traffic control services. TR Design Group, Inc.Riverside CA Architectural services. URETEK USA, Inc.Tomball TX Polyurethane injection for soil stabilization, infrastructure sealing VasSecCo / Vasquez Security Consulting Huntington Beach CA Professional cyber security consulting services for governmental organizations, such as cities, counties and municipalities. Vector USA Networking and security equipment Vintage Landscape Bermuda Dunes CA Full-service landscape resource company, providing landscape construction and maintenance services. Waterline Technologies, Inc.Santa Ana CA Wholesaler retailer of aquatic facility chemicals, equipment service and maintenance. Westcon Construction Services, Inc.Indio CA Concrete Flatwork and Concrete Landscape Western Pump Station San Diego CA Petroleum distributor, dispensers installation, services, repairs, and equipment sales. Western States Converters & Transmissions, Inc Corona CA Transmission dealer, specializing in repair, including factory and warranty work. Winged Solutions, Inc Palm Desert CA Bird mitigation using free flying hawks, falcons to scare off pesty birds, bringing no harm to birds and other animals. Woods Commercial Door, Inc Corona CA Furnish and install overhead and fire doors, roll-up doors, coiling parking garage grilles, and sectional doors. Xpress Graphics Palm Desert CA Digital and offset printer, printing large signs and banners Z&K Consultants, Inc Riverside CA Engineering firm, handling catch basin, construction, labor management, and facility improvement. ZW USA Inc, DBA Zero Waste USA San Diego CA Supplier of dog waste bags, dispensers, dog station can liners. Item 1J-5 [This page has intentionally been left blank.] Page 1 of 1 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: M. Gloria Sanchez, Records Coordinator REQUEST: RESOLUTION TO AUTHORIZE DESTRUCTION OF OBSOLETE RECORDS FROM THE CITY CLERK AND CITY MANAGER DIVISIONS RECOMMENDATION: Adopt a Resolution authorizing the destruction of obsolete records from the City Clerk and City Manager Divisions pursuant to the California Government Code Section 34090. BACKGROUND/ANALYSIS: Government Code Section 34090 permits the destruction of City records with the written consent of the City Attorney and approval of the City Council. The City’s records retention program, adopted on December 15, 2022, by Resolution No. 2022-98, establishes retention periods for all City records and provides for the systematic destruction of obsolete records. Attached is Exhibit “A” the Records Destruction Certificate which lists the records submitted for destruction. The Certificate will be reviewed and signed by the City Attorney as well as the City Clerk prior to destruction of all records. FINANCIAL IMPACT: Destroying obsolete records reduces the costs associated with offsite document storage and records management. REVIEWED BY: Department Director: Anthony J. Mejia City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. 2. Resolution Records Destruction Certificate – Exhibit “A” Item 1K-1 Form RS-2/2023 \\srv-everyone\everyone\Staff Reports - Shared 2\2023\2023-06-22 Staff Reports\Adopt Resolution for Destruction of Records\01 Res 2023- Resolution.docx Wednesday, June 14, 2023 RESOLUTION NO. 2023- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, SETTING FORTH ITS FINDINGS AND AUTHORIZING THE DESTRUCTION OF PAPER RECORDS FROM THE CITY CLERK AND CITY MANAGER DIVISIONS, AS INDICATED ON THE RECORDS RETENTION SCHEDULE (ADOPTED DECEMBER 15, 2022). RECORDS FROM 2005 THROUGH 2020 (EXHIBIT A) WHEREAS, the Office of the City Clerk of the City of Palm Desert, California, has records that have met or exceeded the retention period caused by the official files, records, exhibits, and other documents of said office pursuant to the Retention Schedule set forth on City Council Resolution No. 2022-98; and WHEREAS, said files are not the subject of any claim, litigation, investigation, or audit. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Desert, California, as follows: Section 1. That the above recitations are true and correct and constitute the findings of the City Council in this matter. Section 2. That it does hereby approve the destruction of all documents and records from files as set forth in Exhibit “A,” attached hereto, which have met or exceeded their retention period. Section 3. That the City Clerk Correspondence, Election administrative file, unsuccessful Candidate information, unsuccessful candidate campaign disclosure filings, Library Promotion Committee agenda packets, civil subpoenas, Statements of Economic Interest (Form 700), Closed Claims Against the City, Claim Runs, and City Manager correspondence have exceeded their retention period (Exhibit A). Digital and paper records will be destroyed. ADOPTED ON _________, 2023. ____________________________ KATHLEEN KELLY, MAYOR ATTEST: ________________________________ ANTHONY J. MEJIA CITY CLERK Item 1K-2 June 14, 2023 Page 2 of 2 RESOLUTION NO. 2023- I, Anthony J. Mejia, City Clerk of the City of Palm Desert, hereby certify that Resolution No. 2023-___ is a full, true, and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Desert on ______, 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RECUSED: IN WITNESS WHEROF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on __________________. ________________________________ ANTHONY J. MEJIA CITY CLERK Item 1K-3 EXHIBIT A CITY OF PALM DESERT AUTHORITY TO DESTROY OBSOLETE RECORDS I consent to the destruction of these obsolete records according to Government Code Section 34090 and the City records retention policies and procedures. Dept. Retention No. Description of Record Years Covered Retention Period Shred or Discard City Clerk CW-025 City Clerk – Correspondence 2015-2020 2 yrs. Shred City Clerk CC-024 2018 Election – Administrative File 2018 2 yrs. Shred City Clerk CC-026 Unsuccessful Candidate Information General Municipal Election 2018 Election + 4 yrs. Shred City Clerk BCC-008 Library Promotion Committee – Agenda Packets 2009-2019 2 yrs. Shred City Clerk CW-055 Civil Subpoenas – for Records and Personal Appearance 2016-2019 2 yrs. Shred City Clerk CC-016 Statements of Economic Interest (Form 700) 2012-2013 through 2014-2015 7 yrs. Shred City Clerk CC-021 Campaign Disclosure Filings Unsuccessful Candidates General Municipal Election 2014 and 2016 5 yrs. Shred City Clerk CC-026 Unsuccessful Candidate Information General Municipal Election 2016 Election + 4yrs. Shred City Clerk CC-012 Closed Claims Against the City 2013-2017 2013-2017 Final Resolution +5 yrs. Shred City Clerk CC-011 Claim Runs 2015-2017 5 yrs. Shred City Manager CM-001 Correspondence 2005 2 yrs. Shred Item 1K-4 Citywide Records Management Policy Resolution No. 2022-71 Administrative Procedures Manual CLRK-001 City Clerk Date City Attorney Date Approved by City Council: XX/XX/XXXX Original: City Clerk’s Office Copy: Division Item 1K-5 [This page has intentionally been left blank.] Page 1 of 1 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Michelle Nance, Deputy Clerk I REQUEST: SECOND READING AND ADOPTION OF ORDINANCE NO. 1396 AMENDING CHAPTER 11 (PARKS) AS RELATED TO FACILITY CLASSIFICATIONS AND ALLOWABLE USE RECOMMENDATION: Waive the second reading of the ordinance text in its entirety and read by title only; and adopt Ordinance No. 1396. BACKGROUND/ANALYSIS: On June 8, 2023, the City Council introduced Ordinance No. 1396 for first reading. This report provides for the City Council to waive further reading and adopt the ordinance. The ordinance shall be effective 30 days from adoption. FINANCIAL IMPACT: There is no direct financial impact associated with this action. REVIEWED BY: City Clerk: Anthony J. Mejia ATTACHMENTS: 1.Ordinance No. 1396 Item 1L-1 ORDINANCE NO. 1396 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, AMENDING CHAPTER 11 (PARKS) AS RELATED TO FACILITY CLASSIFICATIONS AND ALLOWABLE USE WHEREAS, the City Council approved Ordinance No. 1389 (Title 11 of the Municipal Code) which provided general provisions for park use, park reservations and park use permits; and WHEREAS, on April 28, 2022, the City Council provided feedback and direction on amendments to Title 11, and directed staff to develop an administrative policy to implement these changes; and WHEREAS, staff worked with the Parks and Recreation Committee to make the requested updates to Title 11, develop a new Administrative Policy for the use of City owned facilities, and update the Portola Community Center Application for Use of Facility and Facility Use Agreement to be consistent with these changes; and WHEREAS, the Parks and Recreation Committee, at its regular meeting on May 2, 2023, voted unanimously to adopt the proposed changes to Title 11. THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Recitals. The City Council finds that the above recitals are true and correct and, accordingly, are incorporated as a material part of this Ordinance. SECTION 2. CEQA. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) because this ordinance is merely clarifying existing law and making minor changes to the City’s existing Municipal Code and pursuant to 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because these clarifications and minor modifications to the City’s Municipal Code have no potential for resulting in physical change to the environment, directly or indirectly. SECTION 3. Amendment to Municipal Code. Title 11 (Parks) of the City of Palm Desert, California, Municipal Code shall be amended and restated to read as follows: “11.01.010 Definitions. The following definitions will be added: “Small Park” means a park that is up to 20 acres in total size. Permits are not issued for Small Parks. Up to 30 people may gather in Small Parks. Group gatherings of 30 people or more are prohibited at Small Parks, and visitors are directed to use Large Parks. Item 1L-2 Ordinance No. 1396 Page 2 “Group gathering” means any music festival, art festival, public dance, political rally, organized meetings, with or without speakers or entertainment or food, or similar gatherings at which music, entertainment or speeches are provided for professional or amateurs or by prerecorded or other means, to which members of the public are invited or admitted for a charge or free of charge, or which is attended by fifty or more persons. Parades and outdoor athletic contests which are otherwise permitted or approved by the city council, or the city manager, or director of public works, or chief of police, are not included within this definition. “Large Park” means a park that is 20 acres or larger in size. Up to 50 people may gather in Large Parks without obtaining a permit. Group gatherings of 50 people or more are required to obtain a permit.;” “11.01.060 Permits for group gatherings No person shall hold, conduct, participate in, attend or address any meeting, organized gathering or assemblage, group picnic celebration, parade, service or exercise, of thirty or more persons, in any Small Park. The above listed activities may be conducted in Large Parks, however group gatherings of fifty people or more shall be required to obtain a written permit granted by the director as provided herein. Competitive recreation events on or off trails in the Santa Rosa Mountains, including the use of developed trailheads in association with a competitive event, are prohibited. The application process for a park use permit for group gatherings is described in detail in Section 11.04.030. (Ord. 1214 § 1, 2010; Ord. 751 § 1, 1994; Ord. 750 § 1, 1994);” “11.04.020 Park use without formal park use permit B. Groups of less than fifty persons desiring the use of Large Park areas or structures, deemed by the director as reservable, may request the director to reserve designated Large Park areas for such use. If the group of less than fifty desires to reserve a specific Large Park area, the group must make application for a formal park use permit. If the group of less than fifty desires to have an activity in the park, the group may utilize the park areas on a first-come, first- served basis as long as the park area is not reserved and the proposed activity meets all other city requirements for park use and the use is reasonable in relation to the use of the park by other persons or as to the effect of such use upon the peace of the neighborhood. (Ord. 751 § 1, 1994; Ord. 750 § 1, 1994);” Item 1L-3 Ordinance No. 1396 Page 3 “11.04.090 Persons to be notified Immediately upon the granting of a permit for a special event, the director shall send a copy of the approved permit to the following: A. B. C. D. E. F. G. H. City Manager; Desert Recreation District; Fire Chief; Riverside County Sheriff’s Department Development Services Director; Economic Development Director; City Risk Manager; Any public official whose authority or functions may be affected by the holding of a group gathering or problems which may arise as a result of the group gathering. (Ord. 751 § 1, 1994; Ord. 750 § 1, 1994).” SECTION 4. Severability. If any section, subsection, clause or phrase of this Ordinance or any part thereof is for any reason held to be invalid, unconstitutional, or unenforceable by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of the Ordinance. The City Council declares that it would have passed each section, subsection, paragraph, sentence, clause, or phrase thereof, irrespective of the fact that any one or more section, subsection, sentence, clause or phrase would be declared invalid, unconstitutional or unenforceable. SECTION 5. Publication. The City Clerk of the City of Palm Desert, California, is hereby directed to publish this Ordinance in the Desert Sun, a newspaper of general circulation, published and circulated in the City of Palm Desert, California, and shall be in full force and effective thirty (30) days after its adoption. ADOPTED ON JUNE 22, 2023. ________________________________ KATHLEEN KELLY MAYOR ATTEST: _________________________________ ANTHONY J. MEJIA CITY CLERK Item 1L-4 Ordinance No. 1396 Page 4 I, Anthony J. Mejia, City Clerk of the City of Palm Desert, California, do hereby certify that Ordinance No. 1396 is a full, true, and correct copy, and was introduced at a regular meeting of the Palm Desert City Council on June 8, 2023, and adopted at a regular meeting of the City Council held on June 22, 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RECUSED: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on ___________________. _________________________________ ANTHONY J. MEJIA CITY CLERK Item 1L-5 [This page has intentionally been left blank.] Page 1 of 1 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Michelle Nance, Deputy Clerk I REQUEST: SECOND READING AND ADOPTION OF ORDINANCE NO. 1397 AMENDING TITLE 11 PARKS, CHAPTER 11.01 GENERAL PROVISIONS, PROHIBITING MYLAR BALLOON USE IN CITY PARKS, AND MAKING A FINDING OF EXEMPTION UNDER CEQA RECOMMENDATION: Waive the second reading of the ordinance text in its entirety and read by title only; and adopt Ordinance No. 1397 BACKGROUND/ANALYSIS: On June 8, 2023, the City Council introduced Ordinance No. 1397 for first reading. This report provides for the City Council to waive further reading and adopt the ordinance. The ordinance shall be effective 30 days from adoption. FINANCIAL IMPACT: There is no direct financial impact associated with this action. REVIEWED BY: City Clerk: Anthony J. Mejia ATTACHMENTS: 1.Ordinance No. 1397 Item 1M-1 ORDINANCE NO. 1397 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, AMENDING TITLE 11 PARKS, CHAPTER 11.01 GENERAL PROVISIONS, PROHIBITING MYLAR BALLOON USE IN CITY PARKS, AND MAKING A FINDING OF EXEMPTION UNDER CEQA WHEREAS, balloons made of foil, metallic foil, or other electrically conductive material, also known as Mylar Balloons, pose a safety hazard when released into the air as they can cause power outages, explosions, downed power lines and damaged infrastructure when coming near or into direct contact with high-voltage power lines, resulting in costly repairs and/or hours of power outages affecting City of Palm Desert residents and businesses; and WHEREAS, State law prohibits the outdoor release of any balloon made of electrically conductive material that is inflated with a gas lighter than air (California Penal Code Section 653.1), and requires an object of sufficient weight to be affixed to each balloon at the time of sale or distribution to counter the lift capability of the balloon, and also requires a permanent warning notice regarding the conductivity and danger of Mylar Balloons, along with the manufacturer's name printed on the balloon (California Business & Professions Code Section 22942); and WHEREAS, on September 18, 2022, AB 847 Electrically Conductive Balloons was chaptered into state law, further requiring any person who sells, offers for sale, or manufacturers for sale in this state, any foil balloon, shall comply with the standardized testing requirements to be established by the Institute of Electrical and Electronics Engineers (IEEE) ensuring the balloon will not cause a fault at high-voltage electric distribution levels no later than four (4) years from the commencement date, or on or around January 1, 2031 (California Business & Professions Code Section 22942); and WHEREAS, the City of Palm Desert desires to implement an additional measure to prohibit the use of Mylar balloons at City parks to mitigate the dangerous impacts from these balloons coming into contact with power lines and otherwise creating a negative impact on the environment; and WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred. THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Recitals. The recitals above are each incorporated by reference and adopted as findings by the City Council. SECTION 2. Amendment to Municipal Code. Palm Desert Municipal Code Title 11 Parks, Chapter 11.01 General Provisions, Section 11.01.010 Definitions is hereby amended to include the definition of “Foil balloon” in alphabetical order as follows: Item 1M-2 Ordinance No. 1397 Page 2 “Foil balloon” means any balloon constructed of electrically conductive material, including, foil, metallic foil, Mylar, or other transparent plastic/polyester resin designed to be inflated with air or other gas including a gas lighter than air causing it to float, and may be used for decorative, toy, or entertainment purposes.” SECTION 3. Amendment to Municipal Code. Palm Desert Municipal Code Title 11 Parks, Chapter 11.01 General Provisions, Section 11.01.010 Definitions is hereby amended to include the definition of “Gas lighter than air” in alphabetical order as follows: “Gas lighter than air” means a gas that has a lower density than normal atmospheric gases and rises above them as a result, including, but are not limited to helium, hydrogen, nitrous oxide, methane, and nitrogen.” SECTION 4. Addition to Municipal Code. Subsection AA. is added to Section 11.01.080 Prohibited conduct generally, Chapter 11.01 General Provisions, Title 11 Parks of the Palm Desert Municipal Code to read as follows: “11.01.080 Prohibited conduct generally. Within the limits of any public park or recreation area of the city, no person shall: […] AA. Possess, bring, decorate with, or use a foil balloon that is filled with a gas lighter than air.” SECTION 5. Severability. If any section, subsection, clause or phrase of this Ordinance or any part thereof is for any reason held to be invalid, unconstitutional, or unenforceable by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of the Ordinance. The City Council declares that it would have passed each section, subsection, paragraph, sentence, clause, or phrase thereof, irrespective of the fact that any one or more section, subsection, sentence, clause or phrase would be declared invalid, unconstitutional or unenforceable. SECTION 6. CEQA. The City Council finds that this Ordinance is exempt from the provisions of the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Sections 15060(c)(2) and 15061(b)(3) in that the proposed changes are not anticipated to result in a direct or reasonably foreseeable indirect physical change in the environment, nor will the proposed changes have the potential for causing a significant effect on the environment. This Ordinance is further exempt from the provisions of CEQA pursuant to Section 15308 of the State CEQA Guidelines as an action to assure the maintenance, restoration, enhancement, or protection of the environment. Item 1M-3 Ordinance No. 1397 Page 3 SECTION 7. Publication. The City Clerk of the City of Palm Desert, California, is hereby directed to publish this Ordinance in the Desert Sun, a newspaper of general circulation, published and circulated in the City of Palm Desert, California, and shall be in full force and effective thirty (30) days after its adoption. ADOPTED ON ________________, 20___. KATHLEEN KELLY MAYOR ATTEST: ANTHONY J. MEJIA CITY CLERK I, Anthony J. Mejia, City Clerk of the City of Palm Desert, California, do hereby certify that Ordinance No. 1397 is a full, true, and correct copy, and was introduced at a regular meeting of the Palm Desert City Council on June 08, 2023, and adopted at a regular meeting of the City Council held on June 22, 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RECUSED: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on _______________________. ANTHONY J. MEJIA CITY CLERK __________________________________ _______________________________ _______________________________ Item 1M-4 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Anthony Mejia, City Clerk REQUEST: LETTER OF OPPOSITION TO SENATE BILL 584 RECOMMENDATION: Authorize the Mayor to issue a letter of opposition to Senate Bill 584 - Laborforce Housing: Short- Term Rental Tax Law. BACKGROUND/ANALYSIS: At the request of the Legislative Review Committee, consisting of Mayor Pro Tem Quintanilla and Mayor Kelly, the City Council is requested to consider authorizing the Mayor to issue a letter of opposition to Senate Bill 584 (Limón) – Laborforce Housing: Short-Term Rental Tax Law (“SB 584”). The League of California Cities is also in opposition to the proposed bill, unless amended. SB 584 would require a 15% state short-term rental (STR) occupancy tax to be collected, as specified, and allocates the funds for the construction, acquisition, and rehabilitation of affordable housing and renter protection programs. The proposed 15% state SRT occupancy tax would be in addition to any Transient Occupancy Tax (TOT) imposed by a municipality or county. In Palm Desert, SB 584 would result in an occupancy tax totaling 28%. FINANCIAL IMPACT: There is no fiscal impact associated with issuance of the proposed letter. REVIEWED BY: City Clerk: Anthony J. Mejia City Manager: Todd Hileman ATTACHMENTS: 1. Draft Letter 2. SB 584 Bill Text & Legislative Analysis Item 1N-1 June 22, 2023 The Honorable Monique Limón Member, California State Senate 1021 O Street, Room 6510 Sacramento, CA 95814 Re: SB 584 (Limón) Laborforce housing: Short-Term Rental Tax Law Notice of OPPOSE UNLESS AMENDED Dear Senator Limón: The City of Palm Desert must take a position of oppose unless amended on your measure SB 584, which would impose a 15% tax on the occupancy of short-term rentals. Proceeds of the tax would be used to provide grants for the creation of “laborforce housing.” SB 584’s intent is laudable, and we appreciate the author’s desire to provide cities with funding for housing development, but the ends do not always justify the means. We support continuing efforts to reduce the cost of developing affordable housing and support the expansion of affordable housing statewide. However, this measure takes a flawed approach by creating a statewide 15% tax on the occupancy of short-term rentals, paid for by the renter of the property. Currently, more than 400 cities and 55 counties impose a local Transient Occupancy Tax (TOT), with the most common rate being 10%. It should be noted that current TOT rates have taken a long time to reach their current levels, often being increased incrementally over many years. For many cities, tourism and hospitality are essential economic drivers, resulting in cities relying on their local TOT as a primary source of General Fund revenue. In fact, in some instances TOT can represent over two-thirds of General Fund revenues, funding fire, police, and other essential services. Imposing a 15% statewide tax on top of existing local rates averaging 10% would cripple this critical local revenue source for these communities by making the cumulative TOT a prohibitive fiscal burden for tourism and hospitality. This cost burden would effectively put crippling downward pressure on these communities by making it unlikely these cities will be able to raise their local TOTs in the future to keep up with inflation to appropriately fund the services that their citizens need. Rather than directly saddling Californians and tourists with an additional tax and restricting local government’s ability to meet the needs of their citizens, we recommend levying a tax or fee on the activity identified in the bill as contributing to the housing crisis, the "commercial use of residential homes and apartments for transient occupancies." The person/entity engaged in that activity is the home/apartment owner, not the transient lodger. For these reasons, the City of Palm Desert respectfully opposes unless amended SB 584. Sincerely, Kathleen Kelly Mayor cc: Gregg Wallis, Assembly Member Steve Padilla, State Senator Erin Sasse, Cal Cities Item 1N-2 AMENDED IN SENATE MAY 18, 2023 AMENDED IN SENATE MAY 1, 2023 AMENDED IN SENATE MARCH 21, 2023 SENATE BILL No. 584 Introduced by Senator Limón (Coauthor: Senator Caballero) February 15, 2023 An act to add Chapter 3.6 (commencing with Section 50535) to Part 2 of Division 31 of the Health and Safety Code, and to add Part 16 (commencing with Section 35500) to Division 2 of the Revenue and Taxation Code, relating to housing, making an appropriation therefor, and declaring the urgency thereof, to take effect immediately. legislative counsel’s digest SB 584, as amended, Limón. Laborforce housing: Short-Term Rental Tax Law. Existing law establishes the Department of Housing and Community Development and sets forth its powers and duties. Existing law establishes various programs providing assistance for, among other things, emergency housing, multifamily housing, farmworker housing, homeownership for very low and low-income households, and downpayment assistance for first-time homebuyers. This bill would enact the Laborforce Housing Financing Act of 2023, and define “laborforce housing” as housing that, among other things, is owned and managed by specified entities solely for the benefit of residents and households unable to afford market rent, and whose residents enjoy certain protections. The bill would establish, in the State Treasury, the Laborforce Housing Fund, to be continuously appropriated 96 Item 1N-3 to the department, establish the Laborforce Housing Fund in the State Treasury, and would make moneys in the fund available to the department, upon appropriation by the Legislature, for the creation of laborforce housing and other specified housing projects by public entities, local housing authorities, and mission-driven nonprofit housing providers, as provided. By creating a new continuously appropriated fund, the bill would make an appropriation. The bill would limit the use of fund moneys to construction or rehabilitation projects that require either that all construction workers on the project are paid at least the applicable prevailing wage rate, or that all contractors and subcontractors at every tier will use a skilled and trained workforce to complete the project, in accordance with specified provisions. These certifications would expand the crime of perjury, thereby imposing a state-mandated local program. Existing law imposes taxes upon income and real property, and taxes upon certain transactions and excise taxes. The Fee Collection Procedures Law provides procedures for the collection of certain fees and surcharges and is administered by the California Department of Tax and Fee Administration (CDTFA). Under existing law, a violation of the Fee Collection Procedures Law is a crime. This bill would, beginning January 1, 2025, impose a tax on the occupancy of a short-term rental in this state at the rate of 15% of the rental price of the short-term rental. The bill would define “short-term rental” for this purpose to mean the occupancy of a home, house, a room in a home or house, or other lodging that is not a hotel, inn, motel, or bed and breakfast, in this state for a period of 30 days or less. The bill would require a short-term rental facilitator, as defined, to collect the tax in the case where the facilitator processes the payment for the rental. The bill would require the operator, as defined, to collect the tax where no facilitator processes payment for the rental. The bill would require all revenues, less refunds and reimbursement to the CDTFA of administration and collection costs, be deposited in the Laborforce Housing Fund. This bill would require the CDTFA to administer and collect the tax pursuant to the Fee Collection Procedures Law. By expanding the application of the crimes associated with the Fee Collection Procedures Law, the bill would impose a state-mandated local program. The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement. 96 — 2 — SB 584 Item 1N-4 This bill would provide that no reimbursement is required by this act for a specified reason. This bill would declare that it is to take effect immediately as an urgency statute. Vote: 2⁄3. Appropriation: yes no. Fiscal committee: yes.​ State-mandated local program: yes.​ The people of the State of California do enact as follows: line 1 SECTION 1. This act shall be known as the Laborforce line 2 Housing Financing Act of 2023. line 3 SEC. 2. Chapter 3.6 (commencing with Section 50535) is added line 4 to Part 2 of Division 31 of the Health and Safety Code, to read: line 5 line 6 Chapter 3.6. Laborforce Housing line 7 line 8 Article 1. General Provisions line 9 line 10 50535. The Legislature finds and declares all of the following: line 11 (a)  The affordable housing crisis in the State of California is a line 12 statewide problem that continues to worsen and that is causing line 13 individual suffering and weighing down the California economy. line 14 No locality has the ability to address this crisis on its own. line 15 (1)  California’s statewide housing crisis is exacerbated by the line 16 commercial use of residential homes and apartments for transient line 17 occupancies. Such commercial use of residential homes and line 18 apartments reduces the supply of residential units available for line 19 permanent residency and raises rents for permanent occupants. line 20 (2)  Current efforts to address the affordable housing crisis by line 21 incentivizing private production of affordable housing by for-profit line 22 and nonprofit developers are laudable, but they are not sufficient line 23 on their own to alleviate the crisis. Nor are rent subsidies for line 24 low-income tenants, while laudable, sufficient on their own to line 25 create an adequate supply of affordable housing. line 26 (3)  The experience in other countries demonstrates that line 27 California’s affordable housing crisis will not be resolved unless line 28 the government plays a greater role in building and rehabilitating line 29 affordable housing projects. The government must learn to play line 30 this role without creating the problems that plagued public housing line 31 projects in the past. 96 SB 584 — 3 — Item 1N-5 line 1 (b)  It is the intent of the Legislature to create a state program line 2 to finance publicly owned housing that is built sustainably with line 3 union labor and that avoids the problems that plagued public line 4 housing projects in the past. If successful, this program can be line 5 expanded in the future. line 6 (c)  It is also the intent of the Legislature to impose a statewide line 7 assessment on the commercial use of residential homes and line 8 apartments for transient occupancy and to use the money collected line 9 to pay for the development and rehabilitation of affordable housing line 10 to partly replace the residential units that are not available for line 11 permanent occupancy. line 12 50535.1. For purposes of this chapter, the following definitions line 13 apply: line 14 (a)  “Afford” and “affordable” mean that a household pays no line 15 more than 30 percent of its household income on rent. line 16 (b)  “Community land trust” has the same meaning as that term line 17 is defined in clause (ii) of subparagraph (C) of paragraph (11) of line 18 subdivision (a) of Section 402.1 of the Revenue and Taxation line 19 Code. line 20 (c) line 21 (b)  “Department” means the Department of Housing and line 22 Community Development. line 23 (d) line 24 (c)  “Extremely low income” has the same meaning as the term line 25 “extremely low income households” is defined in Section 50106 line 26 of the Health and Safety Code. line 27 (e) line 28 (d)  (1)  “Laborforce housing” means housing that meets all of line 29 the following requirements: line 30 (A)  The housing units are owned and managed by a public line 31 entity, a local housing authority, a community land trust, or a line 32 mission-driven not-for-profit private entity solely for the benefit line 33 of residents and households unable to afford market rent. line 34 (B)  Each housing development contains housing units that line 35 accommodate a mix of household income ranges, including line 36 extremely low income, very low income, and low income, as well line 37 as moderate income households unable to afford market rent, and line 38 all housing units are permanently deed-restricted affordable to line 39 households at each of those income levels to ensure that every line 40 household pays an affordable rent. 96 — 4 — SB 584 Item 1N-6 line 1 (C)  Residents of the housing units enjoy the protections set forth line 2 in Section 50539, and shall be afforded due process prior to being line 3 subject to eviction procedures. line 4 (D)  The housing units are protected for the duration of their line 5 useful life, and the land associated with the housing units is line 6 protected permanently from being sold or transferred to any private line 7 person or for-profit entity or a public-private partnership. line 8 (E)  Residents have the right to participate directly and line 9 meaningfully in decisionmaking affecting the operation and line 10 management of the housing units in which they reside. line 11 (2)  “Laborforce housing” includes both new construction of line 12 units of laborforce housing and the acquisition and rehabilitation line 13 of existing housing units preserved as laborforce housing. line 14 (f) line 15 (e)  “Laborforce Housing Fund” means the fund established by line 16 Section 50537. line 17 (g) line 18 (f)  “Low income” has the same meaning as the term “lower line 19 income household” is defined in Section 50079.5 of the Health line 20 and Safety Code. line 21 (h) line 22 (g)  “Mission-driven not-for-profit entity” means an eligible line 23 nonprofit corporation with all of the attributes described in line 24 subparagraph (D) of paragraph (3) of subdivision (a) of Section line 25 2924m of the Civil Code. line 26 (i) line 27 (h)  “Moderate income” has the same meaning as the term line 28 “persons and families of moderate income” is defined in Section line 29 50093 of the Health and Safety Code. line 30 (j) line 31 (i)  “Operator” means a person who is proprietor of a residential line 32 property rented for transient occupancy, whether in the capacity line 33 of owner, lessee, sublessee, mortgagee in possession, licensee, or line 34 any other capacity. Where the operator performs their functions line 35 through a managing agent of any type or character other than an line 36 employee, the managing agent shall also be deemed an operator line 37 for the purposes of this chapter, and shall have the same duties line 38 and liabilities as their principal. line 39 (k) 96 SB 584 — 5 — Item 1N-7 line 1 (j)  “Person” means any individual, firm, partnership, joint line 2 venture, association, social club, fraternal organization, joint stock line 3 company, corporation, estate, trust, business trust, receiver, trustee, line 4 syndicate, or any other group or combination acting as a unit. line 5 (l) line 6 (k)  “Prevailing wage rates” means the wage rates determined line 7 by the Director of Industrial Relations pursuant to Part 7 line 8 (commencing with Section 1720) of Division 2 of the Labor Code. line 9 (m) line 10 (l)  “Project labor agreement” means an agreement that meets line 11 the requirements of Section 2500 of the Public Contract Code. line 12 (n) line 13 (m)  “Rent” means the consideration charged by the operator, line 14 valued in money, for the occupancy of the residential property line 15 rented for transient occupancy, including any fee, including, but line 16 not limited to, a cleaning fee or charge, without any deduction line 17 therefrom whatsoever. line 18 (o) line 19 (n)  “Residential property rented for transient occupancy” means line 20 any structure in the state, or any portion of that structure, which line 21 is zoned for residential use as a home or apartment, and is rented line 22 for transient occupancy for dwelling, lodging, or sleeping purposes. line 23 “Residential property rented for transient occupancy” does not line 24 include a hotel, inn, motel, bed and breakfast, or similar business. line 25 (p) line 26 (o)  “Skilled and trained workforce” has the same meaning as line 27 provided in Chapter 2.9 (commencing with Section 2600) of Part line 28 1 of Division 2 of the Public Contract Code. line 29 (q) line 30 (p)  “Transient occupancy” means the use or possession, or the line 31 right to the use or possession, of any buildings, structures, or line 32 portion thereof for dwelling, lodging, or sleeping purposes, by line 33 reason of concession, permit, right of access, license, or other line 34 agreement for a period of 30 consecutive calendar days or less, line 35 counting portions of calendar days as full days. line 36 (r) line 37 (q)  “Transient occupancy business” means any person in the line 38 business of arranging for the rental of residential property for line 39 transient occupancy. “Transient occupancy business” includes line 40 corporations that advertise residential property for transient 96 — 6 — SB 584 Item 1N-8 line 1 occupancy, accept or facilitate the acceptance of rental payments, line 2 and then pass a portion of those payments on to the operators of line 3 property. line 4 (s) line 5 (r)  “Very low income” has the same meaning as the term “very line 6 low income households” is defined in Section 50105 of the Health line 7 and Safety Code. line 8 50535.2. The department shall adopt rules, policies, guidelines, line 9 or standards to implement this chapter. No rule, policy, guideline, line 10 or standard issued by the department in implementing this chapter line 11 shall be subject to the requirements of the Administrative Procedure line 12 Act (Chapter 3.5 (commencing with Section 11340) of Part 1 of line 13 Division 3 of Title 2 of the Government Code). line 14 line 15 Article 2. Administration of the Laborforce Housing Fund line 16 line 17 50537. (a)  There is hereby established, in the State Treasury, line 18 the Laborforce Housing Fund. Notwithstanding Section 13340 of line 19 the Government Code, the fund is continuously appropriated to line 20 the department without regard to fiscal years for purposes of this line 21 chapter. Moneys in the fund shall be available, upon appropriation line 22 by the Legislature, to the department for purposes of this chapter. line 23 (b)  Revenues deposited in the Laborforce Housing Fund shall line 24 only consist of laborforce housing assessments received by the line 25 department pursuant to Section 50536.5. line 26 50537.1. (a)  Public entities, local housing authorities, and line 27 mission-driven nonprofit housing providers shall be eligible to line 28 receive funding from the Laborforce Housing Fund for the creation line 29 of laborforce housing. line 30 (b)  Notwithstanding ineligibility under subdivision (a), all line 31 housing projects deemed eligible for funding under the “Alternative line 32 Models for Permanent Affordable Housing” program, as set forth line 33 in section 22.618.3(d)(1)(ii)b of Measure ULA (2022), the Los line 34 Angeles Program to Prevent Homelessness and Fund Affordable line 35 Housing (“House LA”), or any substantially identical local line 36 program, shall be eligible for funding under this chapter. line 37 (c)  The department may use revenues deposited in the line 38 Laborforce Housing Fund to pay for the administration and line 39 collection of the laborforce housing assessments. 96 SB 584 — 7 — Item 1N-9 line 1 (c)  The department may use up to 5 percent of program funds line 2 to administer and oversee the program. line 3 50537.2. (a)  No less than 65 percent of funds allocated in a line 4 given year from the Laborforce Housing Fund shall be allocated line 5 to the creation of laborforce housing through new construction. line 6 (b)  A maximum of 30 percent of the funding allocated from the line 7 Laborforce Housing Fund in a given year may be used for the line 8 creation of laborforce housing through acquisition and line 9 rehabilitation of existing housing. line 10 (c)  A maximum of 5 percent of the funding allocated in a given line 11 year from the Laborforce Housing Fund may be used to meet the line 12 operating needs of laborforce housing projects and for planning line 13 and implementation of local laborforce housing or renter protection line 14 programs. line 15 50537.3. (a)  The department shall establish a process for line 16 soliciting applications and shall have discretion to award funding line 17 from the Laborforce Housing Fund in the manner that the line 18 department determines will best effectuate the purposes of this line 19 chapter. line 20 (b)  The department shall endeavor, to the extent feasible, to line 21 award funds collected from the laborforce housing assessments to line 22 laborforce housing projects in the counties in which the funds were line 23 collected. line 24 line 25 Article 3. Labor Standards for Laborforce Housing Projects line 26 line 27 50538. Revenues from the Laborforce Housing Fund may be line 28 used to pay for construction or rehabilitation work on a project line 29 only if either of the following is true: line 30 (a)  All construction and rehabilitation work is subject to a project line 31 labor agreement that requires payment of at least the applicable line 32 prevailing wage rate to all construction workers on the project. line 33 (b)  The department or a local public agency has obtained an line 34 enforceable commitment from the prime contractor or other entity line 35 undertaking the work that all contractors and subcontractors at line 36 every tier will use a skilled and trained workforce to complete the line 37 project. 96 — 8 — SB 584 Item 1N-10 line 1 Article 4. Tenant Protections for Laborforce Housing Projects line 2 line 3 50539. (a)  All of the following protections shall apply to line 4 tenants in a property funded under this chapter: line 5 (1)  Tenants shall be protected from termination or eviction line 6 except for just cause, as defined in Section 1946.2 of the Civil line 7 Code, or a more protective local policy, which protections shall line 8 be in place from the time the tenancy is created, with no waiting line 9 period. line 10 (2)  A tenant who qualifies at the time of the creation of the line 11 tenancy as income eligible shall not be terminated solely on the line 12 basis of a subsequent change in income. line 13 (3)  No household or member of a household that resides in the line 14 property at the time of its acquisition shall be evicted, nor shall line 15 their tenancy be terminated, on the ground of their income or other line 16 eligibility requirements for deed-restricted units in the property. line 17 (4)  The maximum allowable annual rent increase for any unit line 18 shall not exceed the lesser of 3 percent of the rent, or 6 percent of line 19 the California Consumer Price Index. line 20 (5)  No tenant in a property acquired with funding under this line 21 chapter shall be deprived of any rights or protections under state line 22 or local law that they enjoyed prior to the time of its acquisition. line 23 Tenants shall enjoy full rights of association and free speech, line 24 including the right to organize tenant unions, and shall be protected line 25 from any act of discrimination, harassment, or retaliation. line 26 (b)  Notwithstanding any other state or local law, the department line 27 shall require, in the rules, policies, guidelines, or standards adopted line 28 pursuant to Section 50535.2, the inclusion of language in tenant line 29 leases that incorporates the protections of this section, and in the line 30 provisions of Section 1946.2 of the Civil Code or a local policy line 31 that provides greater tenant rights against termination. line 32 SEC. 3. Part 16 (commencing with Section 35500) is added to line 33 Division 2 of the Revenue and Taxation Code, to read: line 34 line 35 PART 16. SHORT-TERM RENTAL TAX LAW line 36 line 37 Chapter 1. General Provisions and Definitions line 38 line 39 35500. This part shall be known, and may be cited, as the line 40 “Short-Term Rental Tax Law.” 96 SB 584 — 9 — Item 1N-11 line 1 35501. For purposes of this part, the following definitions shall line 2 apply: line 3 (a)  “Department” means the California Department of Tax and line 4 Fee Administration. line 5 (b)  “Marketplace” means a physical or electronic place, line 6 including, but not limited to, an internet website or a dedicated line 7 software application, where a short-term rental facilitator facilitates line 8 the occupancy of a short-term rental in this state, regardless of line 9 whether the facilitator has a physical presence in this state. line 10 (c)  “Operator” means a person who is the proprietor of a line 11 short-term rental, whether in the capacity of owner, lessee, line 12 sublessee, mortgagee in possession, licensee, or any other capacity. line 13 Where the operator performs their functions through a managing line 14 agent of any type or character other than an employee, the line 15 managing agent shall also be deemed an operator for the purposes line 16 of this part. line 17 (d)  “Renter” means a person who uses a short-term rental line 18 facilitator to facilitate the occupation of a short-term rental in this line 19 state. line 20 (e)  “Rental price” means the total amount for which a renter line 21 retains the right to occupy a short-term rental, valued in money, line 22 whether paid in money or otherwise. line 23 (f)  “Short-term rental” means the occupancy of a home, house, line 24 a room in a home or house, or other lodging that is not a hotel, line 25 inn, motel, or bed and breakfast, in this state for a period of 30 line 26 days or less. line 27 (g)  (1)  “Short-term rental facilitator” means a person that line 28 facilitates for consideration, regardless of whether it is deducted line 29 as fees from the transaction, the use of a short-term rental that is line 30 not owned by the person facilitating the rental, through a line 31 marketplace operated by the person or a related person, and that line 32 does both of the following: line 33 (A)  Directly, or indirectly through one or more related persons, line 34 engages in any of the following: line 35 (i)  Transmits or otherwise communicates the offer or acceptance line 36 between the renter and the operator. line 37 (ii)  Owns or operates the electronic or physical infrastructure line 38 or technology that brings renters and operators together. line 39 (iii)  Provides a virtual currency that renters are allowed or line 40 required to use to facilitate occupancy of a short-term rental. 96 — 10 — SB 584 Item 1N-12 line 1 (iv)  Software development or research and development line 2 activities related to any of the activities described in paragraph line 3 (2), if such activities are directly related to facilitating short-term line 4 rentals. line 5 (B)  Directly, or indirectly through one or more related persons, line 6 engages in any of the following activities with respect to facilitating line 7 short-term rentals: line 8 (i)  Payment processing services. line 9 (ii)  Listing short-term rentals that are not owned by that person line 10 or a related person. line 11 (iii)  Setting prices. line 12 (iv)  Branding short-term rentals as those of the short-term rental line 13 facilitator. line 14 (v)  Taking orders or reservations. line 15 (2)  Notwithstanding paragraph (1), newspapers, periodicals, line 16 and internet websites are not facilitating a short-term rental under line 17 this part if they meet all the following requirements: line 18 (A)  They advertise short-term rentals. line 19 (B)  They refer renters to the operator by telephone, internet line 20 link, or other means to complete the sale, and do not participate line 21 further in the sale by, either directly or indirectly through line 22 agreements or arrangements with third parties, collecting payment line 23 from the renter. line 24 (C)  Acceptance of the offer to occupy a short-term rental line 25 displayed in the advertisement does not take place upon their line 26 owned and operated electronic or physical infrastructure that brings line 27 renters and operators together. line 28 35502. For purposes of this part, a person is related to another line 29 person if both persons are related to each other pursuant to Section line 30 267(b) of the Internal Revenue Code, as that section was amended line 31 by Section 345 of Division Q of the Consolidated Appropriations line 32 Act, 2016 (Public Law 114-113), and the regulations thereunder. line 33 line 34 Chapter 2. Imposition of Tax line 35 line 36 35504. (a)  Beginning January 1, 2025, a renter shall pay a tax line 37 on the occupancy of a short-term rental in this state at the rate of line 38 15 percent of the rental price of the short-term rental. line 39 (b)  (1)  Where a short-term rental facilitator processes the line 40 payment for the short-term rental, the short-term rental facilitator 96 SB 584 — 11 — Item 1N-13 line 1 shall collect the tax imposed by this section at the time the renter line 2 enters an agreement to occupy the short-term rental. line 3 (2)  Where a short-term rental facilitator does not process line 4 payment for the short-term rental, the operator of a short-term line 5 rental for consideration shall collect the tax imposed by this section. line 6 (c)  (1)  A short-term rental facilitator with de minimis line 7 facilitations of short-term rentals, or a short-term rental operator line 8 with de minimis short-term rental operations, is not required to line 9 collect the tax imposed pursuant to subdivision (a). line 10 (2)  (A)  For purposes of this subdivision, a short-term rental line 11 facilitator is considered to have de minimis facilitations of line 12 short-term rentals if the facilitator derived less than one hundred line 13 thousand dollars ($100,000) from facilitating short-term rentals line 14 during the previous calendar year. The de minimis facilitation line 15 threshold shall be based on the aggregate of all short-term rentals line 16 in the state facilitated by a person or related person. line 17 (B)  For purposes of this subdivision, an operator is considered line 18 to have de minimis short-term rental operations if the operator line 19 derived less than one hundred thousand dollars ($100,000) from line 20 short-term rental operations during the previous calendar year, line 21 including those short-term rental operations facilitated by a line 22 short-term rental facilitator. line 23 line 24 Chapter 3. Administration line 25 line 26 35506. The department shall administer and collect the taxes line 27 imposed by this part pursuant to the Fee Collection Procedures line 28 Law (Part 30 (commencing with Section 55001)). For purposes line 29 of this part, the references in the Fee Collection Procedures Law line 30 to “fee” shall include the taxes imposed by this part, and references line 31 to “feepayer” shall include a person required to pay the taxes line 32 imposed by this part. line 33 35507. (a)  The taxes imposed by this part shall be due and line 34 payable quarterly on or before the last day of the month following line 35 each calendar quarter. line 36 (b)  The payments shall be accompanied by a return filed by the line 37 short-term rental facilitator or operator using electronic media on line 38 or before the last day of the month following each quarterly period line 39 for the preceding quarterly period. Returns shall be authenticated 96 — 12 — SB 584 Item 1N-14 line 1 in a form or pursuant to methods as may be prescribed by the line 2 department. line 3 (c)  The tax that is required to be collected by the short-term line 4 rental facilitator or operator and any amount unreturned to the line 5 renter which is not tax but was collected from the renter under the line 6 representation by the short-term rental facilitator or operator that line 7 it was tax constitutes debts owed by the short-term rental facilitator line 8 or operator to the state. line 9 35508. A short-term rental facilitator or operator that is required line 10 to collect the tax imposed by this part shall register for a permit line 11 with the department using electronic media and shall set forth the line 12 name under which it transacts or intends to transact business and line 13 any other information as the department may require. line 14 35509. (a)  The department may prescribe, adopt, and enforce line 15 regulations relating to the administration and enforcement of this line 16 part, including, but not limited to, collections, reporting, refunds, line 17 and appeals. line 18 (b)  (1)  The department may prescribe, adopt, and enforce line 19 emergency regulations as necessary to implement this part. line 20 (2)  An emergency regulation prescribed, adopted, or enforced line 21 pursuant to this paragraph shall be adopted in accordance with line 22 Chapter 3.5 (commencing with Section 11340) of Part 1 of Division line 23 3 of Title 2 of the Government Code, and, for purposes of that line 24 chapter, including Section 11349.6 of the Government Code, the line 25 adoption of the regulation is an emergency and shall be considered line 26 by the Office of Administrative Law as necessary for the immediate line 27 preservation of the public peace, health and safety, and general line 28 welfare. line 29 35510. All revenues, interest, and penalties derived from the line 30 tax imposed by this part, less refunds and reimbursement to the line 31 department for expenses incurred in administration and collection line 32 of the tax, shall be deposited into the Laborforce Housing Fund line 33 established pursuant to Section 50537 of the Health and Safety line 34 Code. line 35 SEC. 4. No reimbursement is required by this act pursuant to line 36 Section 6 of Article XIIIB of the California Constitution because line 37 the only costs that may be incurred by a local agency or school line 38 district will be incurred because this act creates a new crime or line 39 infraction, eliminates a crime or infraction, or changes the penalty line 40 for a crime or infraction, within the meaning of Section 17556 of 96 SB 584 — 13 — Item 1N-15 line 1 the Government Code, or changes the definition of a crime within line 2 the meaning of Section 6 of Article XIIIB of the California line 3 Constitution. line 4 SEC. 5. This act is an urgency statute necessary for the line 5 immediate preservation of the public peace, health, or safety within line 6 the meaning of Article IV of the California Constitution and shall line 7 go into immediate effect. The facts constituting the necessity are: line 8 In order to address the statewide affordable housing crisis in line 9 California and to prepare for the collection of a laborforce housing line 10 assessment and the process for disbursing funds for laborforce line 11 housing, it is necessary that this act take effect immediately. O 96 — 14 — SB 584 Item 1N-16 SENATE RULES COMMITTEE Office of Senate Floor Analyses (916) 651-1520 Fax: (916) 327-4478 SB 584 THIRD READING Bill No: SB 584 Author: Limón (D), et al. Amended: 5/18/23 Vote: 27 - Urgency SENATE HOUSING COMMITTEE: 8-2, 4/18/23 AYES: Wiener, Blakespear, Caballero, Cortese, McGuire, Skinner, Umberg, Wahab NOES: Ochoa Bogh, Seyarto NO VOTE RECORDED: Padilla SENATE GOVERNANCE & FIN. COMMITTEE: 5-2, 4/26/23 AYES: Caballero, Blakespear, Durazo, Skinner, Wiener NOES: Seyarto, Dahle NO VOTE RECORDED: Glazer SENATE APPROPRIATIONS COMMITTEE: 5-2, 5/18/23 AYES: Portantino, Ashby, Bradford, Wahab, Wiener NOES: Jones, Seyarto SUBJECT: Laborforce housing: Short-Term Rental Tax Law SOURCE: State Building and Construction Trades Council of California DIGEST: This bill requires a 15% state short-term rental (STR) occupancy tax to be collected, as specified, and allocates the funds for the construction, acquisition and rehabilitation of affordable housing and renter protection programs, as specified. ANALYSIS: Existing law establishes several housing programs, administered by HCD, that finance housing rehabilitation and new construction, including but not limited to the following: Item 1N-17 SB 584 Page 2 1) Multifamily Housing Program (MHP) – assists the new construction, rehabilitation, and preservation of permanent and transitional rental housing for lower-income households. 2) Joe Serna Jr., Farmworker Housing Grant Program – finances the new construction, rehabilitation, and acquisition of owner-occupied and rental units for agricultural workers, with a priority for lower-income households. This bill: 1) Defines “laborforce housing” or “laborforce housing projects” (projects) as housing that meets all the following requirements: a) The housing units are owned and managed by a public entity, a local housing authority, or a non-profit, as specified. b) Each development contains units that accommodate a mix of housing of household income ranges at or below moderate income. All units shall be permanently deed-restricted affordable to households at each of those income levels to ensure that every household pays an affordable rent. c) Residents shall enjoy specified tenant protections outlined below. d) The housing units are protected for the duration of their useful life, and the land associated with the housing units is protected permanently from being sold or transferred to any person or for-profit or public-private partnership. e) Residents have the right to participate directly and meaningfully in decision-making affecting the operation and management of the housing units in which they reside. 2) Defines “short-term rental” as the occupancy of a home, house, a room in a home or house or other lodging that is not a hotel, inn, motel, or bed and breakfast in this state for a period of 30 days or less. State short-term rental tax 3) Requires a renter of an STR, beginning after January 1, 2025, to pay a tax on the occupancy of the STR at the rate of 15% of the rental price of the STR to the California Department of Tax and Fee Administration (CTFA). “Rental price” means the total amount for which a renter retains the right to occupy an STR, valued in money, whether paid in money or otherwise. Item 1N-18 SB 584 Page 3 4) Provides that an STR facilitator or operator with de minimis facilitations of STR is not required to collect the tax in (3). De minimis facilitations of STR means the facilitator or operator derived less than $100,000 from STRs during the prior calendar year. 5) Requires funds collected by CTFA shall be deposited in the Laborforce Housing Fund (Fund). Moneys in the fund shall be available upon appropriation by the Legislature. Laborforce housing administration and funding uses 6) Authorizes public entities, local housing authorities, and nonprofit housing provides to receive funding from the Fund. 7) Authorizes HCD to use any funds for administration purposes. 8) Requires no less than 65% of the funds to be allocated to the creation of laborforce housing through new construction. 9) Requires no more than 30% of the funds to be used for the creation of laborforce housing through the acquisition and rehabilitation of existing housing. 10) Requires a maximum of 5% of the funds to be used to meet the operating needs of projects and for planning and implementation of local housing or renter protection programs, and authorizes up to 5% to be utilized for administration. Labor standards 11) Requires funds to be used to pay for construction or rehabilitation work on a project only if either of the following is true: a) All construction and rehabilitation work is subject to a project labor agreement that requires payments of at least the applicable prevailing wage rate to all construction workers on the project. b) HCD or a local public agency has obtained an enforceable commitment from the prime contractor or other entity undertaking the work that all contractors and subcontractors at every tier will use a skilled and trained workforce to complete the project. Item 1N-19 SB 584 Page 4 Tenant protections 12) Requires all of the following protections to apply to tenants in a property funded by this bill: a) Tenants shall be protected from termination or eviction except for just cause, as specified. b) A tenant who qualifies at the time of the creation of the tenancy shall not be terminated solely on the basis of a subsequent change in income. c) No household or member of a household that resides in the property at the time of its acquisition shall be evicted, nor shall their tenancy be terminated on the ground of their income or other eligibility requirements for deed-restricted units in the property. d) The maximum allowable rent increase for any unit shall not exceed the lesser of 3% of the rent or 6% of the California Consumer Price Index. e) No tenant in a property acquired with funding by this bill shall be deprived of any rights or protections under state or local law that they enjoyed prior to the time of its acquisition. Tenants shall enjoy full rights of association and free speech including the right to organize tenant unions and shall be protected from any act of discrimination, harassment, or retaliation. Background Developing housing that is affordable to very low- and low-income families requires some amount of public investment. The high cost of land and construction, as well as regulatory barriers, in California generally makes it economically impossible to build new housing that can be sold or rented at prices affordable to those households. The private sector sometimes provides financial subsidies or land donations mandatorily through inclusionary zoning policies or voluntarily through density bonus ordinances. In most cases, some amount of public financial subsidy is needed from federal, state, and/or local governments. Prior to 1974, the federal government invested heavily in affordable housing construction. When those units began to deteriorate, the Housing Community and Development Act ended most new construction of public housing and the Housing Choice Voucher Program (Section 8) was created in its place. This new program allowed eligible tenants to pay only a portion of their rent (based on their income) and shifted funds from public housing authorities to the private sector. The goal was to eliminate concentrations of low-income people in housing developments. In 1981, the Reagan administration dismantled federal affordable housing funding. From 1978 to 1983, the funding for low- to moderate-income housing decreased by Item 1N-20 SB 584 Page 5 77%. In 1970, there were 300,000 more low-cost rental units (6.5 million) than low-income renter households (6.2 million). By 1985, however, the number of low-cost units had fallen to 5.6 million, and the number of low-income renter households had grown to 8.9 million, a d isparity of 3.3 million units. At the state level, California has invested significantly in affordable housing construction and rehabilitation in recent years through the passage of one -time discretionary actions in the budget and the passage of voter approved bond s. Only funds from the Affordable Housing and Sustainable Communities program (AHSC), federal and state low income housing tax credits, and funds from SB 2 (Atkins, Chapter 364, Statutes of 2017), are ongoing sources of funding. Additionally, investments provided by voter approved general obligation bonds have been fully allocated. These investments, while critical, have not made up for decades of disinvestment from the federal level. Comments 1) Short-term rentals and the housing crisis. Short-term rentals (STRs), such as those listed through Airbnb and VRBO, likely have measurable and inequitable impacts on overall housing affordability, both for rentals and homeownership. A 2020 study by the National Bureau of Economic Research found that for that for every 1% increase in STR listings, overall rents increase by .018% and housing prices increase by .026%. STRs also decrease long -term housing supply overall. Several studies analyzing individual STR markets (Los Angeles and NYC neighborhoods) found that STRs contributed to the removal of between 1-12.5% of a neighborhood’s housing. This may be due to the fact that, as concluded by researchers at Carnegie Mellon University, STRs motivate property owners to convert properties away from the long-term rental market. STRs also may impact communities of color more acutely. First, STRs may be linked to increases in gentrification. For example, a study in Los Angeles found that the prevalence of STRs correlated with rent hikes and gentrification in adjacent districts. In another study of neighborhoods in New York City, the neighborhoods in which landlords are most incentivized to convert long-term rental units into STRs—and therefore those most at risk of rising rents and housing costs and losing affordable housing supply—are those that are currently gentrifying. These NYC neighborhoods were on average 71% non- white. Second, there is documented discrimination against Black hosts on STR platforms, in which racial prejudice based on profile names and photos reduces frequency of reservations to Black-hosted units. These practices indicated that that communities of color may be locked out of the potential income and equity Item 1N-21 SB 584 Page 6 streams that benefit STR landlords, which further exacerbate the racialized effects of gentrification in neighborhoods by the STR market. This bill creates a new program at HCD, which would finance “laborforce” housing units and provide grants to cities, counties, local housing authorities, and eligible non-profits. Funds can be used for the construction of new housing and acquisition and rehabilitation of existing housing. Laborforce housing must be affordable to a mix of incomes at ranges from 120% area median income and below, and shall be permanently deed restricted. All tenants in laborforce housing projects shall enjoy specified tenant protections and all workers on projects funded by HCD for laborforce housing must be subject to a project labor agreement or meet skilled and trained workforce requirements. The program is funded by a new, 15% state STR occupancy tax imposed on STRs rented after January 1, 2025. The tax is imposed on the total amount for which the renter retains to occupy the right to occupy an STR. Facilitators or operators who make less than $100,000 from facilitating STRs during the prior calendar year are not required to collect this tax. The facilitator or operators subject to this new tax is responsible for collecting and remitting it to CTFA. 2) Appropriations amendments. This bill was amended in the Appropriations Committee to remove community land trusts, require money in the fund to be made available upon appropriation, and to allow HCD to use up to 5% of the funds for administration. FISCAL EFFECT: Appropriation: No Fiscal Com.: Yes Local: Yes According to the Senate Appropriations Committee: Short-Term Rental Tax Law  Unknown short-term rental tax revenue gains, potentially in the range of $150 million annually, based on preliminary projections. (deposited into the Laborforce Housing Fund, established by this bill)  CDTFA’s administrative costs have yet to be determined. However, the Department anticipates it would incur substantial administrative costs to implement its provisions of the bill, minimally reaching the millions of dollars annually (General Fund). Cost drivers would include computer programming, notifying affected retailers, modifying tax returns, developing special notices, preparing guidelines for staff, and answering questions from retailers and the Item 1N-22 SB 584 Page 7 public. Ongoing administrative costs would be reimbursed from the tax revenues prior to depositing proceeds into the Laborforce Housing Fund. Laborforce Housing Program  HCD estimates costs of approximately $3.2 million annually for 16.0 PY of staff to develop and administer the new grant program established by this bill, assuming $150 million is appropriated each year. HCD staff would develop and revise guidelines and annual notices of funding availability (NOFAs), develop and revise processes for program monitoring, evaluate fundi ng applications, execute standard agreements, research best practices, and conduct ongoing compliance monitoring and enforcement. HCD indicates that the staffing requirements would increase by an additional 2.0 PY and $374,000 each year for permanent ongoing compliance monitoring. For every $750 million allocated for the program in the aggregate, an additional 2.0 PY of management staff would be required, at a cost of $417,000 ongoing. (Laborforce Housing Fund) SUPPORT: (Verified 5/18/23) State Building and Construction Trades Council of California (source) California Community Land Trust Network California Democratic Party Renters Council California Federation of Teachers AFL-CIO Housing Now! CA Inner City Law Center Public Advocates Inc. Tenants Together Tenemos Que Reclamar Y Unidos Salvar LA Tierra - South LA OPPOSITION: (Verified 5/18/23) Airbnb Airbnb Host Community of The East Bay California Association of Realtors California Housing Partnership Corporation Coastal Orange County Area Airbnb Host Community Fresno Area Airbnb Host Community Home Sharers Democratic Club Housing Contractors of California Lake Arrowhead Airbnb Host Community Item 1N-23 SB 584 Page 8 Long Beach Hosting Club Sonoma, Napa and Marin County Area Host Community Western Electrical Contractors Association Bay Area Council CalAsian Chamber California Chamber of Commerce Chamber of Progress Expedia Group San Francisco Travel Association Silicon Valley Leadership Group TechNet ARGUMENTS IN SUPPORT: According to the author, “SB 584 creates a state program to finance publicly owned housing and addresses our housing crisis by developing homes for the benefit of middle and low-income Californians. This bill creates a statewide assessment on the commercial use of residential homes and apartments for short-term vacation rentals. The grant funds will be distributed to counties proportionate to the amount collected in the local jurisdiction to be used by public entities and local housing authorities to pay for the costs of construction and rehabilitation of affordable housing.” ARGUMENTS IN OPPOSITION: The California Housing Partnership Corporation (CHPC) is opposed due to the labor provisions in the bill. CHPC argues that that in the current constrained labor market, getting at least three bids for prevailing wage contracts is a challenge. This bill would limit the eligible labor pool even further. CHPC further notes the need to provide consistent funding for existing, successful programs. The California Housing Consortium (CHC), writing a letter of concerns, shares the perspective of CHPC, and further requests that the bill be amended to only fund below market rate units. Expedia Group, expedia.com, Hotels.com, and Vrbo, is opposed because it “creates complex and burdensome obligations by establishing first-ever statewide assessment on STRs.” The Western Electrical Contractors Association (WECA) is opposed because the bill mandates the use of project labor agreements for all construction and rehabilitation work. The California Association of Realtors are opposed but did not state any reasons for the opposition. Prepared by: Alison Hughes / HOUSING / (916) 651-4124 5/26/23 12:55:06 **** END **** Item 1N-24 Page 1 of 2 PALM DESERT HOUSING AUTHORITY STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Jessica Gonzales, Housing Manager REQUEST: RATIFICATION OF CONTRACT A45110 WITH DEMO UNLIMITED, INC., IN THE AMOUNT OF $51,683.55 RECOMMENDATION: 1. Ratify the Executive Director’s authorization of Contract A45110 entered with Demo Unlimited, Inc., in the amount of $51,683.55 for the removal of ten carports at One Quail Place pursuant to Section 3.30.160 of the City of Palm Desert Municipal Code. 2. Appropriate $51,683.55 from the Housing Authority’s Committed Reserve Funds to Account Number 8714195-4331100 Housing Authority Replacement Expenditures. BACKGROUND/ANALYSIS: In December 2022, Staff issued a Request for Proposal (“RFP”) for the One Quail Place Parking Lot Rehabilitation. Contract HA45140 was awarded to Jacobsson Engineering Construction Inc., on April 27, 2023. In March 2023, the Housing Authority’s Property Management Group, RPM Company, brought to the City’s attention that there were 10 carports not identified in the RFP that required removal. These 10 carport structures were inspected by the City’s Building and Safety staff who confirmed the risk of eminent structural integrity failure. Pursuant to Section 3.30.160 (c ) of the Municipal Code, the Executive Director may direct staff outside of the procurement methods when an unexpected occurrence poses clear and eminent danger requiring immediate action to protect the health and safety of the public. The Executive Director authorized Staff to engage a demolition contractor to remove and dispose of the carports to mitigate the eminent Health and Safety concern. A quote was solicited from a demolition contractor from the approved Vendor List. Unfortunately, the identified contractor was unable to fulfill the job due to staffing shortages. A second contractor was engaged and completed the work in early May 2023. This recommendation ratifies the Executive Director’s approval in the total amount of $51,683.55 for the cost to have the ten (10) carports removed at One Quail Place. Commission Recommendation: The Housing Commission will review this recommendation at its regular meeting on June 14, 2023. Upon request, a verbal report will be provided. FINANCIAL IMPACT: The fiscal impact is the cost of the contract for the emergency removal of the ten carports in the Item 1O-1 Palm Desert Housing Authority Ratification of Contract A45110 Page 2 of 2 amount of $51,683.55 which will be paid from the Housing Authority Capital Replacement Fund. There is no financial impact to the City’s General Fund. REVIEWED BY: Department Director: Eric Ceja City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo Executive Director: Todd Hileman ATTACHMENTS: 1. Executed Contract A45110 Item 1O-2 Contract No. ______________ 1 Revised 10-14-20 72500.00001\32375220.1 PALM DESERT HOUSING AUTHORITY SHORT FORM CONSTRUCTION CONTRACT Demolition and Removal of 10 Carports at One Quail Place 1.PARTIES AND DATE. This Contract is made and entered into this 20th day of April, 2023 by and between the Palm Desert Housing Authority, a Public Body, Corporate and Politic, a political subdivision organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, County of Riverside, State of California (“Authority”) and Demo Unlimited, Inc., a Corporation with its principal place of business at 51350 Desert Club Drive, Suite 3, La Quinta, California 92253 (“Contractor”). The Authority and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract. 2.RECITALS. 2.1 Authority. The Authority is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the Authority on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing demolition, removal and haul away of debris of ten carports located at One Quail Place, related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of the Authority. The following license classifications are required for this Project: C21- Building Moving, Demolition 2.3 Project. The Authority desires to engage Contractor to render such services for the demolition, removal, and haul away of ten carports located at One Quail Place. Service also includes concrete patch at all vertical post locations within the scope of the ten carports (“Project”) as set forth in this Contract. 2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, Payment and Performance Bonds as required by the Contract. 3.TERMS 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: •Proposal (Exhibit “A”) •Plans and Specifications (Exhibit “B”) •Special Conditions (Exhibit “C”) •Certification Regarding Workers Compensation (Exhibit "D”) •Public Works Contractor Registration Certification (Exhibit "E”) •Payment and Performance Bonds (Exhibit “F”) 3.1.1 Precedence. To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-3 Contract No. ______________ 2 Revised 10-29-19 72500.00001\32375220.1 specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor. 3.2 Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Authority all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference. 3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the Authority (“Change Order”). 3.2.1.1 Change Orders. Changes to the Contract Time (as defined in Section 3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the Authority. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the Authority for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actua lly incurred plus an allowed mark-up of fifteen percent (15%), which shall constitute the entire amount of profit, mark-ups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Nothing herein shall prevent the Parties from agreeing to a lump sum cost. (A) Changes Ordered By The Authority. The Authority may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7) days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined. (B) Changes Requested By Contractor. With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor’s right to a change order. If DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-4 Contract No. ______________ 3 Revised 10-29-19 72500.00001\32375220.1 any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined. 3.2.2 Substitutions/”Or Equal”. Pursuant to Public Contract Code section 3400(b), the Authority may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Authority may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor. The Authority has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the Authority in a timely fashion will result in the rejection of the proposed substitution. Contractor shall bear all of the Authority’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400. 3.3 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Work under this Contract within thirty (30) days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the Authority. Such schedules or milestones may be included as part of Exhibits “A” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the Authority will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Authority as fixed and liquidated DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-5 Contract No. ______________ 4 Revised 10-29-19 72500.00001\32375220.1 damages the sum of two hundred dollars ($200.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract. 3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Authority, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the Authority to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Authority, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work. 3.5 Control and Payment of Subordinates; Contractual Relationship. The Authority retains Contractor on an independent contractor basis and Contractor is not an employee of Authority. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 3.6 Authority’s Basic Obligation. The Authority agrees to engage and does hereby engage Contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the Authority shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below- referenced compensation in accordance with compensation provisions set forth in the Contract. 3.7 Compensation and Payment. 3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, The Authority agrees to pay Contractor the Total Contract Price of fifty-one thousand, six hundred and eighty-three dollars and fifty-five cents ($51,683.55) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written Change Orders approved and signed in advance by the Authority. 3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, the Authority will arrange for payment of the Total Contract Price upon completion and approval by the Authority of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, the Authority will pay Contractor on a monthly basis as DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-6 Contract No. ______________ 5 Revised 10-29-19 72500.00001\32375220.1 provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the Authority an itemized application for payment in the format supplied by the Authority indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the Authority may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the Authority and in such detail and form as the Authority shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments. Contractor shall submit its final invoice to the Authority within thirty (30) days from the last date of the Work or termination in accordance w ith this Contract and failure by the Contractor to submit a timely invoice shall constitute a waiver of its right to final payment. 3.7.3 Prompt Payment. The Authority shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. No progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others. 3.7.4 Contract Retentions. From each approved progress estimate, 5% will be deducted and retained by the Authority, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code section 7107. 3.7.5 Other Retentions. In addition to Contract retentions, the Authority may deduct from each progress payment an amount necessary to protect the Authority from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the Authority in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the Contract Time; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by the Authority during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the Authority, incurred by the Authority for which Contractor is liable under the Contract; and (11) any other sums which the Authority is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Authority to deduct any of these sums from a progress payment shall not constitute a waiver of the Authority’s right to such sums. 3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code section 22300, the Authority will permit the substitution of securities for any monies withheld by the Authority to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Authority, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Authority shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-7 Contract No. ______________ 6 Revised 10-29-19 72500.00001\32375220.1 contract” shall mean the time the Authority has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Authority. 3.7.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract. 3.7.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Authority at the time of payment. To the extent that title has not previously been vested in the Authority by reason of payments, full title shall pass to the Authority at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the Authority, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items. 3.7.9 Labor and Material Releases. Contractor shall furnish the Authority with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by the Authority. 3.8 Labor 3.8.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1000 or more for a public works project or maintenance project, Contractor agrees to fully comply with such Prevailing Wage Laws. The Authority shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Authority, the City and their respective officers, agents, employees, volunteers and representatives free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates. 3.8.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-8 Contract No. ______________ 7 Revised 10-29-19 72500.00001\32375220.1 occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law. 3.8.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker. 3.8.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to the Authority, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor. In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the DIR on a weekly basis and in the format prescribed by the DIR, which may include electronic submission. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 3.8.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. 3.8.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-9 Contract No. ______________ 8 Revised 10-29-19 72500.00001\32375220.1 requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Authority. Contractor shall defend, indemnify and hold the Authority, the City and their respective officers, agents, employees, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. 3.9 Performance of Work; Jobsite Obligations. 3.9.1 Water Quality Management and Compliance. 3.9.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State. 3.9.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site. 3.9.1.3 Other Water Quality Rules Regulations and Policies. Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs. 3.9.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-10 Contract No. ______________ 9 Revised 10-29-19 72500.00001\32375220.1 3.9.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Authority, the City and their respective directors, officers, agents, employees, volunteers and representatives for any alleged violations. In addition, the Authority may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit. 3.9.1.6 Reservation of Right to Defend. The Authority reserves the right to defend any enforcement action brought against the Authority for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Authority for the costs (including the Authority’s attorney’s fees) associated with, any settlement reached between the Authority and the relevant enforcement entity. 3.9.1.7 Training. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.9.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by the Authority, regarding the requirements of the laws, regulations and policies described in paragraph 3.9.1 as they may relate to the Work provided under this Contract. Upon request, the Authority will provide the Contractor with a list of training programs that meet the requirements of this paragraph. 3.9.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 3.9.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Authority in writing. Any necessary changes shall be made by written Change Order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Authority, Contractor shall be solely responsible for all costs arising therefrom. The Authority is a public entity of the State of California subject to certain provisions of the Health & Safety DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-11 Contract No. ______________ 10 Revised 10-29-19 72500.00001\32375220.1 Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. 3.9.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City’s business license fee, if any. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project. 3.9.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for the Authority’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. 3.9.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify the Authority of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by the Authority; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, the Authority shall promptly investigate the conditions to determine whether a Change Order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute. 3.9.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, the Authority shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of the Authority to provide for removal or relocation of such utility facilities. 3.9.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify the Authority against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-12 Contract No. ______________ 11 Revised 10-29-19 72500.00001\32375220.1 subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract. 3.9.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the Contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling. 3.9.10 Inspection Of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine the Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters. 3.9.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Authority immediately and prior to performing any work or altering the condition. 3.10 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify the Authority in writing and shall furnish all labor and material releases required by this Contract. The Authority shall thereupon inspect the Work. If the Work is not acceptable to the Authority, the Authority shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the Authority. Once the Work is acceptable to the Authority, the Authority shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which the Authority may be authorized or directed by law to retain. 3.11 Claims; Government Code Claim Compliance. 3.11.1 Except as otherwise provided in this Contract, if any dispute shall arise between the Authority and Contractor regarding performance of the Work, or any alleged change in the Work, Contractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work to the Authority within three (3) days after commencement of the disputed work. Contractor’s failure to give written notice within the three (3)-day period constitutes an agreement by Contractor that it will receive no extra compensation for the disputed work and shall constitute a waiver of the right to further pursue the claim under the Contract or at law. 3.11.1.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with all applicable law, including but not limited to these statutes. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-13 Contract No. ______________ 12 Revised 10-29-19 72500.00001\32375220.1 3.11.1.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor for: (A) An adjustment to the time for completion including, without limitation, for relief from damages or penalties for delay assessed by the Authority; (B) Payment by the Authority of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled; or (C) An amount the payment of which is disputed by the Authority. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a Change Order, or otherwise failed to follow any procedures contained in the Contract Documents. 3.11.1.3 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes any and all requirements of the Contract Documents pertaining to notices and requests for changes to the Contract Time or Contract Price, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than thirty (30) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim s hall be submitted in writing to the Authority and shall include on its first page the following words in 16 point capital font: “THIS IS A CLAIM.” The Claim shall include all the information and documents necessary to substantiate the Claim, including but not limited to those identified below. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by Contract Documents. Failure to follow such contractual requirements shall bar any Claims or subsequent proceedings for compensation or payment thereon. 3.11.1.4 Supporting Documentation. The Contractor shall submit all claims in the following format: (A) Summary description of Claim including basis of entitlement, merit and amount of time or money requested, with specific reference to the Contract Document provisions pursuant to which the Claim is made (B) List of documents relating to claim: (1) Specifications (2) Drawings (3) Clarifications (Requests for Information) (4) Schedules (5) Other (C) Chronology of events and correspondence DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-14 Contract No. ______________ 13 Revised 10-29-19 72500.00001\32375220.1 (D) Narrative analysis of claim merit (E) Analysis of Claim cost, including calculations and supporting documents (F) Time impact analysis in CPM format 3.11.1.5 Authority’s Response. Upon receipt of a Claim pursuant to this Section, the Authority shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the Authority issues its written statement. (A) If the Authority needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the Authority’s governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the Authority shall have up to three (3) days following the next duly publicly noticed meeting of the Authority’s governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (B) Within 30 days of receipt of a Claim, the Authority may request in writing additional documentation supporting the Claim or relating to defenses or Claims the Authority may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of the Authority and the Contractor. The Authority’s written response to the Claim, as further documented, shall be submitted to the Contractor within 30 days (if the Claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater. 3.11.1.6 Meet and Confer. If the Contractor disputes the Authority’s written response, or the Authority fails to respond within the time prescribed, the Contractor may so notify the Authority, in writing, either within 15 days of receipt of the Authority’s response or within 15 days of the Authority’s failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the Authority shall schedule a meet and confer conference within 30 days for settlement of the dispute. 3.11.1.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the Authority shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the Authority issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the Authority and the Contractor sharing the associated costs equally. The public entity and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-15 Contract No. ______________ 14 Revised 10-29-19 72500.00001\32375220.1 (A) If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (B) For purposes of this Section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Section. (C) Unless otherwise agreed to by the Authority and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. (D) The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed. 3.11.1.8 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a Claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a Claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference. 3.11.1.9 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less: (A) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court. (B) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-16 Contract No. ______________ 15 Revised 10-29-19 72500.00001\32375220.1 3.11.1.10 Government Code Claim Procedures. (A) This Section does not apply to tort claims and nothing in this Section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code. (B) In addition to any and all requirements of the Contract Documents pertaining to notices of and requests for adjustment to the Contract Time, Contract Price, or compensation or payment for additional work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Section 900, et seq. prior to filing any lawsuit against the Authority. (C) Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time or Contract Price for additional work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If Contractor does not comply with the Government Code claim procedure or the prerequisite contractual requirements, Contractor may not file any action against the Authority. (D) A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to Contractor or that should reasonably by known to Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted. 3.11.1.11 Non-Waiver. The Authority’s failure to respond to a Claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the Claim being deemed rejected in its entirety, and shall not constitute a waiver of any rights under this Section. 3.12 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by the Authority. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Authority may terminate this Contract pursuant to the termination provisions provided herein; provided, however, that the Authority needs to provide Contractor with only one (1) day advanced written notice. 3.13 Indemnification. 3.13.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Authority, the City and their respective officers, agents, employees, volunteers and representatives free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-17 Contract No. ______________ 16 Revised 10-29-19 72500.00001\32375220.1 subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses except such Claims caused by the sole or active negligence or willful misconduct of the Authority. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Authority or the Authority’s agents, servants, or independent contractors who are directly responsible to the Authority, or for defects in design furnished by those persons. 3.13.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of Authority’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the Authority, the City and their respective officers, agents, employees, volunteers and representatives. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Authority, the City and their respective officers, agents, employees, volunteers and representatives as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse the Authority for the cost of any settlement paid by the Authority, the City and their respective officers, agents, employees, volunteers and representatives as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Authority’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse the Authority, the City and their respective officers, agents, employees, volunteers and representatives, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the Contractor, the Authority, the City and their respective officers, agents, employees, volunteers and representatives. 3.14 Insurance. 3.14.1 Minimum Requirements. Without limiting Contractor’s indemnification of the Authority, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form that is satisfactory to the Authority. 3.14.1.1 General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, and a $2,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. 3.14.1.2 Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 3.14.1.3 Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-18 Contract No. ______________ 17 Revised 10-29-19 72500.00001\32375220.1 circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (A) A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (B) Pay on behalf of wording as opposed to reimbursement; (C) Concurrency of effective dates with primary policies; (D) Policies shall “follow form” to the underlying primary policies; and (E) Insureds under primary policies shall also be insureds under the umbrella or excess policies. 3.14.1.4 Workers’ Compensation Insurance. Contractor may maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for Contractor’s employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor’s employees. Contractor shall submit to the Authority, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Authority, the City and their respective officers, agents, employees, volunteers and representatives. 3.14.1.5 Pollution Liability Insurance Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to the Authority providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites. 3.14.1.6 Builder’s Risk Insurance. RESERVED. 3.14.2 Other Provisions or Requirements 3.14.2.1 Proof of Insurance. Contractor shall provide certificates of insurance to the Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the Authority at all times during the term of this contract. The Authority reserves the right to require complete, certified copies of all required insurance policies, at any time. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-19 Contract No. ______________ 18 Revised 10-29-19 72500.00001\32375220.1 3.14.2.2 Duration of Coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. The Authority, the City and their respective officers, agents, employees, volunteers and representatives shall continue as additional insureds under such policies. 3.14.2.3 Primary/Non-Contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by the Authority shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Authority before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured. 3.14.2.4 Products/Completed Operations Coverage. Products/ completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The Authority, the City and their respective officers, agents, employees, volunteers and representatives shall be included as additional insureds under the Products and Completed Operations coverage. 3.14.2.5 Authority’s Rights of Enforcement. In the event any policy of insurance required under this Contract does not comply with these requirements, or is canceled and not replaced, the Authority has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by the Authority will be promptly reimbursed by Contractor, or the Authority will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the Authority may cancel this Contract. 3.14.2.6 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. 3.14.2.7 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the Authority, the City and their respective officers, agents, employees, volunteers and representatives, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the Authority, the City and their respective officers, agents, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subcontractors. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-20 Contract No. ______________ 19 Revised 10-29-19 72500.00001\32375220.1 3.14.2.8 Enforcement of Contract Provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Contractor of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder. 3.14.2.9 Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the Authority requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. 3.14.2.10 Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide the Authority with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 3.14.2.11 Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability policies shall provide or be endorsed to provide that the Authority, the City and their respective officers, agents, employees, volunteers and representatives shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Coverage shall be at least as broad as coverage provided by ISO’s Owners, Lessees, or Contractors Additional Insured Endorsement for the ongoing (i.e. ISO Form CG 20 10 07 04) and completed operations (i.e. ISO Form CG 20 37 07 04) of Contractor. 3.14.2.12 Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the Authority and approved of in writing. 3.14.2.13 Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. 3.14.2.14 Pass Through Clause. Contractor agrees to ensure that its sub- consultants, sub-contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements 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 consultants, subcontractors, and others engaged in the Project will be submitted to the Authority for review. 3.14.2.15 Authority’s Right to Revise Requirements. The Authority or its Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-21 Contract No. ______________ 20 Revised 10-29-19 72500.00001\32375220.1 of such change. If such change results in substantial additional cost to the Contractor, the Authority and Contractor may renegotiate Contractor’s compensation. If the Authority reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. 3.14.2.16 Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the Authority. The Authority reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the Authority. 3.14.2.17 Timely Notice of Claims. Contractor shall give the Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Contract, and that involve or may involve coverage under any of the required liability policies. 3.14.2.18 Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 3.15 Bond Requirements. 3.15.1 Payment Bond. If required by law or otherwise specifically requested by the Authority in Exhibit “C” and “F” attached hereto and incorporated herein by reference, Contractor shall execute and provide to the Authority concurrently with this Contract a Payment Bond in an amount required by the Authority and in a form provided or approved by the Authority. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Authority. 3.15.2 Performance Bond. If specifically requested by the Authority in Exhibit “C” and “F” attached hereto and incorporated herein by reference, Contractor shall execute and provide to the Authority concurrently with this Contract a Performance Bond in an amount required by the Authority and in a form provided or approved by the Authority. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Authority. 3.15.3 Bond Provisions. Should, in the Authority’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from the Authority. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Authority, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Authority. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Authority, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Authority. If Contractor fails to furnish any required bond, the Authority may terminate the Contract for cause. 3.15.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-22 Contract No. ______________ 21 Revised 10-29-19 72500.00001\32375220.1 will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Authority. 3.16 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Authority of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Authority in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Authority may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Authority, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Authority by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Authority. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Authority, the Authority shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the Authority for any expenses incurred hereunder upon demand. 3.17 Employee/Labor Certifications. 3.17.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract. 3.17.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-23 Contract No. ______________ 22 Revised 10-29-19 72500.00001\32375220.1 3.17.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same. 3.18 General Provisions. 3.18.1 Authority’s Representative. The Authority hereby designates Jessica Gonzales, Housing Manager, or his or her designee, to act as its representative for the performance of this Contract (“Authority’s Representative”). Authority’s Representative shall have the power to act on behalf of the Authority for all purposes under this Contract except for increasing the Total Contract Price. Contractor shall not accept direction or orders from any person other than the Authority’s Representative or his or her designee. 3.18.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Authority (“′Contractor’s Representative”). Following approval by the Authority, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Authority, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Authority, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the Authority’s written approval. 3.18.3 Termination. This Contract may be terminated by the Authority at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by the Authority for any reason other than the fault of Contractor, the Authority shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, the Authority may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset the Authority’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, the Authority may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. If this Contract is terminated as provided, the Authority may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.18.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from the Authority, the matter shall be referred to the Authority’s Representative, whose decision shall be binding upon Contractor. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-24 Contract No. ______________ 23 Revised 10-29-19 72500.00001\32375220.1 3.18.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the Authority all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the Authority tender final payment to Contractor, without further acknowledgment by the Parties. 3.18.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: CONTRACTOR: DEMO UNLIMITED, INC. 51350 DESERT CLUB DRIVE, STE 3 LA QUINTA, CA 92253 ATTN: CHRIS BLOCH AUTHORITY: PALM DESERT HOUSING AUTHORITY 73-510 FRED WARING DRIVE PALM DESERT, CA 92260-2578 ATTN: JESSICA GONZALES Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18.7 Time of Essence. Time is of the essence in the performance of this Contract. 3.18.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of the Authority. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, the Authority may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee. 3.18.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.18.10 Laws; Venue. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Riverside, State of California. 3.18.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-25 Contract No. ______________ 24 Revised 10-29-19 72500.00001\32375220.1 3.18.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. 3.18.13 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the Authority shall have the right to terminate this Contract without liability. 3.18.14 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the Authority shall have the right to rescind this Contract without liability. For the term of this Contract, no director, official, officer or employee of the Authority, during the term of his or her service with the Authority, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. 3.18.15 Certification of License. 3.18.15.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature. 3.18.15.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826. 3.18.16 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party. 3.18.17 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties. 3.18.18 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing. 3.18.19 Authority’s Right to Employ Other Contractors. The Authority reserves right to employ other contractors in connection with this Project or other projects. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-26 Contract No. ______________ 25 Revised 10-29-19 72500.00001\32375220.1 SIGNATURE PAGE FOR CONSTRUCTION CONTRACT BETWEEN THE PALM DESERT HOUSING AUTHORITY AND DEMO UNLIMITED, INC. IN WITNESS WHEREOF, the Parties have entered into this Contract as of 20TH day of April, 2023. PALM DESERT HOUSING AUTHORITY By: L. TODD HILEMAN EXECUTIVE DIRECTOR ATTEST: By: ANTHONY J. MEJIA CITY CLERK APPROVED AS TO FORM: By: Best Best & Krieger LLP Special Counsel DEMO UNLIMITED By: CAROLYN CURCI PRESIDENT By: CHRIS BLOCH VICE PRESIDENT OF CONSTRUCTION ____________________________________ Contractor’s License Number and Classification ____________________________________ DIR Registration Number (if applicable) QC: _________ Review Bonds: _________ Review Insurance: _________ __________ Initial Review Final Review DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 A, C-21473328 1000777226 Item 1O-27 Contract No. ______________ Exhibit A Revised 10-29-19 72500.00001\32375220.1 EXHIBIT “A” PROPOSAL DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-28 DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E Item 1O-29 DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E Item 1O-30 Contract No. ______________ Exhibit B Revised 10-29-19 72500.00001\32375220.1 EXHIBIT “B” PLANS/SPECIFICATIONS DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-31 DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4EItem 1O-32 Contract No. ______________ Exhibit C Revised 10-29-19 72500.00001\32375220.1 EXHIBIT “C” SPECIAL CONDITIONS ARTICLE 1. BONDS Concurrently with this Contract, the Contractor shall deliver to the Authority four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Authority and included as Exhibit “F” to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the Authority. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price. DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-33 Contract No. ______________ Exhibit D Revised 10-29-19 72500.00001\32375220.1 Carolyn Curci President EXHIBIT “D” CONTRACTOR’S CERTIFICATE REGARDING WORKERS’ COMPENSATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract. DEMO UNLIMITED, INC. By: _________________________ Signature _________________________ Name (Print) _________________________ Title (Print) DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-34 Contract No. ______________ Exhibit E Revised 10-29-19 72500.00001\32375220.1 X EXHIBIT “E” PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public- Works/PublicWorks.html for additional information. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.1 Name of Contractor: Demo Unlimited, Inc. DIR Registration Number: 1000858623 DIR Registration Expiration: June 30, 2023 Small Project Exemption: _____ Yes or _____ No Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges: 1. Contractor shall maintain a current DIR registration for the duration of the project. 2. Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. 3. Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive. Name of Contractor: Demo Unlimited, Inc. Signature: Name and Title: Carolyn Curci, President Dated: 1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark “Yes” in response to “Small Project Exemption.” DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 4/24/2023 Item 1O-35 Contract No. ______________ Exhibit F Revised 10-29-19 72500.00001\32375220.1 EXHIBIT “F” PAYMENT AND PERFORMANCE BONDS DocuSign Envelope ID: 62E1CCB4-3BE6-47C2-B38E-E587AB97CD4E A45110 Item 1O-36 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Veronica Chavez, Director of Finance REQUEST: APPROVE AMENDMENT NO. 2 TO CONTRACT NO. C37610 WITH WILLDAN FINANCIAL SERVICES FOR COMPREHENSIVE USER FEE STUDY AND COST ALLOCATION PLAN RECOMMENDATION: 1.Approve Amendment No. 2 to Contract No. C37610 with Willdan Financial Services for Comprehensive User Fee Study and Cost Allocation Plan. 2.Authorize the City Manager or designee to review and approve written contract amendment and change order requests for unanticipated conditions in an additional amount not to exceed $15,000. 3.Authorize the City Manager to execute the subject amendment. BACKGROUND/ANALYSIS: On May 23, 2019 City Council approved an agreement with Willdan Financial Services (“Willdan”) to conduct a Comprehensive User Fee Study and Cost Allocation Plan. The study had about 25% of the work completed but was put on hold until a later date due to the pandemic. On June 23, 2022 staff assuming the effort, requested to re-engage Willdan to avoid any lost efforts in order to complete this assignment. Upon diving into the various fees and their makeup, staff discovered the varying level of complicity to the outdated fee structure and realized there was a need to modernize, as well as simplify, the current outdated methods to establish user fees. Staff is currently unwinding the current structure and designing of a simplified fee structure for City services including permit fees, plan check, inspections, license fees, community development fees, engineering fees, and fire fees. The entire team understands the necessity for this to be completed to ensure costs are being allocated sufficiently. The last time a full study was done was in 2004. The timeframe to complete the study varies dramatically depending on the City’s current fee structure. Typically, it can take anywhere from 6 months to 2 years. Given that Willdan has already done some of the leg work on this endeavor, and the restructuring is already underway, staff is requesting an extension through June 30, 2024. FINANCIAL IMPACT: The requested amendment merely extends the timeframe to complete the work. Therefore, there is no direct impact to the General Fund. REVIEWED BY: Item 1P-1 City of Palm Desert Extend Term with Willdan on Fee Study Page 2 of 2 Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1.Amendment No. 2 2.Original Contract C37610 Item 1P-2 Contract No. C37610 AMENDMENT NO. 2 TO THE COMPREHENSIVE FEE STUDY AND COST ALLOCATION PLAN AGREEMENT BETWEEN THE CITY OF PALM DESERT AND WILLDAN FINANCIAL SERVICES 1. Parties and Date. This Amendment No. 2 to the Comprehensive Fee Study and Cost Allocation Plan Agreement is made and entered into as of this 22nd day of June, 2023, by and between the City of Palm Desert (“City”) and Willdan Financial Services, a California Corporation with its principal place of business at 27368 Via Industria, Suite 200, Temecula, CA 92590 (“Consultant”). . City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled Professional Services Agreement dated May 23, 2019 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide a comprehensive user fee study. 2.2 Amendment. The City and Consultant desire to amend the Agreement to extend the term of services. The original term has expired as the project was paused as a result of the pandemic and additional required updating. 2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.6.14 of the Agreement. 3. Terms. 3.1 Section 3.1.2 Term states that the term of the agreement shall be from May 27, 2019 to June 30, 2020. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows: “The term of this Agreement shall be from May 27, 2019 to June 30, 2024, unless earlier terminated as provided herein”. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Item 1P-3 Contract No. C37610 Page 2 of 2 Revised 11-2-20 BBK 72500.00001\32445060.1 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO COMPREHENSIVE FEE STUDY AND COST ALLOCATION PLAN AGREEMENT BETWEEN THE CITY OF PALM DESERT AND WILLDAN FINANCIAL SERVICES IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the Professional Services Agreement as of the day and year first above written. CITY OF PALM DESERT Approved By: L. Todd Hileman City Manager Attested By: Anthony J. Mejia City Clerk WILLDAN FINANCIAL SERVICES Signature Name Title QC Insurance ID: _____________ __________ __________ Item 1P-4 GI Y 0 Pfl M DES RT 7 —S I O FRED WARING DRIVE3 PALNI DF.SERT, CALIFORN[A 922G0-25'Jg TEL: 7Go 346—oGi i info@cityofpalmJcscrt.org May 31, 2019 Mr. Chris Fisher Vice President Willdan Financial Services 27-368 Via lndustria, Suite 200 Temecula, California 92950 Dear Mr. Fisher: Subject: Contract No. C37610 - Conduct a Comprehensive Fee Studv and Full Cost Allocation Plan At its regular meeting of May 23, 2019, the Palm Desert City Council, by Minute Motion, authorized City Staff to enter into an agreement with Willdan Financial Services to conduct a Comprehensive Fee Study and Full Cost Allocation Plan in an amount not to exceed $35,855. i Enclosed is a fulfy executed Agreement for your records. If you have any questions or require additional information, please do not hesitate to contact us. Sincerely, RACHELLE D. KLASSEN, MMC i CITY CLERK I RDK:mm Enclosure (as noted) cc/enc: Chris Gerry, Management Analyst Finance Department I i i•1AiVf[DOV ol((l101An[IM Item 1P-5 CONTRACT NO. C37610 CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1.PARTIES AND DATE. This Agreement is made and entered into this 23 d day of May, 2019, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California ("City") and Willdan Financial Services, a Corporation, California, with its principal place of business at 27368 Via lndustria, Suite 200, Temecula, CA 92590 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2.RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain I professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional financial consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. i City desires to engage Consultant to render such professional services for the City's comprehensive user fee study and full cost allocation plan ("ProjecY') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional financial consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. The Services shall be consistent with proposal submitted by the Consultant.i 3.1.2 Term. The term of this Agreement shall be from May 27, 2019, to June 30, 2020, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Pavment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 1- Item 1P-6 CONTRACT NO. C37610 Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3. 2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall irespondtoConsultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable ReQuirements. All work prepared by Consultant shall be subject to the approval of City.I 3.2.4 Substitution of Kev Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Chris Fisher, Vice President. i 3.2.5 Citv's Representative. The City hereby designates Christopher Gerry, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to i Consultant under this Agreement. The City Manager shall be authorized to act on Ciry's behalf and to execute all necessary documents which enlarge the Scope of Work or change the i Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Chris Fisher,I or his/her designee, to act as its representative for the performance of this Agreement Consultant's Representative"). Consultant's Representative shall have full authority to represent BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 2- I Item 1P-7 CONTRACT NO. C37610 and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3. 2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3. 2. 8 Standard of Care; Performance of Emplovees. Consultant shall perform all IServicesunderthisAgreementinaskillfulandcompetentmanner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of I California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants I shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, j and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely i completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services IortoworkontheProject. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time").I Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or "B" attached hereto, or which may be separately agreed upon in writing by the Ciry and Consultant ("Performance Milestones"). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the Ciry will suffer damage. 3.2.10 Laws and Repulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and IregulationsinanymanneraffectingtheperformanceoftheProjectortheServices, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for i all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely I responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3. 2.10.1 Em loyment Eliqibilitv; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 3- Item 1P-8 CONTRACT NO. C37610 and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to ConsultanYs compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections. I 3.2.10.2 Emplovment Eliqibilitv; Subcontractors, Consultants. Sub- subcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and i subconsultants performing any work relating to the Project or this Agreement to make the same IverificationsandcomplywithallrequirementsandrestrictionsprovidedforinSection3.2.10.1. 3.2.10.3 Emplovment Eliqibilitv; Failure to Comqlv. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer j of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub- subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in icompliancewithsuchrequirements. 3.2.10.4 Equal Opportunitv Emplovment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or I termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.5 Air Qualitv. To the extent applicable, Consultant must fully I comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel- powered engine. Consultant shall indemnify City against any fines or penalties imposed by BB&K 2018) 72500.00001\31605678.1 Rev 1i-9-18 4- Item 1P-9 CONTRACT NO. C37610 SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub-consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or properry. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds,fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3. 2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting ConsultanYs indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. A) General Liabilitv Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than$1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO insured contracY' language will not be accepted. i B) Automobile Liabilitv Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City's Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this agreement. C) Professional Liabilitv (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the j effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. D) Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 5- Item 1P-10 CONTRACT NO. C37610 insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. E) Umbrella or Excess.Liabilitv Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability. Such policy or policies shall include the following terms and conditions: 1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) Pay on behalf of wording as opposed to reimbursement; 3) Concurrency of effective dates with primary policies; and 4) Policies shall "follow form" to the underlying primary policies. 5) Insureds under primary policies shall also be insureds under the umbrella or excess policies. If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Contract. 3.2.11.2 Other Provisions or Requirements. I A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at Ianytime. B) Duration of Coveraqe. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his/her agents, representatives, employees or subconsultants. I C) Primary/Non-Contributinq. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a BBB K 2018) 72500.00001\31605678.1 Rev 11-9-18 6- Item 1P-11 CONTRACT NO. C37610 primary and non-contributory basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. D) Citv's Riqhts of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, Ciry has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Ciry may cancel this Agreement. E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or i larger) in accordance with the latest edition of BesYs Key Rating Guide, unless otherwise IapprovedbytheCity's Risk Manager. I F) Waiver of Subroqation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City I of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City of Palm Desert, its elected or appointed officers, agents, i officials, employees and volunteers, and shall require similar written express waivers and insurance clauses from each of its sub-contractors. G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. H) Requirements Not LimitinQ. Requirements of specific i coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Ciry requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers,officials, employees,agents,and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the BB&K 201 B) 72500.00001\31605678.1 Rev 11-9-18 7- Item 1P-12 CONTRACT NO. C37610 performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. K) Prohibition of Undisclosed Coveraqe Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultanYs insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. M) Pass Throuqh Clause. Consultant agrees to ensure that its I sub-consultants, sub-contractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and.assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with i consultants, sub-contractors, and others engaged in the project will be submitted to City for review. N) Citv's Riqht to Revise Specifications. The City or Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. i0) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. P) Timelv Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from ConsultanYs performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Q) Additional Insurance. Consultant shall also procure and i maintain, at its own cost and expense, any additional kinds of insurance, which in its own i judgment may be necessary for its proper protection and prosecution of the Services. I 3.2.12 f Reservedl. i 3.3 Fees and Payments. 3. 3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall i BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 8- Item 1P-13 CONTRACT NO. C37610 not exceed thirty five thousand eight hundred fifty five dollars ($35,855) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized,will be compensated at the rates and manner set forth in this Agreement. 3. 3.2 Pavment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination in accordance with section 3.6.1 and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. j 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement. 3.3. 4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. i Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to I Section 3.1.2, the rate set forth in Exhibit "C" may be adjusted each year at the time of renewal I as set forth in Exhibit "C." 3.4 Labor Code Requirements. 3.4.1 Prevailinq Waqes. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage .rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker I needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim i or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3. 4.2 Reqistration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, BB&K 2o a 72b00.00001\31605678.1 Rev 11-9-18 9- Item 1P-14 CONTRACT NO. C37610 installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect ConsultanYs performance of services, including any delay, shall be ConsultanYs sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant. 3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. i 3. 5 Accounting Records. 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such I records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. i 3. 6 General Provisions. 3.6.1 Termination of Aqreement. 3. 6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7)days before the effective date of such termination. Upon termination, Consultant I shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance I of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Bs&K 20 e 72500.00001\31605678.1 Rev 11-9-18 10- Item 1P-15 CONTRACT NO. C37610 3.6.1.3 Additional Services. In the event this Agreement is terminated . in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Willdan Financial Services 27368 Via lndustria, Suite 200 Temecula, CA 92590 Attn: Chris Fisher, Vice President City:City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Christopher Gerry, Management Analyst Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the parry at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.3 Ownership of Materials and Confidentialitv. 3.6.3.1 Documents & Data; Licensinq of Intellectual Propertv. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement("Documents& Data"). All Documents& Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 11- Item 1P-16 CONTRACT NO. C37610 Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents& Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. 3. 6.3.3 Riqht to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City's sole risk. If City uses or reuses the Documents&Data on any project other than this Project, it shall remove the Consultant's seal from the Documents&Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3. 4 Indemnification — Proprietary Information. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. 3. 6.3.5 Confidentialitv. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other pocuments & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Ciry. 3.6.3.6 Confidential Information. The City shall refrain from releasing ConsultanYs proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal BB&K 201 B) 72500.00001\31605678.1 Rev 11-9-18 12- Item 1P-17 CONTRACT NO. C37610 action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.6.5 jReservedl. 3.6. 6 Indemnification. 3.6. 6.1 To the fullest extent permitted by law, Consultant shall defend with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to properry or persons, including wrongful death, to the extent caused by negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the ConsultanYs Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. 3.6.6.2 If ConsultanYs obligation to defend, indemnify, and/or hold harmless arises out of ConsultanYs performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 3.6.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.6. 8 Governinq Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et se c. prior to filing any lawsuit against the Ciry. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 13- Item 1P-18 CONTRACT NO. C37610 herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 3.6.9 Time of Essence. Time is of the.essence for each and every provision of this Agreement. 3.6.10 Citv's Riqht to Emplov Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assiqns. This Agreement shall be binding on the successors and assigns of the parties. 3. 6.12 Assiqnment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3. 6.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default.or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.16 No Third-Partv Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 Invaliditv; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 14- Item 1P-19 CONTRACT NO. C37610 of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.19 Authoritv to Enter Aqreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authoriry to make this Agreement and bind each respective Party. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3. 7 Subcontracting. 3. 7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. SIGNATURES ON NEXT PAGE] BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 15- Item 1P-20 CONTRACT NO. C37610 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM DESERT AND WILLDAN FINANCIAL SERVICES CITY OF PALM DESERT WILLDAN FINANICAL SERVICES By:By: Lauri Aylaian City Manager Its: Vice President- Grouq Manaqer Printed Name: Chris Fisher ATTEST: gy, B ty-_ lerk Its: Rebekah Smith Printed Name: Assistant Secretary APPROVED AS T FORM: Bes - eger L P City ttorney sB&K 2ois 72500.00001\31605678.1 Rev 11-9-18 16- Item 1P-21 CONTRACT NO. C37610 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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. State of Cal County of LL,lLf C On before me, Date H Insert Name and Title of the Officer personally appeared i ame(s) of Signer(s) 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 PERJURY under the laws of the State of California that the fo.e ing paragraph is true and correct. WITNESS m hand and 'NICOL E S70RMON y r Notary Public-California o Riverside Counry g 1 IOlY M Commisslon lt 2260199 SignatureyComm,Ex'Ires Se'2A,2ozz Sign of Notary Public Place Notary Sea/Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docume t Title or Type of Document: Document Date:l Number f Pages: 9 Signer(s) Other Than Nam d Above: Capacity(ies) a ed by Si ner( Signer's Name: Signer's Name: C Corporate Officer — Title(s): CYCorporate Officer — Title(s): l O Partner — Limited General Partner — Limited O General O Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee Guardian or Conservator Other: Other: Signer Is Re resenl n`} Signer Is Representing: d A 1 02016 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800- 876-6827) Item#5907 Item 1P-22 CONTRACT NO. C37610 EXHIBIT "A" SCOPE OF SERVICES SCOPE OF SERVICES ON NEXT PAGE] BB&K 2018) Exhibit"A"-1 72500.00001\31605678.1 Rev 11-9-18 Item 1P-23 CONTRACT NO. C 3761.0. 5.2.5 Proposed Scope of Services Work Plan Our proposed work plans; described in detail by task, are provided below. We propose to maximize effciency and cost-effectiveness by combining meetings and data gathering efforts between the cost allocation plan and user fee study wherever possible. We explain how each task will be accomplished and identify associated meetings and deliverables:We want to ensure our scope provides quality and clarity and is responsive to the City's needs and specific Iocal circumstances.We will work in concect with the City fo adjust scopes as needed during the course of the studies. Full and OMB Compliant Cost Allocation Plan This proposed scope of services addresses the completion of both the full and OMB compliant versions of the Gost Allocation Plan (CAP):We have noted where activities specific to the OMB compliant plan occur. Task 1: Initial Documenf Request Objecfive: Initial due diligence. Descripfion: Rrior to the kick-off call, relevant documentation will be.obtained and reviewed in order to enhance our understanding of.ttie City's current cost allocation plan and intemal structure of the agency. A written request for specific data will be sent to the City.The data provided in this task wi.11 provide the building blocks for later model development. Our request may include(but is not limited to): Detailed budget and accounting data; Prior year's financial data, salary, position and staffing data; Organizational structure; Prior cost allocation plan and/or user fee documentation and models; and Data related to various allocation bases that may be incorporated as Part of the methodology, i.e. City Council agenda frequencies by department,AP/AR transactions by ciepartment, IT equipment distribution by department, etc. Deliverables: Willdan: Submit information request to City. City: Provide requested data to Willdan(prior to Task 2, Kick-off Call/Refine.Scope).We will follow up with the City to confirrri in writing the data that we have received, or which is still outstanding. TasK 2: . Kick-off Conference CaII/ Refine Scope Objective: Confirm p oject goals and objectives. Identify and resolve policy issues raised by the study and determine appropriate fee categories. Description: Willdan will identify and resolve policy issues typically raised by these studies an.d address data gaps in order to gain a full understanding of the City's goals for the cost allocation plan. We will establish effective lines of communication and processes for information gathering and review. We will also discuss costs that may be not allocable for OMB purposes, and the potential impact on the OMB version of the CAP. During this call,we will ask that the City assign a project manager to serve as its primary contact.The selected City project manager will ensure that available data is provided to Willdan in a timely manner, thereby maintaining adherence to the project's schedule. We will obtain and review the current cost allocation methodology and discuss with City staff. The objective of this review is to determine specific areas of focus as they relate to the City's objectives, and to discuss and evaluate current and potential allocation factors. Meetrngs: One (1) project kick-off conference call to initiate the project, discuss data neecls and methodologies and to address policy issues. We would propose to conduct the user fee study kick-off during this same call, to maximize efficiency and cost effectiveness of staff and Willdan time. Deliverables: Willdan: If needed, a revised project scope and schedule. City: Provide further data requirements and select/introduce City's project manager. co M P R E H E us ivE. Comprehensive User Fee Siudy and Cost Allocation Plan iNNovaTive. 2 City of Palm Deserf,CATRUSTED. Item 1P-24 CONTRACT NO. C37610 - Task 3::Gather Staffing Information and Develop Cost Allocation Plan Model Objecfive: Gather information celated to indirect staffing and functions. Prepare draft cost allocation plan and model. Description: This task involves the gathering of specific information,directiy from City staff;through interviews and discussion, related to the functions served by indirect staff and the departments served by their activities. This task also focuses on the development of, and/or adjustment of existing, allocation bases, and the development and testing of a model that.will ultimately be used to calculate the proper cost allocations derived from data gathered in prior tasks. The model will be developed to incorporate any recent changes in the prov'ision of City services, and fully allocate central service costs. The model .will also be developed to allocate only those costs eligible under OMB Super Circular former A-87) guidelines. This is accomplished by loading relevant data into:the model, identifying wfiich costs are not allocable under OMB guidelines, then employing a toggle that will emove the OMB ineligible costs as appropriate.The 0MB Super Circular compliant model is valuable as the City may receive Federal or State granf funding that mandatescompliance with Fecieral OMB regulations. We will utilize budget and organizational information; and other required information gathered from City staff to complete the work in this task. SPecific discussions will be held to discuss fiases, how central overhead services are provided to and utilized by other departments,• cost categories and allocation criteria, and how these will factor into the overall cost allocation,methodology. . We will work with the Gity to review any existing Internal Service Funds (ISF) and their functions and structures and incorporate them into the model:and methodo.logy. The model ancl methodology will also produce fully loaded hourly billing rates for City staff positioos. These rates will be suitable for a variety of uses, including billing to CIP projects, and in the OMB Super Circular compliant CAP,to Federal grants. Meetings: Conference call with staff to understand structure and operations as model and allocation bases are developed. Key staff will be interviewed to best understand central overhead staffing and functions and#he departments served. Deliverables: Willdan: One(1)user-friendly model in Microsoft Excel format that provides both a full cost allocation plan and an OMB Super Circular compliant cost allocation plan. Task 4: Test and Review Cost Allocation Methodolo 9Y Objective: Test and review model and results with City. Descripfion: The draft cosf allocation plan model will be reviewed with City staff, and adjusted as necessary, to ensure that preliminary allocations provide an accurate depiction of how tfie central overhead costs should be bome by the operating programs and funds. Over .the past several years; we have successfully integrated online meetings by using WebExT"' as an element to our approach:This allows us to remotely guide staff through the model review and allows you the opportunity to interactively change inputs and test approaches: IVleetings: One (1) confere.nce call and online demonstration (WebEx) with the City's management group to review the model. Deliverables: Willdan and City: Draft cost al(ocation plan model review: Task 5: Prepare and Present Draft Report Objective: Prepare the draft cost allocation report. Description: This task involves the draft report preparation. The cost allocation plan's background, model methodologies, and results will be discussed; calculations and supporting data will be presented textually and in easily understood tables and provided to the City. Meefings: One(1)web meeting/confe ence call to present the draft report to City Staff. Deliverables: Willdan: Draft report for City review and input. City: Review of draft report,with comments, and edits: coMaREHeNsive. ComprehensiveUserFeeStudyandCostAllocationPlan iNNovaTivE. 2 CityofPalm Desert,CA TRUSTED. Item 1P-25 CONTRAC NO. C-376 10 - - iTask 6: Discuss and Revise Report : Objective: Review of draft report, cost distribution:methods, and model. Description: An in-depth review of the draft report and model will be conducted to arrive at an optimum allocation method for each expenditure type. Often, through the course of an engagement, comments usually revolve around issues of: understandability; appropriate levels of enterprise funds'cost recovery;etc:; ease of calculation; and overhead costs'distribution methods. Following a round of comments from City staff conceming the draft report, the final report will be prepared for presentation to the.Council. Meefings: One (1)conference call with City staff to review the report with changes and revisions. Deliverables: Draft report, and revised drafUfinal report. Task 7: Prepare and Present Final Report and.Model - Objective: Prepare and presenf the final report to City Council. Educate Cify sfaff on the operation.and use of the model for future mod'ifications. Description: This task is the culmination of the cost allocation plan project. Based on staff comments on the draft report,Willdan will prepare the final report.forpresentation to City Council. Meetings: One(1)meeting with the City Gouncil to present the final plan:This meeting may be held in conjunction with the presentation of the:user rate study results: : We will also provide staff training on the operation and use of the model. Delive ables: Willdan: Provide one (1)electronic PDF file copy of the final report and models (overhead and OMB SuperCircular compliant); and three (3) bound copies,:and one (1) unbound copy to the City. Using. Microsoft.Word and Excel, an updateable electronic copy of the study and models, as well as related schedules,will also be provided on CD/ROM. Comprehensive User Fee Study Task 1: Initial Document Request Objecfive: Initial due diligence; obtain study-related data. Description: Prior to fhe kick-off meeting,.we will obtain and reyiew releyant documentation to further enha.n.ce our understanding of.the services,fees, and rafes to be studied..A written request for.data will:be sent to the City. Please note that Time Survey data is not part of this request and will be gathered during the on-site interviews described in Task 5. We w,ill request information and documentation on current fees and fee programs, activity levels, and budget and staffing information (to the extent not already availa6le) related specifcally to programs and activities which have:associated fees, and for which the City has this level of detail. Deliverables: Wif(dan: Sufimit informafion request to City. City: Provide requested data to Willdan (prior to T'ask 3, Kick-off Meeting/Refine Scope).As with the cost allocation plan,we will follow up with the City to confirm receipt of requested data and information and highlight data elements that are outstanding. Task 2::Compile.lnventory of Current.and Potential Fees: Objective: Willdan will identify a schedule of fees and methodology for calculating the fees. Description: Based on the.results of the initial document request and.independent research, incorporate into our model the existing fees, provided by the City, to comprise fhe parameters of fhe fee study. Meetings: It is possible that.a conference call with the City may be necessary#o discuss new fees to implement o existing fees that may no longer be required; Deliverables: Wiltdan:One(9)draft list of current fees based on initial data provided (to be discussed and finalized during the kick-off call). City: Review completed fee schedule with comments/revisions to be discussed during the kick-off meeting. connPREHENsivE. Comprehensive UserFee Studyand CosfAllocation Plan IN NOVATI V E. 22 City of Palm Deseif,CATRUSTED. Item 1P-26 CONTRACT NO. CM37610 , iTask 3: Kick-off Conference Call/ Refine Scope Objecfive: Gonfirm goals and objectives for the User Fee Study. Identify and resolve policy issues typicaliy raised by a User Fee Study, address gaps i.n data, and refine appropriate existing or new fee categories based on Task 2). Description: Verify our understanding of the City's goals,the City's cosf-recovery policy for user fees,and to fill any gaps in data/information necessary for the project. It is important for the City and Willdan to identify and address any foreseeable problems and maintain open communication throughout the Process. During this:call, we will ask that the City identify a project manager who will serve as the primary contact for the project. The project manager shall have responsibility:for ensuring that all available data is provided in a timely manner, thereby maintaining adherence to the projecYs schedule. Meetings: One(1)project kick-off call to initiate the entire project, discuss data needs,and address policy issues. This will be held in conjunction with the kick-off for the cost allocation Plan.As mentioned in the cost allocation plan work plan,we suggest combining the.kick-off calls to increase efficiency. Deliverables: Willdan: 1)Revised project scope and scheciule(if needed);.and 2)brief summary of policy decisions if needed). City: 1) Proyide further data needs;and 2) determine/introduce City's Project manager. Task 4: Develop Userfee Model Objective: Develop and test model. Description: This task involves the development of the model ultimately used to calculate the departmental fees, based on data and information gathered in previous tasks and in the Time Survey Interviews described in Task 5.To ensure that City policies are met through the imposition of the calculated fees,the model will be formatted to include appropriate costs. Key model inputs will include staff:and allocated overhead costs per position;and relevant budge#data on salaries and benefits. Most of this information will be developed.during the cost allocation plan phase of this project and will be incorporated directly into the:user fee model. We will request clarification and/or additionat data if necessary. The mo.del will build upon the cost allocation plan results, to provide an allocation of administrative and overhead costs to fee related activities and departments providing services to custome s,so that fees and billable rate schedules incorporate applicable costs: Furthermore,the fees and rates charged to customers will also reflect the cost of the services being provided,to the extent possible given policy and/or political considerations: Deliverables: Willdan: One (1) use-friendly model in Microsoft Excel formaf, which, when finalized, City staff can use to calculate fee changes annually;or as often as deemed appropriate by the City Council. Task 5::Time Survey lnterviews and On-site Information Gathering Objective: Meet with City staff to complete Time Surveys and understand service delivery processes:. Description: In order to assist staff with the completion of the survey worksheets;we will schedule one(1)full day of on-site meetings with staff; however, the number of ineetings needed may vary depending on the number of staff and departments involved. The Willdan Team will conduct inter iews with supervisors/managers, as well as other staff, as deemed appropriate and/or necessary; from each department involved in the user fee study to determine the average time required by City staff to provide each of the services for which a fee is collected. The fee model is.designed so that full cost recovery fees are calculated immediately upon input of staff time. These full costs are also compared to current cost recovery levels. This will allow Willdan and City staff to:conclude with a final meeting to review the draft full cost recovery fees, and adjust any times as necessary, once all information has been compiled and input into the fee model: We will schedule the interview5 with staff to minimize any disruption to their normal workflow. Meetings: One (1)full business day of on-site meetings/staff interviews. Deliverables: Willdan and City: Time surveys and draft full cost recovery fees. connPREHErvsive. Comprehensive UserFee Sfudyand CostAllocation Plan i N N ovaT ivE. 23 City of.Palm Desert,CATRUSTED. Item 1P-27 CONTR ACT NO. C 37610 . Task 6: Common Fees Comparison : : . Objective: Examine selected user fees charged by up to five (5) comParable cities in Riverside County, or jurisdictions that are similar to the City of Falm Desert. Descripfion: We will access and use our knowledge of other jurisdictions to benchmark the City's five (5) most common fees or highest yielding fees with comparable jurisdictions agreed: Fee schedules are rarely readily or directly comparable from agency to agency due to definitional and operational differences. For.example, a grading permit in one jurisdiction may include the plan check service,.while the same permit in:another jurisdiction may not, resulting in similar sounding services with widely varying costs. For this reason,Willdan takes a selection of the City's most commonly used and/or highest yielding fees. The survey will con4ain the.following, a comparison of common or similarfees and charges used by: the City and other jurisdictions; cu.rrent and proposed fees and charges unique to the City of Palm Desert; fees and charges used by other public entities not currently used in the City; and.lf possible, identify characteristics and processes unique to the City that account for significant variances in fees and charges used by other jurisdictions. qeliverables: Willdan: Rec.ommendations provided in Task 8 w.ill incorporate the data gathered during our examination. Task 7:.Data Analysis and Final Usec Fee Schedule . 06jective: Incorporate information obtained from on-site surveys to fully develop model. Description: We will update the model, based on information received during the on-site surveys, to generate a comprehensive user fee schedule. In addition; it is very common that a supplemental data request may b.e ne.cessary, based on new fees identified that the City is no,t cu.rrently collecting. Where appropriate;we will suggest and discuss with staff alternate approaches to existing fee programs(i.e.. building fees)and suggest potential areas where fees could be collected where they are not currently. We will present the ful.l cost recovery level for fees, both current and projected under the new calculated fees, and revenue projections; given certain assumptions about the levels of subsidy for different:fees. .Current levels of cost recovery will be compared to actual full costs calculated ciuring. th.e course of this study.Cost will be calculated at reasonable activity levels and include all appropriate direct and indirect costs and overhead.We will review fee programs for compliance with Propositions 218 and 26. in developing the fee schedule,we will make recommendations for new fees where appropriate,based. on our experience with other cities.Some areas for new fees may be due to changes in law(legalized cannabis),or for activities that the City nds itself performing regularl,y,but for which no fee.is collected. Where possible, we will incorporate discussion of the City's economic development policies, and where these may intersect with fee programs, for instance setting fees in a manner that encourages certain activities. The user fee data analysis and model development may take three(3)to four(4)weeks with frequent correspondence with City staff to discuss current cost recoVery amounts, necessary to recover full cost and frequency activity. Meetings: Conference calls and/or web meetings to finalize fee schedule. Deliverables: Final user fee model for Gity Council presentation and discussion.: Task.8::Prepare and:Present Draft Rep.ort Objective: Prepare draft report. Description: This task involves the preparation of the draft report that discusses the study's background, the methodologies utilized in the study, and the results and presentation to various stakeholder groups. As noted below, meetings may occur during this or the:next task as appropriate.The calculations used to generate the user fee study will be included textually, as well as in easy to understand tables. Individual fee summaries by department and a comprehensive fee schedule will be included.The draft report will include the following: Key results and findings; Basic descriptions:of.each service; The full cost of each service and current cost recovery levels; co nn P rt e H e N s vE. Comprehensive User Fee Study and Cost Allocation Plan iNNovaTive. 24 CityofPelm Desert,CA TRUSTED. Item 1P-28 CONTR ACT NO. C-37610 Costs broken down graphically into indirect and direct components; with a graphic display of the level of cost recovery; Fee recommendations with associate levels of cost recovery; Projections of potential fee revenue; Assessment of reasonableness of each City's costs;. Review of reasonableness of current consultant cost structure (for Building Division senrices); As appropriate, recommend alternative methodologies.for building permit fee calculation; and Summa.ry and recommendations. TFie objective of the report is to communicate the recommendation of appropriate fees,which include the appropriate subsidy percentage for those fees where full cost recovery may be unrealistic. Meetings: One(1)conference call with City staff,to present draft results address questions and receive feedback. Deliverables: Willdan: Draft report for City review and comment. City: Review of draft report,with comments and edits. Task 9::Revise:Dr ff Report/Determine Cost Recovery Levels for Recommended Adopfion ' Objective: Review of draft report and fee model. Descripfion; The goal of this task is to conduct an in-depth review of the draft report and model, incorporate feedback and changes as a result of previous discussions, and arrive at an optimum fee structure. Often through the course of. an engagement, City staff will volunteer insightful likes and dislikes regarding the existing fee structure.We listen to this feedback carefully because your staff members know the community best. Comments.usually revolve around issues of: Understandability; Fairness to applicants; Ease of calculation; Appropriate levels of cost recovery; and FuIF cost recovery hourly rates. When adjusting fee recovery levels,we believe it is important to aiidress these concems. Following one.(1) round of comments from City staff.on.the draft report and feedback from City staff, we will prepare the final rePoct fo[presentation to the City Council. Meetings: One(1)online demonstration (WebEx)to review the report and model, with any revisions. Deliverables: Draft report, revised draft/final report. Task 10:Prepare and Present Final Report/Train Staff on Model Objective: Prepare and present.final report to City Council. Train staff on the operation and use of the model for future modifications. Description: This task is the culmination of the entire project.Based on staff comments received regarding the draft report, we will prepare the final report for presentation. Meetings: One(1) meeting with.City Council to present the results and adopt the updated fee schedule.We will also provide staff training on the operation and use.of the model on the same day, during regular business hours. Deliverables: Provide one(1)electro.nic PDF file copy of the final report and models; and if requested provide three 3) bound copies, and one_(1) unbound copy to the City. Using Microsoft Word and Excel, an updateable electronic copy of the study and models,as well as related schedules,will also be provided on CD/ROM. Co M P R E H E N s ivE. Comprehensive User Fee Siudy and Cost A/focation PlanNNovaTivE. 25 City of Palm Desert,CATRUSTED. Item 1P-29 CONTRACT NO. C37610 EXHIBIT "B" SCHEDULE OF SERVICES SCHEDULE OF SERVICES ON NEXT PAGE] BB&K 2018) Exhibit"B"-1 72500.00001\31605678.1 Rev 11-9-18 Item 1P-30 Project.Schedules Willdan understands time is of the essence for the City of Palm Desert to begin this engagement:These schedules can only be met with the cooperation of City staff: Delays in responding to our requests for data and review will result in corresponding.delays to the.project schedule. If that is the case, we will notify the City immediately of the possible impact on the schedule. : Full Cost Allocation Plan Pro ject Sch:edule SCope of Services 1 8 15 22 29 6 13 20 27 3 10 17 24 Task 1: Initial Document Request 1 Task 2: Kick offJ Refine Scope (conference call) 2. Task 3: Gather Staffing Information and Develop Model (conference call) 3 Task 4: Test and Review Cost Allocation Methodology (conference calq j 4 Task 5: Prepare and Fresent Draft Report(meeting) 5:. Task 6: Discuss and Revise Report(conference calq : f B6 : Task 7:prepare and Present Final Report/Train Staff on Moiiel.(mee6ng) 7 . Legend.- n 1: Information Request 5.: Draft Report Z 2: Revised Project Scope and Schedule (if needed)86: Revised Draft Report/Final Report 53: User-friendly:Model in Microsoft Excel 7: Final Report—Hard and Elec onic Copies 4: Draft Cost Allocation Plan Model ReView I Z O C w o COMPREHENSIVE. Compreliensive UserFee Siudyand CostAllocaGon Plan INNOVATIVE. 27 1 ED.City of Pa/m Desert, CA Item 1P-31 Comprehensive User Fee:Study Project Schedule . Scope of Services 1 8 15 22 29 6 13 20I 27 3 10 17 24 1 I 8 15 22I 29 5 12 19 26 Task 1: Initial DocumentRequest 1 Task 2: Compile Inventory of Current and Potential Fees 8 Task 3: Kick-off/ Refine Scope (conference calq 2 Task 4: Develop User Fee Model 3 Task 5: Time Survey Interviews and On-site Information Gathering (meetings) 9 Task 6: Common Fees Comparison 10 Task 7: Data Analysis and Final User Fee Schedule (conference calls) ri";_, t -; Task.8: Prepare and Present Draft Report(conference call) 5 Task 9: Revise Draft Report/Determine Cost Recoyery Levels (conference calq Yr Y r 6 Task 10: Prepare and Present Final Report/Train Staff on Model (mee6ng) Legend: 81: Information Request 8$6: Revised Draft Report/Final Report .. 82: Revised Project Scope and Schedule (if needed) 7; . Final Report—Hard and Electronic Copies . 3: User-friendly Model in Microsoft Excel 8: Draff tist of Current Fees 4: Draft Fee and Rate Model Review 9: Time Sunieys and Draft Full Cost Recovery:Fees 5: Draft Report 810: Common Fee Cortmparison n Z O n w a 0 COMPREHeNsivE. Comprehensive UserFee Studyand CostAlloca6on Plan INNOVATIVE. 28 TRusTe. City of Palm Desert, CA Item 1P-32 CONTRACT NO. C37610 EXHIBIT "C" COMPENSATION SCOPE OF SERVICES ON NEXT PAGE] BB&K 2018) Exhibit"C"-1 72500.00001\31605678.1 Rev11-9-18 Item 1P-33 CONTRACl' O. C-37610 5.2.9 Cost P,•oposal Not-to-Exceed Willdan F.inancial Services("Willdan")proposes a not-to-exceed fixed:fee of$35,855 for the.Fuil Cost Allocation Study, OMB Compliant Cost Allocation Plan and Comprehensive User Fee Study engagement: Below we have presented a breakdown of each specific phase of the project. Full nnd OyiB Compliant Cost Allocation Plan Based on the corresponding work plan identified within Wiltdan's TecFinical Proposal, we propose a not-to=exceed fixed fee of$10,970 to prepare a Full and OMB Compliant Cost Allocation Plan.The table below provides a breakdown of this fee by task and project team member. Eee Proposal C.Fisher T.Thraeher P.Patel R.Quaid Principal-in- Tech Project. Analytical QNTech Charge_____ Nlanager Support Advisor ti. Total 250 $ 165 $ 125 S . 210; Hours Cost v;. Scope of Services . Task 1: Initial Document Request . .. . 1.0 1.0 . 2.0 $ . .290 Task 2: Kick-off/Refine Scope 1.0 1.0 2.0 i 4.0 665 Task.3: Gather Sta ng Information,Deyelop Cost Allocation_Plan Model _. 0 . _. . 6. 0 16,0_._ 23.0 3,240_ Task 4:Test and Review Cost Allocation Methodology 2.0 4. 0 8. 0 1.0 ; 15.0 2,370 Task 5 Prepare and Present Dreft_Report . 1.0 2.0 8.0 1.0 l 12.0 1,790 Task 6: Discuss and Revise Report 1.0 2.0 5.0 8.0 1,205 Task 7; Prepare.and Present Final.Reportlfrain Staff_on Model., __ 2.0 4.0 2. 0 8.0 1,410 i i i i • i Comprehensive User Fee Study Based on the corresponding work plan identified within Willdan's Technical Proposal, we propose a not-to-exceed fixed fee of$24,885 to prepare a Comprehensive User Fee Study. The table below provides a breakdown of this fee by task and project 4eam member. l . Fee Proposal C.Ftsher T.Thresher P.Patel R.Quaid Principal•in- Tech Project Malytical (]AlTech Charge _ Manager Sue ort Advisor Totali250S165 $125 $ 210 Hours Cost Scope_of Senrices_ _ Task.1:_ Initial Document Request_ _ . . ... . __ 1.0 1_0 _ - 2.0 $_ , 290 ITask 2: Compile Inventory of CuRent and Potential Fees 1.0 2.0 3.0 415 Task 3: Kick-off lRefine Scope _ 1.0 2A 2.0 5,0 830 Task 4: Develop User Fee Model 5. 0 16. 0 I _ 21.0 2,825 Task 5: Time Suryey_Interviews and IrtformaUon_Gathering 4.0._ . _. 8.0_ _ ._8_0 20.0 3,320 ITask 6: Common Fees Comparison 1.0 6.0 12.0 19.0 2,740 Task 7: Data Analysis and Final_Fee and Rate Schedute _ .2.0 _ 6.0 32.0 2, 0 i 42.0 5,91_0 Task 8: Prepare and Present Draft Report. 2A 6.0 16. 0 1.0 25.0 3,700 Task 9: Revise DrafUDetermine Cost Recoyery Levels_ 1 A 8.0.8A 2.0 ' 19.0 2,990 ITask 10: Prepare and Present Final ReporUTrain Staff on Model 2.0 6.0 3.0 11.0 1,865 i coMPReHeNsive. Comprehensive UserFee Studyand CostA!location Plan INNOVATIVE. City of Palm Desert, CATRUSTED. Item 1P-34 C• ' T A•T . Notes The cost of preparing the User.Fee:Study and Cost Allocation Plan .can be included in the resulting new fee schedule. The efore, ov,er.time; the City can recover the initial outlayof fu.ncls that was re,quired to complete the studies. Our fee includeS all d.itect expenses associated with the project. We will invoiee the City.mon4hly based on percentage,of project completed: Additional 5ervices may:be authorized bythe City ancl will be billed:at our then-cu renf hourly overhead consulting rates. City shall reimburse Willdan foc any costs Will,dan.incurs,including without limitation,copying cosfs;digitizing costs,. travel expenses, employee time and attome.ys'fees,to respond.to the legal process of any governmental agency relating to City or relating to the project. Reimbursement shall.be at 1Nilldan 's rafes:in effect at the time of.such response.. Hourly Fee Schedule Our current hourly rates are lisfed below. Pos tion Hourly-Rate Group Manager 250 L._, Man ging Principal 240 r -•- ----- - -_ .-: _. : __ l Principal.Consultant .: 210 V __ . Senior Project Manager : . , . 185 r . ,. . Rro ect Mana er..; .165. . '. tl .. s , LL->--,-.- .__--_______------------_: S.enior,Project Analysf...135 ` r Senior Analyst 125 , i 1 y _ . . . . .. Anal st ll 1"10 r_._ r Analyst I 100 L_._...._ coMPReHeNsivE. Comprehens veUserFeeStudyandCos(AllocationPlan i ' INNOVATIVE: 2 City of Palm Desert, CATRUSTEO. Item 1P-35 [This page has intentionally been left blank.] Page 1 of 3 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Neal Ennis, Project Manager REQUEST: AWARD CONTRACT NO. C45010 IN THE AMOUNT OF $325,509 TO MLC CONSTRUCTORS, INC. OF CORONA, CALIFORNIA FOR THE 2022- 2023 BRIDGE PREVENTATIVE MAINTENANCE PROGRAM (PROJECT NO. P 759-23/MFA00007) RECOMMENDATION: 1. Award Contract No. C45010, in the amount of $325,509 to MLC Constructors, Inc. of Corona, California, for the 2022-2023 Bridge Preventative Maintenance Program. 2. Authorize the Director of Finance to set aside a 10% contingency in the amount of $32,551. 3. Authorize the City Manager to review and approve written requests for the use of contingency for unanticipated conditions, per Section 3.30.170 Section A of Ordinance No. 1392. 4. Authorize City Manager or designee to review and approve written contract amendment requests up to the contingency amount. 5. Authorize the City Manager or designee to execute the Agreement and the City Attorney to make non substantive changes to the contract. Funds are available in the Measure A Fund and budgeted in the Capital Improvement Project Account No. 2134359-4400100 BACKGROUND/ANALYSIS: At its April 22, 2021, meeting, the City Council awarded Contract No. C41340 to Dokken Engineering in the amount of $198,035 for engineering and design of bridge maintenance based on recent bridge inspection reports, and to establish a preventive bridge maintenance plan in the form of a Bridge Preventive Maintenance Plan (BPMP) Report so the City is proactively managing its bridge structures. The Structures planned for repair under this work come from the recommendation of Dokken Engineering and are included in the maintenance plan. Strategic Plan: While the Bridge Maintenance Program project is an ongoing maintenance activity and is not a specific objective of the Strategic Plan, maintaining the City’s bridges is an essential function of the City for safety and roadway connectivity. Project Description: As a critical component of the City’s overall bridge management program, Bridge facilities must be regularly inspected and repaired as recommended. The bridge maintenance on five (5) structures for the FY2022/23 cycle includes preventative maintenance to extend useful life of bridges that carry public traffic. Item 1Q-1 City of Palm Desert Award Contract No. C45010 to MLC Constructors, Inc. (Project No. 759-23) Page 2 of 3 The work includes removal and replacement of expansion joints, structural concrete repairs, debris removal, and culvert removal and replacement. The project was advertised for bid on April 15, 2023, closing on April 30, 2023. No bids were received electronically through the City’s bid management portal. In follow up to receiving no submission of bids, plan holder outreach was completed to understand why. Responding contractors identified either 1) excess workload; or 2) incapability of executing scope. Given this scenario, Public Works consulted with the City Attorney B,B & K and followed their recommendation to utilize the informal bid procedure. Staff solicited bids from five (5) qualified contractors on Monday, May 8, 2023, with bids closing on May 19, 2023. Two bids were received. Contractor Location Bid Amount MLC Constructors, Inc. Corona, CA $325,509.00 CT&T Concrete Paving, Inc. Diamond Bar, CA $594,135.00 MLC Constructors, Inc., submitted the lowest responsive bid in the amount of $325,509.00. Staff reviewed the bid documents, and all the required forms were submitted. MLC Constructors has no work history with the City to date but has completed numerous public works projects with other local agencies in Southern California. FINANCIAL IMPACT: This Bridge Preventative Maintenance Program was included in the Capital Improvement Project (CIP) List for Fiscal Year 2022-2023, therefore there is no additional impact to the General Fund. Bridge Preventative Maintenance Program Amount Approved Budget Measure A Account 2134359-4400100 $358,060 Total Project Budget: $358,060 Expended to Date - Contract Amount ($325,509) Contingency ($32,551) Total Budget Remaining - REVIEWED BY: Department Director: Jess Culpeper City Attorney Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 1Q-2 City of Palm Desert Award Contract No. C45010 to MLC Constructors, Inc. (Project No. 759-23) Page 3 of 3 ATTACHMENTS: 1. Agreement 2. Bridge Location Map 3. Proposal - MLC Constructors, Inc. Item 1Q-3 Contract No. C45010 1 CONTRACT & BOND FORMS CONTRACT FOR CONSTRUCTION This Contract for Construction (“Contract”), No. C45010, is made and entered into this 22nd day of June, 2023, by and between City of Palm Desert, a Charter City and municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, sometimes hereinafter called the “City” and MLC Constructors, Inc.,a Corporation in the State of California, with its principle place of business at 710 Rimpau Ave, Ste. 208, Corona, CA 92879 sometimes hereinafter called “Contractor.” WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5, below, for the following Project: 2022-2023 BRIDGE PREVENTIVE MAINTENANCE PROGRAM PROJECT NUMBER 759-23/CDR00002 The project consists of preventive maintenance construction of five bridge structures in the City of Palm Desert. The items of work consist of mobilization, obtaining permits, traffic control and staging, concrete removals, remove asphalt concrete, remove debris, remove joint seal, remove and reshape damaged corrugated metal pipe arch, furnish and install new corrugated metal pipe arch culvert, furnish and install joint seal, construct concrete patches and expansion dam. Contractor is an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation. ARTICLE 2. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 75 Calendar Days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Three Hundred Twenty-Five Thousand Five Hundred Nine Dollars ($325,509.00). Payment shall be made as set forth in the General Conditions. The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule. Item 1Q-4 Contract No. C45010 2 CONTRACT & BOND FORMS ARTICLE 4. LIQUIDATED DAMAGES. Contractor acknowledges that the City will sustain actual damages for each and every Day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $1,000 for each and every Day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following: Notice Inviting Bids Instructions to Bidders Bid Forms Bid Acknowledgement Bid Schedule Bid Guarantee Designation of Subcontractors Information Required of Bidders Non-Collusion Declaration Form Iran Contracting Act Certification Public Works Contractor DIR Registration Certification Performance Bond Payment (Labor and Materials) Bond Contract for Construction General Conditions Special Conditions Specifications Addenda Construction Plans and Drawings Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9 Standard Plans of the City of Palm Desert, latest edition Standard Plans for Public Works Construction, latest edition Caltrans Standard Specifications, latest edition, Except Division 1 Caltrans Standard Plans, latest edition California Manual on Traffic Control Devices for Streets and Highways (CAMUTCD), latest edition Work Area Traffic Control Handbook, latest edition Reference Specifications Approved and fully executed Change Orders Item 1Q-5 Contract No. C45010 3 CONTRACT & BOND FORMS Permits Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties. ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. ARTICLE 7. INDEMNIFICATION AND INSURANCE A. Indemnification 1. To the fullest extent permitted by law, Contractor shall immediately defend (with counsel of the City’s choosing), indemnify and hold harmless the City, its officials, officers, agents, employees, and representatives, and each of them from and against: (a) Any and all claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the City or its officers, employees, or authorized volunteers (including passive negligence), except the sole negligence or willful misconduct or active negligence of the City or its officials, officers, employees, or authorized volunteers; (b) Contractor’s defense and indemnity obligation herein includes, but is not limited to damages, fines, penalties, attorney’s fees and costs arising from claims under the Americans with Disabilities Act (ADA) or other federal or state disability access or discrimination laws arising from Contractor’s Work during the course of construction of the improvements or after the Work is complete, as the result of defects or negligence in Contractor’s construction of the improvements; (c) Any and all actions, proceedings, damages, costs, expenses, fines, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, Item 1Q-6 Contract No. C45010 4 CONTRACT & BOND FORMS resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of Contractor; (d) Any and all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense which any of them may incur with respect to the failure, neglect, or refusal of Contractor to faithfully perform the Work and all of Contractor’s obligations under Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees, incurred by the indemnified parties in any lawsuit to which they are a party. 2. Contractor shall immediately defend, at Contractor’s own cost, expense and risk, with the counsel of the City choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, agents, employees and representatives. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents, employees and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse the City, its officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code section 2782. 3. The provisions of this Article shall survive the termination of this Contract howsoever caused, and no payment, partial payment, or acceptance of occupancy in whole or part of the Work shall waive or release any of the provisions of this Article. B. Insurance 1. Without limiting Contractor’s indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide, and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. 2. General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage, and a $4,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. 3. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Item 1Q-7 Contract No. C45010 5 CONTRACT & BOND FORMS 4. Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automotive liability and employer’s liability. Such policy or policies shall include the following terms and conditions: A drop-down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (a) Pay on behalf of wording as opposed to reimbursement; and (b) Concurrency of effective dates with primary policies; and (c) Policies shall “follow form” to the underlying primary policies; and (d) Insureds under primary policies shall also be insureds under the umbrella or excess policies. 5. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for Contractor’s employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor’s employees. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees and volunteers. 6. Pollution Liability Insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites. 7. Builder’s Risk Insurance. RESERVED C. Other Provisions or Requirements 1. Proof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at Item 1Q-8 Contract No. C45010 6 CONTRACT & BOND FORMS all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 2. Duration of Coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. The City and its officers, officials, employees, and agents shall continue as additional insureds under such policies. 3. Primary/Non-Contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 4. Products/Completed Operations Coverage. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. 5. City’s Rights of Enforcement. In the event any policy of insurance required under this Contract does not comply with these requirements, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor, or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Contract. 6. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. 7. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Contractor or others providing insurance evidence in compliance Item 1Q-9 Contract No. C45010 7 CONTRACT & BOND FORMS with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees and volunteers and shall require similar written express waivers and insurance clauses from each of its subcontractors. 8. Enforcement of Contract Provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 9. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 10. Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) Day notice of cancellation (except for nonpayment for which a ten (10) Day notice is required) or nonrenewal of coverage for each required coverage. 11. Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Coverage shall be at least as broad as coverage provided by ISO’s Owners, Lessees, or Contractors Additional Insured Endorsement for the ongoing (i.e. ISO Form CG 20 10 07 04) and completed operations (i.e. ISO Form CG 20 37 07 04) of Contractor. 12. Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 13. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. 14. Pass Through Clause. Contractor agrees to ensure that its sub-consultants, sub- contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such Item 1Q-10 Contract No. C45010 8 CONTRACT & BOND FORMS coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the Project will be submitted to City for review. 15. City’s Right to Revise Requirements. The City or its Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) Days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. 16. Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. 17. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Contract, and that involve or may involve coverage under any of the required liability policies. 18. Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 19. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City’s Office or may be obtained online at http://www.dir.ca.gov and which must be posted at the job site. ARTICLE 9. FALSE CLAIMS. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides Item 1Q-11 Contract No. C45010 9 CONTRACT & BOND FORMS for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Item 1Q-12 Contract No. C45010 10 CONTRACT & BOND FORMS IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. CITY OF PALM DESERT By: L. Todd Hileman, City Manager ATTEST: By: Anthony J. Mejia, City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney MLC Constructors, Inc. By: Its: President Printed Name: James McCoy By: Its: Secretary Printed Name: Thomas Luby CSLB # 1068632 Class A, B, C10, Contractor’s License Number and Classification _#PW-LR-1000667976_________________ DIR Registration Number (CONTRACTOR’S SIGNATURE MUST BE NOTARIZED AND CORPORATE SEAL AFFIXED, IF APPLICABLE) END OF CONTRACT Item 1Q-13 Contract No. C45010 11 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Item 1Q-14 Contract No. C45010 12 CONTRACT & BOND FORMS BOND FORMS Performance Bond KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of Palm Desert, a Charter City and municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, (hereinafter referred to as the “City”) has awarded to MLC Constructors, Inc., (hereinafter referred to as the “Contractor”) an agreement for Contract No. C45010, (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated April 6, 2023, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, MLC Constructors, Inc., the undersigned Contractor and Markel Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of Three Hundred Twenty Five Thousand Five Hundred and Nine DOLLARS, ($325,509.00), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by the City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by the City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. Item 1Q-15 Contract No. C45010 13 CONTRACT & BOND FORMS Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option: i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Item 1Q-16 Contract No. C45010 14 CONTRACT & BOND FORMS IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above) (Telephone number of Surety ___________________________________________ and Agent or Representative for service of process in California) Item 1Q-17 Contract No. C45010 15 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. Item 1Q-18 Contract No. C45010 16 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached. END OF PERFORMANCE BOND Item 1Q-19 Contract No. C45010 17 CONTRACT & BOND FORMS Payment Bond (Labor and Materials). KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Palm Desert, a Charter City and municipal corporation organized and operating under the laws of the State of California (hereinafter designated as the “City”), by action taken or a resolution passed June 22nd, 2023, has awarded to MLC Constructors, Inc. hereinafter designated as the “Principal,” a contract for the work described as follows: Contract No. C45010 (the “Project”); and WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated April 6, 2023, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and Markel Insurance Company as Surety, are held and firmly bound unto the City in the penal sum of Three Hundred Twenty Five Thousand Five Hundred and Nine Dollars ($325,509) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of Item 1Q-20 Contract No. C45010 18 CONTRACT & BOND FORMS any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or the City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract, including but not limited to, the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By (Attach Attorney-in-Fact Certificate) Title Item 1Q-21 Contract No. C45010 19 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. Item 1Q-22 Contract No. C45010 20 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached. END OF PAYMENT BOND Item 1Q-23 Item 1Q-24 PUBLIC WORKS #759-23 Tille: 2022-2023 Bridge Preventive Maintenance Program 4.BID FORMS 4.·t .BID ACKNO�U�PGMENT� To the City of Palm Desert, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260. A In response to the Contract Documents for project number 2023-IFB-186 and in accordance with the accompanying Instructions to Bidders, the undersigned hereby proposes to the City to furnish all labor, technical and profes sional services, supervision, materials and equipment, other than materials and equipment specified as furnished by the City, and to perform all operations necessary and required to construct the Project in accordance with the provisions of the Contract Documents and any addenda thereto, and at the prices stated opposite the respective items set forth in the Bid Schedule. B.This Bid constitutes a firm offer to the City which cannot be withdrawn for 90 calendar days after the date set for opening of Bids, or until a Contract is executed by the City and a third party, whichever is earlier. C.The undersigned certifies that it has examined and is fully familiar with all of the provisions of the Contract Documents and any addenda thereto; that it has carefully checked all of the words and figures shown in its Bid Schedule; that it has carefully reviewed the accuracy of all statements in this Bid and att achments hereto; and that it understands and agrees that the City will not be responsible for any errors or omissions on the part of the undersigned in preparing this Bid. D.If awarded a Contract, the undersigned agrees to execute and deliver to the City within ten (1 0) Days after date of receipt of Notice of Award, a signed Contract and the necessary Performance Bond, Payment Bond, and Certificates of Insurance and Endorsements. E.All Bid Forms, which have been completed and executed by undersigned Bidder, are incorporated by this reference and made a part of this Bid. F.The undersigned is hereby representing that it is and will be properly licensed both at the time that it submits a Bid as well as at the time the Contract is awarded, if the Contract is awarded to the undersigned. 1.If Individual Contractor. Undersigned certifies that it is now licensed in accordance with the provisions of the Contractor's License Law of the State of California; or 2.If Joint Venture. Undersigned certifies that the individual members of the joint venture are now licensed in accordance with the provisions of the Contractor's License Law of the State of California. 16 Item 1Q-25 PUBLIC WORKS tn59-23 Tille: 2022-2023 Bridge Prevenlive Mainlenance Program I hereby certify under penalty of pe1jury under the laws of the State of California that all of the information submitted in connection with this Bid and all of the representations made herein are true and correct. Ql Please confirm *Response required 4.2.,PUBLIC WORKS CONTRACTOR DIR REGISTRATION CERTIFICAJION*. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public­ Works/PublicWorks.html for additional information. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Bidder hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. Unless Bidder is exempt pursuant to the small project exemption, Bidder further acknowledges: A Bidder shall maintain a current DIR registration for the duration of the project. B.Bidder shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. C.Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive. Ql Please confirm *Response required 4.3.CONTRACTOR'S CERTIFICATE REGARDING WORKERS' COMPENSATION* I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract. Ql Please confirm *Response required 17 Item 1Q-26 PUBLIC WORKS #759-23 Tille: 2022-2023 Bridge Preventive Maintenance Program 4.4. _List the Signatory.{fil Authorized to Sig_n and Bind an Agreement:: (If two (2) signatures are required, include the following information for both signatories) A.Full Name 8.Title C.Physical Business Address D.Email Address E.Phone Number *Response required James McCoy President 710 Rimpau Ave., Ste. 208, Corona, CA 92879 jim@mlcconstructors.com 951-393-0781 Thomas Luby Vice President/ Secretary 710 Rimpua Ave., Ste.208, Corona, CA 92879 tom@mlcconstru ctors.com 951-393-0781 18 Item 1Q-27 ' PUBLIC WORKS #759-23 Title: 2022-2023 Bridge Preventive Maintenance Program 5.BID SCHEDULE Line Item Description 1 Mobilization & Demobilization 2 City of Rancho Mirage Encroachment Permit and Inspection Process Allowance 3 Co achella Valley Water District Encroachment Permit and Inspection Process Allowance 4 Traffic Control and Construction Staging 5 Remove Unsound Concrete 6 Remove Concrete Deck (Portion) 7 Remove Damaged Corrugated Metal Pipe Arch (Portion) 8 Reshape Damaged Corrugated Metal Pipe Arch 9 Remove Existing AC Overlay 10 Remove Existing Joint Seal 11 Debris Removal 12 Joint Seal 13 Rapid Strength Concrete (Patch) 14 Rapid Strength Concrete (Expansion Dam) 15 Corrugated Metal Pipe Arch Culvert TOTAL Quantity 1 1 1 1 17 26 1 1 55 180 1 180 5 95 1 Unit of Unit Cost Total Measure LS ;}/ I 07tJ ;)--/, CJ70 LS r),)-� 9/).c,5 LS lfo,�&o L/O/i06 LS 'µ/1 '-{oS lf/ 4oc;: CF I I IC, 2., 261 Zt/f CF <;70 /Lf1 �20i LS [7, fo05 ·7,00� LS 0/ I t..{-O /0 I ( Lf!J CF ?S.S� t 5 1 :;ro� LF S.0.oD /0;680 LS tS--1 Zt O IS, 2-tO LF !;(p.oD /01 080 CF l.f, I <fD z_o,7o0 CF $'�� S-tv(,;;1>� LS '$1,/io � 1, ('60 ; ;� S-D'7 19 Item 1Q-28 MLC Constructors, Inc. Corporate Resolution of Signing Authority WHEREAS, the Corporation is determined to grant signing and authority to certain person(s) described hereunder. RESOLVED, that the Board of Directors is hereby authorized and approved to authorize and empower the following individual to make, execute, endorse and deliver in the name of and on behalf of the corporation, but shall not be li1nited to, any and all written instruments, agreements, documents, execution of deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates and other instruments of whatever nature· entered into by this Corporation. Name: James McCoy Position/Title: President Telephone Number: 951-393-0781 _ Email Address: jim@mlcconstructors.com Signature//4 The undersigned certifies that he/she is the properly elected and qualified Secretary of the books, records and seal ofMLC Constructors, Inc.; a corporation duly conformed pursuant to the laws of the state of California, and that said meeting was held in accordance with state law and with the Bylaws of the above-named corporation. This resolution has been approved by the Board of Directors of MLC Constructors, Inc. on March 4, 2021. I, as authorized by the Company, hereby ce1iify and attest that all the information above is true and correct. ....----:::::== � � Thomas Luby Secretary I I f I . '•' Item 1Q-29 BID GUARANTEE BID BOND [Note: Not required when other form of Bidder's Security, e.g. cash, certified check or cashier's check, accompanies Bid.] The makers of this bond are, MLC Constructors, Inc. , as Principal, and Markel Insurance Company , as Surety and are held and. firmly bound unto the City of Palm Desert, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, hereinafter called the City, in the penal sum of TEN PERCENT (10%) OF THE TOTAL BID PRICE of the Principal submitted to the City for the work described below, for the. payment of which sum in lawful money of the United States, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that whereas the Principal has submitted the accompanying bid dated May 19 , 20 �. for the 2022-2023 BRIDGE PREVENTIVE MAINTENANCE PROGRAM, PROJECT NUMBER 759-23, CONTRACT NO C45010. If the Principal does not withdraw its Bid within the time specified in the Contract Documents; and if the Principal is awarded the Contract and provides all documents'to the City as required by the Contract Documents; then this obligation shall be null and void. Otherwise, this bond will remain in full force and effect. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents shall affect its obligation under this bond, and Surety does hereby waive notice of any such changes. In the event a lawsuit is brought upon this bond by the City and judgment is recovered, the Surety shall pay all litigation expenses Incurred by the City in such suit, including reasonable attorneys' fees, court costs, expert witness fees and expenses. IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their several seals this 16th day of May , 20-21_, the name and corporate seal of ��pl:t corppration. '\' I ,\ \ 4 I , ,.. (9orporate Seal) (Attach Att_orney-in-Fact Certificate) MLC Constructors, Inc, By __________ __,_ __ _ Attorney-in-Fact, Adria Title Attorney-in-Fact I I M (Coq:~?t~_t~ S~al) Surety '... ...... . ... ·rn1va1enzuela Item 1Q-30 STATE OF CALIFORNIA DEPARTMENT OF INSURANCE SAN FRANCISCO · Amended Certificate of Authority NQ 07500 : THIS IS TO CERTIFY THAT, Pursuant to the I~s11ra11c~ Code of the State ofCalifomia, of laws of Markel Insu1;ance Company Deerfield, Illtnois Illinois , , organized under the , subject to its Articles of lnco,poration or . . . otlierf1111damelllal organiz.ational docim1e11ts, islierel,y a111horized tu transact 1~ithin the State, subject to all provision,s of this Cerlificate, the following classes of i11s111:ance: Fire, Marine, Surety I Disability, Plate Glass:, Ltabil ity, vl9rkers'. Compensation, Comn:ion Can:ier Liability, Boiler· and Machi_n~ry, Burglar y, Cr.edit, Sprinkler, Team and Vehicle, Automobile; and Mis_c .ellaneous as such classes are now or may hereafre·i· be :defined in the lnswwice Laws of the State of Califomia. THIS CERTIFICATE is expressly conditioned upon tl;e holder hereof now and hereafter being in "ull compliance with all, and not in ~·io/atio11 of <iny, of the applicable laws and lcmfu/ reqrdrements nwde :mder authority of the laws of the State of Cplifomia as /911g as such iaws or req11ireme11ts are in effect wd applicable, and as such laws andi'equiremen/s now are; or ,nay hereafter be clwnged or amended. 1N WITNESS WHEREOF, effective as of.the -:--_l _G_t_h __ _ day of January 2002· · , I have hereunto set my ha,id and ca11sed 1i1y6jf(clal seal to be af[1.xed this 2002 By NOTICE: Qualification with the Secretary of SU\te must be accomplished as require . , orpo 'ons Code pr· nptly after issuance of this Cerlificatc of Authority. Pailure to do so will be a violation of Insurun~c, Code Sectlo 01 n (vilfbc grounds for revoking lhls Certificate of Authori ty pursuu111 to the coi1venants made in the opplication therefor an U1e condillons contniued herein. fORMCD•J e OS~ 00 i9391 Item 1Q-31 POA# 510028 JOINT LIMITED POWER OF ATTORNEY KNOW All MEN BY THESE PRESENTS: That Sure Tee Insurance Company, a Corporation duly organized and existing under the laws of the State of Texas and having its principal office in the County of Harris, Texas and Markel Insurance Company (the "Company"!, a corporation duly organized and existing under the laws of the state of Illinois, and having its principal administrative office in Glen Allen, Virginia, doe~ by these presents make, constitute and appoint: Jay P. Freeman, Cynthia J. Young, Christina Mountz, Adriana Valenzuela Their true and lawful agent(s) and attorney(s)-in-fact, each In their separate capacity if more than one Is named above, to make, execute, seal and deliver for and on their own behalf, Individually as a surety or jointly, as co-sureties, and as their act and deed any and all bonds and other undertaking in suretyshlp provided, however, that the penal sum of any one such instrument executed hereunder shall not exceed the sum of: Fifty Million and 00/100 Dollars ($50,000,000.00) This Power of Attorney is granted and is signed and sealed under and by the authority of the following Resolutions adopted by the Board of Directors of sureTec Insurance Company and Markel Insurance Company: "RESO~VED, That the President, any Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer and each of them hereby is authorized to execute powers of attorney, and rnch authority can be executed by use of facsimile signature, which may be attested or acknowledged by any officer or attorney, of the company, qualifying the attorney or attorneys named in the given power of attorney, to execute in behalf of, and acknowledge as the act and deed of the SureTec Insurance Company and Markel Insurance Company, as the case may be, all bond undertakings and contracts of suretyship, and to affix the corporate seal thereto." IN WITNESS WHEREOF, Markel Insurance Company and SureTec Insurance Company have caused their official seal to be hereunto affixed and these presents to be signed by their duly authorized officers on the 24th day of January , 2023 • sureTec Insurance Company Michael C. Keimig, President State ofTexas County of Harris: On this 24tl1 day of January , 2023 A. D., before me, a Notary Public of the State ofTexas, In and for the County of Harris, duly commissioned and qualified, came THE ABOVE OFFICERS OF THE COMPANIES, to me personally known to be the Individuals and officers described In, who executed the preceding Instrument, and they acknowledged the execution of same, and being by me duly sworn, disposed and said that they are the officers of the said companies aforesaid, and that the seals affixed to the proceeding instrument are the Corporate Seals of said Companies, and the said Corporate Seals and their signatures as officers were duly affixed and subscribed to the said Instrument by the authority and direction of the said companies, and that Resolutions adopted by the Board of Di rectors of said Companies referred to in the preceding Instrument is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand, and affixed my Offlclal Seal at the County of Harris, the day and year first above written. By: We, the undersigned Officers of SureTec Insurance Company and Markel Insurance Company do herby certify that the original POWER OF ATTORNEY of which the foregoing is a full, true and correct copy is still in full force and effect and has not been revoked. IN WITNESS WHEREOF, we have hereunto set our hands, and affixed the Seals of said Companies, on the 16th day of May ----~---~ 2023 s Markel Insurance Company By: -4---+--+---if--+----..,__ M. Brent Beaty, Assistant Secretary Any Instrument Issued In excess of the penalty stated above Is totally void and wltho~,· any validity; s1'002a For verification of the authority of this Power you may call {713)812-0800 on any business day between 8:30 AM and 5:00 PM CST. Item 1Q-32 CA LI F'ORNIA ALL-PURPOSE ACKNOWLEDGEMENT r~~:~:::::::::;::~:::::~::::~:::::=::~:~:::::=~~::::::::;~:~~~ l document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. I State of California ) I ss. e County of San Bernardino I on __ MA_Y_1_6_2_D2_3 __ ~ before me, ____ R'-'--=-eb=-e=c"-'c=a:....:E=l=iz=a=b-=-e=th-'-'A:....:.=dc=o"-'c'-'-k,.,_, .:..N=o..:..:ta=r..,_y_,_P--=u=b=li-=-c ____ _ Name and Title of Officer (e.g., •Jane Doe, Notary Public") ~ personally appeared ~ J i I I ~ ~ I ~ ~ ~ )Q ~ i Adriana Valenzuela Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. OPTIONAL ~ ~ ~ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent tg removal and reattachment of this form to another document. i Description of Attached Document ~ )Q ~ ~ Title or Type of Document: _____________________________ _ Document Date: _____________ _ I Signer(s) Other Than Named Above: _________________________ _ Number of Pages: _____________ _ ~ Capacity(ies) Claimed by Signer(s) ~ ~ Signer's Name: ______________ _ ~ ~ 0 IQ □ Individual Corporate Officer ~ ~ ~ I I I Title ________________ _ O Partner --0 Limited O General O Attorney-in-Fact 0 Trustee □ Guardian or Conservator Other:. ____________ _ Signer is Representing: RT THUMBPRINT OF SIGNER Top of thumb here Item 1Q-33 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Neal Ennis, Project Manager REQUEST: AWARD CONTRACT NO. C45210 IN THE AMOUNT OF $195,844 TO UNITED STORM WATER, INC. FOR THE FY 2022/23 CATCH BASIN AND DRAIN CLEANING PROJECT (PROJECT NO. 501-23/CDR00002) RECOMMENDATION: 1. Award Contract No. C45210, in the amount of $195,844 to United Storm Water, Inc. of City of Industry, California, for the FY 2022/23 Catch Basin and Drain Cleaning Project. 2. Authorize the Director of Finance to set aside a 10% contingency in the amount of $19,585. 3. Authorize the City Manager to review and approve written requests for the use of contingency for unanticipated conditions, per Section 3.30.170 Section A of Ordinance No. 1392; and 4. Authorize City Manager or designee to review and approve written contract amendment requests up to the contingency amount. 5. Authorize the City Manager to execute the Agreement and the City Attorney to make any non-substantive changes to the contract. Funds are available in Storm Drain Maintenance Account No. 4204314-4332000. BACKGROUND/ANALYSIS: As a critical component of the City’s overall stormwater management program, drainage facilities must be regularly inspected and cleaned. Catch basins can sometimes trap sediment and other solids that might otherwise clog a storm drain and cause flooding. The regular removal of trapped sediment and debris from these facilities reduces the incidence of foul odors, minimizes contamination in receiving waters, and satisfies some of the requirements of the City’s NPDES (National Pollutant Discharge Elimination System) permit. The project also includes the fabrication and installation of connector pipe screen (CPS) units. The installation of CPS units is a requirement of the NPDES permit to reduce the amount of trash that enters the storm drain system, and ultimately the Whitewater River Channel. The CPS units allow water to enter the storm drain system while detaining trash or debris in the catch basin. The installation of the CPS units is prioritized in high density residential, or commercial areas. The project was advertised for bid and on May 15, 2023, two bids were received electronically through the City’s bid management portal with the following results: Contractor Location Bid Amount United Storm Water, Inc. City of Industry, CA $ 195,844.00 Downstream Services, Inc. Escondido, CA $ 202,321.00 Item 1R-1 City of Palm Desert Award Contract No. C45210 to United Storm Water, Inc. (Project No. 501-23) Page 2 of 2 United Storm Water, Inc. submitted the lowest responsive bid in the amount of $195,844.00. Staff reviewed the bid documents, and all the required forms were submitted. United Storm Water, Inc. has performed well for the City on previous projects. FINANCIAL IMPACT: This project is being done as a part of the City’s Storm Drain Maintenance Program, which was included in the FY 2022/23 Capital Improvement Project (CIP) List. There is no fiscal impact beyond the contract amount. Any costs attributable to an Assessment District will be reimbursed accordingly. Catch Basin & Drain Cleaning Amount Approved Budget FY 22/23 CIP Drainage Account 4204291-4400100 $197,560 CIP Drainage Account 4204314-4332000 $386,662 CIP Drainage Account 4204370-4400100 $33,704 Total Project Budget: $617,926 Expended to Date ($171,233) Contract Amount ($195,844) Contingency ($19,585) Total Remaining Budget: $231,264 REVIEWED BY: Department Director: Jess Culpeper City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Agreement 2. Proposal – United Storm Water, Inc. 3. Catch Basin Locations List 4. CPS Installation Locations List Item 1R-2 Contract No. C45210 72500.00001\32656428.1 1 CONTRACT & BOND FORMS CONTRACT FOR CONSTRUCTION This Contract for Construction (“Contract”), No. C45210, is made and entered into this 22nd day of June, 2023, by and between City of Palm Desert, a Charter City and municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, sometimes hereinafter called the “City” and United Storm Water, Inc., a Corporation in the State of California, with its principal place of business at 11400 E. Valley Blvd., City of Industry, CA 91746 sometimes hereinafter called “Contractor.” WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5, below, for the following Project: FY 2022-23 CATCH BASIN AND DRAIN CLEANING PROJECT PROJECT NUMBER 501-23/CDR00002 This project will include Catch Basin and Storm Drain Cleaning with CPS installation at various City locations. Contractor is an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation. ARTICLE 2. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 90 Calendar Days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of One Hundred Ninety-Five Thousand Eight Hundred and Forty Four Dollars ($ 195,844.00). Payment shall be made as set forth in the General Conditions. The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule. Item 1R-3 Contract No. C45210 72500.00001\32656428.1 2 CONTRACT & BOND FORMS ARTICLE 4. LIQUIDATED DAMAGES. Contractor acknowledges that the City will sustain actual damages for each and every day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages. Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $1,000.00 for each and every Day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following: Notice Inviting Bids Instructions to Bidders Bid Forms Bid Acknowledgement Bid Schedule Bid Guarantee Designation of Subcontractors Information Required of Bidders Non-Collusion Declaration Form Iran Contracting Act Certification Public Works Contractor DIR Registration Certification Performance Bond Payment (Labor and Materials) Bond Contract for Construction General Conditions Special Conditions Specifications Addenda Construction Plans and Drawings Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9 Standard Plans of the City of Palm Desert, latest edition Standard Plans for Public Works Construction, latest edition Caltrans Standard Specifications, latest edition, Except Division 1 Caltrans Standard Plans, latest edition California Manual on Traffic Control Devices for Streets and Highways (CAMUTCD), latest edition Work Area Traffic Control Handbook, latest edition Reference Specifications Approved and fully executed Change Orders Item 1R-4 Contract No. C45210 72500.00001\32656428.1 3 CONTRACT & BOND FORMS Permits Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties. ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. ARTICLE 7. INDEMNIFICATION AND INSURANCE A. Indemnification 1. To the fullest extent permitted by law, Contractor shall immediately defend (with counsel of the City’s choosing), indemnify and hold harmless the City, its officials, officers, agents, employees, and representatives, and each of them from and against: (a) Any and all claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the City or its officers, employees, or authorized volunteers (including passive negligence), except the sole negligence or willful misconduct or active negligence of the City or its officials, officers, employees, or authorized volunteers; (b) Contractor’s defense and indemnity obligation herein includes, but is not limited to damages, fines, penalties, attorney’s fees and costs arising from claims under the Americans with Disabilities Act (ADA) or other federal or state disability access or discrimination laws arising from Contractor’s Work during the course of construction of the improvements or after the Work is complete, as the result of defects or negligence in Contractor’s construction of the improvements; (c) Any and all actions, proceedings, damages, costs, expenses, fines, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, Item 1R-5 Contract No. C45210 72500.00001\32656428.1 4 CONTRACT & BOND FORMS resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of Contractor; (d) Any and all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense which any of them may incur with respect to the failure, neglect, or refusal of Contractor to faithfully perform the Work and all of Contractor’s obligations under Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees, incurred by the indemnified parties in any lawsuit to which they are a party. 2. Contractor shall immediately defend, at Contractor’s own cost, expense and risk, with the counsel of the City choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, agents, employees and representatives. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, employees, agents, employees and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse the City, its officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by Civil Code section 2782. 3. The provisions of this Article shall survive the termination of this Contract howsoever caused, and no payment, partial payment, or acceptance of occupancy in whole or part of the Work shall waive or release any of the provisions of this Article. B. Insurance 1. Without limiting Contractor’s indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. 2. General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage, and a $4,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. 3. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Item 1R-6 Contract No. C45210 72500.00001\32656428.1 5 CONTRACT & BOND FORMS 4. Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automotive liability and employer’s liability. Such policy or policies shall include the following terms and conditions: A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (a) Pay on behalf of wording as opposed to reimbursement; and (b) Concurrency of effective dates with primary policies; and (c) Policies shall “follow form” to the underlying primary policies; and (d) Insureds under primary policies shall also be insureds under the umbrella or excess policies. 5. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for Contractor’s employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor’s employees. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees and volunteers. 6. Reserved. C. Other Provisions or Requirements 1. Proof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 2. Duration of Coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. The Item 1R-7 Contract No. C45210 72500.00001\32656428.1 6 CONTRACT & BOND FORMS City and its officers, officials, employees, and agents shall continue as additional insureds under such policies. 3. Primary/Non-Contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 4. Products/Completed Operations Coverage. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. 5. City’s Rights of Enforcement. In the event any policy of insurance required under this Contract does not comply with these requirements, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor, or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Contract. 6. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. 7. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees and volunteers and shall require similar written express waivers and insurance clauses from each of its subcontractors. 8. Enforcement of Contract Provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. Item 1R-8 Contract No. C45210 72500.00001\32656428.1 7 CONTRACT & BOND FORMS 9. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 10. Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) Day notice of cancellation (except for nonpayment for which a ten (10) Day notice is required) or nonrenewal of coverage for each required coverage. 11. Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Coverage shall be at least as broad as coverage provided by ISO’s Owners, Lessees, or Contractors Additional Insured Endorsement for the ongoing (i.e. ISO Form CG 20 10 07 04) and completed operations (i.e. ISO Form CG 20 37 07 04) of Contractor. 12. Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 13. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. 14. Pass Through Clause. Contractor agrees to ensure that its sub-consultants, sub- contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements 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 consultants, subcontractors, and others engaged in the Project will be submitted to City for review. 15. City’s Right to Revise Requirements. The City or its Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) Days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. If Item 1R-9 Contract No. C45210 72500.00001\32656428.1 8 CONTRACT & BOND FORMS the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. 16. Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. 17. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Contract, and that involve or may involve coverage under any of the required liability policies. 18. Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 19. Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City’s Office or may be obtained online at http://www.dir.ca.gov and which must be posted at the job site. ARTICLE 9. FALSE CLAIMS. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. Item 1R-10 Contract No. C45210 72500.00001\32656428.1 9 CONTRACT & BOND FORMS IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. CITY OF PALM DESERT By: L. Todd Hileman, City Manager ATTEST: By: Anthony J. Mejia, City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney United Storm Water, Inc. By: Its: President Printed Name: Eduardo C. Perry Jr. By: Its: Vice President Printed Name: Daniel C. Perry _CSLB # 768583 Class A, C42, C31____ Contractor’s License Number and Classification _#10000012438________________________ DIR Registration Number (CONTRACTOR’S SIGNATURE MUST BE NOTARIZED AND CORPORATE SEAL AFFIXED, IF APPLICABLE) END OF CONTRACT Item 1R-11 Contract No. C45210 72500.00001\32656428.1 10 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Item 1R-12 Contract No. C45210 72500.00001\32656428.1 11 CONTRACT & BOND FORMS BOND FORMS Performance Bond KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of Palm Desert, a Charter City and municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260, (hereinafter referred to as the “City”) has awarded to United Storm Water, Inc., (hereinafter referred to as the “Contractor”) an agreement for Contract No. C45210, (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated May 15th, 2023, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, United Storm Water, Inc., the undersigned Contractor and Arch Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of One Hundred Ninety Five Thousand Eight Hundred and Forty Four DOLLARS, ($ 195,844.00), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by the City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by the City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. Item 1R-13 Contract No. C45210 72500.00001\32656428.1 12 CONTRACT & BOND FORMS Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option: i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Item 1R-14 Contract No. C45210 72500.00001\32656428.1 13 CONTRACT & BOND FORMS IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above) (Telephone number of Surety ___________________________________________ and Agent or Representative for service of process in California) Item 1R-15 Contract No. C45210 72500.00001\32656428.1 14 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. Item 1R-16 Contract No. C45210 72500.00001\32656428.1 15 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached. END OF PERFORMANCE BOND Item 1R-17 Contract No. C45210 72500.00001\32656428.1 16 CONTRACT & BOND FORMS Payment Bond (Labor and Materials). KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Palm Desert, a Charter City and municipal corporation organized and operating under the laws of the State of California (hereinafter designated as the “City”), by action taken or a resolution passed June 22nd, 2023, has awarded to United Storm Water, Inc. hereinafter designated as the “Principal,” a contract for the work described as follows: Contract No. C45210 (the “Project”); and WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated May 15th, 2023, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and Arch Insurance Company as Surety, are held and firmly bound unto the City in the penal sum of One Hundred Ninety Five Thousand Eight Hundred and Forty Four Dollars ($195,844.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of Item 1R-18 Contract No. C45210 72500.00001\32656428.1 17 CONTRACT & BOND FORMS any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or the City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of Contract, including but not limited to, the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__. (Corporate Seal) Contractor/ Principal By Title (Corporate Seal) Surety By Attorney-in-Fact (Attach Attorney-in-Fact Certificate) Title Item 1R-19 Contract No. C45210 72500.00001\32656428.1 18 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Contractor/Principal. Item 1R-20 Contract No. C45210 72500.00001\32656428.1 19 CONTRACT & BOND FORMS Notary Acknowledgment 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. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached. END OF PAYMENT BOND Item 1R-21 BASIN ID Location Description 01-01 MONTEREY W N/O DINAH SHORE 03-01 A STREET S 525' E/O MONTEREY 03-02 A STREET S W/O GATEWAY 03-03 CORTESIA E 375' S/O DICK KELLY 03-04 CORTESIA W S/O DICK KELLY 03-05 DICK KELLY S W/O CORTESIA 03-06 DICK KELLY S W/O DINAH SHORE 03-07 DICK KELLY S W/O GATEWAY 03-08 DINAH SHORE E S/O DICK KELLY 03-09 DINAH SHORE MEDIAN S 400' W/O PORTOLA 03-10 DINAH SHORE N 450' E/O LEILANI - 73-600 DS 03-11 DINAH SHORE N W/O GATEWAY 03-12 DINAH SHORE N W/O PORTOLA 03-13 DINAH SHORE S 450' E/O LEILANI - 73-605 DS 03-14 DINAH SHORE S E/O SPYDER 03-15 DINAH SHORE S W/O GATEWAY 03-16 DINAH SHORE S W/O PORTOLA 03-17 DINAH SHORE W MEDIAN NOSE S/O DICK KELLY 03-18 DINAH SHORE W N/O DICK KELLY 03-19 GATEWAY E S/O DINAH SHORE 03-20 GATEWAY W 150' S/O A STREET 03-21 GATEWAY W N/O A STREET 03-22 GATEWAY W S/O DICK KELLY 03-23 GATEWAY W S/O DINAH SHORE 03-24 MONTEREY E 175' S/O DINAH SHORE 03-25 MONTEREY E 325' S/O MARKET PLACE 03-26 MONTEREY E N/O DICK KELLY 03-27 MONTEREY E N/O GERALD FORD 03-28 MONTEREY E S/O DICK KELLY 03-29 MONTEREY E S/O DINAH SHORE 03-30 SPYDER E S/O DINAH SHORE 03-31 SPYDER W S/O DINAH SHORE 04-01 GERALD FORD N W/O PACIFIC 04-02 PORTOLA E N/O GERALD FORD 04-03 PORTOLA E S/O DINAH SHORE 05-01 COSMPOLITAN N W/O SHEPHERD 05-02 DREXELL E N/O HEATHERWOOD - 37930 DREXELL 05-03 DREXELL W N/O HEATHERWOOD - 37939 DREXELL 05-04 EMERSON E N/O HEATHERWOOD - 37-902 EMERSON 05-05 EMERSON W N/O HEATRHERWOOD - 37-881 EMERSON 05-06 FRANK SINATRA N W/O SHEPHERD 05-07 FRANK SINATRA N 175' E/O SHEPHERD 05-08 FRANK SINATRA N E/O HOLLISTER 05-09 FRANK SINATRA N W/O PORTOLA 05-10 FRANK SINATRA N W/O ROSE RIDGE 05-11 GERALD FORD S W/O PORTOLA 05-12 HEATHERWOOD N 125' W/O HOLLISTER 05-13 HEATHERWOOD N E/O DREXELL Item 1R-22 BASIN ID Location Description 05-14 HEATHERWOOD S 125' W/O HOLLISTER 05-15 HOLLISTER E N/O HEATHERWOOD 05-16 HOLLISTER W N/O HEATHERWOOD 05-17 KOKOPELLI N E/O SHEPHERD - 74-086 KOKOPELLI 05-18 KOKOPELLI S E/O SHEPHERD - 74-093 KOKOPELLI 05-19 MONTEREY E 1,175' S/O SHADOW RIDGE 05-20 PELE E/O SHEPHERD END OF CUL DE SAC - 74-179 PELE 05-21 PELE N E/O SHEPHERD - 74-102 PELE 05-22 PELE S E/O SHEPHERD - 74-109 PELE 05-23 PORTOLA POINTE N W/O SHEPHERD - 74-150 PP 05-24 PORTOLA POINTE S W/O SHEPHERD - 74-157 PP 05-25 PORTOLA W 300' S/O GERALD FORD UNDER SIDEWALK 05-26 PORTOLA W N/O FRANK SINATRA 05-27 PORTOLA W S/O GERALD FORD 05-28 SCHOLAR EAST E/O SHEPHERD END OF CUL DE SAC - 74-143 SCHOLAR EAST 05-29 SHEPHERD E S/O PELE 05-30 SHEPHERD W 150' N/O SCHOLAR 05-31 SHEPHERD W 150' N/O SCHOLAR UNDER SIDEWALK 05-32 SHEPHERD W N/O FRANK SINATRA 05-33 WINDFLOWER E/O SHEPHERD END OF CUL DE SAC - 74-147 WINDFLOWER 06-01 COLLEGE E S/O UNIVERSITY PARK 06-02 COLLEGE N W/O UNIVERSITY PARK 06-03 COLLEGE S E/O PORTOLA 06-04 COLLEGE S E/O TECHNOLOGY 06-05 COLLEGE S W/O TECHNOLOGY 06-06 COLLEGE S W/O UNIVERSITY PARK 06-07 COOK E N/O GERALD FORD 06-08 COOK E S/O BERGER WEST 06-09 COOK E S/O GERALD FORD 06-10 COOK W 600' N/O FRANK SINATRA 06-11 COOK W N/O GERALD FORD 06-12 COOK W S/O GERALD FORD 06-13 COOK W S/O UNIVERSITY PARK - 37-011 COOK 06-14 FRANK SINATRA N E/O PORTOLA 06-15 FRANK SINATRA N W/O COOK 06-16 GERALD FORD N 1,125' W/O TECHNOLOGY 06-17 GERALD FORD N 200' W/O COOK 06-18 GERALD FORD N 350' W/O TECHNOLOGY 06-19 GERALD FORD S 1,025' W/O TECHNOLOGY 06-20 GERALD FORD S 1,500' E/O PACIFIC 06-21 GERALD FORD S 450' E/O PACIFIC 06-22 GERALD FORD S 900' E/O PACIFIC 06-23 GERALD FORD S W/O COOK 06-24 GERALD FORD S W/O PACIFIC 06-25 GERALD FORD S W/O TECHNOLOGY 06-26 PACIFIC E S/O GERALD FORD 06-27 PACIFIC W S/O GERALD FORD 06-28 PORTOLA E N/O COLLEGE Item 1R-23 BASIN ID Location Description 06-29 PORTOLA E N/O FRANK SINATRA 06-30 PORTOLA E S/O COLLEGE 06-31 PORTOLA E S/O GERALD FORD 06-32 TECHNOLOGY E S/O GERALD FORD 06-33 TECHNOLOGY W S/O GERALD FORD 06-34 UNIVERSITY PARK N W/O COLLEGE 06-35 UNIVERSITY PARK S W/O COLLEGE 06-36 UNIVERSITY PARK S W/O COOK 06-37 UNIVERSITY PARK W S/O COLLEGE 06-38 UNIVERSITY PARKE S/O COLLEGE 07-01 FRANK SINATRA N 1,050' E/O GERALD FORD 07-02 FRANK SINATRA N 450' E/O GERALD FORD 07-03 FRANK SINATRA N 725' E/O ELDORADO 07-04 FRANK SINATRA N E/O ELDORADO 07-05 FRANK SINATRA N W/O BERGER 07-06 FRANK SINATRA N W/O ELDORADO 07-07 FRANK SINATRA N W/O GERALD FORD 07-08 GERALD FORD E 450' N/O FRANK SINATRA 07-09 GERALD FORD N 1,100' E/O COOK - 75-190 GF UNDER SIDEWALK 07-10 GERALD FORD W 450' N/O FRANK SINATRA 07-11 GERALD FORD E 975' N/O PASEO DEL CORAZON UNDER SIDEWALK 08-01 COUNTRY CLUB N E/O SAGEWOOD 08-02 COUNTRY CLUB N W/O PALM GREENS 08-03 COUNTRY CLUB N W/O PORTOLA 08-04 COUNTRY CLUB N W/O SAGEWOOD 08-05 VIA SCENA E N/O COUNTRY CLUB 08-06 VIA SCENA W N/O COUNTRY CLUB 08-07 PORTOLA W N/O COUNTRY CLUB 09-01 COUNTRY CLUB N E/O DESERT WILLOW 09-02 COUNTRY CLUB N E/O PORTOLA 09-03 MARKET S W/O COOK UNDER SIDEWALK 09-04 FRANK SINATRA S 125' W/O COOK - 74-999 FS 09-05 FRANK SINATRA S W/O PORTOLA 09-06 DESERT MIRAGE N W/O COOK 09-07 DESERT MIRAGE S W/O COOK 09-08 DESERT WILLOW DRIVE 38-995 09-09 DESERT WILLOW E 700' N/O WILLOW RIDGE 09-10 DESERT WILLOW W 1,000' N/O WILLOW RIDGE 09-11 DESERT WILLOW W 350' N/O WILLOW RIDGE 09-12 DESERT WILLOW W N/O COUNTRY CLUB 09-13 COOK W 425' N/O COUNTRY CLUB 09-14 COOK W S/O FRANK SINATRA 09-15 COOK W N/O COUNTRY CLUB 09-16 COUNTRY CLUB N AT DESERT WILLOW PORKCHOP ISLAND 09-17 COUNTRY CLUB N E/O CALLE CLAIRE - NEAR 74-350 CC 09-18 PORTOLA W 550' N/O DESERT WILLOW CT 09-19 PORTOLA W 600' N/O DESERT WILLOW CT 09-20 PORTOLA W 650' N/O DESERT WILLOW CT Item 1R-24 BASIN ID Location Description 09-21 PORTOLA W 900' S/O FRANK SINATRA 09-22 PORTOLA E 600' N/O DESERT WILLOW CT 09-23 PORTOLA E 950' S/O FRANK SINATRA 09-24 PORTOLA E N/O COUNTRY CLUB 09-25 PORTOLA E S/O FRANK SINATRA 10-01 COUNTRY CLUB N E/O COOK 10-02 COOK E S/O FRANK SINATRA 10-03 COUNTRY CLUB N 200' E/O DESERT FALLS UNDER SIDEWALK 10-04 COOK E N/O COUNTRY CLUB 10-06 ELDORADO W 600' S/O AVONDALE 10-07 FRANK SINATRA S 150' E/O GERALD FORD 10-08 FRANK SINATRA S W/O BERGER 10-09 FRANK SINATRA S W/O GERALD FORD 11-01 TAMARISK ROW E 1,100' N/O BRISA 11-02 TAMARISK ROW W 1,050' N/O BRISA DR 11-03 TAMARISK ROW W 575' N/O REGENCY 11-04 TAMARISK ROW W 850' S/O FRANK SINATRA UNDER SIDEWALK 11-05 ELDORADO E 625' S/O AVONDALE 11-05 ELDORADO W 800' S/O FRANK SINATRA 11-06 ELDORADO E 800' S/O FRANK SINATRA 11-07 TAMARISK ROW W S/O REGENCY 11-08 TAMARISK ROW E S/O REGENCY 11-09 TAMARISK ROW W 450' N/O BRISA 11-10 TAMARISK ROW E 450' N/O BRISA 11-11 COUNTRY CLUB N W/O TAMARISK ROW 11-12 COUNTRY CLUB S W/O TAMARISK ROW 11-13 TAMARISK ROW W 2,350' N/O REGENCY 11-14 TAMARISK ROW E 2,350' N/O REGENCY 11-15 TAMARISK ROW W 1,125' N/O REGENCY 11-16 TAMARISK ROW N 1,125' N/O REGENCY 11-17 TAMARISK ROW W N/O BRISA 11-18 TAMARISK ROW E N/O BRISA 11-19 ELDORADO W 1,075' S/O FRANK SINATRA 11-20 ELDORADO E 1,075' S/O FRANK SINATRA 12-01 DESERT COUNTRY E END OF CUL DE SAC - 78-018 DC 12-02 DESERT COUNTRY E N/O COUNTRY CLUB 12-03 DESERT COUNTRY W N/O COUNTRY CLUB 12-04 COUNTRY CLUB N 250' W/O DESERT COUNTRY - 77-932 CC 12-05 COUNTRY CLUB N 500' W/O PARK CENTER - NEAR 77-564 B CC 12-06 COUNTRY CLUB N 750' W/O PARK CENTER 12-07 COUNTRY CLUB N 850' E/O PARK CENTER - 77-750 CC UNDER SIDEWALK 12-08 COUNTRY CLUB N 150' W/O HARRIS - 77-898 CC UNDER SIDEWALK 12-09 FREEDOM PARK PARKING LOT E/O RESTROOMS 12-10 FREEDOM PARK PARKING LOT NEAR DOG PARK 12-11 FREEDOM PARK PARKING LOT W/O ART SCULPTURE 12-12 FREEDOM PARK PARKING LOT W/O RESTROOMS 12-13 FREEDOM PARK SOCCER FIELD CLEAN OUT SOUTH END 12-14 FREEDOM PARK SOCCER FIELD CLEAN OUT SOUTH END Item 1R-25 BASIN ID Location Description 12-15 FREEDOM PARK SOCCER FIELD CLEAN OUT SOUTH END 12-16 FREEDOM PARK SOCCER FIELD OVER FLOW SOUTH END 12-17 FREEDOM PARK SOCCER FIELD OVER FLOW SOUTH END 12-18 GARAND LANE 39-700 12-19 LIBERTY W 675' N/O COUNTRY CLUB 12-20 COUNTRY CLUB N W/O LIBERTY 12-21 COUNTRY CLUB S W/O LIBERTY 12-22 COUNTRY CLUB 875' E/O RESORTER 12-23 FREEDOM PARK SOCCER FIELD CLEAN OUT SOUTH END 13-01 MONTEREY E 375' S/O COUNTRY CLUB UNDER SIDEWALK 13-02 MONTEREY E 625' S/O HOVLEY WEST 13-03 MONTEREY E 700' N/O AVENIDA DEL SOL 13-04 MONTEREY E 200' S/O COUNTRY CLUB UNDER SIDEWALK 13-05 COUNTRY CLUB S 150' W/O SAGEWOOD UNDER SIDEWALK 13-06 COUNTRY CLUB S 225' E/O MONTEREY UNDER SIDEWALK - 73-091 COUNTRY CLUB 13-07 HOVLEY COURT 40-921 13-08 HOVLEY WEST N 475' E/O SANDPIPER 13-09 HOVLEY WEST N W/O AVENIDA SOLANA 13-10 HOVLEY WEST N W/O PORTOLA 13-11 HOVLEY WEST S W/O AVENIDA SOLANA 13-12 TERRAZA 40-681 13-13 TERRAZA 40-748 13-14 SAGEWOOD E S/O COUNTRY CLUB 13-15 SAGEWOOD W N/O SILKTREE - NEAR 40-049 UNDER SIDEWALK 13-16 SAGEWOOD W S/O COUNTRY CLUB 13-17 PORTOLA W N/O CHAPARRAL 13-18 PORTOLA W N/O HOVLEY WEST 13-19 PORTOLA W S/O COUNTRY CLUB 13-20 COUNTRY CLUB S W/O SAGEWOOD 13-21 COUNTRY CLUB S W/O VIA PORTOFINO 13-22 CENTENNIAL CIRCLE 40-960 UNDER SIDEWALK 13-23 CABANA 40-716 13-24 CORTE PLACITAS 40-476 13-25 CORTE PLACITAS 40-476 13-26 AVENIDA ARCADA 40-960 UNDER SIDEWALK 13-27 AVENIDA ROSARIO 40-965 UNDER SIDEWALK 13-28 BARANDA 40-710 13-29 SANDPIPER COURT WEST 40-970 13-30 SANDPIPER CT 40-971 UNDER SIDEWALK 13-31 SILKTREE E/O SAGEWOOD END OF CUL DE SAC 40-072 13-32 SONATA COURT 40-930 13-33 NOLINA E/O SAGEWOOD - 40160 NOLINA 13-34 MONTEREY E S/O HOVLEY WEST 13-35 PORTOLA W AT HOVLEY EAST 14-01 SILVER SANDS E/O PORTOLA END OF CUL DE SAC UNDER SIDEWALK 14-02 SILVER SANDS N E/O PORTOLA 14-03 PORTOLA E N/O SILVER SANDS 14-04 PORTOLA E N/O VIA VENEZIA Item 1R-26 BASIN ID Location Description 14-05 PORTOLA E N/O HOVLEY EAST 14-06 PORTOLA E S/O SILVER SANDS 14-07 PORTOLA E S/O COUNTRY CLUB 14-08 COOK W N/O 42ND AVE 14-09 CORPORATE W AT LENNON - 41-701 CORPORATE 14-10 COOK W N/O HOVLEY EAST 14-11 COOK W 175' S/O HOVLEY EAST - 41-555 COOK 14-12 COUNTRY CLUB S AT DESERT SPRINGS PORKCHOP ISLAND 14-13 COUNTRY CLUB S E/O CALLE CLAIRE 14-14 COUNTRY CLUB S E/O DESERT SPRINGS 14-15 COUNTRY CLUB S W/O CALLE CLAIRE 14-16 COUNTRY CLUB S W/O DESERT SPRINGS 14-17 HOVLEY EAST S 600' E/O JASMINE - 74-251 HOVLEY EAST 14-18 HOVLEY EAST N 275' W/O CORPORATE 14-19 HOVLEY EAST N 600' W/O JASMINE 14-20 LENNON N 275' E/O CORPORATE - 74-794 LENNON 14-21 LENNON N 550' W/O ECLECTIC - 74-852 LENNON 14-22 LENNON N E/O CORPORATE - 71-700 LENNON 14-23 LENNON S 125' E/O CORPORATE 14-24 LENNON S E/O CORPORATE 15-01 HOVLEY EAST N E/O COOK 15-02 HOVLEY EAST N 150' E/O CARLOTTA UNDER SIDEWALK 15-03 HOVLEY EAST N E/O HEMINGWAY 15-04 HOVLEY EAST N W/O HEMINGWAY 15-05 EASY 75-713 UNDER SIDEWALK 15-06 COUNTRY CLUB S W/O ELDORADO UNDER SIDEWALK 15-07 COOK E N/O ST JAMES - 41-905 COOK 15-08 COOK 41-995 15-09 COOK E 175' N/O BELMONTE UNDER SIDEWALK 15-10 COOK E 275' S/O HOVLEY EAST - 41-905 UNDER SIDEWALK 15-11 COOK E N/O GREEN WAY 15-12 COOK E N/O HOVLEY EAST 15-13 ELDORADO W 500' S/O COUNTRY CLUB UNDER SIDEWALK 16-01 COUNTRY CLUB S W/O INDIAN RIDGE 16-02 COUNTRY CLUB S W/O INDIAN RIDGE IN PORK CHOP ISLAND 16-03 HOVLEY EAST N E/O ELDORADO 16-04 COUNTRY CLUB S 750' W/O INDIAN RIDGE UNDER SIDEWALK 16-05 INDIAN RIDGE W S/O COUNTRY CLUB IN PORK CHOP ISLAND 17-01 HOVELY EAST N W/O WASHINGTON 17-02 COUNTRY CLUB S 350' W/O WASHINGTON 17-03 WASHINGTON W 525' N/O WOODHAVEN UNDER SIDEWALK 17-04 WASHINGTON W 535' N/O WOODHAVEN CLEAN OUT IN LANDSCAPE UNDER SIDEWALK 17-05 WASHINGTON W 550' N/O WOODHAVEN 17-06 WASHINGTON W S/O EMERALD CREST 18-01 FRED WARING N W/O HWY 111 18-02 FRED WARING N W/O HWY 111 18-03 FRED WARING N W/O MONTEREY 18-04 FRED WARING N W/O ONE QUAIL Item 1R-27 BASIN ID Location Description 18-05 JOSHUA E N/O MANZANITA - 43-840 JOSHUA 18-06 JOSHUA E S/O CACTUS - 43-720 JOSHUA 18-07 JOSHUA W N/O MANZANITA 18-08 JOSHUA W S/O CACTUS 18-09 FRED WARING N 100' E/O PAINTERS PATH 18-10 FRED WARING N 250' W/O HWY 111 UNDER SIDEWALK 18-11 FRED WARING N E/O PAINTERS PATH 18-12 FRED WARING N E/O PAINTERS PATH UNDER SIDEWALK 18-13 BRUSHWOOD S W/O JOSHUA - 72-445 BRUSHWOOD 18-14 ARBOLEDA AVE N W/O MONTEREY 18-15 ARBOLEDA AVE S W/O MONTEREY - 43-805 ARBOLEDA 18-16 MONTEREY W N/O FRED WARING 18-17 MONTEREY W N/O PARKVIEW 18-18 PARK VIEW N W/O MONTEREY - 72-960 PARK VIEW 18-19 PARK VIEW S W/O MONTEREY - 72-990 PARK VIEW 18-20 MONTEREY W 550' N/O PARKVIEW 18-21 PAINTERS PATH E 375' N/O FRED WARING - 72-205 PAINTERS PATH 18-22 PAINTERS PATH W 400' N/O FRED WARING - 72-205 PAINTERS PATH 19-01 MONTEREY W N/O ARBOLEDA - 43-725 MONTEREY 19-02 MONTEREY E N/O WHITEWATER BRIDGE 19-03 MONTEREY E S/O COLLEGE OF THE DESERT 19-04 MONTEREY E S/O WHITEWATER BRIDGE 19-05 MONTEREY E S/O GRAN VIA 19-06 PARKVIEW OFFICE COMPLEX 73-710 CVAG 19-07 PARKVIEW OFFICE COMPLEX 73720 FRED WARING STATE BUILDING 19-08 PARKVIEW OFFICE COMPLEX PARKING LOT 19-09 PORTOLA W 225' N/O MAGNESIA FALLS 19-10 CIVIC CENER PARK - DRAIN IN GRASS BTWN YMCA & RESTROOM 19-11 BUENA CIR 43-836 S/O RANCHO 19-12 CITY HALL PARKING IN GRASS BY LAKE 19-13 CITY HALL PARKING LOT AT EAST WING 19-14 CITY HALL PARKING LOT W/O LAKE 19-15 CIVIC CENTER AT COMMUNITY CENTER 19-16 CIVIC CENTER AT DEBRIS YARD 19-17 CIVIC CENTER AT SKATE PARK E 19-18 CIVIC CENTER AT SKATE PARK W 19-19 CIVIC CENTER AT TENNIS COURTS 19-20 CIVIC CENTER PARK IN LANDSCAPE E/O INDIAN STATUE 19-21 CIVIC CENTER PARKING SE/O INDIAN STATUE 19-22 CIVIC CENTER PARKING W/O INDIAN STATUE 19-23 FRED WARING N E/O COLLEGE OF THE DESERT 19-24 FRED WARING N 200' W/O CIVIC CENTER ENTRANCE 19-25 MAGNESIA FALLS N 800' E/O SAN PABLO 19-26 MAGNESIA FALLS N W/O PORTOLA 19-27 MAGNESIA FALLS S 800' E/O SAN PABLO 19-28 MAGNESIA FALLS S W/O PORTOLA 19-29 MONTEREY E N/O COLLEGE OF THE DESERT 19-30 MONTEREY E 500' N/O COLLEGE OF THE DESERT Item 1R-28 BASIN ID Location Description 19-31 MONTEREY AVE E N/O FRED WARING 19-32 FRED WARING N W/O SAN PABLO 19-33 FRED WARING N W/O SAN PASCUAL AVE 19-34 FRED WARING N W/O CIVIC CENTER ENTRANCE 19-35 FRED WARING N W/O COLLEGE OF THE DESERT 19-36 SAN PABLO AVE E S/O PARK ENTRANCE 19-37 SAN PABLO E N/O FRED WARING 19-38 SAN PABLO W 450' S/O COD ENTRANCE 19-39 SAN PABLO W S/O MAGNESIA FALLS UNDER SIDEWALK 19-40 SAN PASCUAL AVE E N/O RANCHO RD - 43-730 SAN PASCUAL 19-41 SAN PASCUAL AVE W N/O RANCHO RD - 43730 SAN PASCUAL 19-42 PORTOLA W N/O QUICKSILVER 19-43 PORTOLA W N/O WHITEWATER BRIDGE 19-44 RUTLEDGE N W/O PORTOLA 19-45 RUTLEDGE S W/O PORTOLA 19-46 RANCHO RD N W/O BUENA CIR 73-936 RANCHO 19-47 RANCHO S W/O BUENA CIR 19-48 PORTOLA W S/O MAGNESIA FALLS 19-49 PORTOLA W S/O RUTLEDGE 19-50 PORTOLA W S/O WHITEWATER BRIDGE 20-01 W DEEP CANYON/ S MAGNESIA FALLS 20-02 WARING COURT 74-835 20-03 FRED WARING N W/O FLORINE AVE 20-04 MAGNESIA FALLS S W/O DEEP CANYON 20-05 FRED WARING N E/O PRIMROSE DR 20-06 FRED WARING N E/O FLORINE AVE 20-07 JONI N W/O COOK - 74-990 JONI 20-08 JONI S W/O COOK - 74-991 JONI 20-09 KING FISHER N E/O WARBLER - 74-656 KF 20-10 KING FISHER S E/O WARBLER 20-11 HOVLEY GARDEN E 120' S/O 42ND AVE 20-12 HOVLEY GARDEN W 125' S/O 42ND - 42-025 HG 20-13 CLIFFORD W N/O SHERYL UNDER SIDEWALK 20-14 BUTTONWOOD N W/O DEEP CANYON 20-15 BUTTONWOOD S W/O DEEP CANYON - 74-479 BUTTONWOOD 20-16 AMARYLLIS WAY 43-300 20-17 42ND AVE N W/O COOK 20-18 42ND AVE S 200' W/O JONI UNDER SIDEWALK - 74-705 42ND 20-19 42ND AVE S 300' E/O CORPORATE UNDER SIDEWALK - 74-705 42ND 20-20 42ND AVE S W/O COOK UNDER SIDEWALK 20-21 42ND AVE S W/O COOK DROP INLET 20-22 DAY LILY 74-580 20-23 DEEP CANYON E N/O VIA PALMIRA 20-24 DEEP CANYON E S/O DAY LILY 20-25 DEEP CANYON E S/O LAVENDER 20-26 DEEP CANYON E S/O MOSS ROSE 20-27 DEEP CANYON W 100' S/O MAGNESIA FALLS UNDER SIDEWALK 20-28 DEEP CANYON W AT DAY LILY UNDER SIDEWALK Item 1R-29 BASIN ID Location Description 20-29 DEEP CANYON W S/O BUTTONWOOD 20-30 DEEP CANYON W S/O MOSS ROSE 20-31 COOK W 250' S/O VELIE UNDER SIDEWALK 20-32 COOK W 300' S/O MERLE UNDER SIDEWALK 20-33 COOK W N/O JONI 20-34 COOK W N/O MERLE UNDER SIDEWALK 20-35 COOK W N/O SAN SIMEON 20-36 COOK W N/O SHERYL 20-37 COOK W N/O VELIE - 42-005 COOK 20-38 COOK W 75' N/O MERLE 20-39 COOK W 500' S/O SHERYL 20-40 COOK W S/O MERLE - 42-525 COOK 20-41 COOK W S/O SHERYL 20-42 COOK W S/O WHITEWATER CHANNEL 20-43 CORAL BELLS 74-570 20-44 PORTOLA E S/O WHITEWATER BRIDGE 20-45 PORTOLA E N/O MAGNESIA FALLS 20-46 PORTOLA E N/O QUICKSILVER 20-47 PORTOLA E N/O RUTLEDGE 20-48 PORTOLA E N/O WHITEWATER BRIDGE 20-49 PHYLLIS JACKSON E 600' N/O FRED WARING 20-50 PHYLLIS JACKSON W 600' N/O FRED WARING 20-51 PORTOLA AVE W N/O RANCHO RD 43-701 PORTOLA 20-52 PORTOLA E S/O MAGNESIA FALLS 20-53 PORTOLA E N/O DESERT STAR BL 20-54 STRAW FLOWER 74-570 20-55 WATERLILY 74-574 20-56 SHERYL N W/O COOK 20-57 SHERYL S W/O COOK 20-58 SILK TREE LANE 43-120 UNDER SIDEWALK 20-59 MYRSINE E/O GAZANIA - 74-484 MYRSINE 21-01 COOK E S/O MERLE - 42-600 COOK 21-02 COOK E S/O SHERYL - 43-000 COOK 21-03 COOK E S/O WHITEWATER CHANNEL 21-04 COOK E N/O MERLE 21-05 COOK E N/O SANTA FE TRAIL 21-06 COOK E N/O SHERYL 21-07 COOK E 300' S/O MERLE UNDER SIDEWALK - 42-600 COOK 21-08 COOK E 500' S/O SHERYL - 43-100 COOK 21-09 COOK E 550' S/O GREEN 42-210 21-10 BLUEBERRY E AT WILDFLOWER - 43-820 BLUEBERRY 21-11 KELSEY S 350' W/O YELLOW SAGE - 75-337 KELSEY UNDER SIDEWALK 21-12 FRED WARING N 575' E/O YELLOW SAGE 21-13 FRED WARING N 325' W/O YELLOW SAGE 21-14 FRED WARING N W/O VIA DEL CHRISTO 22-01 FRED WARING N 1,200' E/O CALIFORNIA 22-02 ALASKA E S/O FLORIDA AVE 22-03 ALASKA W S/O FLORIDA Item 1R-30 BASIN ID Location Description 22-04 CALIFORNIA E N/O FRED WARING 22-05 CALIFORNIA W N/O FRED WARING 23-01 EDINBOROUGH S AT CARDIFF - NEAR 77-759 EDINBOROUGH UNDER SIDEWALK 23-02 ELKHORN W N/O FLORIDA 23-03 ELKHORN W N/O FRED WARING 23-04 ELKHORN W N/O INDIANA 23-05 ELKHORN W N/O LOUISIANA - 43-615 ELKHORN 23-06 ELKHORN W S/O INDIANA 23-07 ELKHORN E N/O FLORIDA 23-08 ELKHORN E N/O INDIANA 23-09 ELKHORN E N/O LOUISIANA - 43-610 ELKHORN 23-10 ELKHORN E S/O INDIANA 23-11 FRED WARING N 225' E/O WARNER TRAIL UNDER SIDEWALK 23-12 FRED WARING N 350' W/O WASHINGTON UNDER SIDEWALK 23-13 FRED WARING N E/O ENTRADA LAS BRISAS UNDER SIDEWALK 23-14 HOVLEY LN EAST S 650' W/O IDAHO UNDER SIDEWALK 23-15 HOVLEY EAST S W/O KANSAS 23-16 HOVLEY EAST S W/O WASHINGTON 23-17 FRED WARING N W/O WARNER TRAIL 23-18 FRED WARING N W/O WASHINGTON - 78-000 FW 23-19 WASHINGTON W N/O FRED WARING UNDER SIDEWALK 23-20 WASHINGTON W S/O DUDLEY DR UNDER SIDEWALK 23-21 WASHINGTON W S/O HIDDEN RIVER UNDER SIDEWALK 23-22 WASHINGTON W S/O HOVLEY EAST - 42-035 WASHINGTON 23-23 WASHINGTON W 300' N/O MOUNTAIN VIEW UNDER SIDEWALK 23-24 WASHINGTON W 475' N/O AVENUE OF THE STATES - 42-175 WASHINGTON UNDER SIDEWALK 23-25 WASHINGTON W 500' S/O TUCSON UNDER SIDEWALK 23-26 WARNER TRAIL E N/O FRED WARING 23-27 WARNER TRAIL E N/O MOUNTAIN VIEW - 43-170 WT 23-28 WARNER TRAIL E N/O ROBIN - 43-380 WT 23-29 WARNER TRAIL E S/O TEXAS 23-30 WARNER TRAIL W AT ROBIN - 43-365 WT 23-31 WARNER TRAIL W N/O FRED WARING 23-32 WARNER TRAIL W N/O WYOMING 23-33 WARNER TRAIL W S/O TEXAS 23-34 WARNER TRAIL W S/O WYOMING 23-35 WASHINGTON 42-575 B UNDER SIDEWALK 23-36 MOUNTAIN VIEW N 675' E/O WARNER TRAIL 23-37 FRED WARNIG N W/O ELKHORN 23-38 HOVLEY EAST S AT OASIS CLUB UNDER SIDEWALK DRAIN 24-01 SHADOW MOUNTAIN E 150' S/O HEDGEHOG - 45-862 SM 24-02 SHADOW MOUNTAIN W 125' S/O HEDGEHOG 24-03 PAINTERS PATH W 725' S/O FRED WARING 24-04 PAINTERS PATH W S/O FRED WARING - 72-150B PAINTERS PATH 24-05 PAINTERS PATH E 725' S/O FRED WARING 24-06 PAINTERS PATH E S/O FRED WARING 24-07 PAINTERS PATH S E/O EDGEHILL 24-08 MONTEREY PARKING LOT DRAIN N/O HWY 111 - 72990 MONTEREY Item 1R-31 BASIN ID Location Description 24-09 MONTEREY W 575' N/O HAHN RD 24-10 MONTEREY W 675' S/O FRED WARING - 44267 MONTEREY 24-11 MONTEREY W S/O FRED WARING 24-12 MONTEREY W N/O HWY 111 24-13 SAN LUIS E S/O FRED WARING 24-14 SAN LUIS W S/O FRED WARING 24-15 HWY 111 S E/O EL PASEO 24-16 TOWN CENTER E 450' N/O HAHN UNDER SIDEWALK 24-17 TOWN CENTER E 525' S/O FRED WARING - 44-400 TC UNDER SIDEWALK 24-18 TOWN CENTER E S/O FRED WARING 24-19 FRED WARING S W/O ACACIA 24-20 FRED WARING S W/O TOWN CENTER 24-21 FRED WARING S 100' E/O PAINTERS PATH 24-22 FRED WARING S 275' E/O HWY 111 24-23 FRED WARING S 300' E/O TOWN CENTER 24-24 FRED WARING S 450' E/O HWY 111 24-25 FRED WARING S E/O PAINTERS PATH 24-26 FRED WARING S W/O HWY 111 24-27 FRED WARING S W/O MONTEREY 24-28 FRED WARING S W/O SAN LUIS 24-29 HWY 74 W S/O HWY 111 24-30 HWY 111 S 450' W/O PLAZA - 72705 HWY 111 UNDER SIDEWALK 24-31 EL PASEO W S/O HWY 111 24-32 EL PASEO E 250' S/O HWY 111 UNDER SIDEWALK 24-33 EL PASEO E S/O HWY 111 24-34 EDGEHILL NW CORNER AT PAINTERS PATH 24-35 EDGEHILL E 175' S/O HEDGEHOG 24-36 EDGEHILL E S/O PAINTERS PATH 24-37 ENTRADA DEL PASEO CUISTOT DRIVE AREA 24-38 ENTRADA DEL PASEO - CHAMBER OF COMMERCE PARKING - 72-559 HWY 111 24-39 ENTRADA DEL PASEO - THE GALEN DRIVE AISLE S E/O ENTRY OFF HWY 111 24-40 ENTRADA DEL PASEO - THE GALEN PARKING 24-41 ENTRADA DEL PASEO - THE GALEN PARKING 24-42 ENTRADA DEL PASEO CHAMBER OF COMMERCE PARKING 24-43 ENTRADA DEL PASEO CHAMBER OF COMMERCE PARKING - 72-559 HWY 111 24-44 ENTRADA DEL PASEO CUISTOT PARKING LOT - 72-595 EL PASEO 24-45 ENTRADA DEL PASEO ENTRY OFF HWY 111 24-46 ENTRADA DEL PASEO IN LANDSCAPE AT NORTH TIP OF PROPERTY - CORRUGATED PIPE 24-47 ENTRADA DEL PASEO LA SPIGA PARKING - 72-557 HWY 111 24-48 ENTRADA DEL PASEO LA SPIGA PARKING - 72-557 HWY 111 24-49 ENTRADA DEL PASEO N/O LA SPIGA - 72-557 HWY 111 24-50 ENTRADA DEL PASEO - THE GALEN DRIVE AISLE 24-51 ACACIA E S/O FRED WARING 24-52 ACACIA W S/O FRED WARING 24-53 HWY 111 SW 300' NW/O DESERT CROSSING 24-54 HWY 111 SW SE/O PALM VALLEY BRIDGE 24-55 HWY 111 SW SE/O PALM VALLEY BRIDGE 4" PIPE 24-56 HWY 111 S W/O PLAZA WAY Item 1R-32 BASIN ID Location Description 24-57 HWY 111 N E/O PLAZA WAY 24-58 HWY 111 N E/O TOWN CENTER 24-59 HWY 111 N W/O PLAZA WAY 24-60 HWY 111 NE 250' SE/O PALM VALLEY BRIDGE 24-61 HWY 111 S 225' W/O HWY 74 24-62 HWY 111 S 300' E/O PLAZA WAY 24-63 HWY 111 S W/O HWY 74 24-64 HWY 111 MEDIAN NOSE N E/O PLAZA WAY 24-65 HWY 111 MEDIAN NOSE N E/O TOWN CENTER 24-66 HWY 111 MEDIAN NOSE N W/O MONTEREY 24-67 HWY 111 MEDIAN NOSE N W/O PLAZA 24-68 HWY 111 MEDIAN NOSE S E/O EL PASEO 24-69 HWY 111 MEDIAN NOSE S W/O HWY 74 24-70 HWY 111 MEDIAN NOSE S W/O PLAZA WAY 24-71 HWY 111 MEDIAN S AT ART MUSEUM ENTRANCE 25-01 PORTOLA W N/O ALESSANDRO DR 25-02 PINYON N W/O SAN LUIS REY - 73-650 PINYON 25-03 PINYON S W/O SAN LUIS REY - 73-637 PINYON 25-04 MOUNTAIN VIEW AVE 45-620 25-05 MOUNTAIN VIEW AVE 73-935 25-06 MOUNTAIN VIEW AVE 73-950 25-07 OCOTILLO E S/O TUMBLEWEED - 45-350 OCOTILLO 25-08 OCOTILLO W N/O TUMBLEWEED 25-09 PALM DESERT SOUTH 73-983 25-10 PALM DESERT NORTH N 350' E/O SAN LUIS REY - 73-850 PDN 25-11 PALM DESERT NORTH N 625' W/O SAN LUIS REY - 73-700 HWY 111 25-12 PALM DESERT NORTH N 650' W/O SAN LUIS REY - 73-700 HWY 111 25-13 PALM DESERT NORTH 73-960 25-14 PALM DESERT NORTH N W/O SAN LUIS REY 25-15 PALM DESERT SOUTH N 175' W/O LUPINE 25-16 PALM DESERT SOUTH N 200' W/O PORTOLA AVE 25-17 PALM DESERT SOUTH N 400' W/O SAN LUIS REY - 73-739 PDS 25-18 PALM DESERT SOUTH N W/O SAN LUIS REY - 73-801 PDS 25-19 MONTEREY E N/O SAN GORGONIO - 44-600 MONTEREY 25-20 PALM DESERT SOUTH S W/O SAN LUIS REY - 73-801 PDS 25-21 PALM DESERT SOUTH N E/O SAN LUIS REY - 73-833 PDS 25-22 PALM DESERT SOUTH S 350' E/O SAGE - 73-301 PDS 25-23 PALM DESERT SOUTH S 400' W/O SAN LUIS REY 25-24 SHADOW LAKE DR 73-901 25-25 SHADOW LAKE S E/O SAN LUIS REY - 73-720 SL 25-26 SHADOW MOUNTAIN S E/O SAN PABLO - 73-525 SM 25-27 SHADOW MOUNTAIN S W/O PORTOLA - 73-955 PORTOLA 25-28 SHADOW MOUNTAIN S W/O SAN LUIS REY - 73-675 SM 25-29 SHADOW MOUNTAIN S W/O TUMBLEWEED 25-30 SHADOW MOUNTAIN N 525' E/O SAN LUIS REY - 73-820 SM 25-31 SHADOW MOUNTAIN N W/O LARKSPUR - 73-650 SM 25-32 SHADOW MOUNTAIN N W/O LUPINE - 73-390 SM 25-33 SHADOW MOUNTAIN N W/O PORTOLA Item 1R-33 BASIN ID Location Description 25-34 SHADOW MOUNTAIN N W/O SAN PABLO - 73-450 SM 25-35 SHADOW MOUNTAIN N W/O TUMBLEWEED 25-36 SHADOW MOUNTAIN S 425' E/O SAN LUIS REY - 73-793 SM 25-37 SAN PASCUAL DR W S/O CATALINA WAY 25-38 SAN PASCUAL AVE E S/O CATALINA WAY 25-39 VOID ((SAN PABLO W S/O SANTA ROSA)) 25-41 VOID ((SAN PABLO W S/O CATALINA WAY)) 25-42 SAN PABLO W S/O FRED WARING 25-43 SAN PABLO E N/O PALM DESERT NORTH 25-44 SAN PABLO AVE E AT SAN NICHOLAS AVE 25-46 SAN PABLO AVE E S/O FRED WARING 25-47 PORTOLA W 325' N/O CATALINA - 44-251 PORTOLA UNDER SIDEWALK 25-48 PORTOLA W S/O CATALINA 25-49 PORTOLA W S/O DE ANZA 25-50 PORTOLA W S/O EL PASEO 25-51 PORTOLA W S/O FRED WARING 25-52 PORTOLA W N/O EL PASEO 25-53 SAN ANSELMO AVE E N/O ROYAL PALM DR 25-54 SAN ANSELMO AVE E S/O SAN NICHOLAS AVE 25-55 SAN ANSELMO AVE W S/O CATALINA WAY 25-56 SAN ANSELMO AVE W S/O GUADALUPE 25-57 SAN ANSELMO AVE W S/O SAN NICHOLAS AVE 25-58 SAN ANSELMO AVE W S/O SANTA ROSA WY 25-59 SAN ANSELMO E S/O FRED WARING 25-60 SAN ANSELMO W S/O FRED WARING 25-61 SAN CARLOS E N/O PALM DESERT NORTH 25-62 SAN CARLOS W AT ALESSANDRO UNDER SIDEWALK 25-63 SAN CARLOS W N/O PALM DESERT NORTH 25-64 SAN DIEGO AVE E N/O SAN ANTONIO CIR - 44-630 SAN DIEGO 25-65 SAN DIEGO AVE W N/O SAN ANTONIO CIR 25-66 SAN MARCOS AVE E N/O SAN CLEMENTE CIR - 44-630 SAN MARCOS 25-67 SAN MARCOS AVE W N/O SAN CLEMENTE CIR - 44-625 SAN MARCOS 25-68 SAN MARCOS E N/O PALM DESERT NORTH 25-69 SAN MARCOS W N/O PALM DESERT NORTH 25-70 SAN LUIS REY E 175' N/O EL PASEO 25-71 SAN LUIS REY E N/O IRONWOOD - 45-880 SLR 25-72 SAN LUIS REY E N/O SHADOW MOUNTAIN 25-73 SAN LUIS REY E S/O CATALINA 25-74 SAN LUIS REY E S/O EL PASEO 25-75 SAN LUIS REY W N/O IRONWOOD. 25-76 SAN LUIS REY W N/O SHADOW MTN - 45-455 SLR 25-77 SAN LUIS REY W S/O CATALINA - 44-381 SAN LUIS REY 25-78 SAN LUIS REY W S/O EL PASEO 25-79 SAN LUIS REY W S/O JOSHUA TREE 25-80 PORTOLA W S/O HWY 111 25-81 PORTOLA W S/O SHADOW MOUNTAIN 25-82 ROYAL PALM DR N W/O SAN PABLO AVE 25-83 ROYAL PALM DR S W/O SAN PABLO - 73-465 ROYAL PALM Item 1R-34 BASIN ID Location Description 25-84 SAN JUAN AVE E S/O CATALINA - 44-400 SAN JUAN 25-85 TUMBLEWEED E S/O SHADOW MOUNTAIN 25-86 TUMBLEWEED N E/O SAGE - 73-200 TUMBLEWEED 25-87 TUMBLEWEED N W/O SAGE - 73-190 TUMBLEWEED 25-88 TUMBLEWEED S W/O SAGE - 73-185 TUMBLEWEED 25-89 TUMBLEWEED W S/O SHADOW MOUNTAIN - 73-219 TUMBLEWEED 25-90 VERBA SANTA E S/O TUMBLEWEED 25-91 VERBA SANTA W S/O TUMBLEWEED 25-92 FRED WARING S W/O SAN PABLO - 73-441 FW 25-93 FRED WARING S W/O SAN PASCUAL 25-94 FRED WARING S W/O PORTOLA 25-95 FRED WARING S E/O SAN PASCUAL 25-96 FRED WARING S 575' E/O MONTEREY - 73-121 FW 25-97 FRED WARING S AT COLLEGE OF THE DESERT - 73-161 FW 25-98 MONTEREY AVE E S/O FRED WARING 25-99 LUPINE W 275' N/O SHADOW MOUNTAIN - 45-405 LUPINE UNDER SIDEWALK 25-100 LUPINE W S/O EL PASEO 25-101 LARKSPUR W S/O HWY 111 UNDER SIDEWALK 25-102 LARREA S 150' W/O PORTOLA UNDER SIDEWALK 25-103 LAS FLORES LN E N/O SAN GORGONIO - 44-625 LAS FLORES 25-104 LAS PALMAS E N/O PALM DESERT NORTH 25-105 LAS PALMAS W N/O PALM DESERT NORTH 25-106 HWY 111 S 225' E/O SAN LUIS REY - 73-861 PDS 25-107 JOSHUA TREE N W/O SAN LUIS REY - 73-704 JT 25-108 JOSHUA TREE S W/O SAN LUIS REY - 73-673 JT 25-109 IRONWOOD N W/O SAN LUIS REY 25-110 HWY 74 W S/O EL PASEO 25-111 HWY 74 W 150' S/O EL PASEO 25-112 HWY 74 W 150' S/O EL PASEO 25-113 HWY 111 MEDIAN N 225' E/O SAN LUIS REY 25-114 HWY 111 MEDIAN N 375' W/O LAS PALMAS 25-115 HWY 111 MEDIAN N 400' W/O SAN LUIS REY 25-116 HWY 111 MEDIAN N W/O LARKSPUR 25-117 HWY 111 MEDIAN NOSE E/O LARKSPUR 25-118 HWY 111 N 225' E/O SAN LUIS REY 25-119 HWY 111 N 375' W/O LAS PALMAS - 73-340 PALM DESERT NORTH 25-120 HWY 111 N 400' W/O SAN LUIS REY - 73-730 PALM DESERT NORTH 25-121 HWY 111 N 750' W/O SAN LUIS REY 25-122 HWY 111 MEDIAN NOSE S W/O SAN LUIS REY 25-123 HWY 111 MEDIAN NOSE W/O SAN PABLO 25-124 HWY 111 MEDIAN S 225' E/O SAN LUIS REY 25-125 HWY 111 MEDIAN S 300' W/O SAN PABLO 25-126 HWY 111 MEDIAN NOSE N W/O SAN LUIS REY 25-127 HWY 111 S W/O LARKSPUR - 73-611 HWY 111 UNDER SIDEWALK 25-128 HWY 111 S W/O LARKSPUR - 73-611 HWY 111 UNDER SIDEWALK 25-129 HWY 111 S E/O SAGE - 73-261 PALM DESERT SOUTH 25-130 HWY 111 S 300' W/O SAN PABLO BEHIND SIDEWALK 25-131 HWY 111 S 375' E/O HWY 74 - 73-075 HWY 111 Item 1R-35 BASIN ID Location Description 25-132 HWY 111 S 400' W/O SAN LUIS REY - 73-739 PDS 25-133 HWY 111 S 100' W/O SAN PABLO 25-134 HWY 111 S 175' W/O LUPINE - 73-345 PALM DESERT SOUTH 25-135 HWY 111 S W/O PORTOLA 25-136 HWY 74 E 75' S/O EL PASEO 25-137 HWY 74 E N/O EL PASEO 25-138 HWY 74 E S/O EL PASEO 25-139 HWY 74 MEDIAN NOSE E S/O HWY 111 25-140 HWY 74 E 100' S/O EL PASEO UNDER SIDEWALK 25-141 ALESSANDRO S E/O SAN PASCUAL 25-142 CATALINA N W/O LINGO LANE - 73896 CATALINA 25-143 CATALINA S E/O SAN LUIS REY - 73-915 CATALINA 25-144 CATALINA S W/O SAN LUIS REY 25-145 CATALINA WAY S W/O SAN JUAN AVE 25-146 EL PASEO MEDIAN S W/O SAN LUIS REY - NEAR 73-725 EP 25-147 EL PASEO N W/O SAN LUIS REY - 73-770 EP 25-148 EL PASEO S 150' E/O SAGE UNDER SIDEWALK 25-149 EL PASEO S 150' E/O SAGE UNDER SIDEWALK 25-150 EL PASEO S 250' W/O SAGE UNDER SIDEWALK - 73-151 EP UNDER SIDEWALK 25-151 EL PASEO S 325' E/O OCOTILLO UNDER SIDEWALK - 73-111 EP UNDER SIDEWALK 25-152 EL PASEO S E/O EL PASEO - 73-785 EP 25-153 EL PASEO S W/O PORTOLA 25-154 EL PASEO S W/O SAN LUIS REY - 73-725 EP 25-155 SAN GORGONIO S 90' E/O SAN PABLO - DROP INLET 25-156 SAN PABLO W 110' S/O SAN GORGONIO - 44-795 SP 25-157 SAN PABLO E 150' S/O SAN GORGONIO - 44-770 SP 25-158 SAN GORGONIO N 70' E/O SAN PABLO 25-159 SAN PABLO W S/O ROYAL PALM 25-160 SAN PABLO E AT ROYAL PALM - 44-530 SP 25-161 SAN PABLO W S/O GUADALUPE 25-162 SAN PABLO E S/O CATALINA 25-163 SAN PABLO W S/O CATALINA 25-164 SAN PABLO W 100' N/O CATALINA 25-165 SAN PABLO E 190' N/O CATALINA - 44-220 SP 25-166 SAN PABLO W S/O SAN NICHOLAS 25-167 SAN PABLO W S/O SANTA ROSA 25-168 SAN PABLO E S/O SANTA ROSA 25-169 SAN GORGONIO S E/O SAN PABLO 25-170 SAN GORGONIO S W/O SAN PABLO 25-171 ALESSANDRO N W/O LAS PALMAS 25-172 ALESSANDRO N 225ΓÇÖ W/O LAS PALMAS 25-173 ALESSANDRO N 525ΓÇÖ W/O LAS PALMAS 25-174 ALESSANDRO N 300ΓÇÖ E/O SAN MARCOS 26-01 EL PASEO S 225' E/O PORTOLA UNDER SIDEWALK 26-02 DRIFTWOOD W 150' S/O SHADOW HILLS UNDER SIDEWALK 26-03 DRIFTWOOD W AT SHADOW HILLS 26-04 EL CORTEZ N W/O SANTA YNEZ NEAR 74-230 EL CORTEZ 26-05 EL CORTEZ S W/O SANTA YNEZ - 74-255 EL CORTEZ Item 1R-36 BASIN ID Location Description 26-06 DEEP CANYON W S/O FRED WARING 26-07 DEEP CANYON W S/O MONTE VERDE - CURB OUTLET UNDER SIDEWALK 26-08 DEEP CANYON W N/O PEPPERTREE CLEANOUT IN GRAVEL - 45-707 DC 26-09 DEEP CANYON W N/O ROYAL CANYON CURB OUTLET 26-10 DEEP CANYON W S/O GOLETA AVE 26-11 DEEP CANYON W S/O ALESSANDRO 26-12 DEEP CANYON W 150' S/O HIDDEN PALMS DRIVE 26-13 DEEP CANYON E S/O FRED WARING 26-14 DEEP CANYON E S/O HIDDEN PALMS DR 26-15 DEEP CANYON E S/O HWY 111 26-16 DE ANZA E S/O ALESSANDRO 26-17 DE ANZA N W/O SANTA YNEZ - 74-226 DE ANZA 26-18 DE ANZA S W/O SANTA YNEZ - 74-231 DE ANZA 26-19 DE ANZA W S/O ALESSANDRO 26-20 DEEP CANYON W S/O PEPPER TREE CLEAN OUT IN GRASS - 45-731 DC 26-21 DEEP CANYON W S/O ROYAL CANYON 26-22 CANDLEWOOD N E/O TORO PEAK - 74-746 CANDLEWOOD UNDER SIDEWALK 26-23 ALESSANDRO S W/O DEEP CANYON - 74-490 ALESSANDRO 26-24 ALESSANDRO S W/O SANTA YNEZ UNDER SIDEWALK 26-25 CHICORY END OF CUL DE SAC E/O PANORAMA - 74-467 CHICORY UNDER SIDEWALK 26-26 ALESANDRO S W/O DE ANZA 26-27 HWY 111 S W/O PANORAMA 26-28 HWY 111 S 200' E/O PORTOLA - 74-041 PALM DESERT SOUTH 26-29 HWY 111 S 450' E/O HOSPITALITY IN GRASS 26-30 HWY 111 S W/O DEEP CANYON 26-31 INDIAN CANYON 44-200 26-32 KINGS CANYON 44-201 26-33 LANTANA W N/O LARREA UNDER SIDEWALK 26-34 HIDDEN PALMS E S/O FRED WARING 26-35 HIDDEN PALMS W S/O FRED WARING 26-36 GOLETA 74-220 26-37 GOLETA AVE 74-030 26-38 GRAND CANYON 44-219 26-39 FRED WARING S W/O FLORINE AVE 26-40 FRED WARING S W/O HIDDEN PALMS 26-41 FRED WARING S E/O PRIMROSE 26-42 HAZEL CANYON LANE 44-201 26-43 WINGFOOT E N/O FAIRWAY UNDER WALL 26-44 WINGFOOT W N/O FAIRWAY UNDER WALL 26-45 YUCCA TREE N 450' N/O FAIRWAY - 74-682 YUCCA TREE 26-46 ROYAL CANYON S W/O DEEP CANYON 26-47 RAMONA N W/O DEEP CANYON 26-48 RAMONA S W/O DEEP CANYON 26-49 SAN MARINO CIRCLE 74-041 26-50 SAN MARINO CIRCLE 74-044 26-51 SAN ONOFRE 44-525 26-52 SHADOW HILLS E S/O PALM DESERT SOUTH 26-53 SHADOW HILLS N AT DRIFTWOOD Item 1R-37 BASIN ID Location Description 26-54 SHADOW HILLS W S/O PALM DESERT SOUTH 26-55 SILVER CANYON 44-217 26-56 SANTA MARGARITA 44-520 26-57 PALM DESERT SOUTH S 425' E/O HOSPITALITY - 74-715 PDS 26-58 PALM DESERT SOUTH S W/O DEEP CANYON - 74-495 PDS 26-59 PALM DESERT SOUTH N W/O DEEP CANYON 26-60 PALM DESERT SOUTH N W/O EL PASEO - 73-850 PDS 26-61 PALM DESERT SOUTH N W/O PANORAMA 26-62 PALM DESERT SOUTH S 125' W/O PANORAMA UNDER SIDEWALK - 74-271 PDS 26-63 PAROSELLA END OF CUL DE SAC E/O PANORAMA - 74-468 PAROSELLA 26-64 PALM DESERT SOUTH N 425' E/O HOSPITALITY - 74-715 PDS 26-65 PALM DESERT NORTH S W/O EL PASEO IN PARKING STALL 26-66 PALM DESERT NORTH N 750' W/O DE ANZA 26-67 PALM DESERT NORTH N W/O DE ANZA 26-68 PORTOLA E S/O FRED WARING 26-69 PORTOLA E S/O DE ANZA 26-70 PORTOLA AVE E 300' N/O FAIRWAY - 45-900 PORTOLA 26-71 PORTOLA AVE E 350' S/O CHICORY - 45-768 PORTOLA 26-72 PORTOLA AVE E N/O ALESSANDRO DR 26-73 PORTOLA AVE E S/0 HWY 111 - 45-188 PORTOLA 26-74 PORTOLA AVE E S/O EL PASEO - 45-300 PORTOLA 26-75 PORTOLA AVE E S/O SHADOW MOUNTAIN 26-76 PEPPERGRASS END OF CUL DE SAC E/O PANORAMA - 74-479 PEPPERGRASS UNDER SIDEWALK 26-77 PEPPERTREE S 300' W/O TORO PEAK - 74-681 PEPPER TREE UNDER SIDEWALK 26-78 PORTOLA E S/O CATALINA WAY 28-01 SHADOW MOUNTAIN S E/O HWY 74 UNDER SIDEWALK 28-02 SKYWARD N W/O ALAMO - 72-988 SKYWARD 28-03 SKYWARD S W/O ALAMO - 72-987 SKYWARD 28-04 SOMERA N W/O ALAMO - 72980 SOMERA 28-05 SOMERA S W/O ALAMO 28-06 HAYSTACK S W/O ALAMO - 72-987 HAYSTACK 28-07 LOTUS 72-650 28-08 HOMESTEAD N 175' E/O BEVERLY - 72-910 HOMESTEAD 28-09 HOMESTEAD N E/O OCOTILLO - 72-750 HOMESTEAD 28-10 HOMESTEAD N W/O ALAMO - 72-990 HOMESTEAD 28-11 AMBER N 150' W/O ALAMO - 72-970 AMBER 28-12 AMBER S W/O ALAMO - 72-995 AMBER 28-13 AMBER W/O ALAMO END OF CUL DE SAC - 72-870 AMBER UNDER SIDEWALK 28-14 BEL AIR N W/O ALAMO - 72-992 BEL AIR 28-15 BEL AIR S W/O ALAMO - 72-993 BEL AIR 28-16 ALAMO W S/O HAYSTACK 28-17 HWY 74 E 450' N/O HAYSTACK UNDER SIDEWALK 28-18 DEER GRASS N W/O ALAMO - 72-990 DG 28-19 DEER GRASS S W/O ALAMO - 72-995 DG 28-20 CALLIANDRA N W/O ALAMO - 72-990 CALLIANDRA 28-21 CALLIANDRA S W/O ALAMO 28-22 CALLIANDRA S W/O ALAMO 29-01 CALLIANDRA S W/O HELIOTROPE Item 1R-38 BASIN ID Location Description 29-02 BURSERA N W/O DESERT LILY - 73-258 BURSERA 29-03 BURSERA S W/O DESERT LILY - 73-261 BURSERA 29-04 CHIA E N/O BEL AIR 29-05 CHIA W 150' S/O HAYSTACK 29-06 CHIA W S/O BEL AIR 29-07 BEL AIR S W/O CHIA - 73-213 BEL AIR 29-08 ALAMO E S/O HAYSTACK 29-09 ALAMO E S/O SKYWARD 29-10 IRONWOOD S W/O SAN LUIS REY - 73-615 IRONWOOD 29-11 AMBER E/O CALICO CACTUS END OF CUL DE SAC - 73-251 AMBER 29-12 IRONWOOD PARK PARKING LOT 29-13 DESERT LILY E S/O BURSERA WAY 29-14 DESERT LILY E S/O GRAPEVINE 29-15 DESERT LILY W 175' S/O BURSERA 29-16 DESERT LILY W S/O GRAPEVINE - 46-530 GRAPEVINE 29-17 HAYSTACK S W/O CHIA - 73-197 HAYSTACK 29-18 PORTOLA W S/O SILVER SPUR UNDER SIDEWALK 29-19 PORTOLA W S/O HAYSTACK 29-20 HELIOTROPE E AT DESERT HOLLY - 47-170 HELIOTROPE 29-21 HELIOTROPE W S/O DESERT HOLLY - 47-175 HELIOTROPE 29-22 GRAPEVINE N 1,000' W/O WHITE STONE UNDER SIDEWALK - 73-700 GRAPEVINE 29-23 GRAPEVINE N W/O RYWAY - 73-400 GRAPEVINE 29-24 GRAPEVINE N W/O WHITE STONE - 73-920 GRAPEVINE 29-25 GRAPEVINE S AT GOLDENROD - 73-325 GRAPEVINE 29-26 GRAPEVINE S E/O DESERT LILY - NEAR 73-300 GRAPEVINE 29-27 GRAPEVINE S E/O RYWAY - NEAR 73-500 GRAPEVINE 29-28 GRAPEVINE S W/O RYWAY - 73-465 GRAPEVINE 29-29 GRAPEVINE ST N W/O PORTOLA - 73-970 GRAPEVINE 29-30 GRAPEVINE ST S W/O PORTOLA AVE 29-31 HAYSTACK N 175' E/O HELIOTROPE 29-32 HAYSTACK N 500' W/O PORTOLA 29-33 HAYSTACK N AT CHIA 29-34 HAYSTACK N W/O HELIOTROPE 29-35 HAYSTACK S 300' W/O HELIOTROPE - 73-425 HAYSTACK 29-36 HAYSTACK S 500' W/O PORTOLA 29-37 HAYSTACK S 650' E/O CHIA - NEAR 73-359 HAYSTACK 29-38 HAYSTACK S E/O ALAMO - 73-005 HAYSTACK 29-39 HAYSTACK S E/O MOON CLEAN OUT IN GRASS - 73-607 HAYSTACK 29-40 TAMARISK 1500' E/O FRONTAGE - END OF CUL DE SAC UNDER SIDEWALK 29-41 SIESTA N E/O MOON END OF CUL DE SAC - 73-600 SIESTA UNDER SIDEWALK 29-42 SUN CORRAL N AT SILVER SPUR 29-43 SUN CORRAL N W/O SILVER SPUR - 47-817 SC 29-44 SUN CORRAL S W/O SILVER SPUR - NEAR 47-833 SC 29-45 PORTOLA AVE W S/O GRAPEVINE ST 29-46 PORTOLA AVE W S/O OLD PROSPECTOR 29-47 SILVER SPUR S AT SUN CORRAL 29-48 PORTOLA E N/O HAYSTACK CHANNEL UNDER SIDEWALK 29-49 PORTOLA E S/O HAYSTACK CHANNEL UNDER SIDEWALK Item 1R-39 BASIN ID Location Description 31-01 SUNDOWN N AT OPAL - 72680 SUNDOWN 31-02 SHADY VIEW 48-521 END OF CUL DE SAC 31-03 OLYMPIC 48-521 UNDER SIDEWALK 31-04 NORTH VIEW E 150' S/O MESA VIEW - 48-550 NORTH VIEW 31-05 NORTH VIEW E S/O MESA VIEW - 48-520 NORTH VIEW 31-06 NORTH VIEW W 125' S/O MESA VIEW - 48-551 NORTH VIEW 31-07 NORTH VIEW W N/O QUAIL HOLLOW - 48-721 NORTH VIEW UNDER SIDEWALK 31-08 NORTH VIEW W S/O MESA VIEW - 48-521 NORTH VIEW 31-09 VALLEY VIEW 48-601 UNDER SIDEWALK 31-10 DESERT VIEW S AT OCOTILLO - 72-731 DV 31-11 HWY 74 W S/O HOMESTEAD 31-12 INDIAN HILLS END OF CUL DE SAC 31-13 MESA VIEW S 100' W/O NORTH VIEW 31-14 MESA VIEW S 150' W/O NORTH VIEW 31-15 MESA VIEW S 250' W/O NORTH VIEW UNDER SIDEWALK 31-16 MESA VIEW S 50' W/O NORTH VIEW 31-17 HWY 74 W 400' S/O SOMMERSET UNDER SIDEWALK 31-18 HWY 74 W 50' S/O DESERT FLOWER 31-19 HWY 74 W 575' S/O SUNDANCE 31-20 HWY 74 W 75' S/O DESERT FLOWER 31-21 HOMESTEAD S 175' E/O BEVERLY - NEAR 72-910 HOMESTEAD 31-22 HOMESTEAD S 325' W/O ALAMO - NEAR 72-950 HOMESTEAD 31-23 HOMESTEAD S W/O ALAMO 31-24 HOMESTEAD S W/O OCOTILLO - 72-735 HOMESTEAD 31-25 HWY 74 W 200' N/O SILVER SPUR 31-26 HWY 74 W 200' N/O STARBURST UNDER SIDEWALK 31-27 HWY 74 W 250' S/O SOMMERSET UNDER SIDEWALK 31-28 HWY 74 W 300' S/O SUNDANCE 31-29 BEVERLY E S/O HOMESTEAD - 48-020 BEVERLY 31-30 BEVERLY W S/O HOMESTEAD 31-31 HWY 74 E 50' S/O HOMESTEAD 31-32 HWY 74 W 150' N/O SILVER SPUR 31-33 HWY 74 E S/O HOMESTEAD 31-34 ALAMO W S/O HOMESTEAD 31-35 CREST VIEW 48-131 31-36 HWY 74 E 200' S/O MESA VIEW UNDER SIDEWALK 31-37 HWY 74 E 275' S/O SUNDANCE 32-01 MESA VIEW S W/O MONTERRA 32-02 MESA VIEW S 150' E/O MONTERRA UNDER SIDEWALK 32-03 MESA VIEW N W/O MONTERRA 32-04 FEATHER END OF CUL DE SAC - 73-589 FEATHER 32-05 PORTOLA W S/O ALDER 32-06 SILVER SPUR N W/O CIRCLE - 48-023 SILVER SPUR 32-07 SILVER SPUR S W/O CIRCLE - 73-555 SILVER SPUR 32-08 PORTOLA E 100' S/O ALDER 32-09 PORTOLA E 150' S/O ALDER 32-10 PORTOLA E 200' S/O ALDER 32-11 PORTOLA E 25' S/O ALDER Item 1R-40 BASIN ID Location Description 32-12 PORTOLA S 200' W/O MARIPOSA UNDER SIDEWALK 32-13 PORTOLA S W/O MARIPOSA 32-14 PORTOLA W 100' S/O ALDER 34-01 HWY 74 W S/O PALOWET 34-02 HWY 74 W 400' S/O PALOWET 34-03 HWY 74 W S/O CAHUILLA 34-04 HWY 74 E S/O CAHUILLA 34-05 CAHUILLA WAY S W/O HWY 74 UNDER SIDEWALK 34-06 CAHUILLA WAY S W/O KIVA UNDER SIDEWALK Item 1R-41 City of Palm Desert PW - Capital Improvement Projects Randy Bowman, Deputy Director 73-510 Fred Waring Drive, Palm Desert, CA 92260 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project RESPONSE DEADLINE: May 30, 2023 at 2:00 pm Report Generated: Wednesday, May 31, 2023 United Storm Water Inc Proposal CONTACT INFORMATION Company: United Storm Water Inc Email: lydia@unitedstormwater.com Contact: Lydia Perry Address: 14000 E. Valley Blvd. City of Industry, CA 91746 Phone: (626) 890-7078 Website: www.unitedstormwater.com Submission Date: May 30, 2023 1:31 PM Item 1R-42 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 2 ADDENDA CONFIRMATION No addenda issued QUESTIONNAIRE 1. BID ACKNOWLEDGMENT* To the City of Palm Desert, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260. A. In response to the Contract Documents for project number 501 -23 and in accordance with the accompanying Instructions to Bidders, the undersigned hereby proposes to the City to furnish all labor, technical and professional services, supervision, materials and equipment, other than materials and equipment specified as furnished by the City, and to perform all operations necessary and required to construct the Project in accordance with the provisions of the Contract Documents and any addenda thereto, and at the prices stated opposite the respective items set forth in the Bid Schedule. B. This Bid constitutes a firm offer to the City which cannot be withdrawn for 90 calendar days after the date set for opening of Bids, or until a Contract is executed by the City and a third party, whichever is earlier. C. The undersigned certifies that it has examined and is fully familiar with all of the provisions of the Contract Documents and any addenda thereto; that it has carefully checked all of the words and figures shown in its Bid Schedule; that it has carefully reviewed the accuracy of all statements in this Bid and attachments hereto; and that it understands and agrees that the City will not be responsible for any errors or omissions on the part of the undersigned in preparing this Bid. D. If awarded a Contract, the undersigned agrees to execute and deliver to the City within ten (10) Days after date of receipt of Notice of Award, a signed Contract and the necessary Performance Bond, Payment Bond, and Certificates of Insurance and Endorsements. E. All Bid Forms, which have been completed and executed by undersigned Bidder, are incorporated by this reference and made a part of this Bid. Item 1R-43 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 3 F. The undersigned is hereby representing that it is and will be properly licensed both at the time that it submits a Bid as wel l as at the time the Contract is awarded, if the Contract is awarded to the undersigned. 1. If Individual Contractor. Undersigned certifies that it is now licensed in accordance with the provisions of the Contractor's License Law of the State of California; or 2. If Joint Venture. Undersigned certifies that the individual members of the joint venture are now licensed in accordance with the provisions of the Contractor's License Law of the State of California. I hereby certify under penalty of perjury under the laws of the State of California that all of the infor mation submitted in connection with this Bid and all of the representations made herein are true and correct. Confirmed 2. BID SCHEDULE* IMPORTANT: THE ELECTRONIC #BID SCHEDULE MUST BE COMPLETED BY EACH BIDDER AND PROPERLY SUBMITTED ON OPENGOV PROCUREMENT. FAILURE TO COMPLETE THE BID SCHEDULE WILL RESULT IN AN INCOMPLETE AND NON -RESPONSIVE BID. THE ELECTRONIC BID SCHEDULE WILL BE INCORPORATED INTO THE CONTRAC T DOCUMENTS. The costs for any Work shown or required in the Contract Documents, but not specifically identified as a line item are to be included in the related line items and no additional compensation shall be due to Contractor for the performance of th e Work. All blank spaces appearing in the Electronic Bid Schedule must be filled in. Failure to fill in any blank spaces may render the bid non-responsive. The estimated quantities for Unit Price items are for purposes of comparing Bids only and the City m akes no representation that the actual quantities of work performed will not vary from the estimates. Final payment shall be determined by the Engineer from measured quantities of work performed based upon the Unit Price. If the Contract Documents specify Alternate Bid items, the City can choose to include any, all, or none of the Alternate Bid items in the Work. If the City selects any of the Alternate Bid items, the corresponding Alternate Bid prices shall be added to or deducted from Base Bid Price for the Work. The City can award/select Alternate Bid items at any time(s). Item 1R-44 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 4 I certify that I have read, understood the above statement. Confirmed 3. BID GUARANTEE* IF SUBMITTING AN ORIGINAL BID BOND: Please download the Bid Bond Form under #ATTACHMENTS, and Mail or hand deliver in a sealed and labeled envelope including the Project Number, Project Title, and Project Due Date visible on the outside of the envelope to the City Clerk's Office located at 73-510 Fred Waring Drive, Palm Desert, CA 92260 before the bid submittal deadline. IF SUBMITTING CASH OR CASHIER'S CHECK: Mail or hand deliver in a sealed and labeled envelope including the Project Number, Project Title, and Project Due Date visible on the outside of the envelope to the City Clerk's Office located at 73 -510 Fred Waring Drive, Palm Desert, CA 92260 before the bid submittal deadline. IF SUBMITTING AN E-BID BOND: follow E-Bid Bond instructions. Hard Copy Original Bid Bond (delivered before bid submittal deadline) 4. E-Bid Bond Please enter your Bid Bond information from Surety2000 below ONLY IF YOU ARENOT SUBMITTING A HARD COPY BID BOND, CASH, OR CASHIER'S CHECK. Bond ID: No response submitted Vendor ID: No response submitted 5. Enter Surety Company "Name" who Issued Bid Guarantee * This information will be verified against the California Department of Insurance Website. Arch Insurance Company Click to Verify Value will be copied to clipboard Item 1R-45 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 5 6. DESIGNATION OF SUBCONTRACTORS* Please download the below documents, complete, and upload. • DESIGNATION_OF_SUBCONTRACTO... DESIGNATION_OF_SUBCONTRACTORS.pdf 7. BIDDER INFORMATION AND EXPERIENCE FORM* Please download the below documents, complete, and upload. • BIDDER_INFORMATION_AND_EXPE... BIDDER_INFORMATION_AND_EXPERIENCE_FORM.pdf 8. NON-COLLUSION DECLARATION* The undersigned declares: I am an authorized representative of my company, the party making the foregoing Bid, to certify the following. The Bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The Bid is genuine and not collusive or sham. The Bidder has not directly or indirectly induced or solicited any other Bidder to put in a false or sham bid. The Bidder has not directly or indirectly colluded, conspired, connived, or agreed with any Bidder or anyone else to put in a sham bid, or to refrain from bidding. The Bidder has not in any manner, directly or indirectly, sought by ag reement, communication, or conference with anyone to fix the Bid Price of the Bidder or any other Bidder, or to fix any overhead, prof it, or cost element of the Bid Price, or of that of any other Bidder. All statements contained in the Bid are true. The Bidder h as not, directly or indirectly, submitted his or her Bid Price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a Bidder that is a corporation, partnership, joint venture, limi ted liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does exec ute, this declaration on behalf of the Bidder. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Item 1R-46 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 6 Confirmed 9. PUBLIC WORKS CONTRACTOR DIR REGISTRATION CERTIFICATION* Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public-Works/PublicWorks.html for additional information. No bid will be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Bidder hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. Unless Bidder is exempt pursuant to the small project exemption, Bidder further acknowledges: A. Bidder shall maintain a current DIR registration for the duration of the project. B. Bidder shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. C. Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non- responsive. Confirmed 10. CONTRACTOR’S CERTIFICATE REGARDING WORKERS’ COMPENSATION* I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract. Confirmed Item 1R-47 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 7 11. Enter your valid CA Contractors State License Board (CSLB) number* Please enter your License Number here. This will be verified against the state database 768583 Click to Verify Value will be copied to clipboard 12. Enter your California Department of Industrial Relations (DIR) Registration number* Please enter your Public Works Contractor DIR Number. This will be verified against the state database. 1000012438 Click to Verify Value will be copied to clipboard 13. Type of Business* S Corporation (if corporation, two signatures are required) 14. Type your Legal Company Name Here* State your Company's Name Here. This will be verified against the California Secretary of State's Website. United Storm Water, Inc. Click to Verify Value will be copied to clipboard 15. How many years has Bidder’s organization been in business as a Contractor? * 24 16. List the Signatory(s) Authorized to Sign and Bind an Agreement.* (If two (2) signatures are required, include the following information for both signatories) A. Full Name B. Title Item 1R-48 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 8 C. Physical Business Address D. Email Address E. Phone Number A. Eduardo C. Perry Jr. B. President C. 14000 E. Valley Blvd., Industry, CA 91746-2801 D. edperry@unitedpumping.com E. (626) 961-9326 1. Lydia Perry 2. Secretary/Treasurer 3. 14000 E. Valley Blvd. Industry, CA 91746-2801 4. lydia@unitedstormwater.com 5. (626) 890-7078 PRICE TABLES Line Item Description Quantity Unit of Measure Unit Cost Total 1 mobilization 1 LS $5,000.00 $5,000.00 2 traffic control 1 LS $1.00 $1.00 Item 1R-49 PROPOSAL DOCUMENT REPORT IFB No. 501-23 FY 2023 Catch Basin and Drain Cleaning Project PROPOSAL DOCUMENT REPORT PUBLIC WORKS - FY 2023 Catch Basin and Drain Cleaning Project Page 9 Line Item Description Quantity Unit of Measure Unit Cost Total 3 clean catch basin 820 EA $154.25 $126,485.00 4 clean under sidewalk drains 110 EA $184.00 $20,240.00 5 fabricate and install CPS unit 54 EA $817.00 $44,118.00 TOTAL $195,844.00 Item 1R-50 DESIGNATION OF SUBCONTRACTORS The subcontractor(s) listed below will perform work or labor or render service to the contractor in or about the construction of the work or improvement, or are subcontractors licensed by the State of California who will, under subcontract to the contractor, specially fabricate and install a portion of the work or improvement according to detailed drawings contained in the Contract Documents, in an amount in excess of one-half of one percent (0.5%) of the contractor’s total bid. Notwithstanding the foregoing, if the work involves the construction of streets and highways, then the Bidder shall list each subcontractor who will perform work or labor or render service to the Bidder in or about the work in an amount in excess of one-half of one percent (0.5%) of the Bidder’s Total Bid Price or $10,000, whichever is greater. No additional time shall be granted to provide the below requested information. In compliance with the Subletting and Subcontracting Fair Practices Act Chapter 4 (commencing at Section 4100), Part 1, Division 2 of the California Public Contract Code, the Bidder shall set forth below: (a) The portion of the work to be done by the subcontractor; (b) The name and the location of the place of business; (c) The California contractor license number; and (d) The DIR public works contractor registration number. If a Bidder fails to specify a subcontractor or if a Bidder specifies more than one subcontractor for the same portion of work, then the Bidder shall be deemed to have agreed that it is fully qualified to perform that portion of work and that it shall perform that portion itself. Portion of Work to be done by Subcontractor Percent of Total Base Bid Name of Subcontractor Location of Business CSLB Contractor License No. DIR Registration Number Transportation and Disposal United Pumping Service, Inc. 14000 E. Valley Blvd. Industry , CA 91746 617639 (A, HAZ, C21, C31, C42) 100000621225% Item 1R-51 Portion of Work to be done by Subcontractor Percent of Total Base Bid Name of Subcontractor Location of Business CSLB Contractor License No. DIR Registration Number (Attach additional sheets if necessary) Item 1R-52 BIDDER INFORMATION AND EXPERIENCE FORM A. INFORMATION ABOUT BIDDER (Indicate not applicable (“N/A”) where appropriate.) NOTE: Where Bidder is a joint venture, pages shall be duplicated and information provided for all parties to the joint venture. 1.0 Name of Bidder: ___________________________________________ 2.0 Type, if Entity: ___________________________________________ 3.0 Bidder Address: ___________________________________________ _____________________________________________________________ _____________________________________________________________ Facsimile Number Telephone Number _____________________________________________________________ Email Address 4.0 How many years has Bidder’s organization been in business as a Contractor? ______________________________ 5.0 How many years has Bidder’s organization been in business under its present name? ________________________ 5.1 Under what other or former names has Bidder’s organization operated?_______________________________________________ 6.0 If Bidder’s organization is a corporation, answer the following: 6.1 Date of Incorporation: ________________________________ 6.2 State of Incorporation: ________________________________ 6.3 President’s Name: ________________________________ 6.4 Vice-President’s Name(s): ________________________________ ________________________________ 6.5 Secretary’s Name: ________________________________ 6.6 Treasurer’s Name: ________________________________ United Storm Water, Inc. S-Corporation 14000 E. Valley Blvd., Industry, CA 91746-2801 (626) 434-6418 (626) 961-9326 lydia@unitedstormwater.com 24 24 N/A 03/13/1999 California Eduardo C. Perry Jr. Daniel C. Perry Lydia Perry Lydia Perry Item 1R-53 7.0 If an individual or a partnership, answer the following: 7.1 Date of Organization: ______________________________________ 7.2 Name and address of all partners (state whether general or limited partnership): ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ 8.0 If other than a corporation or partnership, describe organization and name principals: ___________________________________________________________ ___________________________________________________________ 9.0 What type of work does the Bidder normally perform with its own forces? ___________________________________________________________ ___________________________________________________________ 10.0 Has Bidder ever failed to complete any work awarded to it? If so, note when, where, and why: ___________________________________________________________ ___________________________________________________________ 11.0 Within the last five years, has any officer or partner of Bidder’s organization ever been an officer or partner of another organization when it failed to complete a contract? If so, attach a separate sheet of explanation: ___________________________________________________________ ___________________________________________________________ 12.0 List Trade References: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] N/A N/A N/A BMP fabrication and installation, storm water and sewer management excavation, industrial vacuum truck services and 24-hour emergency response. No No Hilti company; fasteners; (800) 879-8000 Tell Steel, Inc.; raw materials; (800) 734-8355 Item 1R-54 B.LIST OF CURRENT PROJECTS (BACKLOG) [**Duplicate Page if needed for listing additional current projects.**] Project Client Reference (agency name/contact info) Description of Bidder’s Work Completion Date Cost of Bidder’s Work Annual Cleaning and Inspection of City Maintained Fossil Filter Catch Basin-PW22-01 City of Menifee Contact: Chris Gehrki (951) 723-3721 Clean and inspect approx. 200 fossil filter catch basins bi-yearly 2021 - Ongoing 2021/2022 $54,143 2022/2023 $58,706 Spill Response, Hazardous Waste Disposal and Storm Drain Facility Maintenance Services City of Santa Ana Contact: Craig Foster (415) 233-2861 Storm drain structure cleaning services including 20 open storm channels and 215 culverts, as needed spill repsonses, and COVID-19 sanitizing services Approx. $506,000 for 2021 $367,388for 20222021 - Ongoing City of Tustin Contact: Alex Waite (714) 573-3151 Catch Basin Inspection, Cleaning, and Catch Basin BMP Maintenance Program Clean approx. 1,200 catch basins 2-3 times yearly, and install storm drain BMP devices as needed 2018 - Ongoing Annual Contract Amount $83,783 Storm Drain Maintenance Services SM 1920-1 City of Ontario Contact: Casey Cameron (909) 241-5467 Clean approx. 1,700 catch basins and perform storm drain pipe cleaning (12,000 lf) yearly 2019 - Ongoing 2019/2020 - 2020/2021 $333,589/yr 2022/2023 $124,41 2023 Trash Capture Device Installation Project City of San Bruno Contact: Dalia Manaois (650) 616-7065 Furnish and install trash capture devices at various catch basin locations throughout the City 2023 - Ongoing $177,425.85 2022-23 Trash Excluders- Phase III City of Santa Clarita Contact: Lisa Campos (661) 857-2066 Install connector pipe screens in 120 catch basins, clean each catch basin, and paint staff gauges on each catch basin. 2023 - Ongoing $111,450 Catch Basin Maintenance Agreement City of Monterey Park Contact: Anthony Bendezu (626) 307-1320 $180,0002023 - Ongoing Perform catch basin inspection and maintenance services at various locations throughout the City IFB# 08A3488 On-Call Drainage Structure Cleaning Services and Lab Analysis in San Bernardino and Riverside Counties $714,825.002022 - Ongoing Provide on-call drainage structure cleaning services in San Bernardino and Riverside Counties FY 2022-22 Storm Drain Catch Basin Inserts in the City of Inglewood City of Inglewood Contact: William Payne (310) 412-5478 $446,7952022 - Ongoing Furnish and install Automatic Retractable Screens and Connector Pipe Screens at various locations throughout the City California Department of Transportation (Caltrans) District #8 Contact: William DeCoursey (909) 677-9646 City of Rosemead Contact: Chris Marcello (626) 569-2100 Storm Water Catch Basin CPS Unit Upgrade Project Project No. 49011 Furnish and install Connector Pipe Screens at various locations throughout the City 2021 - Ongoing $182,573 City of Ventura Contact: Peter Shellenbarger (805) 652-4582 CPS & ARS Installation Project FY 2021/2022 Project No. 2021-22 Furnish and Install Connector Pipe Screens and Automatic Retractable Screens at various locations throughout the City 2022 - Ongoing $258,088 City of Huntington Park Contact: Cesar Roldan (323) 584-6320 Installation of CPS and ARS City of Commerce Contact: Ziad Mazboudi (626) 532-2018 Furnish and Install Connector Pipe Screens and Automatic Retractable Screens at various locations throughout the City 2022 - Ongoing $42,784 Full Trash Capture Devices Cleaning and Inspection City of Los Altos Contact: Thanh T. Nguyen (650) 947-2624 Provide inspection and cleaning services of full trash capture devices 2022 - Ongoing $139,176 City of Monterey Park Contact: Anthony Bendezu (626) 307-1320 2022 Catch Basin Retrofit Device Installation Furnish and Install Connector Pipe Screens at various locations throughout the City 2022 - Ongoing $99,450 FY 2022 Installation of (58) Storm Drain Catch Basin Trash Full Capture Devices 2022 - Ongoing Furnish and Install Connector Pipe Screens at various locations throughout the City $49,316 Storm Channel Cleaning Services Provide storm channel cleaning services at various locations throughout the City City of Oxnard Contact: Ray Trevino (805) 271-2215 2022 - Ongoing $200,000 P.O. #198867-02 Metropolitan Water District of Southern Califonria Contact: Dominic Villicana (213) 217-6775 Provide pumping and material removal services for Diemer Plant Basins 2022 - Ongoing $74,999 California Department of Transportation (Caltrans) District #7 Contact: David Lawrence (213) 400-6781 IFB 07A5128 Drainage Structure Debris and Sediment Removal, and Analysis in LOs Angeles and Ventura Counties Provide cleaning services for drop inlets, pumping plants, drainage pipes, channels, and wash rack clarifiers at various locations 2021 - Ongoing $4,888,882 Item 1R-55 C.LIST OF COMPLETED PROJECTS – LAST THREE YEARS [**Duplicate Page if needed for listing additional completed projects.**] Please include only those projects which are similar enough to demonstrate Bidder’s ability to perform the required Work. Project Client Reference (agency name/contact info) Description of Bidder’s Work Completion Date Cost of Bidder’s Work 2021 Catch Basin & Drain Cleaning Project RFP No. 501-21 City of Palm Desert Contact : Christina Canales (760) 346-0611 Clean catch basins and drains at various locations throughout the city $158,030 Cleanout Stormwater Treatment Devices City of Industry Contact: Matt Hudson (626) 333-2211 Ext. 146 $153,125 As-Needed Filterra Unit Cleaning & Maintenance City of Irvine Contact: Vien Nguyen (949) 724-7687 2022 2022 2022 $74,134 IFB 07A4924 On-Call As Needed Basis, Cleaning of Drainage Structures along Caltrans Rights-of-Way and Caltrans highways California Department of Transportation (Caltrans) District #7 Contact: David Lawrence (213) 400-6781 $3,097,4302020 - 2021 MC-2019-2 Ditch, Culvert, and Detention Basin Maintenance No. MC-2019-2 Rebid City of Camarillo Contact: Jessica Ouellette (805) 38-5391 2020 $112,050 Provide inspection and cleaning services for drop inlets and catch basin structures at various locations Annual Citywide Storm Drain Facility Inspection and Cleaning Program City of Oceanside Contact: Juan Soriano (760) 583-9994 2019 - 2021 Annual Contract Amount $182,330 Clean approx. 3,500 catch basins yearly Storm Drain Inlet Cleaning Services City of Burlingame Contact: Richard Horne (650) 558-7679 Clean approx. 190 storm drain inlets fitted with trash capture devices bi-yearly 2022 - 2023 Annual Contract Amount $63,460 Clean approximately 820 catch basins, clean approx. 110 under sidewalk drains, and install approx. 60 CPS units Provide maintenance services for all 56 City-maintained ditches, culverts, and dentention basins Provide cleaning services for Filterra units at various locations throughout the City City Storm Drain System Maintenance City of Long Beach Contact: Willie Owens (562) 570-2784 Storm drain structure cleaning including catch basins, pump stations, and inspection and cleaning of 5.5 miles of storm channels 2005 - 2023 Approx. $651,418 for 2021 $477,270 for 2022 Storm Water Best Management Practices (BMP) Maintenance Services & As-Needed Spill Response City of Dana Point Contact: Lisa Zawaski (949) 248-3584 Includes catch basin cleaning (approx. 420), CDS cleaning (approx. 8), and as needed storm drain cleaning 3-times yearly 2008 - Ongoing Annual Contract Amount $364,415 Street Inlet Improvement Phase 2 Project #20-07 City of Hawthorne Contact: Keecheol Kwon (310) 349-2984 $315,700 Furnish and Install Connector Pipe Screens and Automatic Retractable Screens at various locations as well as clean out existing catch basins 2020 - 2022 Capital Improvement Project No. 20-33 Catch Basin Insert Project City of Downey Contact: Janet Ortega (562) 904-7110 Cleaning and Installation of Connector Pipe Screens at various locations throughout the City $70,3702020 - 2022 Maintenance of Storm Drain Line and Catch Basin City of Perris Contact: Michael Morales (951) 657-3280 Maintenance of various catch basins throughout the City 2019 - 2021 $268,930 Water Treatment Units & Continuous Deflecting System Drain Inspection and Cleaning Services City of Carlsbad Contact: Dan Goggin (760) 497-4303 2017 - 2020 Annual Contract Amount $60,000 Provide inspection and cleaning services on all storm drains rated poor by city staff as well as high priority storm drains, storm drains with TCBMP devices, all CDS P.O. #210522 Metropolitan Water District of Southern Califonria Contact: Nery Watson (213) 217-6775 Provide pumping services on an as-required basis at the F.E. Weymouth Treatment Plant Facility 2022 $20,000 Metropolitan Water District of Southern Califonria Contact: Angelo Sarao (213) 217-7610 P.O. #168224-03 2020 - 2022 $200,000 Furnish solids removal and disposal services for various MWD facilities Item 1R-56 D. EXPERIENCE AND TECHNICAL QUALIFICATIONS QUESTIONNAIRE Personnel: The Bidder shall identify the key personnel to be assigned to this project in a management, construction supervision or engineering capacity. 1. List each person’s job title, name and percent of time to be allocated to this project: 2. Summarize each person’s specialized education: 3. List each person’s years of construction experience relevant to the project: 4. Summarize such experience: Bidder agrees that personnel named in this Bid will remain on this Project until completion of all relevant Work, unless substituted by personnel of equivalent experience and qualifications approved in advance by the City. Ramon Menjivar - Senior Project Manager (100%) Eugene Hernandez - Production Manager (100%) Roberto Casimiro Sr. - Lead Technician (100%) CPR and First Aid Training; Bloodborne Pathogen Training; 40-Hour Hazwoper Training Confined Space Entry Certification; Traffic Control Training Per Caltrans Standards; DOT Certification Ramon Menjivar - 24 years (since 1999) Eugene Hernandez - 17 years (since 2006) Roberto Casimiro Sr. - 17 years (since 2006) Ramon Menjivar has vast experience in managing storm drain management and CPS installation projects for public agencies, and has provided the City of Palm Desert with these services since 2018. Eugene Hernandez and Roberto Casimiro Sr. have planned and executed every cleaning and CPS installation project that United has participated in since 2006. Item 1R-57 E. ADDITIONAL BIDDER’S STATEMENTS: If the Bidder feels that there is additional information which has not been included in the questionnaire above, and which would contribute to the qualification review, it may add that information in a statement here or on an attached sheet, appropriately marked: _______ United Storm Water (United) is a full service storm water management firm having the experience and resources necessary to fulfill all aspects of this contract upon award, and within the time period specified. United successfully provided these services to the City of Palm Desert in 2018 and 2020, and is fully knowledgeable as to the scope of work and City expectations. Please also note that all BMP products to be installed are manufactured by United, and there will therefore be no third party suppliers involved with the purchase, installation, nor warranty. United Pumping Service (in business since 1970) is United Storm Water's sister company. Both companies are owned and operated by the same persons, and operate out of the same fleet yard. Item 1R-58 BASIN ID LOCATION DESCRIPTION 25-01 PORTOLA W N/O ALESSANDRO DR 25-07 OCOTILLO E S/O TUMBLEWEED - 45-350 OCOTILLO 25-08 OCOTILLO W N/O TUMBLEWEED 25-09 PALM DESERT SOUTH 73-983 25-10 PALM DESERT NORTH N 350' E/O SAN LUIS REY - 73-850 PDN 25-100 LUPINE W S/O EL PASEO 25-106 HWY 111 S 225' E/O SAN LUIS REY - 73-861 PDS 25-110 HWY 74 W S/O EL PASEO 25-111 HWY 74 W 150' S/O EL PASEO 25-112 HWY 74 W 150' S/O EL PASEO 25-113 HWY 111 MEDIAN N 225' E/O SAN LUIS REY 25-114 HWY 111 MEDIAN N 375' W/O LAS PALMAS 25-118 HWY 111 N 225' E/O SAN LUIS REY 25-119 HWY 111 N 375' W/O LAS PALMAS - 73-340 PALM DESERT NORTH 25-122 HWY 111 MEDIAN NOSE S W/O SAN LUIS REY 25-124 HWY 111 MEDIAN S 225' E/O SAN LUIS REY 25-126 HWY 111 MEDIAN NOSE N W/O SAN LUIS REY 25-129 HWY 111 S E/O SAGE - 73-261 PALM DESERT SOUTH 25-13 PALM DESERT NORTH 73-960 25-131 HWY 111 S 375' E/O HWY 74 - 73-075 HWY 111 25-134 HWY 111 S 175' W/O LUPINE - 73-345 PALM DESERT SOUTH 25-135 HWY 111 S W/O PORTOLA 25-136 HWY 74 E 75' S/O EL PASEO 25-137 HWY 74 E N/O EL PASEO 25-138 HWY 74 E S/O EL PASEO 25-14 PALM DESERT NORTH N W/O SAN LUIS REY 25-15 PALM DESERT SOUTH N 175' W/O LUPINE 25-151 EL PASEO S 325' E/O OCOTILLO UNDER SIDEWALK - 73-111 EP 25-16 PALM DESERT SOUTH N 200' W/O PORTOLA AVE 25-18 PALM DESERT SOUTH N W/O SAN LUIS REY - 73-801 PDS 25-20 PALM DESERT SOUTH S W/O SAN LUIS REY - 73-801 PDS 25-22 PALM DESERT SOUTH S 350' E/O SAGE - 73-301 PDS 25-63 SAN CARLOS W N/O PALM DESERT NORTH 25-64 SAN DIEGO AVE E N/O SAN ANTONIO CIR - 44-630 SAN DIEGO 25-68 SAN MARCOS E N/O PALM DESERT NORTH 25-69 SAN MARCOS W N/O PALM DESERT NORTH 25-80 PORTOLA W S/O HWY 111 25-86 TUMBLEWEED N E/O SAGE - 73-200 TUMBLEWEED 25-87 TUMBLEWEED N W/O SAGE - 73-190 TUMBLEWEED 25-88 TUMBLEWEED S W/O SAGE - 73-185 TUMBLEWEED 25-90 VERBA SANTA E S/O TUMBLEWEED LOCATIONS FOR CPS UNITS Item 1R-59 BASIN ID LOCATION DESCRIPTION LOCATIONS FOR CPS UNITS 25-91 VERBA SANTA W S/O TUMBLEWEED 26-11 DEEP CANYON W S/O ALESSANDRO 26-15 DEEP CANYON E S/O HWY 111 26-16 DE ANZA E S/O ALESSANDRO 26-19 DE ANZA W S/O ALESSANDRO 26-23 ALESSANDRO S W/O DEEP CANYON - 74-490 ALESSANDRO 26-26 ALESANDRO S W/O DE ANZA 26-27 HWY 111 S W/O PANORAMA 26-28 HWY 111 S 200' E/O PORTOLA - 74-041 PALM DESERT SOUTH 26-30 HWY 111 S W/O DEEP CANYON 26-52 SHADOW HILLS E S/O PALM DESERT SOUTH 26-54 SHADOW HILLS W S/O PALM DESERT SOUTH 26-58 PALM DESERT SOUTH S W/O DEEP CANYON - 74-495 PDS 26-59 PALM DESERT SOUTH N W/O DEEP CANYON 26-62 PALM DESERT SOUTH S 125' W/O PANORAMA UNDER SIDEWALK - 74-271 PDS 26-66 PALM DESERT NORTH N 750' W/O DE ANZA 26-67 PALM DESERT NORTH N W/O DE ANZA 26-72 PORTOLA AVE E N/O ALESSANDRO DR 26-73 PORTOLA AVE E S/0 HWY 111 - 45-188 PORTOLA Item 1R-60 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Vanessa Mager, Management Analyst REQUEST: APPROVE A ONE (1) YEAR EXTENSION TO THE CONTRACT BETWEEN THE CITY OF PALM DESERT AND CIRCUIT TRANSIT, INC. TO PROVIDE EL PASEO COURTESY CART SERVICES FOR FISCAL YEAR 2023/24 RECOMMENDATION: 1. Approve Amendment No. 1 to Contract No. C43540 with Circuit, Inc. in an amount not to exceed $204,500, including regularly scheduled, special events and flex hours for the operation of the El Paseo Courtesy Cart Program during Fiscal Year (FY) 2023/24. 2. Authorize the City Manager to execute said contract and allow the City Attorney to make non- substantive changes. BACKGROUND/ANALYSIS: At its July 14, 2022, regular City Council meeting, Council approved a contract with Circuit Transit, Inc. for the operation of three (3) vendor owned El Paseo Courtesy Carts. As part of Council consideration, staff recommended approval of a one (1) year contract with options for two (2) one (1) year extensions for the operations of three (3) vendor owned El Paseo Courtesy Carts seven (7) hours per day, seven (7) days per week mid-October through May. The FY 2022/23 agreement has expired as of May 29, 2023, and based on the satisfactory performance of the current vendor, staff is recommending that Council approve to proceed with the first of the two (2) one (1) year extension for the operations of three (3) vendor owned El Paseo Courtesy Carts. Approval of staff’s recommendation will allow the City to extend the contract with Circuit Transit, Inc. for the operation of the El Paseo Courtesy Carts for one (1) year at an amount not to exceed $204,500 for FY 2023/24. With Council’s approval the operation of the carts will commence on October 13, 2023, and end on May 27, 2024. The approval of Amendment No. 1 of the El Paseo Courtesy Cart operator’s contract aligns with the City’s Envision Palm Desert Strategic Plan in the following areas: • Economic Development Priority 4: Expand and raise awareness of business-friendly services in order to retain and attract business. • Transportation Priority 3: De-emphasize the use of single/low occupancy vehicles and optimize multiple modes of travel. Item 1S-1 City of Palm Desert Approve a one (1) year extension with Circuit Transit, Inc. for El Paseo Courtesy Cart Services Page 2 of 2 FINANCIAL IMPACT: Funds in the amount of $204,500 have been included in the FY 2023/24 budget request in Courtesy Cart Account Number 1104416-4368100 for the operations of the carts. REVIEWED BY: Department Director: Eric Ceja City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Amendment No. 1 – El Paseo Courtesy Cart Service 2. C43540 Circuit Transit - Executed Agreement Item 1S-2 Contract No. ______________ Page 1 of 6 AMENDMENT NO. 1 TO AGREEMENT FOR SERVICES TO OPERATE THE EL PASEO COURTESY CART SERVICE BETWEEN THE CITY OF PALM DESERT AND CIRCUIT TRANSIT, INC. 1. Parties and Date. This Amendment No. 1 to the Agreement for Services to Operate the El Paseo Courtesy Cart service is made and entered into as of this 22nd day of June, 2023, by and between the City of Palm Desert (“City”) and Circuit Transit, Inc., a Corporation with its principal place of business at 777 S. Flagler Drive, Suite 800 West Tower, West Palm Beach, FL 33401 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 The City and Contractor entered into Contract No. C43540 dated July 14, 2022 (“Agreement”), under which Contractor operated the City’s seasonal, on-demand shuttle service along El Paseo for the period dating mid-October 2022 through May 2023. 2.2 The City and Contractor now desire to amend the Agreement to extend the term of the Agreement, and to update the operations schedule for shuttle service. 3. Terms. 3.1 The introductory paragraph of the Agreement is hereby amended to delete the reference to the period October 14, 2022 through May 29, 2023, and to read as follows: “This Agreement dated July 14, 2022 is entered into between the City of Palm Desert (CITY) and Circuit Transit, Inc. (CONTRACTOR), for the operation of the El Paseo Courtesy Cart Service, a non-fixed route public transit service within the City of Palm Desert (“Project”).” 3.2 Section 2 (Vehicle Operation) of the Agreement is hereby renamed and amended in its entirety, to read as follows: “2. Scope of Services and Term: A. General Scope of Services: CONTRACTOR promises and agrees to furnish to CITY all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project described in the CONTRACTOR’S Proposal dated June 29, 2022, attached hereto as Exhibit B ("Services"). All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. B. Vehicle Operation: Vehicles shall be in regular service seven days per week, 11:00 a.m. through 6:00 p.m. daily, (days subject to change by the CITY), including holidays, except Christmas Day and Thanksgiving Day, as follows: Item 1S-3 Contract No. ______________ Page 2 of 6 Initial contract operating period: October 14, 2022 - May 29, 2023 First Amendment operating period: October 13, 2023 - May 27, 2024 CONTRACTOR shall operate the vehicles in accordance with the applicable operating schedule, attached hereto as Exhibit “A” (“Schedule”). Vehicles are permitted to be out of service for one half-hour plus two 15- minute breaks during each seven-hour operating period. No breaks shall be taken consecutively or concurrently. At the direction of the CITY, more hours may be added to the schedule described herein or may be reduced from this schedule. In the event that the number of hours is changed, the contract amount will be adjusted accordingly by application of the unit rates contained in Exhibit B. The CITY retains the right to increase, decrease, or, with thirty (30) days’ notice, to suspend or cancel the service for any period at any time. The CONTRACTOR shall provide neatly-attired professional drivers whose appearance is appropriate for the context in which they will be working (company golf shirts, for example). C. Term: The term of this Agreement shall be from July 14, 2022, to May 27, 2024, unless earlier terminated as provided herein. CONTRACTOR shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. Execution is completed when all parties have signed the agreement. Agreement is subject to annual budget approval by the City Council. If not approved during the budget process the agreement will be cancelled according to the termination procedures outlined below. D. Termination Prior to Expiration of Term: CITY may terminate this Agreement at any time, with or without cause, upon thirty (30) day’s written notice to the CONTRACTOR. Upon receipt of the notice of termination, the CONTRACTOR shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the CITY, CONTRACTOR shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by CITY. CITY shall be entitled to reimbursement for any compensation paid in excess of the services rendered. CONTRACTOR may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to the CITY only in the event of substantial failure by the CITY to perform in accordance with the terms of this Agreement through no fault of CONTRACTOR. 3.3 A New Section 2.5 (Independent Contract; Control and Payment of Subordinates) is hereby added to the Agreement, to read as follows: “2.5 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by CONTRACTOR or under its supervision. CONTRACTOR will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. CITY retains CONTRACTOR on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of CITY and shall at all Item 1S-4 Contract No. ______________ Page 3 of 6 times be under CONTRACTOR’S exclusive direction and control. Neither CITY, or any of its officials, officers, directors, employees or agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’S officers, employees or agents, except as set forth in this Agreement. CONTRACTOR shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. CONTRACTOR shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.” 3.4 Section 4 (Fees and Payment) of the Agreement is hereby amended in its entirety to read as follows: A. Operation of the El Paseo Courtesy Cart Service: CONTRACTOR shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the “Option 1: Circuit Vehicles” rates set forth on page 18 of Exhibit "B". The total compensation shall not exceed Two Hundred Four Thousand Five Hundred Dollars and Zero Cents ($204,500) per year, without written approval of the City Council or City Manager, as applicable. B. Payment of Compensation: CONTRACTOR shall submit to CITY monthly invoices which provide a detailed description of the Services and hours rendered by CONTRACTOR. CITY shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the CITY disputes any of CONTRACTOR'S fees, the CITY shall give written notice to CONTRACTOR within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. CONTRACTOR shall submit its final invoice to CITY within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the CONTRACTOR to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by CONTRACTOR. The making of final payment shall not constitute a waiver of any claims by the CITY for any reason whatsoever. C. Reimbursement for Expenses: CONTRACTOR shall not be reimbursed for any expenses unless authorized in writing by CITY or included in Exhibit “B”. D. Extra Work: At any time during the term of this Agreement, CITY may request that CONTRACTOR perform Extra Work. As used herein, "Extra Work" means any work which is determined by CITY to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. CONTRACTOR shall not perform, nor be compensated for, Extra Work without written authorization from CITY.” 3.5 A new Section 7 (Amendment; Modification) is hereby added to the Agreement, to read as follows: “7. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Item 1S-5 Contract No. ______________ Page 4 of 6 Parties.” 3.6 A new Section 8 (Delivery of Notices) is hereby added to the Agreement, to read as follows: “8. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Circuit Transit INC 501 E Las Olas Blvd, Suite 300 Fort Lauderdale, FL 33301 ATTN: Daniel Kramer, Vice President, Operations & Business Development, Circuit City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Economic Development Department Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.” 3.7 Exhibit “A” is hereby amended to add the 2023 – 2024 City of Palm Desert Neighborhood Electric Vehicle (NEV) Operations Schedule, attached hereto and incorporated herein by reference. 3.8 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. 3.9 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. 3.10 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. 3.11 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] Item 1S-6 Contract No. ______________ Page 5 of 6 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO CONTRACT NO. C43540 BETWEEN THE CITY OF PALM DESERT AND CIRCUIT TRANSIT, INC. IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the Agreement for Services to Operate the El Paseo Courtesy Cart service as of the day and year first above written. CITY OF PALM DESERT By: L. Todd Hilman City Manager ATTEST: By: Anthony J. Mejia City Clerk APPROVED AS TO FORM: By: Best & Krieger LLP City Attorney CIRCUIT TRANSIT, INC. By: Its: Printed Name: By: Its: Printed Name: QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1S-7 Contract No. ______________ Page 6 of 6 “EXHIBIT A” 2023 – 2024 City of Palm Desert Neighborhood Electric Vehicle (NEV) Operations Schedule Regular Month # of Days Hours Per Day Total Hours Per Cart October 13 – 31, 2023 19 7 133 November 1-30, 2023 (excluding Thanksgiving) 29 7 203 December 1-31,2023 (excluding Christmas) 30 7 210 January 1-31, 2024 31 7 217 February 1-29, 2024 29 7 203 March 1-31, 2024 31 7 217 April 1-30, 2024 30 7 210 May1-27, 2024 27 7 203 Total Annual Regular Hours - One (1) Cart 1596 Total Annual Regular Hours - Two (2) Cart 1596 Total Annual Regular Hours - Three (3) Cart 1596 Total Annual Regular Hours for all Three (3) Carts 4788 Potential Overtime Hours – (At the direction of the City, but not to exceed) Month(s) Hours Per Month Number of Months Total Hours Per Cart October 2023 – February 2023 4 5 20 March 2024 55 1 55 April – May 2024 3 2 6 Potential Overtime Hours - One (1) Cart 81 Potential Overtime Hours - Two (2) Cart 81 Potential Overtime Hours - Three (3) Cart 81 Total Potential Overtime Hours for all Three (3) Carts 243 Item 1S-8 Item 1S-9 Item 1S-10 Item 1S-11 Item 1S-12 Item 1S-13 Item 1S-14 Item 1S-15 Item 1S-16 Item 1S-17 Item 1S-18 Item 1S-19 Item 1S-20 Item 1S-21 Item 1S-22 Item 1S-23 Item 1S-24 Item 1S-25 Item 1S-26 Item 1S-27 Item 1S-28 Item 1S-29 Item 1S-30 Item 1S-31 Item 1S-32 Item 1S-33 Item 1S-34 Item 1S-35 Item 1S-36 Item 1S-37 Item 1S-38 Item 1S-39 Item 1S-40 Item 1S-41 Item 1S-42 Item 1S-43 Item 1S-44 Item 1S-45 Item 1S-46 Item 1S-47 Item 1S-48 Item 1S-49 Item 1S-50 Item 1S-51 Item 1S-52 Item 1S-53 Item 1S-54 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Erika Castellano REQUEST: on behalf of the Mayor and City Council APPOINT AND REAPPOINT APPLICANTS TO THE CITY OF PALM DESERT’S ESTABLISHED BOARDS, COMMISSIONS, COMMITTEES, AND TASKFORCES (“APPOINTED BODIES”) RECOMMENDATION: Appoint/Reappoint the following individuals to serve on the City of Palm Desert’s appointed bodies for the term of July 1, 2023, through June 30, 2027, except as noted: Architectural Review Commission James Blakeley (term ending June 30, 2026) Building Board of Appeals Joseph Gaugush Civic Engagement Committee John Holan (term ending June 30, 2026) Robin Stewart (term ending June 30, 2026) Franchon-Marie Siddiq (term ending June 30, 2026) Cultural Arts Committee Maureen Boren Pia Rose Debra Norby (Alternate) Kristen Olson Stone (Alternate) Cultural Resources Preservation Committee Kim Housken David Toltzmann Linda Vassalli Finance Committee Gretchen Heuring Homelessness Taskforce Rosemary Fisher-Anaya Housing Commission Jann Buller Kathleen Bauer Franchon-Marie Siddiq Marketing Committee Rolf Hoehn Ray Rodriguez Parks & Recreation Committee John Maldonado Dan Rademacher (Alternate) Planning Commission John Greenwood Joseph Pradetto Public Safety Committee Terry Kramer Douglas Luhring Kevin Wahlstrom Stephen Nelson (Alternate) Resource Preservation & Enhancement Committee Berlinda Blackburn Geoffrey Gregory Gustavo Gomez Joseph Gaugush Item 1T-1 City of Palm Desert Appointment & Reappointment of Applicants to the City’s Appointed Bodies Page 2 of 2 BACKGROUND/ANALYSIS: The City Council was provided with copies of current appointed body applications and roster information. Interviews of selected applicants were scheduled on Wednesday, May 17, Thursday, May 18, and Tuesday, May 30, 2023. At the conclusion of the interviews, the City Council discussed and provided direction to staff regarding the desired appointments and reappointments. Approval of the recommendations is respectfully requested. FINANCIAL IMPACT: The requested action does not have a direct financial impact on the City’s budget. REVIEWED BY: City Clerk: Anthony Mejia City Manager: Todd Hileman ATTACHMENTS: 1.Summary of City Council recommendations for appointments and reappointments Item 1T-2 Boards, Committees and Commissions Recommended Appointments, Reappointments and Vacancies June 22, 2023 Committee/Commission Positions Available Reappointment?Column1 Column12 Column2 Column3 Column4 Architectural Review 1 James Blakely Building Board of Appeals 4 Joseph Gaugush Civic Engagment 6 John Holan Robin Stewart Franchon-Marie Siddiq Cultural Arts 2 Maureen Boren Pia Rose Debra Norby (Alt)Kristen Olson Stone (Alt) Cultural Resources Preservation 3 Kim Housken David Tolztmann Linda Vassalli Finance 1 Gretchen Heuring Homelessness Taskforce 2 Rosemary Fisher-Anaya Hold for Lived Experience Housing 5 Jann Buller Kathleen Bauer Franchon-Marie Siddiq Hold for HA Tenant Marketing 2 Rolf Hoehn Ray Rodriguez Parks & Recreation 1 John Maldonado Dan Rademacher (Alt) Planning 2 John Greenwood Joseph Pradetto Public Safety 3 Terry Kramer Douglas Luhring Kevin Wahlstrom Stephen Nelson (Alt) Resource Preservation (RPEC)5 Berlinda Blackburn Geoffrey Gregory Gustavo Gomez Reappointment Appoint to vacant position Appoint as alternate Unavailable Revised: 6/14/2023, 1:53 PM G:\CityClrk\Boards Commissions Committees\Applications\2023 Study Sessions - applications\Applicants by Last Name and Committee Vacancies Page 1 Item 1T-3 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Shawn Muir, Community Services Manager REQUEST: ACCEPT GRANT FROM COACHELLA VALLEY MOUNTAINS CONSERVANCY (CVMC) CLIMATE RESILIENCE & COMMUNITY ACCESS (CRCA) PROGRAM IN THE AMOUNT OF $300,000 (PROJECT NO. CPK00002) RECOMMENDATION: 1. Accept grant from Coachella Valley Mountains Conservancy (CVMC) Climate Resilience & Community Access (CRCA) program in the amount of $300,000 for the North Sphere Regional Park Improvements Project. 2. Authorize the City Manager to execute the agreement and all other documents associated with this grant. BACKGROUND/ANALYSIS: The North Sphere Regional Park (NSRP) is a 27-acre park that was included in the Millennium Specific Plan to provide residents of the development with outdoor recreational opportunities. The need for a regional park in this area is designated by the City of Palm Desert General Plan. On August 25, 2022, the City Council awarded a contract in the amount of $1,230,095 to Interwest Consulting Group, Inc. (Interwest) for planning and design services for the NSRP. However, during the process, Interwest updated their proposal to $1,201,260, which did not affect their rank. Since the award of the contract, staff has worked with Interwest to identify grant opportunities that may meet the project goals. The CVMC CRCA grant was identified, and a contract amendment was executed February 15, 2023, to increase the contract amount by $22,773 to allow Interwest to provide grant-writing services using rates and scope included in the original contract. Staff worked with Interwest’s grant division to develop and submit the CVMC CRCA grant application. CVMC awarded the grant in the amount of $300,000 to the City of Palm Desert during its regular Board Meeting on May 8, 2023. Upon Palm Desert City Council acceptance of the award, the grant contract (Attachment 1) may be executed. The project description for the grant includes the development of a conceptual design for the NSRP that identifies characteristics of the site and features to promote climate resiliency and community access. The objective of the conceptual plan will be to provide layout strategies to scale on a surveyed base, identify the final programming and uses of the future park, and finalize the areas and interrelationships of uses and features to be included. The grant amount requested was $400,000, however, only $300,000 was awarded by CVMC. Item 1U-1 City of Palm Desert Accept CVMC CRCA Grant Page 2 of 2 Strategic Plan: A top priority of the City’s Envision Palm Desert Strategic Plan is to secure funding to sustain and enhance the community’s parks, recreation areas, and activities. This request meets that objective by securing funding to design a new park in North Palm Desert. FINANCIAL IMPACT: The North Sphere Regional Park Improvements Project was included in the approved Capital Improvement Project (CIP) List for Fiscal Year 2022/23. Acceptance of this grant award will bolster the budget for public engagement, planning, engineering, and design activities for the NSRP that are specific to Climate Resilience and Community Access. Funding for the design and construction of the park is currently $1.5M, consisting of $1,000,000 under Account No. 2334670-5000201, and $500,000 in 4514618-5000913. There will be no change to the current contract with Interwest since the grant monies will be distributed to the City on a reimbursement basis. Therefore, there is no financial impact on the General Fund following acceptance of the award. Item Authorize Account Budget Cost Original Budget FY22/23 06/23/22 2334670-5000201 $1,000,000 Appropriation FY 22/23 08/25/22 4514618-5000913 $ 500,000 Planning / Design – C43900 08/25/22 $1,201,260 Contingency – C43900 08/25/22 $ 100,000 Grant Reimbursement 06/22/23 $(300,000) TOTAL PROJECT COST $1,500,000 $1,001,260 PROJECT BALANCE $498,740 *Bold amounts are the subject to this request REVIEWED BY: Department Director: Martin Alvarez City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: ATTACHMENTS: 1. Grant Agreement 2. CRCA Application Item 1U-2 Page 1 CRCA GRANT AGREEMENT Coachella Valley Mountains Conservancy State of California - The Natural Resources Agency Grantee Name: City of Palm Desert Project Title: North Sphere Regional Park Agreement Number: 38500000CRCA0015 Funding Source: General Fund Program: CRCA Grant Program Maximum Grant Amount: $300,000.00 Agreement Date: _______________, 2023 Completion Date: March 31, 2024 Under the terms and conditions of the Agreement, Grantee agrees to complete the Project as described in the Project Scope attached as Exhibit A, as it may be amended in writing by Grantee and CVMC, and CVMC agrees to fund the Project up to the Maximum Grant Amount above. PROJECT DESCRIPTION This grant will support the development of conceptual designs and prepare construction documents for a 27-acre regional park in an unimproved portion of Palm Desert between I-10 and Dinah Shore/Gerald Ford Drive. Project objectives include developing conceptual designs to create a multi-functional park that will weave natural features and processes into the built environment to promote climate adaptation and resilience. Funding will also support the preparation of construction bid documents and specifications to initiate the bidding process. A detailed Project Scope, Project Schedule and Project Budget are attached hereto as Exhibit A and are hereby incorporated into this Agreement. The General and Special Conditions attached hereto are hereby incorporated into the Agreement. City of Palm Desert Coachella Valley Mountains Conservancy By:______________________________ By:________________________________ L. Todd Hileman Jim R. Karpiak City Manager Executive Director Item 1U-3 Page 2 TERMS AND CONDITIONS OF GRANT General Conditions A. Definitions 1. The term "Act" means the legislation authorizing the Funding Source identified above, along with any applicable regulations established by the Natural Resources Agency or CVMC. 2. The term “Agreement” means this Grant Agreement. 3. The term “Application” means the individual application form, its required attachments and any proposal submitted by the Grantee to CVMC for the Project, as described more particularly in the Special Conditions section below. 4. The term “Application Guidelines” means the CVMC Climate Resilience & Community Access Guidelines as approved by the Conservancy Board in November 2022. 5. The term "CVMC" means the Coachella Valley Mountains Conservancy, an agency of the State of California within the Natural Resources Agency. 6. The term “Grant” or “Grant Funds” means the money provided by CVMC to the Grantee or its contractors or vendors under this Agreement. 7. The term "Grantee" means City of Palm Desert, a local public entity in the County of Riverside, State of California. 8. The term “Other Sources of Funds” means cash or in-kind contributions that are required or used to complete the project beyond the Grant Funds provided by this Agreement. 9. The term “Payment Request” means a form provided by CVMC and/or an invoice and related documentation used by Grantee to request disbursements under this Agreement. 10. The term "Project" means the work listed in the Project Scope attached as Exhibit A to be accomplished with Grant Funds. 11. The term “Project Budget” means the CVMC approved cost estimate included in Exhibit A to this Agreement. 12. The term “Project Scope” means the description included in Exhibit A for work to be accomplished by the Project. B. Project Execution 1. Subject to the availability of funds in the Act, CVMC hereby grants to the Grantee a sum of money (the “Grant Funds”) not to exceed $300,000.00 in consideration of and on condition that the sum be expended in carrying out the purposes as set forth in the description of the Project in this Agreement and its attachments and under the Terms and Conditions set forth in this Agreement. 2. Grantee shall complete the Project by March 31, 2024, unless an extension has been granted by CVMC in writing and under the Terms and Conditions of this Agreement. Extensions may be requested in advance and will be considered by CVMC, at its sole discretion. Item 1U-4 Page 3 3. Where relevant, Grantee shall at all times ensure that Project complies with the California Environmental Quality Act (CEQA) (Public Resources Code, Division 13, commencing with section 21000 et. seq., Cal Code Regs. title 14, section 15000 et. seq.) and all other environmental laws, including but not limited to obtaining all necessary permits. 5. Where relevant, Projects must comply with any applicable laws pertaining to prevailing wages and labor compliance. 6. Grantee shall provide access by CVMC to any of its draft data, surveys, studies or other work product related to the Project within two business days of CVMC’s written request. 7. Prior to the commencement of any work, any modification or alteration in the Project as set forth in the Application on file with CVMC must be submitted to CVMC for approval. Changes in Project Scope must continue to meet the need cited in the original application or they will not be approved. C. Project Costs 1. Any Grant Funds provided to Grantee under this Agreement will be disbursed for eligible costs shall not exceed in any event the amount set forth in Section B. 1 above, in accordance with the budget in the Project Budget, as it may be revised in writing by CVMC. Grant Funds are disbursed on a Reimbursement basis only, unless otherwise agreed to in writing by CVMC. Grantee may request reimbursement for Project costs paid through the Quarterly Invoicing and Reporting Process set forth in Section 2 below, provided that documentation of such costs in form reasonably acceptable to CVMC is submitted with the invoice. 2. Quarterly Invoicing and Reporting Process a. Payment requests may be submitted not more frequently than quarterly on the following schedule: i. 1st Quarter (January – March): by April 30 ii. 2nd Quarter (April – June): by July 31 iii. 3rd Quarter (July – September): by October 31. iv. 4th Quarter (October – December): by January 31 b. All payment requests must be submitted using a completed Payment Request form attached as Exhibit A - 1 that includes an itemized list of all expenditures proposed for reimbursement that identifies the corresponding budget category set forth in the Project Budget in Exhibit A or otherwise approved in writing by CVMC. c. Each payment request for reimbursement must also include proof of payment such as payroll records, receipts, paid invoices, canceled checks or other forms of documentation demonstrating payment has been made. d. In addition to the Payment Request, Grantee shall submit a brief narrative Project Status Report on Project activities and progress in the prior quarter. CVMC reserves the right to request additional information about the Project prior to processing the disbursement. e. Late Payment Requests will be accepted; however, processing may be delayed due to other regularly scheduled tasks required of CVMC related to state reporting and preparation for board meetings. f. Any Payment Request that is submitted without the required Project Status Report and required itemization and documentation, as determined reasonably by CVMC, will not be Item 1U-5 Page 4 authorized. If the payment request package is incomplete, inadequate or inaccurate, CVMC will inform the Grantee and hold the Payment request until all required information is received or corrected. Any penalties imposed on the Grantee by a contractor, or other consequence, because of delays in payment will be paid by the Grantee and are not reimbursable under this Agreement. 3. Grant Funds in this award have a limited period in which they must be expended. Grantee expenditures funded by CVMC must occur within the time frame of the Project Performance Period as indicated in this Agreement. 4. Except as otherwise provided herein, the Grantee shall expend Grant Funds in the manner described in Exhibit A approved by CVMC. The total dollars of a category in the Project Budget may be increased by up to ten percent (10%) through a reallocation of funds from another category, without approval by CVMC. However, the Grantee shall notify CVMC in writing when any such reallocation is made and shall identify both the item(s) being increased and those being decreased. Any cumulative increase or decrease of more than ten percent (10%) from the original budget in the amount of a category must be approved by CVMC. In any event, the total amount of the Grant Funds may not be increased. D. Project Administration 1. Grantee shall promptly provide Project reports, photographs or other documentation upon request by CVMC. In any event Grantee shall provide CVMC with a report showing total final Project expenditures with the final payment request and required closeout documents. 2. Grantee shall make any studies, reports or other work product developed as part of the Project available for inspection upon request by CVMC at any time. 3. Grantee shall submit all documentation for Project completion, including a notice of completion as applicable and final reimbursement within ninety (90) days of Project completion, but in no event any later than June 30, 2024. 4. Final payment is contingent upon CVMC review of the Project and any related work product and CVMC’s determination that the Project is consistent with Project Scope as described in Exhibit A, together with any CVMC approved amendments. 5. This Agreement may be amended by mutual agreement in writing between Grantee and CVMC. Any request by the Grantee for amendments must be in writing stating the amendment request and reason for the request. The Grantee shall make requests in a timely manner and in no event less than sixty (60) days before the effective date of the proposed amendment. 6. Grantee must report to CVMC all sources of other funds for the Project. E. Project Termination 1. Prior to the completion of the Project, either party may terminate this Agreement by providing the other party with thirty (30) days’ written notice of such termination. CVMC may also terminate this Grant Agreement at any time if it learns of or otherwise discovers that there is a violation of any state or federal law or policy by Grantee which affects performance of this or any other grant agreement or contract entered into with CVMC. 2. If CVMC terminates without cause the Agreement prior to the end of the Project Performance Period, the Grantee shall take all reasonable measures to prevent further costs to CVMC under this Agreement. CVMC shall be responsible for any reasonable and non-cancelable obligations incurred by the Grantee in the performance of the Agreement Item 1U-6 Page 5 prior to the date of the notice to terminate, but only up to the undisbursed balance of funding authorized in this Agreement. 3. If the Grantee fails to complete the Project in accordance with this Agreement or fails to fulfill any other obligations of this Agreement prior to the termination date, the Grantee shall be liable for immediate repayment to CVMC of all amounts disbursed by CVMC under this Agreement, plus any further costs related to the Project. CVMC may, at its sole discretion, consider extenuating circumstances and not require repayment for work partially completed provided that CVMC determines it is in CVMC’s best interest to do so. This paragraph shall not be deemed to limit any other remedies available to CVMC for breach of this Agreement. 4. Failure by the Grantee to comply with the terms of this Agreement or any other Agreement between Grantee and CVMC may be cause for suspension of all obligations of CVMC hereunder. 5. At the discretion of CVMC, failure of the Grantee to comply with the terms of this Agreement shall not be cause for suspending all obligations of CVMC hereunder if, in the judgment of CVMC, such failure was due to no fault of the Grantee. F. Hold Harmless/Insurance 1. Grantee shall waive all claims and recourses against CVMC, including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this Agreement, except claims arising from the gross negligence or intentional misconduct of CVMC, its officers, agents and employees. 2. Grantee shall indemnify, hold harmless and defend CVMC, its officers, agents and employees in perpetuity against any and all claims, demands, damages, costs, expenses or liability costs arising out of the Project, including development, construction, operation or maintenance of the improvements and site described in the Project description which claims, demands or causes of action arise under Government Code Section 895.2 or otherwise, including but not limited to items to which the Grantee has certified, except for liability arising out of the gross negligence or willful misconduct of CVMC, its officers, agents or employees. 3. Grantee and CVMC agree that in the event of judgment entered against CVMC and Grantee because of the gross negligence or intentional misconduct of both CVMC and Grantee, their officers, agents or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment. 4. During the term of this Agreement, Grantee shall maintain, and require its contractors or subcontractors to maintain, insurance in accordance with State’s standard requirements, naming the CVMC and the State and their officers, agents and employees as additional insureds on their liability insurance for activities undertaken pursuant to this Agreement. Grantee shall provide State with certificates of coverage prior to commencing the Project. G. Financial Records 1. Grantee shall maintain satisfactory financial accounts, documents and records for the Project and make them available to CVMC for auditing at reasonable times. Grantee shall also retain such financial accounts, documents and records for a minimum of five (5) years after final payment and one (1) year following an audit. 2. Grantee agrees that during regular office hours, CVMC and its duly authorized representatives shall have the right to inspect and make copies of any books, records or reports of the Grantee Item 1U-7 Page 6 pertaining to this Agreement or matters related thereto. Grantee shall maintain and make available for inspection by CVMC accurate records of all of its costs, disbursements and receipts with respect to its activities under this Agreement. H. Grantee shall use applicable Generally Accepted Accounting Principles, unless otherwise agreed to by CVMC. Use of Work Product Grantee agrees that any reports, surveys and other work product developed as part of the Project are being created to achieve the public benefits and objectives of the Project and shall not be used for commercial purposes without the written permission of CVMC. I. Nondiscrimination The Grantee shall not discriminate against any person on the basis of sex, race, color, ancestry, religious creed, national origin, disability, sexual orientation, gender identity, age (over 40) or marital status in the implementation of the Project funded by this Agreement. J. Application Incorporation The Grant Guidelines and the Application and any subsequent changes or additions to the Application approved in writing by CVMC are hereby incorporated by reference into this Agreement as though set forth in full in this Agreement. K. Severability If any provision of this Agreement or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable. L. Waiver No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to, waiver of or excuse of any other, different or subsequent breach by either party. M. Assignment Except as expressly provided otherwise, this Agreement is not assignable by the Grantee either in whole or in part. N. Audit Requirements Projects are subject to audit by CVMC annually for five (5) years following the final payment of Grant Funds and may be subject to audits by other State agencies after that. The audit shall include all books, papers, accounts, documents, or other records of the Grantee, as they relate to the Project for which the Grant Funds were granted. If Grantee does not intend to retain Project records after five years, Grantee shall provide full copies of all Project records to CVMC prior to destroying any such records. Item 1U-8 Page 7 SPECIAL CONDITIONS 1. Grantee shall complete the Project in accordance with its proposal submitted to CVMC on March 15, 2023, on file with CVMC and hereby incorporated by reference, except to the extent modified by this Agreement or other writing executed by CVMC and Grantee. 2. Grantee shall make diligent efforts to secure funding for the construction of the park being designed through the Project and report on such efforts in each quarterly Project Status report. 3. Grantee’s use of funds for each of the three phases of the Project identified in the Budget is conditional on the completion of the prior phase; if a phase runs under budget, the balance may be applied to the next phase. Item 1U-9 Page 8 EXHIBIT A I. Project Scope As part of the City of Palm Desert’s regional park project, this grant will support the City’s development of conceptual designs and construction plans. Specifically, funding will support furthering the design process which includes garnering additional community input leading to the creation of final conceptual designs. Conceptual designs will incorporate nature-based solutions elements such as natural features and passive recreation facilities that promote multi-modal access and greenhouse gas reduction. After conceptual designs are finalized, funding will support the preparation of construction documents and specifications which will be used to begin the bidding process. Total cost of the Project is $627,425.00, with up to $300,000.00 awarded from the Conservancy. The City will use in-kind contributions to fund the difference, and the City has agreed to comply with all programmatic requirements of the CRCA. The Project is scheduled to last nine months. II. Project Schedule Item 1U-10 Page 9 III. Project Budget Budget Item Description Maximum Amount 1 Preliminary Conceptual Design $ up to 74,745.00 2 Final Conceptual Design $ up to 170,330.00 3 Pans and Bid Documents $ 54,925.00 Award Amount $ 300,000.00 Item 1U-11 Page 10 EXHIBIT A-1 Payment Request Form (GRANTEE LETTERHEAD) REQUEST FOR DISBURSEMENT OF CRCA GRANT FUNDS Grant Number: 38500000CRCAX X X X _______ _ Project Name: ______________________________ Grantee: ______________________________ ____ The undersigned, duly authorized representative of ________________________, hereby requests that the Coachella Valley Mountains Conservancy disburse the sum of $_______________________________ per the above-referenced CRCA grant agreement to __________________________________________________ at the following address: SEND CHECK DIRECTLY TO: ___________________________ ___________________________ ___________________________ For payment of the following budget categories: Description of Budgeted Item Total Costs per Budget Invoice #________ for Current Disbursement Total of Previous Invoices Remaining Budget Balance Total Grant Costs $0.00 Date: ____________________ Signature of authorized representative If you have any questions with respect to this request, please contact _________ at (760) XXX-XXXX. Attached is a copy of the documentation of the above costs. Item 1U-12 North Sphere Regional Park Funding Opportunity for Coachella Valley Mountains Conservancy Climate Resilience and Community Access (CRCA) Grant March 17, 2023Prepared by: The City of Palm Desert Public Works Department Item 1U-13 TABLE OF CONTENTS 1. PROJECT DESCRIPTION ...................................3 2. PROJECT LOCATION ........................................3 3. SCHEDULE ......................................................4 4. METRICS ........................................................4 5. BUDGET AND COST EFFECTIVENESS ................5 6. ORGANIZATIONAL CAPACITY ...........................6 7. BENEFITS TO UNDERSERVED COMMUNITIES ....6 8. ENVIRONMENTAL REVIEW ...............................7 10. PROJECT SUPPORT ........................................7 11. RESPONSE TO EVALUATION CRITERIA ............8 11.a Objectives .............................................................................................8 11.b Technical Effectiveness and Innovation .................................................9 11.c Cost Effectiveness ..................................................................................9 11.d Leveraged Financial Support ...............................................................10 11.e Collaboration ......................................................................................10 11.f Grantee Capacity ..................................................................................10 11.g Local Economic Benefits ......................................................................11 11.h Public and Community Support .........................................................11 11.i Consistency with Established Local Plans.............................................12 12. ATTACHMENTS ............................................13 Applicant: City of Palm Desert Project: North Sphere Regional Park Contact Name: Shawn Muir, Community Services Manager Address:73510 Fred Warning Drive Palm Desert, CA 92260 Website:www.palmdesert.gov phone: (760) 776-6481 Email Address:smuir@palmdesert.gov Item 1U-14 3North Sphere Regional Park Climate Resilience and Community Access Grant Program 1. Project Description The North Sphere Regional Park is envisioned by the Palm Desert community as a 27-acre regional park with passive recreation facilities. The City of Palm Desert (City) is leading the public engagement efforts to identify the public needs and desired park features to turn this vacant site into a public park that serves all members of the community. With a Climate Resilience and Community Access (CRCA) grant, the City will be able to identify Nature-Based Solutions (NBS) that support climate resiliency and create access to recreational and educational opportunities for Coachella Valley residents and visitors. The City of Palm Desert proposes to work with the Coachella Valley Mountain Conservancy (CVMC) and project partners to develop conceptual designs for the North Sphere Regional Park (NSRP) that incorporate the CRCA grant program objectives and community input. After the conceptual designs are finalized, a project design team will prepare plans and specifications for the next phase to develop the park. The framework for a potential conceptual design is shown above and is included in Attachment #1. 2. Project Location The North Sphere Regional Park is situated in northern Palm Desert in the Coachella Valley. The site is owned by the City and is located between Dinah Shore Drive and Interstate 10, just north of Gerald Ford Drive. A larger map of the project location is included in Attachment #2. The project is not located in a conservation area as delineated by the Coachella Valley Multiple Species Habitat Conservation Plan (CVMSHCP), however the project is located within the general boundaries of the CVMSHCP. Item 1U-15 4North Sphere Regional Park Climate Resilience and Community Access Grant Program 3. Schedule The City is ready to begin work on grant upon award. After the grant award, the City will hold a kick-off meeting with CVMC and the design team to initiate the design work in accordance with the grant objectives. The conceptual design is anticipated to be complete by October 2023. Plans and bid documents will then be prepared with a target completion date by the end of 2023. See Attachment #3 for a detailed schedule. Project Schedule Task Start Date End Date Grant Administration April 2023 April 2024 Conceptual Design June 2023 September 2023 Plans & Specifications October 2023 December 2023 4. Metrics The project metrics have been developed based on the desired outcomes, milestones, and grant reporting requirements of the CVMC. Project Metrics Task Outcomes Milestone Reporting Metric Agency Coordination 2 meetings with CVMC, City & design team Kick-off meeting (Spring 2023) Conceptual Design meeting (Fall 2023) Meeting summaries, quarterly reports, and invoices Conceptual Design A minimum of 1 public meeting to present Conceptual Design Conceptual Design that incorporates the CRCA grant objectives & community needs Draft Conceptual Plan (Summer 2023) Final Conceptual Plan (Fall 2023) Meeting summary Status of the Conceptual Design Phases Plans and Bid Document Bid Document for park development Bid Document complete (December 2023) Status of Plans/Bid Document Project Scope Agency Coordination – The City will coordinate with the CVMC to develop the conceptual design based on grant objectives and community engagement. The project team will hold a kick- off meeting with CVMC to introduce the project, refine outreach strategies, and help identify site characteristics and desired park features. These efforts will build off of recent public engagement. Item 1U-16 5North Sphere Regional Park Climate Resilience and Community Access Grant Program Conceptual Design Phase - The project team will work closely to develop the conceptual plans that identify the characteristics of the site and features to promote climate resiliency and community access. The objective of the conceptual plan will be to provide layout strategies to- scale on a surveyed base, identifying the final programming and uses of the future park, and finalizing the areas and inter-relationships of uses and features to be included. Plans and Bid Document Phases: Schematic Design Phase (30% design) – Based on the approvals and directives of the Conceptual Design, the project team will further develop the design to meet the criteria. This Phase will include an Engineers Estimate of Probable Cost to the proposed plan’s cost against the expressed estimated construction budget. Design Development Phase (70% design) – This phase will be based on the Schematic Design Phase and will serve to memorialize consistency with the design intent. Biddable Document Preparation Phase (100% design) – To provide documents for the bidding process, this phase delivers construction plans, construction details, and specifications. 5. Budget and Cost Effectiveness Project Budget The City requests a CRCA grant in the amount of $400,000.00 to be used for the design phase of the NSRP. The total estimated cost for this phase is $627,425.00. The CRCA grant request represents 36.25% of the total cost. A detailed project budget is included in Attachment #4. Project Budget Funding Grant Admin. Agency Coordination Conceptual Design Plans & Bid Documents Total CRCA Grant Request $0 $12,853 $157,497 $229,650 $400,000 Local Match $5,000 $7,146 $87,578 $127,700 $227,425 Total Funding $5,000 $20,000 $245,075 $357,350 $627,425 Local Funding The source of local funds for the project include the following: (1) the City's Parks & Recreation Facilities Fund, collected from residential developments and restricted for expenditures related to park development, maintenance, and equipment; and (2) the City's Capital Bond Fund, from proceeds of bond funds for capital related properties, used to account for the construction of public facilities. Cost Effectiveness Since the City Parks and Recreation Department generally focuses on recreation programming and park management, working with a consultant to prepare the conceptual design, plans, and bid documents is a cost-effective way for the City to maintain a high-level of service for the community while still planning for future park and recreation needs. The City evaluated proposals Item 1U-17 6North Sphere Regional Park Climate Resilience and Community Access Grant Program of consultants for park design services and selected a consultant based on their ability to meet the City needs, experience, level of service, and cultural and community sensitivity in their design and public engagement work. 6. Organizational Capacity The City is ready to commence the work upon the grant award and execution of a grant agreement. The City Manager is committed to ensuring that City staff have the resources to implement and manage the grant. City staff involved in the administration of the grant include: Randy Chavez, Deputy Director of Public Works; Shawn Muir, Community Service Manager; and Joe Barron, Senior Contracts and Grants Analyst. Resumes of lead City staff are included in Attachment #5. Consulting services will be provided by Interwest, along with its sister company, Calvin, Giordano & Associates, Inc. (CGA), a landscape architecture firm. Interwest is a multidisciplinary firm that serves municipalities throughout California in planning, public works, parks, and building and safety. Project examples from the consultant are included in Attachment #7. This team brings a depth of experience in developing parks at regional, community and neighborhood scales - all on the foundation of strong public engagement and outreach. Resumes from the consultant team leads and select key personnel are included in Attachment #6. 7. Benefits to Underserved Communities The North Sphere Regional Park is envisioned to serve all residents of the Coachella Valley region. Designing the park with climate resiliency and community access features would benefit the greater Palm Desert community, inclusive of disadvantaged communities in the region. The community of Indio, located approximately 10 miles southeast of the site along Interstate 10, has a Census Tract (Tract 3.03) with a population of 3,035 that is identified by the California Environmental Protection Agency's CalEnviroScreen 3.0 tool as one of the top 10% of Census Tracts in the State burdened by pollution. (See Attachment #8 for CalEnviroScreen 3.0 map.) The NSRP site is located in proximity to California State University San Bernardino (CSUSB) Palm Desert campus. Bicycle lanes exist on roadways between the college campus and the park, a distance of approximately 1 mile. Bus stops next to the campus on Cook Street are served by fixed-route local and commuter service, providing equitable park access opportunities. Sunline Transit Agency's Commuter Link Route 10 provides direct access to and from Indio's disadvantaged community to this stop. Mural in Indio that reflects the community's rich heritage and depicts its past, present, and bright future. Item 1U-18 7North Sphere Regional Park Climate Resilience and Community Access Grant Program 8. Environmental Review The site is identified as open space in the City of Palm Desert’s General Plan, adopted in 2016. Pursuant to California Environmental Quality Act (CEQA), an Environmental Impact Report for the City of Palm Desert General Plan Update was certified on November 10, 2016. A Notice of Determination was filed on November 18, 2016. Documentation is available online at: https:// ceqanet.opr.ca.gov/2015081020/4. A Mitigated Negative Declaration has been completed for the Millennium Palm Desert Specific Plan, of which the proposed park is a component. CRCA grant funds would be used to exceed the minimum mitigation requirements. The plan is available online at: https://www.palmdesert.gov/ departments/planning/zoning (see pages 39-40 for a discussion on the goal and policies of the plan's biological resources element and identification of program elements in accordance with the CVMSHCP). The conceptual design phase of the project will serve as the basis to define and perform any added CEQA compliance needs and processes. 9. Project Sustainability To sustain the future of the project, the City will continue to evaluate funding opportunities to develop the park. In coordination with the CVMC, the project team will identify design features that can position the City to apply for competitive grants. By aligning the design of the park with potential grant initiatives, the City will be well-positioned to apply for future grants for construction and park programming. 10. Project Support Public engagement and community support for the North Sphere Regional Park date back to planning efforts from 2013 when the NSRP was identified as a priority in the City's 2013-2033 Strategic Plan: Envision Palm Desert - Forward Together. This plan was the result of outreach efforts that engaged over 100 community members representing diverse interests, backgrounds, and viewpoints. These stakeholders shared their knowledge, experience, and insight to help produce a community-wide vision for the next two decades. Most recently, the City held a public open house in December 2022 to help plan new parks in North Palm Desert. Over 50 residents attended the event and provided feedback on the project. In January 2023, the City hosted a second open house to hear ideas for the parks. To carry out the City's parks and recreation goals, the City collaborates with other agencies and non-profit organizations to plan and implement park services, programs, and improvements. A CRCA grant for the NSRP has garnered support from the Desert Recreation District, the Family YMCA of the Desert, and the Friends of the Desert Mountains. Letters of Support are included in Attachment #10. Item 1U-19 8North Sphere Regional Park Climate Resilience and Community Access Grant Program 11. Response to Evaluation Criteria 11.a Objectives The project aligns with the CVMC Strategic Plan for Use of State of California General Funds for the CRCA Grant Program by creating a park design and implementation strategy that incorporates the objectives below. People and Communities Wildlife and Ecosystems Land Use and Management Community Access • Create a design that minimizes noise and visual impacts from the adjacent interstate and railroad tracks. • Create a design that enhances the sites natural ecosystem. • Identify design features to support wildlife habitats. • Explore opportunities for planting milkweed to help monarch butterflies and other pollinators as part of the City of Palm Desert National Wildlife Federations Mayors’ Monarch Pledge. • Include accessible design features that support park access for all people, including people with disabilities and members of underserved communities. • Identify elements to enhance park access that support Greenhouse Gas Reduction (GHG) strategies (such as features to enhance biking, walking, transit access). • Explore design elements that take into consideration the cultural and historical significance of Coachella Valley. • Develop Nature-Based Solutions for the site’s stormwater retention (i.e. rain garden). • Incorporate park features desired by the community • Include design features and plantings that support climate resiliency. • Incorporate public education features. • Explore opportunities to protect habitat areas and incorporate educational design features. • Develop a sustainable solution for the site's stormwater retention. • Identify potential partnerships for conservation and management of the natural environment. Item 1U-20 9North Sphere Regional Park Climate Resilience and Community Access Grant Program 11.b Technical Effectiveness and Innovation The City proposes to use Nature-Based Solutions (NBS) for the design of the site's stormwater system. This strategy promotes using sustainable planning, design, environmental management and engineering practices to weave natural features or processes into the built environment to promote adaptation and resilience. The stormwater management needs for the site provide an opportunity to use a collaborative approach to the project design to create multi-functional infrastructure. The City will identify features to enhance community access strategies that reduce GHG emissions and promote park access. The park will be designed to optimize bicycle and pedestrian access from the surrounding community, including access from transit stops. Options for bike racks will be provided and wayfinding signage locations will be identified to inform public access and encourage bicycle access to the park. Once the park is open, the City's Biking Map will be updated with the park location. Park elements will be designed with ADA (Americans with Disabilities Act) guidelines to ensure that people with disabilities can enjoy outdoor recreation. This includes accessible parking spaces, routes, restroom facilities, and seating areas to meet the needs of individuals with disabilities. Specific sustainable design features will be identified that promote climate resiliency. The design will feature shade elements to help reduce heat exposure, thus providing a cooler and more comfortable environment for park visitors. Innovative design materials, such as paving options that use climate change mixes to reduce temperatures, may be used. The plans will identify plant species that incorporate climate resilient landscaping to help reduce water usage and promote resiliency during extreme weather and lack of rainfall. Options for the use of solar energy and electric vehicle charging will be identified. The City is ready to proceed with the implementation of the grant upon award. The design team brings an interdisciplinary approach that uses the latest in advanced computer-assisted software technologies such as Advanced Interconnected Pond Routing (ADICPR), Hydraflow, Cascade and other state of the art computer programs. 11.c Cost Effectiveness Projects designed with NBS can result in projects that deliver a broader range of economic, ecosystem services, and social benefits. Projects designed with NBS are also cost-effective as they often come at a lower cost than traditional infrastructure. The Federal Emergency Management Agency (FEMA)'s Building Community Resilience with Nature-Based Solutions: A Guide for Local Officials (NBS Guide) describes how NBS offer long-term environmental, economic, and social advantages that improve a community’s quality of life and make it more attractive to new residents and businesses. According to FEMA's guide, using NBS can reduce the need for expensive below-ground infrastructure, reduce material costs, and require less land disturbance. This can help reduce the cost for park development. Item 1U-21 10North Sphere Regional Park Climate Resilience and Community Access Grant Program 11.d Leveraged Financial Support The project leverages local funds to deliver the design phase for the NSRP. This funding comes from local funds from City developer fees and capital bonds. . 11.e Collaboration The City collaborates with public and private partners for park development and implementation of programs and services. The Desert Recreation District preforms park maintenance and manages day-to-day operations, such as opening facilities for the public. The City also partners with the Family YMCA of the Desert to provide recreational programs. In 2021, the City took the Mayor’s Monarch Pledge from the National Wildlife Foundation; and it renewed its pledge in 2022. The pledge supports a collaborative effort between the City, the Living Desert Zoo and Gardens, and the University of California Riverside Palm Desert Campus to create awareness and appreciation for monarch butterfly habitats. The project team will collaborate with local agency partners to identify nature-based solutions and climate resilience features, consistent with local plans and polices. The design will align with Coachella Valley Water District's Landscaping and Irrigation Design Criteria to improve outdoor water efficiency and reduce water demand. Public education outreach strategies and collaborative efforts to make the public aware of critical water quality issues will be identified. Potential partnerships with the California Conservation Corps (CCC) will be explored for the next phase of the park. This could include a partnership with the CCC for labor elements as part of the site preparation and any conservation work. The City will work with CVMC and the design team to identify potential project components that could be completed the CCC. 11.f Grantee Capacity The City has the capacity to administer grants as demonstrated through successful grant administration of park grants such as a Proposition 68 Per Capita Program grant and a Greater Palm Springs Tourism grant. The project team has the technical capacity to deliver a park design that meets the grant objectives and takes a comprehensive approach that optimizes opportunities for future funding. For example, the consultant delivered the Enchanted Hills Park Master Plan for the City of Perris, which received an $8.5 million Statewide Park Program grant to construct the park in 2020. The consultant has experience delivering a multidisciplinary services for over 300 agencies. Its team consists of experts in planning, landscape design, stormwater management, geotechnical engineering, environmental studies, biological assessments, land surveying, traffic engineering, and permitting. See Attachments #5 & #6 for a list of similar projects and resumes. The Project will leverage Conservancy funds from the design phase by identifying the CRCA grant as part of the total project cost for future grant opportunities, where allowed by a grant program. Item 1U-22 11North Sphere Regional Park Climate Resilience and Community Access Grant Program 11.g Local Economic Benefits In addition to the benefits for disadvantaged communities as described in Section 7, the site was evaluated for access to parks using California State Parks Community FactFinder tool. This tool is used to evaluate the demographic and park statistics within a 1/2-mile buffer around a pinpoint placed on the park site. The Community FactFinder Report shows that the park site includes an area with zero park acres per 1,000 residents (see Attachment #9). A park at this location would advance the goals of the Statewide Comprehensive Outdoor Recreation Plan (SCORP) to improve the number of parks per acre for community members. The park is envisioned to offer passive recreation opportunities and will be free for the public to enter, providing equitable park opportunities for all community members. Palm Desert's parks are well known in the region and are frequented by people from around the Coachella Valley. Careful consideration of community access elements will ensure that disadvantaged community members have equitable access. 11.h Public and Community Support The City models its public engagement efforts after the Institute for Local Government TIERS Public Engagement Framework. The TIERS Framework, developed in coordination with local elected officials and staff across California, consists of five pillars for successful community engagement: Think, Initiate, Engage, Review and Shift. Through this approach, the City has identified public engagement strategies that leverage both in-person and digital efforts to optimize community involvement. On Saturday, December 3, 2022 the City invited the north Palm Desert community for an open house to help plan new parks in the area. The City’s consultant, Interwest, led the event to listen to community input and answer questions. Technical experts were ready, including a traffic planner, landscape architects, and designers. Over 50 residents attended the event and provided feedback on the project. On Saturday, January 14, 2023 the City hosted the second open house to hear the community’s ideas for two new parks in north Palm Desert. Interwest also led this event. KESQ aired a According to FEMA's NBS Guide, local economic benefits of nature-based solutions include: Increased property values: If a property is near a park or has more landscaping, it generally has a higher value. Improved property tax base: In high-growth areas, nature-based features translate into a higher property tax base. In low-growth communities, nature-based solutions can stabilize property values in areas with high vacancies. Green jobs: Green stormwater infrastructure creates new job opportunities in sectors like landscape design, paving, and construction. It also opens new job opportunities in emerging industries. Item 1U-23 12North Sphere Regional Park Climate Resilience and Community Access Grant Program news story the day before the event and was present to interview residents about their ideas for the parks. Technical experts were also present to answer questions and discuss the planning effort. Those who could not make the meetings could continue to provide input on Engage Palm Desert, a City online platform to keep residents informed and engaged in City projects. https://www.engagepalmdesert.com/planning-the- north-palm-desert-park The next steps for public engagement are to include a presentation to the Parks and Recreation Commission and prepare a preliminary analysis of public input that will be presented to the City Council. The Project has garnered support from the Desert Recreation District, the Family YMCA of the Desert, and the Friends of the Desert Mountains. Letters of Support are included in Attachment #10. 11.i Consistency with Established Local Plans The NSRP was initially contemplated to be a 27-acre park that was included in the Millennium Palm Desert Specific Plan to provide residents with outdoor recreational opportunities. The need for a regional park in this area is designated by the City of Palm Desert General Plan. The NSRP is consistent with the City's Strategic Plan: Envision Palm Desert- Forward Together as follows: Parks & Recreation – Priority 1: “Prepare for the financial requirements of maintaining existing parks to the highest level of service. Planning efforts shall also address future costs of replacement and growth of the parks capital improvement fund.” Parks & Recreation – Priority 2: “Assure a continuing flow of innovative ideas by seeking creative partnerships, ensuring adequate staffing, and encouraging resident input.” Transportation – Priority 1: “Create walkable neighborhoods and areas within Palm Desert that would include residential; retail; services and employment centers; and parks, recreation and open space to reduce the use of low occupancy vehicles.” The project will include design features to promote climate resiliency and reduce greenhouse gas emissions, aligning with the California 2030 Natural and Working Lands Climate Change Implementation Plan that seeks to accelerate programs that provide long-term benefits. Interactive Feedback: The public can post ideas for the new park on Engage Palm Desert Item 1U-24 13North Sphere Regional Park Climate Resilience and Community Access Grant Program 12. Attachments 1. Conceptual Design Framework 2. Project Location Map 3. Project Schedule 4. Project Budget 5. City Staff Resumes 6. Consultant Resumes 7. Consultant Project Examples 8. CalEnviroScreen 9. FactFinder Report 10. Letters of Support Item 1U-25 14North Sphere Regional Park Climate Resilience and Community Access Grant Program 1. Conceptual Design Framework Item 1U-26 Item 1U-27 15North Sphere Regional Park Climate Resilience and Community Access Grant Program 2. Project Location Map Item 1U-28 Project LocaƟon Map The North Sphere Regional Park is situated in northern Palm Desert in the Coachella Valley. The site is located between Dinah Shore Drive and Interstate 10, just north of Gerald Ford Drive. North Sphere Regional Park  Item 1U-29 16North Sphere Regional Park Climate Resilience and Community Access Grant Program 3. Project Schedule Item 1U-30 Project: North Sphere Regional ParkGrantee: City of Palm DesertGrant Program: Climate Resilience and Community Access (CRCA)AMJ J ASOND J FMAMJProject Schedule Task TitleFY 2023/24FY 22/23   2.1 Preliminary Conceptual Design01. Grant Administration   0 1.1 Grant Reports & Invoicing1. Agency Coordination   1.1 Meetings, Review of Conceptual 2. Conceptual Design   2.2 Final Conceptual Design3. Plans & Specifications   3.1 Plans and Bid DocumentsItem 1U-31 17North Sphere Regional Park Climate Resilience and Community Access Grant Program 4. Project Budget Item 1U-32 Project: North Sphere Regional Park Grantee: City of Palm Desert Grant Program: Climate Resilience and Community Access (CRCA) Granting Agency: Coachella Valley Mountains Conservancy $0 $5,000 $5,000 City Invoices, Reports $12,853 $7,147 $20,000 City, CVMC Meeting Summaries, Design Comments $48,035 $26,710 $74,745 Consultant Preliminary Concept Design $109,462 $60,868 $170,330 Consultant Final Conceptual Design $229,650 $127,700 $357,350 Consultant Plans & Specifications for Park Development $400,000 $227,425 $627,425 36.25% Match Deliverable(s)Responsible Party Project Budget 3. Plans & Specifications Total 2.1 Preliminary Conceptual Design 2.2 Final Conceptual Design 2. Conceptual Design 3.1 Plans and Bid Documents 1. Agency Coordination 01. Grant Administration Tasks Grant Amount Requested Local Match Total Cost 01.1 Grant Reports & Invoicing 1.2 Meetings, Review of Conceptual Design Item 1U-33 18North Sphere Regional Park Climate Resilience and Community Access Grant Program 5. City Staff Resumes Item 1U-34 City of Palm Desert Education 760-776-6462 Phone rchavez@palmdesert.gov Email 73-510 Fred Waring Drive Palm Desert, CA 92260 Address Randy Chavez D e p u t y D i r e c t o r o f P u b l i c W o r k s Public Works Department Experience Assist Department Head with departmental management activities including program analysis, planning, implementation, and coordination responsibilities. Exercise direct supervision over professional, technical clerical staff. Assist in planning, directing, supervising, and coordinating departmental operations; assign work activities, projects and programs; monitor workflow; review and evaluate work products, methods and procedures. Assist with the preparation of operating and capital improvement budgets and control of expenditures, including the preparation of long-term maintenance management models. Responsible for developing and implementing the City’s Landscape Services Division’s goals, budget, 5-Year CIP forecast, objectives, and maintenance programs. Managed landscape and CIP contracts for City parks, Landscape and Lighting Districts, medians and parkways, Facilities, Palm Desert Housing Authority, and Desert Willow Golf Resort CIP and procurement contracts. Managed park facility contracts; plumbing, electrical, booster pumps, and pest control. Served as the City’s Urban Forester and manage the City’s 15,000 hardwood and palm trees and related Arboriculture Services contract. Trained and mentored City field staff utilizing the “Greenbook” Standard Specifications, education, and experience as a guide. Inspected Public Works projects and worked with partnering agencies as required (City, County, State). Inspected commercial and residential projects to ensure installations complied with the approved plans. Inspected City maintenance vendors to ensure they adhered to the contract specifications. Responded to wide range of emergencies and helped develop solutions to mitigate the emergency, protect the public and minimize inconveniences. Inspected playgrounds and made repairs as needed. Deputy Director of Public Works Landscape Supervisor Senior Landscape Inspector 2023 - Present 2014 - 2023 1996 - 2014 City of Palm Desert City of Palm Desert City of Palm Desert College of the Desert Landscape Irrigation Auditor Associate of Arts, Business Administration Project Management Problem solving and creative thinking Excellent Leadership Budgeting Program Development Expertise ISA Certified Arborist Licensed Pest Control Applicator Item 1U-35 City of Palm Desert Education 760-776-6481 Phone smuir@palmdesert.gov Email 73-510 Fred Waring Drive Palm Desert, CA 92260 Address Shawn Muir C o m m u n i t y S e r v i c e s M a n a g e r Public Works Department Community Services Division Experience Management of the City of Palm Desert’s Parks and Recreation, Landscaping and Facilities programs under the Community Services Division. Responsible for developing plans, issuing bid opportunities, and administering contracts for various projects and programs. Supervise Landscape Inspectors including budget management, goal setting, capital improvements, and maintenance programs. Serve as liaison to Parks & Recreation Commission, ensuring community needs are met and parks are maintained at a high level. Responsible for supervising Facilities staff and overseeing the completion of capital projects and regular maintenance to keep City-owned buildings operating efficiently. In a Director-level position, oversaw operation of the Twenty-Nine Palms Tribal Environmental Protection Agency, Tribal Historic Preservation Office, and grant-funded programs such as the Tribal Government Administration Office and Tribal Public Safety Department. Direct supervision of program managers and administration and management for all Tribal grant funds. Executed the essential duties of the Twenty-Nine Palms Tribal EPA by designing and implementing programs which protect Tribal environmental resources. Advised the Tribal Council on environmental issues. Ensured grant workplans were executed efficiently. In a government-funded invasive species program, responsible for monitoring and maintaining detection systems for target exotic insect pests to fruit-bearing trees in the Coachella Valley. Worked independently to properly deploy traps at calculated intervals, relocating as needed to efficiently monitor the area for target insects. Accurately identified target insects. Responsible for government vehicle operation and maintenance. Community Services Manager Director of Tribal Programs Agricultural Aide 2021 - Present 2010 - 2021 2009 - 2010 City of Palm Desert Twenty-Nine Palms Band of Mission Indians California Department of Food and Agriculture College of the Desert University of California, Riverside Associate of Arts, Liberal Arts Bachelor of Science, Biology 2007 2009 Project Management Aquatics Center Operations Contracts Grants Recreational Programs Expertise Item 1U-36 City of Palm Desert Education 760-776-6491 Phone jbarron@palmdesert.gov Email 73-510 Fred Waring Drive Palm Desert, CA 92260 Address Joe Barron S e n i o r C o n t r a c t s a n d G r a n t s A n a l y s t Finance Department Experience Evaluate professional service consultant proposals and provide guidance to department staff on contractual matters. Administer The Community Development Block Grant funding and monitor grants to ensure compliance and required reporting are met. Conduct grant development process including writing, preparing applications, and prioritizing projects based on national and local priorities. Analyze, prepare, and create related program budgets. Track and reconcile grant expenditures. Provide technical assistance to grant subrecipients. Review and assess contractual insurance requirements. Served as Grant Administrator of two federally funded countywide grant programs – State Homeland Security and Emergency Management Grant Program. Conducted grant development process including writing and preparing applications and prioritizing projects based on national and local priorities. Ensured the assigned programs meet laws, regulations, and policies related to grant management operations and applying or implementing rules, regulations, and policies in administering Federal grants. Collaborated with stakeholders to develop long-term goals, strategies and objectives which best serve the residents of County of Riverside. Provided, reviewed, and approved of fiscal language related to service contracts in efforts to ensure the contract’s validity, and reduce the County's exposure to risk and liability. Reconciled and solved complicated discrepancies. Approved contract payments ensuring all contract stipulations are adhered to. Created, analyzed, reconciled, and provided recommendations of operating budgets based on trends and needs. Managed 19 accounts and $13M in annual expenditures. Requested appropriation transfers when necessary. Synthesized and provided complicated reports of expenditures and budgets to executive management. Senior Contracts and Grants Analyst Administrative Services Analyst II Accounting Assistant / Technician I, II 2022 - Present 2019 - 2022 2018- 2019 City of Palm Desert Riverside County Emergency Management Department Riverside County Emergency Management Department Riverside Community College Operational Area Planning Committee Business Administration concentration in accounting Contract Monitoring Supervision Project Management Budgeting Human Resources Expertise Riverside County Emergency Manager's Association National Grants Management Assn. 2013 - 2018 Item 1U-37 19North Sphere Regional Park Climate Resilience and Community Access Grant Program 6. Consultant Resumes Item 1U-38 TEAM LEADERSHIP The IW + CGA Team will be led by two key individuals, each uniquely situated to provide the City of Palm Desert with the needs for this project:. Gianno’s role as Project Manager/Lead Design Manager will be to set the tone for the project, deliver and moderate public outreach, and conceptualize and guide staff in the preparation of a design solution. His leadership in project excellence and in devising implementable design solutions have earned several distinguished, professional design awards. Some distinguishing qualities he offers includes: •Over 20 years of experience in projects that bridge visioning, planning, and site improvements scales •Over 24 passive and active constructed parks at varying sizes. •Experience includes creative design strategies for urban environments, master planning, community participation and graphic communication •Experience has encompassed a wide array of project-types, and strengths lie in connectivity plans, streetscapes and urban interventions, park design, and form-based urban design. Joe’s role as Principal-in-Charge will infiltrate all aspects of all project development with a driving force to ensure that the goals and objectives for the projects meet the expectations of the City, residents, and the overall affecting community and are supported by all the necessary in-house resources of the SAFEbuilt organization. Some distinguishing qualities he offers includes: •More than 35 years of civil engineering experience, including 30 years of service with municipal agencies. •Diverse experience allows him to bring a clear understanding and considerable depth to any project. •Possesses excellent communication skills, providing high level customer service in a professional manner at all times. •Experience with ‘Prop 68’ grant sourcing and funding GIANNO FEOLI, PROJECT MANAGER Lead Design Manager, Design Services Coordinator, Public Outreach Moderator/Coordinator JOE INDRAWAN, PRINCIPAL-IN-CHARGE Overall Project Supervision, Technical Resources Coordinator Item 1U-39 NAME TITLE Joe Indrawan, PE Principal-in-Charge / Civil Engineer Gianno Feoli Project Manager/Lead Design Manager/Public Outreach Lawrence “Larry” Morita, PLA Landscape Architect of Record Silvia Vargas, FAICP, LEED AP Principal Planner Dominic Mack, PLA Landscape Architect Richard Walker CEQA Compliance / Planning Jenna Martinetti, PE Civil Engineer Jorge Cervantes, PE Electrical Engineer Glen K. Lewis, PE Civil Engineer James Young Park, PE, QSD/P Civil Engineer Oscar D. Olmedo Senior Project Designer Craig Bradshaw, PE, PLSA Civil Engineer and Land Surveyor Nicole Jules, PE Traffic and Civil Engineer George Alvarez Traffic and Civil Engineer Jinpei Zhang, EE Electrical Engineer Ali Sadre, SE, CASp Senior Lead Structural Engineer Marcos Mendoza Landscape Design / Irrigation Jonathan C. Jones Landscape Plan Reviewer Kevin Ko, PE, QSD, PMP Civil Engineer Tyrone J. Chesanek, PE Construction Manager Michael Conner, PLA, ISA Landscape Architect, ISA-Certified Arborist Vickki Placide-Pickard Planning Administrator/Grant(s) Grace Alvarez Planning and Programming Manager/Grants(s) Lee Rowbotham Senior CAD Technician Katharine Kupsky Senior CAD Technician Bob Kelsoe, PLS Surveyor - Kelsoe & Associates, Inc. Andy Schmidt Project Surveyor - Kelsoe & Associates, Inc. Daniel Rivera Project Surveyor - Kelsoe & Associates, Inc. KEY PERSONNEL IW+CGA NSRP Design Team has 25 key personnel internally, plus subconsultants, to support the project. Michael Putt, PG, CEG Principal Geologist - Ninyo & Moore Daniel Chu, PhD, PE, GE Chief Geotechnical Engineer - Ninyo & Moore Rafael Chaves, PE Stormwater and Drainage Lead - Kimley-Horn Tim Chan, PE Traffic Studies lead - Kimley-Horn Ace Malisos Environmental Technical Studies Lead - Kimley-Horn Bradford L. Boyes, QEP Principal Engineer - Air Quality Study - Yorke Engineering, LLC Julie A. Mitchell Principal Scientist - Air Quality Study - Yorke Engineering, LLC William Mark Hagan Biologist - Private Consultant Fabianne Arias Lead Cost Estimator - RIB U.S.Cost Marcelo Salzar Senior Cost Estimator - RIB U.S.Cost Item 1U-40 YEARS WITH THE FIRM 10 YEARS OF EXPERIENCE 35+ EDUCATION M.S., Civil Engineering, Rice University B.S., Civil Engineering, University of Indonesia Fundamentals of Personnel Laws for Managers and Supervisors Funding Public Works Programs Contract Administration & Change Orders Core Curriculum CEQA/California Land-Use & Planning Law Advanced Subdivision Map Act CERTIFICATIONS AND LICENSES CA Registered Professional Civil Engineer No. 44779 Mr. Indrawan has more than 35 years of civil engineering experience, including 30 years of service with municipal agencies. His diverse experience allows him to bring a clear understanding and considerable depth to any project, contributing to the successful delivery of all projects. Joe possesses excellent communication skills, providing high level customer service in a professional manner at all times. Joe is a strategic thinker and an innovative problem-solver, making him a strong asset to all projects. JOE INDRAWAN, PE Principal-in-Charge | Civil Engineer Land Development Projects Successfully trained and mentored a number of junior engineers to process and manage land development projects and perform plan check activitiesChino, CA Mill Creek Recreation Plan Represented Chino in partnership with the City of Ontario in the development of Mill Creek Recreation Plan - a regional storm water quality management plan for the New Model Colony and The Preserve Chino, CA Associate Civil Engineer Supervised City staff of engineers, technicians and inspectors. He managed major land development projects (i.e., residential, commercial and industrial), and oversaw plan check activities and collection of user and development impact fees Chino, CA Sub-Area IFacilitated a successful collaboration among several developers and agencies for the development of Sub-Area I - a nearly 10 million square-feet industrial complex, which included a $2M Kimball Avenue Street and Storm Drain projectChino, CA Associate Civil Engineer - Assistant Civil Engineer Managed entitlement projects and performed plan check activities for residential, commercial and industrial developments, including writing conditions of approval (COAs) and staff reports to the City Council Corona, CA Municipal Engineer - Interwest Consulting Group - 2012 - Present Joe acted as a contract City Engineer for the City of Eastvale, managing day-to-day operation of Public Works/Engineering staff, Land Development and Capital projects teams, preparing and managing operational and capital projects budgets, and handling general public complaints related to right-of- way and traffic issues Eastvale, CA Civil Engineering Manager, Land Development, CIPServed as Acting City Engineer in City Engineer’s absence. He managed Land Development, Capital Improvement, Transportation Planning, Permit, Development Review/Plan Check and Inspection Services and ensured that all functions complied with Federal, State and Municipal standards and regulations Chino, CA Planning and DevelopmentSuccessfully managed the planning and development of the first phases of The Preserve and College Park Specific Plans, including Chaffey College and Ayala Park Expansion Chino, CA CIP ProjectsEffectively oversaw the construction of $10M storm drain and street widening projects, $5M nitrate treatment plant, $4M waterline, and other CIP projects Chino, CA RELEVANT EXPERIENCE Item 1U-41 YEARS WITH THE FIRM 19 YEARS OF EXPERIENCE 23 EDUCATION Master of Landscape Architecture Florida International University (FIU) School of Architecture Miami, Florida B.A., Architectural Studies Florida International University (FIU) School of Architecture Miami, Florida PROFESSIONAL ASSOCIATIONS American Society of Landscape Architects The Underline - Design Advisory Committee Co-Chair Mr. Feoli leads the Landscape Department in creative design strategies for urban environments with specialties including urban design, contextual analysis, and branding. He has experience in coordinating design implementation within built-out urban environments, public outreach, and report preparation, where he will lead the effort in the creation of a graphically-rich, easily legible report. His experience has encompassed a wide array of project-types, and his strengths lie in client responsiveness, project organization, public outreach, connectivity plans, streetscapes and urban interventions, park design, and form-based urban designs and planning strategies. GIANNO FEOLI, ASLA Director, Landscape Urbanism and Design Rolling Oaks Park Passive park design with trails and custom signage Miami Gardens, FL Dania Cove ParkWaterfront passive park with shoreline stabilization, lawn areas, boardwalk and educational signage Oakland Park, FL Harbor Isles Dog ParkDog park and bio-swale passive drainge elements North Bay Village, FL 530 Crandon Blvd Civic Park Passive park with custom artwork and specialty design treatmentsLocation Built & Urban Form Study Development standards study to promote redevelopment and public outreach Wilton Manors, FL City-wide Urban Forestry Master Plan Urban forestry master plan and inter- departmental implementation tool-kit Miami Beach, FL Gateway FeaturesEntry feature sculptural element design and permitting with FDOT-D6 Doral, FL Corridor Zoning & Redevelopment Study Form-based code zoning for redevelopment areas with a focus on embedding good design articulation requirements as an incentive-based program Doral, FL Doral Boulevard Beautification Master Plan Streetscape master plan and frontage zoning recommendations Doral, FL North Beach Oceanside Park30-acre beachfront park design Miami Beach, FL Lloyds Estate Resiliency Project Drainage improvements with environmental education componentsOakland Park, FL Middle Beach Recreational Corridor - PH 2 New 2-miles of multi-use trail on state- owned lands Miami Beach, FL Middle Beach Recreational Corridor - PH 3 Replacement of wooden boardwalk with a multi-use trail on state-owned lands Miami Beach, FL Oakland Park StationEvent plaza design in the Culinary DistrictOakland Park, FL 98th Street Park Community park with playgrounds, restrooms and synthetic turf areasBay Harbor Islands, FL 92nd Street Park Community park with flexible lawn, parking and a dog park Bay Harbor Islands, FL Beachwalk Master PlanMulti-use trail design on state-owned lands Surfside, FL RELEVANT EXPERIENCE Item 1U-42 YEARS WITH THE FIRM 1 YEARS OF EXPERIENCE 33+ EDUCATION California State University, Fullerton Chung-Ang University, Seoul Korea Storm Water Pollution Prevention (SWPPP) Training Courses Water Quality Management Plan (WQMP) Training Courses CERTIFICATIONS AND LICENSES Professional Engineer, R.C.E 54477 QSD/QSP Certificate-Cert. No. 01155 AutoCAD-2D James has over 33 years of diverse civil engineering and project management experience with public works and private land development projects for various Southern California Cities. JAMES YOUNG PARK, PE, QSD/P Civil Engineer Project Manager Completed projects in City Engineering for the general public as well as: •Plan check for private development project plans - grading, street,sewer, water, storm drain, Hydrology/ Hydraulics, LID and SWPPP and CIP project Contract City Engineer •Coordination with CALTRANS Dist 12 forFederal Aid projects•Placentia Avenue street reconstruction (STPL) estimated $1.2M •Safe Route to Schools program (SR25) 0.5 Mil •RFP for Golden Avenue BridgeReplacement project (BRL 5269) $3.8M•Chapman Ave Street Resurfacing Project •City Engineering for General Public •Contract Administration for CIP Projects •Plan Check for private development & project entitlement - subdivisionmaps, grading, street, sewer, water,storm drain and supporting documents including Hydrology/Hydraulics, WQMP, LID and SWPPP Placentia, CA Senior Engineer•Project management to provide PS&E for CIP project (Cities of Montebello, Bell Gardens and Lynwood Street rehabilitation projects) •Municipal Engineering services to prepare: MS4 Annual Report to WaterQuality Control Board, Trash TMDL certification process, NPDES IC/ID inspections (Baldwin Park, Bell Gardens and Montebellow), SSMP and WMP & CIMP meeting Civil Engineer Provides the design and construction of public works projects as a project manager as follows: coordination with Caltrans Districts 7 and 12 for Federal Aid project; proceed with RFP to select consulting engineers; recommend the selection of consulting engineers; design, and modified fees; administer the public bidding process; contract award; notice-to-proceed; performed road design tasks and solves roadway engineering problems; pre-construction meetings; mix design review; monitored construction schedules; handled material changes during the entire course of work; and maintained chain of command for change orders, public safety and traffic control for public works projectsCalifornia Senior Engineer/Project Manager As a senior project manager, has worked on may projects including:•Arrow Hwy and Fremont Ave StreetscapeImprovements Project, including street rehabilitation and storm drain - City of Montclair •Aldrich Hall multi-service access road improvement project - UCI•Four Fire Stations Precise Grading Plans- City of Compton •Redondo Beach Blvd Rehabilitation Project from Prairie St to Artesia Ave - City of Lawndale •Proposal for the various public worksprojects RELEVANT EXPERIENCE Item 1U-43 YEARS WITH THE FIRM 33 YEARS OF EXPERIENCE 38 EDUCATION B.S. Degree, Wildlife Management, Humboldt State University, 1984 A.S. Degree, General Science, Grossmonth Community College, 1980 PROFESSIONAL ASSOCIATIONS The Wildlife Society National Military Fish and Wildlife Association Desert Tortoise Preserve Committee Desert Tortoise Council American Birding Association Cornell Laboratory of Ornithology Mr. Hagan has over 38 years of experience as a wildlife biologist. His expertise consistent of environmental planning, cultural resources, Mojave ground squirrel studies, desert tortoise, migratory birds, and etc. WILLIAM MARK HAGAN Biologist - Technical Studies mammals, birds, and invertebrates. Many of these studies were landmark projects that others use as a model. He was responsible for the preparation of the Integrated Natural Resource Management Plan (INRMP) for the installation. This was the first plan developed by the military bases located in the west Mojave Desert. He played a leading role in the development of the Mojave Desert Ecosystem Initiative and the West Mojave Planning process and was awarded the Golden Hammer award by the Secretary of the Interior. He have extensive experience in written and oral presentation in a variety of formats. Accomplishment of this work required long range project planning, budget development, and contract management and oversight. He worked with many base organizations including, but not limited to Public Affairs, Staff Judge Advocate, Contracting, Mission Support Group Commander, Wing Commander, Civil Engineering, Services Outdoor Recreation, Golf Course, Pest Manager, and Financial Office. He chaired the Natural and Cultural Resource Subcommittee. He served as the base liaison with outside agencies to include, but not limited to the USFWS, CDFW, Bureau of Land Management, Los Angeles County Sanitation District, other military bases and departments, and local governments and nongovernmental organizations (NGO). He served as the functional specialist for the base contract for natural resources. In this position he showed that conservation of the resources is not mutually exclusive of the mission. Edwards Air Force Base Private Consultant Completed over 700 projects, most of the projects were for housing developments and schools in Palmdale, Lancaster, Acton, Rosamond, and California City. These biological assessments have been completed primarily to document the presence/absence of rare, threatened and endangered species. Primary species of concern are the desert tortoise and Mojave ground squirrel. He has conducted surveys for burrowing owls and migratory birds. He conducted field surveys for rare plants. Many of these studies have included native vegetation preservation plans required by the City of Palmdale. He completed Section 10 Permits for USFWS and Section 2081 and streambed agreement applications for the CDFW. He resolved problems with CDFW and the City of Palmdale and successfully completed biological responses to legal challenges brought by labor unions regarding the Kinkysharo project in Palmdale. Over 50 of these reports were used in the West Mojave Plan, a regional habitat conservation plan for rare, threatened and endangered species. CA Wildlife Biologist and Natural Resource Manager Edwards Air Force BaseDeveloped the natural resource program for the base. Major elements of the program included endangered species, education, research, pest management, hunting and fishing, outdoor recreation, and habitat management. Under his direction, the base completed intensive inventories for reptiles, RELEVANT EXPERIENCE Item 1U-44 20North Sphere Regional Park Climate Resilience and Community Access Grant Program 7. Consultant Project Examples Item 1U-45 Client City of Perris 101 N. D Street Perris, CA 92570 Contact Information at Time of Project: Sabrina Chavez Director of Community Services 951.943.6603 SChavez@cityofperris.org Project Date 2019 - Ongoing Services Provided Park Master Planning Firm Fee’s $ 488,565.00 Construction Cost $ 10.5 Million (Estimated) The proposed Project consists of an active sports park. While many natural features of the site would be retained, park development would include the introduction of hardscape and impermeable surfaces as well as turfed and landscaped areas. The park plan includes a multi-use field, child play area, toddler play area, restrooms, picnic shelters, hardscape, parking lots, bridges, trails, a basketball court, BMX course improvements, art rocks, a splash pad, a skating area, and a zip line. Additionally, the Project would retain and incorporate some of the existing site features, such as Owl Rock, and formalize the unofficial BMX course that exists on the site. There are three proposed entrances to the site; one at the intersection of Weston Road and Diana Street, and two entrances that form a horse-shoe drive adjacent to and accessible from Metz Road. The Project would include on-site signing and road striping , improve Weston Road and Metz Road to their full local street alignment along the Project boundary, and provide appropriate sight distance measures in accordance with Caltrans standards. The Project also includes the under-grounding of the electrical transmission line that traverses the southern portion of the site and while the exact alignment is unknown at this time, the alignment will avoid the riparian area that is to be preserved in its natural state. ENCHANTED HILLS PARK Perris, CA Item 1U-46 Client City of Woodlake 350 N Valencia Blvd Woodlake, CA 93286 Contact Information at Time of Project: Ramon Lara City Administrator 559.564.8055 rlara@ci.woodlake.ca.us Project Date 2022 - Ongoing Services Provided Park Master Planning Landscape Architecture Roadway Engineering Civil Engineering Electrical Engineering Firm’s Fees Conceptual Phase Construction Cost Conceptual Phase Our suggested solution to this project is inherently about community building and activation, with the understanding that this space, will have the opportunity to be a multi-general and aspirational. The park will consist of the following programming including, but not limited to: flexible lawn areas, softball and baseball fields, multi- purpose field, exercise and fitness trail, educational gardens, basketball courts, volleyball courts, a skate park and pump track, educational wayfinding, and a children’s nature playground. Our approach to the design of the project is grouped into thematic strategies: •Blurring Boundaries - in order to better integrate the park into the surrounding neighborhood •Transforming Edges to Moments - facilitating flexibility of use, visual connectivity, and designing every space connecting to and in between elements into spaces that felt purposeful •Creating Activity Clusters - accessibility to and from programming and animating the space so that there is a consistent blend of programming These these strategies, other enhancements such as native landscaping, designing through CPTED, and celebrating the local culture and diversity through public art all become proponents of the park’s success. The project team’s vision will help to maximize the park’s untapped opportunities to serve as cornerstone of community- building, while remaining relevant to the growing and changing needs of the City over the next generations. ANTELOPE CREEK PARK Woodlake, CA Item 1U-47 Client Village of Key Biscayne 88 West McIntyre Street Key Biscayne, FL 33149 Contact Information at Time of Project Todd Hofferberth Director, Parks and Recreation Tel: 305.365.8900 ext 1213 thofferberth@keybiscayne.fl.gov Project Date 2016 - 2019 Services Provided Urban Design Landscape Architecture Civil Engineering Electrical Engineering Surveying Firm Fee’s $ 110,334.00 Construction Cost $ 2,100,000.00 (Estimated) CGA was approached by the Village of Key Biscayne to reimagine a lot outside of the Community Center that would inherently create a staple to the village. The CGA design team approached the project as a timeless design that would relate to its surrounding functions of government, recreation and open space and would communicate a continued, upscaled quality. The park’s main component includes a flexible open lawn area that becomes a ‘civic’ green space used for its versatility. The lawn area, outside of its passive day-to-day activity, can become a dynamic space that transforms into event space to hold concerts, food trucks, community fitness activities, and markets to support programming in the Community Center and serve as an economic driver to the area. Other park components include an artwork plaza, a custom pergola design that enhances the branding of the area, sculptural boulder elements, passive congregation areas, and a pump track. The project also included lush landscape improvements, site drainage, and site lighting. The project is currently under construction. PARADISE PARK Key Biscayne, FL Item 1U-48 Client City of Miami Beach 1701 Meridian Ave, 3rd floor, Miami Beach, FL 33139 Contact Information Ariel Guitian Senior Capital Projects Coordinator, Office of CIP 305.673.7071 x 4105 ArielGuitian@miamibeachfl.gov Project Date 2016 (On-going) Services Provided Park Master Planning Landscape Architecture Civil Engineering Electrical Engineering Resiliency Design Environmental Permitting Surveying Construction Administration Arch Visualizations & 3D Firm Fee’s $ 840,000.00 Construction Cost $ 10.3 Million Miami Beach issued a simple request: to re-design a park. Specifically, the Request for Qualifications stated that the work products for the North Beach Oceanside Park would include conceptual drawing(s), surveying, geotechnical, design development, estimate(s) of probable construction cost, construction documents, permitting, bidding/award, and construction administration services. Embedded within the expectations of the City was a critical design component – the final design must define a new identity for the North Beach community by tapping into and revealing established values and qualities present in the site. The resultant design took the densely-vegetated, 30-acre park and conceived it as a series of carefully orchestrated thresholds where park users will never feel secluded, inactive or unengaged. The design resulted in a necklace of ‘pods’ that operate as a spine to the project and serve to protect habitat and increase the City’s management of these natural resources. The walkways are scaled so that they foster continuous activities in potentially endless configurable ways and augments the opportunities for resiliency design by strengthening the dune, utilizing passive green infrastructure and LID stormwater management strategies. The project also incorporated a rebranding of the City’s established beachfront with an on-grade beachwalk destined to be a terminus to the City’s overall transportation infrastructure. The product developed for the park is one that will provide an immediate transformative quality for the North Beach Community, it will enhance cultural celebration, and it embodies the City’s values of good, environmental design and access to great public spaces. NORTH BEACH OCEANSIDE PARK Miami Beach, FL Item 1U-49 Client City of Coconut Creek 4801 Coconut Creek Pkwy Coconut Creek, FL 33063 Contact Information at Time of Project Brian Rosen Project Manager Tel: 954.545.6614 Project Date 2017 - 2018 Services Provided Landscape Architecture Civil Engineering Firm Fees $ 108,260.00 Construction Cost $2.4 Million (Budgeted) $2.37 (Actual) Design improvements to Windmill Park in Coconut Creek consisted of expanding the existing park with the purchase of an adjacent single-family lot and orchard to the east of the site. The CGA project work included the preservation of many large trees, the addition of two new parking lots, expansion of sidewalk/exercise path improvements, reconstruction of tennis courts, a drainage system, enhanced planting and irrigation, all of which officially opened for public use July 2018. Awarded in August 2014, CGA’s multidisciplinary team and the SRS team were responsible for improving the current area with new lighting, repositioning tennis courts, expanding the two dog parks, adding ADA-approved play apparatus, stationed outdoor exercise paths, picnic pavilions, and restrooms. In addition, the CGA team was responsible for the design of 2 new parking lots for additional parking spaces, pavement marking and signage, water and sewer, sidewalk improvements, re-grading of the entire site, drainage system consisting of structures, pipes, and retention area. WINDMILL PARK EXPANSION & RENOVATION Coconut Creek, FL Item 1U-50 Client City of Miami Gardens 18605 NW 27th Avenue Miami Gardens, FL 33056 Contact Information at Time of Project: Anthony Smith Project Manager, Capital Improvements Tel: 305.622.8000 ext 2803 ASmith1@miamigardens-fl.gov Project Date 2012 - 2014 Services Provided Urban Design Park Master Planning Landscape Architecture Civil Engineering Firm Fee’s $ 140,000.00 Construction Cost $ 670,000.00 Calvin, Giordano & Associates, Inc. (CGA) was contracted by the City of Miami Gardens to design a pedestrian trail within Rolling Oaks Park and to provide a safe route through the surrounding neighborhood to connect the new trail in the park to an existing walking trail in the Dolphin Center Park located three quarters of mile away. The design for the trail included new outdoor fitness stations, seating areas, and LED site lighting. A study was conducted by CGA to determine the best route for the walkway through the neighborhood and what improvements would be needed. New crosswalks are being added along with a solar powered, on-demand pedestrian crossing signal where the trail leaves the park. A custom- designed way-finding signage program was developed for all of the trailhead signs, directional signs, and mile markers. This afforded the City of Miami Gardens a unique opportunity for branding within the community. Besides determining the best route through the neighborhood, the CGA team had to carefully plan the route for the trail through the park so as to not disturb the hundreds of existing Live Oak trees on the site. Using GPS technology, the CGA team worked out the best route for the trail in the field, and then returned to the office to translate those points into the final alignment for the pathway. In addition, the existing drainage permit for the site had to be modified for the trail improvements. These new drainage facilities also had to be carefully planned to avoid removing any trees. CGA also provided construction administration services for the project, which was completed in November, 2014. ROLLING OAKS PARK Miami Gardens, FL Item 1U-51 Client Miami-Dade Parks, Recreation, and Open Spaces Department 275 NW 2nd St, 4th Floor Miami, Florida 33128 Contact Information at Time of Project: Mark Koenig Landscape Architect II Tel: 904.400.2549 Mark.Koenig@miamidade.gov Project Date 2020 - Ongoing Services Provided Park Master Planning Landscape Architecture Playground Design Firm Fee’s $ 47,044.65 (Designs and Construction Administration) Construction Cost $ 445,000.00 (Estimated) The CGA design team’s approach to the County’s request to convert and expand an existing sand-surfaced playground was to propose a design solution that not only provided for the requirements, but also push beyond the notions of the project simply as a playground, and instead approach the project with the intent of providing a nature-based, educational proposal that speaks to the potential of the project area and provide a space for children and family’s to grow. Nature-based play increases play value, child development through stimulation, health benefits and also environmental sustainability and stewardship. This playground proposal specifically focused on highlighting the natural history and lessons of change about the planet, and importance plate tectonics had in specie evolution. The project consists of two playground pockets binded together through a central plaza that is focused on immersing the children through a geological timeline that highlights critical milestones in the development of natural history. The plaza also has educational signage that is color-coded to a stamped concrete layer that explains the several layers of the earth. The playground components reflect different movements of the earth through landform design, sensory engagement, mounded topography, and the introduction of planting pockets. Creating this sense of reveal exemplifies the several tectonics the earth has. WILBUR BELL NATURE-BASED PLAYGROUND CONCEPT Miami, FL Item 1U-52 Client City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Contact Information at Time of Project Omar J. Leon Urban Forester Tel: 305.673.7722 Project Date 2019 Services Provided Landscape Architecture Urban Design Resiliency Design Arborist Services Collaborators Davey Resource Group, Inc. Firm Fee's $ 49,000.00 Construction Cost $ Not Applicable In partnership with Davey Resource Group and Calvin, Giordano and Associates, Inc. (CGA) has developed an Urban Forestry Master Plan, focused on managing the City’s trees into the future. The plan establishes a clear set of priorities and objectives that aid in the management, maintenance, and future planting of trees throughout the City by providing a sustainable and strategic framework. CGA’s primary contribution to the master plan was the development of an implementable ‘Tool Kit’ that advances the recommendations in the master plan to generate standards that guide the roll-out of these. The ‘Tool Kit’ includes specific case studies of unique conditions in the City that address the intersection of urban forestry considerations with issues such as historic preservation, sea-level rise, and community/neighborhood identities with a focus on satisfying the City’s goal to have strategies in place to increase resiliency and climate adaptation. Additionally, the ‘Tool Kit’ establishes acceptable plant palettes and the species’ most desirable use-situations, as well as constructability standards for balancing adequate root- growth zones with green infrastructure and urban streetscape build-out conditions. Finally, the ‘Tool Kit’ establishes a street-tree prioritization plan to guide future streetscape projects, examines and establishes a metric of measurement to define “success” in future-planned City projects across several different departments, and it establishes parameters to facilitate the cost estimating and planning for these during the budget cycles and scope processes of each project. URBAN FORESTRY MASTER PLAN Miami Beach, FL Item 1U-53 Iconic architectural elements are important components that brand the public space and create references for memorable experiences. We also recognize that they are increasingly also a way to market and promote the public space. We approach the incorporation of inspirational architectural elements from the stand-point that they should serve two main functions: memorialize the history and ethos of place and engage users’ needs while satisfying their desires and aspirations. To do this, we incorporate architectural elements as a tool to create and enhance the sense of ‘100%-location’, or what we could call the ‘selfie moment’ - moment of high desirability. While serving to communicate the values and identity of the community, creating moments that people want to document as an integral part of their experience and one which they will post on social media is a way to embed a self-promoting marketing strategy into the park’s design to strengthen its role as a destination location, while solidifying its relationship and meaning with the community. This is achieved by aiming to create design excellence, including fine grain architectural detailing as a integral component of achieving a high quality outcome for this project. This will be essential in achieving a human scale, providing visual interest, diversity, and creating features that makes the collective space unique and strengthen the users’ ties to it over time. PARADISE PARK CUSTOM SCULPTURES NORTH BEACH OCEANSIDE PARK EXPERIENCE WITHICONIC ELEMENTS Item 1U-54 BAY HARBOR ISLANDS COMMUNITY CENTER POCKET PARKItem 1U-55 SURFSIDE BEACHWALK VISION PLANSURFSIDE BEACHWALK VISION PLAN SHOPS AT PEMBROKE GARDENS TOWER FOLLIESHOPS AT PEMBROKE GARDENS TOWER FOLLIEOAKLAND PARK STATION PLAZAOAKLAND PARK STATION PLAZA Item 1U-56 DORAL GATEWAY STRUCTURES CIVIC CENTER PARK CUSTOM SCULPTURES PEACE MOUND PARK Item 1U-57 21North Sphere Regional Park Climate Resilience and Community Access Grant Program 8. CalEnvironScreen Item 1U-58 CalEnviroScreen 3.0 Results (June 2018 Update) OEHHA, Esri, HERE, Garmin, USGS, NGA, EPA, USDA, NPS CalEnviroScreen 3.0 1 - 10% 11 - 20% 21 - 30% 31 - 40% 41 - 50% 51 - 60% 61 - 70% 71 - 80% 81 - 90% 91 - 100% High Pollution, Low Population CalEnviroScreen 3.0 Results (June 2018 Update) 1 - 10% (Lowest Scores) 11 - 20% 21 - 30% 31 - 40% 41 - 50% 51 - 60% 61 - 70% 71 - 80% 81 - 90% 91 - 100% (Highest Scores) 2/17/2023, 10:59:19 AM 0 10 205 mi 0 10 205 km 1:577,791 Web AppBuilder for ArcGIS Esri, HERE, Garmin, USGS, NGA, EPA, USDA, NPS | OEHHA |Item 1U-59 22North Sphere Regional Park Climate Resilience and Community Access Grant Program 9. FactFinder Report Item 1U-60 PROJECT AREA STATISTICS PROJECT AREA MAP County Riverside City Palm Desert Total Population 316 Youth Population 28 Senior Population 135 Households Without Access to a Car 7 Number of People in Poverty 33 Median Household Income $87,429 Per Capita Income $62,213 Park Acres 0.00 Park Acres per 1,000 Residents 0.00 REPORT BACKGROUND The project statistics have been calculated based on half mile radius around the point location selected. Only park acres within the project area's half mile radius are reported. Population and people in poverty are calculated by determining the percent of any census block-groups that intersect with the project area. The project area is then assigned the sum of all the census block-group portions. An equal distribution in census block-groups is assumed. Rural areas are calculated at a census block level to improve results. Median household and per capita income are calculated as a weighted average of the census block- group values that fall within the project area. More information on the calculations is available on the methods page. DemographicsDemographics—American Community Survey (ACS) 5-year estimates 2017-2021; Decennial 2020 Census; the margin of error (MOE) was not analyzed. ParksParks—California Protected Areas Database 2022b CFF adjusted (1/2023) - more information at http://www.CALands.org. Parks and park acres area based on best available source information but may not always contain exact boundaries or all parks in specific locations. Parks are further defined in this report: parksforcalifornia.org/park_equity#parks_data. Users can send updated information on parks to SCORP@parks.ca.gov Project ID: 109302 Coordinates: 33.7895, -116.3623 Date: 2/17/2023 California State Parks Community FactFinder Report This is your project report for the site you have defined. Please refer to your Project ID above in any future communications about the project. SCORP Community FactFinder is a service of the California Department of Parks and Recreation www.parks.ca.gov SCORP Community FactFinder created by GreenInfo Network www.greeninfo.org in consultation with CA Dept. of Parks and Rec Item 1U-61 23North Sphere Regional Park Climate Resilience and Community Access Grant Program 10. Letters of Support Item 1U-62 Item 1U-63 Item 1U-64 Item 1U-65 [This page has intentionally been left blank.] Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Thomas Soule, Public Affairs Manager REQUEST: EXTEND PALM DESERT AQUATIC CENTER MARKETING SERVICES CONTRACT WITH FG CREATIVE RECOMMENDATION: 1. Authorize the first of two possible one-year extension options of contract No. A43790 with FG Creative for Palm Desert Aquatic Center Marketing Services. 2. Authorize the City Attorney to make non-substantive changes to the contract and the City Manager to execute the contract on behalf of the City. BACKGROUND/ANALYSIS: Prior City Action: On July 1, 2022, after an RFP process, the City entered into Contract No. A43790 with FG Creative to provide marketing services for the Palm Desert Aquatic Center (PDAC) in the amount of $40,000. The administrative contract, ratified by Council on June 8, 2023, has a one-year term with two possible one-year extensions. Project Description: The City contracts with the YMCA of the Desert to manage PDAC. In addition, the City pays for marketing services to help promote the facility and its services throughout the year. FG Creative has provided these marketing services for more than eight years, having most recently won the contract after a formal bidding process in 2022. FG Creative works with PDAC management on the marketing plan under the direction of the City’s Public Affairs manager. The goal of the program is to help raise awareness of the center and bring customers to the site for swimming lessons, lap swimming, recreational swimming, and other activities. Staff meets monthly with FG Creative and PDAC management to review marketing activities and update the marketing plan as needed. FINANCIAL IMPACT: Funds for this contract were included in the Fiscal Year 2023-2024 Aquatic Facility budget and upon budget approval by the City Council will be available in the Professional Other Account No. 2424549-4309000. No additional fiscal impact is created by this request. Item 1V-1 City of Palm Desert Extend PDAC Marketing Services Contract with FG Creative Page 2 of 2 REVIEWED BY: Department Director: Eric Ceja City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Contract No. A43790 2. First Extension to Contract No. A43790 Item 1V-2 Item 1V-3 Item 1V-4 Item 1V-5 Item 1V-6 Item 1V-7 Item 1V-8 Item 1V-9 Item 1V-10 Item 1V-11 Item 1V-12 Item 1V-13 Item 1V-14 Item 1V-15 Item 1V-16 Item 1V-17 Item 1V-18 Item 1V-19 Item 1V-20 Contract No. A43790 Page 1 of 4 Revised 11-2-20 BBK 72500.00001\32445060.1 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND FG CREATIVE 1.Parties and Date. This Amendment No. 1 to the FG Creative Professional Services Agreement for Marketing Services No. A43790 is made and entered into as of this First day of July 2023 by and between the City of Palm Desert (“City”) and FG Creative, a Corporation organized under the laws of California, with its principal place of business at 19725 Driscoll Rd, Desert Hot Springs, CA 92241 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Services Agreement for Marketing Services Contract No. A43790” dated July 1, 2022 (“Agreement”) for the purpose of retaining the services of Consultant to provide Marketing Services for the Palm Desert Aquatic Center. 2.2 Amendment. The City and Consultant desire to amend the Agreement to extend the term. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.1.2 of the Agreement. 3. Terms. 3.1 Scope of Services and Term. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows: 3.1.2 Term. The term of this Agreement shall be from July 01, 2023, to June 30, 2024, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than 1 additional one-year term based on budget approval. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. “Exhibit A is hereby deleted in its entirety and replaced with Exhibit A attached hereto and incorporated herein by reference.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or Item 1V-21 Contract No. A43790 Page 2 of 4 Revised 11-2-20 BBK 72500.00001\32445060.1 otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together, shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Item 1V-22 Contract No. A43790 Page 3 of 4 Revised 11-2-20 BBK 72500.00001\32445060.1 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL MARKETING SERVICES AGREEMENT BETWEEN THE CITY OF PALM DESERT AND FG CREATIVE IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the Professional Marketing Services Agreement as of the day and year first above written. CITY OF PALM DESERT By: L. TODD HILEMAN CITY MANAGER ATTEST: By: ANTHONY J. MEJIA City Clerk APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney FG CREATIVE By: STEPHANIE GREENE CEO QC: _____ Insurance: _____ Initial Review _____ Final Approval Item 1V-23 Contract No. A43790 Page 4 of 4 Revised 11-2-20 BBK 72500.00001\32445060.1 EXHIBIT “A” COMPENSATION Account Services $7,200 Public Relations $4,000 Outdoor Billboards $10,500 Radio $10,500 Brand Development/Graphics $3,450 Website $3,600 Radio Campaign Development $750 Annual Total $40,000 Item 1V-24 CITY OF PALM DESERT SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Deborah Glickman, Management Analyst REQUEST: ADOPT A RESOLUTION DECLARING EIGHT (8) CITY OF PALM DESERT OWNED PARCELS AND A RESOLUTION DECLARING SEVEN (7) PALM DESERT SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OWNED PARCELS LOCATED ON DESERT WILLOW DRIVE SURPLUS LAND AND AUTHORIZE STAFF TO RELEASE A NOTICE OF AVAILABILITY FOR THE SALE OF THE FIFTEEN (15) PARCELS RECOMMENDATION: 1. Adopt a Resolution declaring City of Palm Desert owned properties located on Desert Willow Drive with Assessor’s Parcel Numbers (APN) 620-370-002 (.20 acres), 620-370-003 (.20 acres), 620-370-004 (1.56 acres), 620-370-017 (.69 acres), 620-370-018 (1.02 acres), 620-370- 020 (3.61 acres), 620-370-033 (.94 acres), 620-370-043 (2.92 acres) surplus for the purposes of the Surplus Land Act (SLA). 2. Adopt a Resolution declaring Palm Desert Successor Agency to the Redevelopment Agency (SARDA) properties located on Desert Willow Drive with APNs 620-450-012 (16.91 acres), 620-450-013 (1.37 acres), 620-450-014 (.45 acres), 620-450-016 (.85 acres), 620-450-017 (.19 acres), 620-450-018 (.67 acres), 620-450-020 (13.67 acres) surplus for the purposes of the SLA. 3. Authorize staff to release a Notice of Availability (NOA) for the sale of the fifteen (15) properties as a single unit. BACKGROUND/ANALYSIS: The fifteen (15) parcels above were identified as a part of the June 2014 State of California State Department of Finance approved Long Range Property Management Plan (LRPMP). Subsequent to the approval of the LRPMP, SARDA sold eight (8) of the parcels to the City. All of the parcels will be disposed of in accordance with the SLA. The SARDA parcels will also be disposed of in accordance with requirements for the disposition of properties on the LRPMP. At its meeting on December 15, 2022, the City Council and Successor Agency to the Palm Desert Redevelopment Agency (SARDA) Board approved a “Central Inventory” of City and SARDA owned properties. This inventory was developed to comply with the Surplus Land Act (SLA), which requires that an inventory must be approved and submitted annually to the State of California Department of Housing and Community Development (HCD) pursuant to Government Code Section 54230(a)(2). Lot Pads C, D, and E located on Desert Willow Drive were included on the Central Inventory as parcels to be designated as surplus property and not necessary for City/SARDA use are. Item 1W-1 City/SARDA Disposition of Properties – Desert Willow C, D, and E Page 2 of 4 In order to dispose of these properties, the City and SARDA must first go through the formal process of declaring the properties surplus, consistent with the Surplus Land Act (SLA). The proposed action would satisfy this requirement with respect to the properties identified above. Once the attached Resolutions are approved, Notices of Availability (NOA) will be sent to designated entities who will have sixty (60) days to notify the City and SARDA of their interest in acquiring the properties. If any interest is expressed in accordance with the requirements of the SLA, the City and SARDA are required to engage in good faith negotiations for a period of not less than ninety (90) days in an attempt to reach a sales price and terms. The SLA allows for the parcels to be sold at fair market value and does not require the City and SARDA to change the parcels’ zoning designation. Following these steps, the City and SARDA must provide the California Department of Housing and Community Development (HCD) with a notification detailing the Notice of Availability/negotiation process. HCD will have thirty (30) days to review this process for compliance with the SLA. At the end of the thirty (30) day period, the City and SARDA may sell the properties. If the City and SARDA do not agree to price and terms with any of the designated entities, or if no designated entity respond to the NOA, the City may dispose of the properties outside of the SLA. The SLA process as noted above does not authorize the disposition of the properties. Staff is required to return to the City Council and SARDA Board for approval to sell the parcels either through the SLA process or outside of SLA. Project Description: With this report, staff is seeking approval to initiate the disposition of the fifteen (15) parcels known together as Lot Pads C, D, and E as a single 45.25-acre unit. The properties will be sold at fair market value pursuant to the SLA process. The City and SARDA properties are below. APN Size (acres) Zoning Parcel Description General Plan Designation City Parcels 620-370-002 .20 PC Vacant Commercial, Resort 620-370-003 .20 PC Vacant Commercial, Resort 620-370-004 1.56 PC Vacant Commercial, Resort 620-370-017 .69 PC Vacant Commercial, Resort 620-370-018 1.02 PC Vacant Commercial, Resort 620-370-020 3.61 PC Vacant Commercial, Resort 620-370-033 .94 PC Vacant Commercial, Resort 620-370-043 2.92 PC Vacant Commercial, Resort Total City Acres 11.14 * PR = Planned Residential *PC =Planned Commercial Item 1W-2 City/SARDA Disposition of Properties – Desert Willow C, D, and E Page 3 of 4 APN Size (acres) Zoning Parcel Description General Plan Designation SARDA Parcels 620-450-012 16.91 PR 10 units/acre Vacant Commercial, Resort 620-450-013 1.37 PR 10 units/acre Vacant Commercial, Resort 620-450-014 .45 PR 10 units/acre Vacant Commercial, Resort 620-450-016 .85 PR 10 units/acre Vacant Commercial, Resort 620-450-017 .19 PR 10 units/acre Vacant Commercial, Resort 620-450-018 .67 PR 10 units/acre Vacant Commercial, Resort 620-450-020 13.67 PR 10 units/acre Vacant Commercial, Resort Total SARDA Acres 34.11 Total Combined Acres 45.25 Proceeds from the sale allocable to the SARDA parcels will be transmitted to the Riverside County Auditor-Controller for distribution to the appropriate taxing agencies as required by the State. The SARDA parcels sale proceeds allocated to the City would be allocated to the Economic Development Capital Fund. These parcels have been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (“CEQA”). City staff has determined that the designation of these parcels as surplus does not have the potential for creating a significant effect on the environment and are therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378. When the parcels are sold to a purchaser and that purchaser proposes a use for the parcels that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA. A map of the parcels is attached to this staff report. If approved, staff will release an NOA in the first week of July 2023, with a close of the SLA process 150 days after the release date (December 1, 2023). FINANCIAL IMPACT: The sale of these parcels will require professional real estate transaction services including a title review, appraisal, and escrow. Funds for this purpose have been included in the FY 2023/24 budget request in account number 1104430-4309000. REVIEWED BY: Department Director: Eric Ceja City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 1W-3 City/SARDA Disposition of Properties – Desert Willow C, D, and E Page 4 of 4 ATTACHMENTS: 1. Resolution for City parcels 2.Resolution for SARDA parcels 3.Map of parcels Item 1W-4 RESOLUTION NO. 2023-__________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT DECLARING PURSUANT TO GOVERNMENT CODE SECTION 54221 THAT CERTAIN REAL PROPERTY OWNED BY THE CITY WITH ASSESSOR’S PARCEL NUMBERS 620-370-002 (.20 ACRES), 620-370-003 (.20 ACRES), 620-370-004 (1.56 ACRES), 620-370-017 (.69 ACRES), 620-370-018 (1.02 ACRES), 620-370-020 (3.61 ACRES), 620-370-033 (.94 ACRES), 620-370- 043 (2.92 ACRES) ARE SURPLUS LAND AND NOT NECESSARY FOR THE CITY’S USE, FINDING THAT SUCH DECLARATION IS EXEMPT FROM ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND TAKING RELATED ACTIONS. WHEREAS, the City of Palm Desert (“City”) is the owner in fee simple of that certain real property with Assessor’s Parcel Numbers (APN) 620-370-002 (.20 acres), 620-370-003 (.20 acres), 620-370-004 (1.56 acres), 620-370-017 (.69 acres), 620-370-018 (1.02 acres), 620-370-020 (3.61 acres), 620-370-033 (.94 acres), 620-370-043 (2.92 acres) in the City of Palm Desert and described in Exhibit “A,” attached hereto and made a part of hereof (“Property”); and WHEREAS, under the Surplus Land Act, Government Code Sections 54220-54234 (“Act”), surplus land is land owned in fee simple by the City for which the City Council takes formal action in a regular public meeting declaring the land is surplus land and not necessary for the City’s use. The land must be declared either surplus or exempt surplus land; and WHEREAS, under the Act, land is necessary for the City’s use if the land is being used, or is planned to be used pursuant to a written plan adopted by the City Council for City work or operations; and WHEREAS, the Property, which is improved with an unoccupied single-family home, is not being used for City work or operations and City staff has evaluated the Property for its potential to be used for City work or operations; and WHEREAS, City staff has determined that the Property is not suitable for the City’s use; and WHEREAS, the City Council desires to declare that the Property is surplus land and not necessary for the City’s use; and WHEREAS, the Act requires that before the City Council disposes of the Property or engages in negotiations to dispose of the Property, the City shall send a written notice of availability of the Property to certain designated entities in accordance with the Act; and NOW, THEREFORE, the City Council hereby resolves as follows: SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution. Item 1W-5 -2- SECTION 2. The City Council hereby declares that the Property is surplus land and not necessary for the City’s use within the meaning of the Act. The basis for this declaration is that due to the size, location, and development on the Property, the site is not feasible for the City’s use. SECTION 3. The City Clerk is hereby directed to send a notice of availability of the Property for sale, to the entities designated in Government Code Section 54222 (“Designated Entities”) by electronic mail or by certified mail. SECTION 4. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (“CEQA”). City staff has determined that the designation of the Property as surplus land does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378. Adoption of the Resolution does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. If and when the Property is sold to a purchaser and that purchaser proposes a use for the Property that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA. SECTION 5. The City Clerk is directed to file a Notice of Exemption pursuant to CEQA Guidelines Section 15062. SECTION 6. The officers and staff of the City are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of the Resolution, and any such actions previously taken are hereby ratified and confirmed. Such actions include negotiating in good faith in accordance with the requirements of the Act with any of the Designated Entities that submit a written notice of interest to purchase the Property in compliance with the Act. ADOPTED ON ________________, 2023. KATHLEEN KELLY MAYOR ATTEST: __________________ _ ANTHONY J. MEJIA CITY CLERK Item 1W-6 -3- I, Anthony J. Mejia, City Clerk of the City of Palm Desert, hereby certify that Resolution No. 2023-__ is a full, true, and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Desert on __________________, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RECUSED: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on ______________, 2023. ANTHONY J. MEJIA CITY CLERK Item 1W-7 RESOLUTION NO. 2023-_____ RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DECLARING PURSUANT TO GOVERNMENT CODE SECTION 54221 THAT CERTAIN REAL PROPERTIES OWNED BY THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY WITH ASSESSOR’S PARCEL NUMBERS 620-450-012 (16.91 ACRES), 620- 450-013 (1.37 ACRES), 620-450-014 (.45 ACRES), 620-450-016 (.85 ACRES), 620-450-017 (.19 ACRES), 620-450-018 (.67 ACRES), 620-450- 020 (13.67 ACRES), ARE SURPLUS LAND AND NOT NECESSARY FOR THE AGENCY’S USE, FINDING THAT SUCH DECLARATION IS EXEMPT FROM ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND TAKING RELATED ACTIONS. WHEREAS, the Successor Agency to the Palm Desert Redevelopment Agency (“SARDA”) is the owner in fee simple of those certain real properties with Assessor’s Parcel Numbers 620-450-012 (16.91 acres), 620-450-013 (1.37 acres), 620-450-014 (.45 acres), 620-450-016 (.85 acres), 620-450-017 (.19 acres), 620-450-018 (.67 acres), 620- 450-020 (13.67 acres); and WHEREAS, under the Surplus Land Act, Government Code Sections 54220- 54234 (“Act”), surplus land is land owned in fee simple by SARDA for which the SARDA Board takes formal action in a regular public meeting declaring the land is surplus land and not necessary for SARDA’s use. The land must be declared either surplus or exempt surplus land; and WHEREAS, under the Act, land is necessary for SARDA’s use if the land is being used, or is planned to be used pursuant to a written plan adopted by the SARDA Board for SARDA work or operations; and WHEREAS, the Properties, which are vacant, are not being used for SARDA work or operations and SARDA staff has evaluated the Properties for its potential to be used for SARDA work or operations; and WHEREAS, SARDA staff has determined that the Properties are not suitable for SARDA’s use; and WHEREAS, the SARDA Board desires to declare that the Properties are surplus land and not necessary for SARDA’s use; and WHEREAS, the Act requires that before the SARDA Board disposes of the Properties or engages in negotiations to dispose of the Properties, SARDA shall send a written notice of availability of the Properties to certain designated entities in accordance with the Act; Item 1W-8 -2- NOW, THEREFORE, the SARDA Board hereby resolves as follows: SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution. SECTION 2. The SARDA Board hereby declares that the Properties are surplus land and not necessary for SARDA’s use within the meaning of the Act. The basis for this declaration is that due to the size, location, and development on the Properties, the site is not feasible for SARDA’s use. SECTION 3. The City Clerk is hereby directed to send a notice of availability of the Properties for sale, to the entities designated in Government Code Section 54222 (“Designated Entities”) by electronic mail or by certified mail. SECTION 4. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (“CEQA”). SARDA staff has determined that the designation of the Properties as surplus land does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378. Adoption of the Resolution does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. If and when the Properties are sold to a purchaser and that purchaser proposes a use for these Properties that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA. SECTION 5. The City Clerk is directed to file a Notice of Exemption pursuant to CEQA Guidelines Section 15062. SECTION 6. The officers and staff of SARDA are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of the Resolution, and any such actions previously taken are hereby ratified and confirmed. Such actions include negotiating in good faith in accordance with the requirements of the Act with any of the Designated Entities that submit a written notice of interest to purchase the Properties in compliance with the Act. ADOPTED ON ________________, 2023. KATHLEEN KELLY CHAIR Item 1W-9 -3- ATTEST: __________________ _ ANTHONY J. MEJIA SECRETARY SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY I, Anthony J. Mejia, Secretary of the Successor Agency to the Palm Desert Redevelopment Agency, hereby certify that Resolution No. 2023-__ is a full, true, and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Desert on __________________, by the following vote: AYES: NOES: ABSENT: ABSTAIN: RECUSED: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Desert, California, on ______________, 2023. ANTHONY J. MEJIA, SECRETARY SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY Item 1W-10 Item 1W-11 [This page has intentionally been left blank.] CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Chris Escobedo, Assistant City Manager REQUEST: APPROVE A THIRD AMENDMENT TO THE AGREEMENT FOR LAW ENFORCEMENT SERVICES BETWEEN THE CITY OF PALM DESERT AND THE COUNTY OF RIVERSIDE FOR THE ADDITION OF A SCHOOL RESOURCE OFFICER RECOMMENDATION: Approve a third amendment to the agreement for law enforcement services between the City of Palm Desert and the County of Riverside for the addition of a school resource officer at Palm Desert Charter Middle school, and authorize the Mayor to execute the amendment. BACKGROUND/ANALYSIS: The Palm Desert Sheriff’s Station currently utilizes one School Resource Officer (SRO) position, which is assigned to Palm Desert High School (PDHS). The City and Desert Sands Unified School District (District) split the cost of the SRO on a 50/50 basis. There was an SRO previously assigned to Palm Desert Charter Middle School (PDCMS), but the school withdrew its funding in fiscal year 2021 due to fiscal constraints. At the June 8, 2023 City Council Meeting, the Council approved a new MOU with the District to re-establish the cost-sharing partnership. Approval of this amendment would add the position formally back on the City’s contract with the County for law enforcement services and authorize the County to fill the position. Once approved, the County will fill the position by July of this year, send the individual selected for school resource officer training, and would start with the new school year. Strategic Plan: This item is related to the Public Safety and Emergency Services section of the Palm Desert Strategic plan under Priority 1: Enhance the delivery of public safety services. Adding the SRO will provide a dedicated resource to a school site and enhance school safety. FINANCIAL IMPACT: The total cost for an SRO is $170,956.80. Council approved the MOU on June 8th, the City would contribute half of the cost of $85,478.40. Funds are identified in the proposed FY 2023/24 budget for police services. REVIEWED BY: Department Director: Chris Escobedo City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo Item 1X-1 City Manager: Todd Hileman ATTACHMENTS: 1.Third Amendment to Agreement for Law Enforcement Services Item 1X-2 Item 1X-3 Item 1X-4 Item 1X-5 [This page has intentionally been left blank.] Item 1X-6 Page 1 of 2 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Veronica Chavez, Director of Finance REQUEST: APPROVE OUTSDIE AGENCY FUNDING FOR FISCAL YEAR 2023-24 RECOMMENDATION: 1. Approve the award of Outside Agency Funding in the amount of $183,450 to the agencies listed herein with associated restrictions and conditions, including confirmation of event prior to distribution, if applicable. 2. Authorize the Finance Director to consider alternative requests during the year provided the request is consistent with the original request. 3. Pending approval of the FY 2023-24 City of Palm Desert Financial Plan, authorize the City Manager to execute any documents necessary to effectuate the actions taken herewith. BACKGROUND/ANALYSIS: Information regarding the availability of Outside Agency Funding, as well as the application, was made available on the City's website at the beginning of January 2023. Staff also conducted outreach through notification in RAP Foundation's e-newsletter. A total of 26 applications from various organizations were received totaling $240,200. The Outside Agency Funding Committee applications were reviewed by the committee and after discussion, the following recommendations were made. The amount recommended, as well as a brief description of items that were determined to be eligible for funding, will be listed in the Agency's agreement as allowable expenditures. NO. FY23-24 REQUESTING ORGANIZATION REQUEST A WARD 1 Abraham Lincoln Elementary School PTO* $5,000 $5,000 2 James Carter Elementary PTO* $7,500 $7,500 3 Palm Desert Charter Middle School Foundation* $9,500 $9,500 4 Palm Desert Charter Middle PTO* $9,500 $9,500 5 Palm Desert High School* $10,000 $10,000 6 Ronald Reagan Elementary PTO* $5,555 $5,555 7 Washington Charter School* $7,500 $7,500 8 Act for MS $7,800 $7,800 9 Assistance League Coachella Valley $4,000 $2,500 10 AYSO La Quinta $10,000 $3,500 11 CREATE Center for the Arts $9,875 $2,750 12 Desert Recreation Foundation $10,000 $5,000 13 Gerald Ford Elementary $2,500 $2,500 14 Historical Society of Palm Desert* & Mini Muster $16,000 $16,000 Item 2A-1 City of Palm Desert Approve Outside Agency Funding for Fiscal Year 2023-24 Page 2 of 2 15 Jewish Family Services of the Desert $14,025 $5,000 16 Media All Stars $445 $445 17 Palm Desert High School Girls Tennis Team $7,500 $2,500 18 Palm Springs Air Museum $10,000 $8,500 19 Palm Springs Friends of Philharmonic $7,500 $5,000 20 Pegasus Therapeutic Riding Center $5,000 $5,000 21 Read with Me $5,000 $2,500 22 Sister Cities International SoCal Chapter $5,000 $0 23 Variety- The Children’s Charity of the Desert $10,000 $2,500 24 Virginia Waring International Piano Competition (Palm Springs International Piano Competition $5,000 $1,400 25 YMCA Jean Benson* $44,000 $44,000 26 YMCA Youth Government* $12,000 $12,000 TOTAL OF ALL REQUESTS $240,200 $183,450 * 3-year agreement Any specific award requirements, conditions or restrictions were noted in the attached draft minutes of the meeting and will be incorporated into the agreement. Those requests that included funding for an event will be subject to confirmation that the event will be held. If the event is not held, or held in a different format, it is recommended that the Director of Finance be authorized to consider alternative requests from the same agencies provided the revised request is consistent with the original request. Staff recommends that the City Council approve funding to the above-listed organizations as presented. Commission Recommendation: The Outside Agency Funding Committee met on May 30,2023, to review the applications and requests. The committee approved the recommendations included herein for the FY 2023-24. FINANCIAL IMPACT: Approval of this request will result in the above-listed agencies receiving the designated amounts as Outside Agency Funding for FY 2023-24 contingent upon completion of all necessary requirements included in the Agreement. Pending approval of the FY 2023-24. Financial Plan, funds will be available in Account Nos. 1104800-4388000, 1104800-4388100, and 1104800- 4389100. REVIEWED BY: Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Summary of applications submitted and programs/services to be funded. 2. Preliminary Minutes - OAF Committee meeting of May 30, 2023 Item 2A-2 Outside Agency Funding Recommendations Fiscal Year 2023/2024 App #OA Request 12 2 7 5 3 4 Palm Desert High School* Year 3 of 3 Ronald Reagan Elementary PTO* Year 2 of 3 Washington Charter School* Year 3 of 3 4,000 6 Student Education with McCallum Institute Aesthetic Education Program 1 8 9 10 11 Agency Assistance League Coachella Valley AYSO La Quinta Abraham Lincoln Elementary School PTO* Year 3 of 3 Palm Desert Charter Middle School Foundation* Year 3 of 3 Palm Desert Charter Middle PTO* Year 3 of 3 Act for MS 7,500 9,500 9,500 5,555 7,500 7,800 10,000 9,875 James Carter Elementary PTO* Year 3 of 3 Desert Recreation Foundation 7,500 Programs/Services to be Funded 1. Science Camp 2. Art Museum 3. Living Desert and McCallum Field Trips 4. Pioneer Reenactment 5. Coachella Valley History New school clothing and Hygiene Kits for Disadvantaged, Low Income Students Scholarships for VIP players (special needs) Membership fees for Palm Desert Residents (25 @200/Each) 1. Museum of Tolerance 2. Visiting Author Assembly 1.Turnitin.com Software 2. Academic Competitions 3. Band Uniforms 4. Alumni Reunion 3. Aquatic Group Sessions 4.Yoga Group Sessions 1. Client Services Scholarships 2. One on One Strength Yoga for Clients in Wheelchairs CREATE Center for the Arts 5. Heavy-Duty Banker's Boxes for Classroom Book Sets 5. Test Prep (AP and SAT) Funding for KARE 1. Bus Transportation to Mission San Juan Capistrano 2. Riley's Farm 3. Science Night 4. Math Night 5. Violin Program 6. Robotics Program 7. Assembly History brought to Life 3. Bookmarks, Pencils, Erasers, Folders, Buttons, Bracelets 4. English and Spanish Books and Bags for Students 8. McCallum ARTS Recommendation 9,500 9,500 10,000 10,000 5,000 7,800 2,500 3,500 2,750 5,000 7,500 5,555 5,000 10,000 1. Read-A-Thon 2. Medals and Neck Ribbons Camp 3D Summer Camp (10 @275/each) Item 2A-3 Outside Agency Funding Recommendations Fiscal Year 2023/2024 App #OA RequestAgency Programs/Services to be Funded Recommendation 240,200 * 3 year agreement 183,450 Youth and Government High School Legislature and Court Program Scholarships for Palm Desert low-income students 3. Special Music Instruction 4. Summer Music Camp 15 16 17 26 19 20 21 22 23 24 25 1. Displays and Exhibits to Explain Historical Events 1. Preschool Learning tools 2. Site Support (electricity cost) 3. Participant Support (Financial)4. Facility Support (Cleaning cost) 13 14 18 Palm Desert High School Girls Tennis Team Jewish Family Service of the Desert Historical Society of Palm Desert* Year 3 of 3 Mini Muster 14,025 Pegasus Therapeutic Riding Center Media All Stars 5,000 10,000 2,500Gerald Ford Elementary YMCA Jean Benson* Year 3 of 3 YMCA Youth Government* Year 2 of 3 Variety- the Children's Charity of the Desert Palm Springs Friends of Philharmonic Read with me Sister Cities International SoCal Chapter Virginia Waring International 44,000 12,000 5,000 0 5,000 10,000 3,000 12,000 445 7,500 5,000 5,000 44,000 7,500 Two shade kiosks for on court shading 1. Music Education 2. Purchase instruments 5. Tickets to Concerts Sponsor underprivileged students who could not afford the 3 day Science Camp at Pathfinder Ranch 2. Preservation of Collection of Written and Photo Archives Fall schedule Posters for Palm Desert HS. Athletics 13,000 Palm Springs Air Museum 3. Fire/Intrusion Alarm and Facility Upkeep 1 Emergency Financial Assistance to Pay Residents Past Due Rent and/or Water Bill5,000 445 16,000 Books to give to elementary school children in the Coachella Valley Panel Sponsorship for California Youth Leadership Summit (CYLS) 2,500 8,500 5,000 2,500 2,500 2. Fly Over City: Fuel costs 1. Palm Desert Day at Museum: Admission for Palm Desert Residents Bus Transportation from DSUSD schools in Palm Desert to Ranch in Palm Desert 2,500 1,400 1. Supplies for programs for developmental screenings 2. Socially inclusive art 3. Educational programs for child with special needs 4. Lease for the space for the programs and services Group Piano lessons for low income at St. Margaret's Church Item 2A-4 City of Palm Desert Page 1 OUTSIDE AGENCY FUNDING COMMITTEE CITY OF PALM DESERT, CALIFORNIA MINUTES Pursuant to Assembly Bill 2449, this meeting was conducted as a hybrid meeting with remote and in-person public access to the meeting location. 1.CALL TO ORDER A Regular Meeting of the Outside Agency Funding Committee was called to order by Chair Chavez on Tuesday, May 30, 2023, at 2:00 p.m., in the North Wing Conference Room, City Hall, located at 73-510 Fred Waring Drive, Palm Desert, California. 2.ROLL CALL Committee Members Present: Karina Quintanilla, Mayor Pro-Tempore; Kathleen Kelly, Mayor; Todd Hileman, City Manager; Jill Tremblay, Attorney (Best, Best & Krieger); and Chair Veronica Chavez, Director of Finance. Absent: None. City Staff Present: Joe Barron, Senior Contracts and Grants Analyst; Sarah Castro, Administrative Assistant; Maria Gallegos, Planner (Michael Baker International); and Monique Lomeli, Recording Secretary. Other staff members presented reports or responded to questions as indicated in the minutes. 3.NON-AGENDA PUBLIC COMMENT: None. 4.CONSENT CALENDAR: MOTION BY COMMITTEE MEMBER KELLY, SECOND BY COMMITTEE MEMBER HILEMAN, CARRIED 5-0, to approve the consent calendar. A.APPROVAL OF MINUTES MOTION BY COMMITTEE MEMBER KELLY, SECOND BY COMMITTEE MEMBER HILEMAN, CARRIED 5-0, to approve the Outside Agency Funding Committee Regular Tuesday May 30, 2023 2:00 p.m. Regular Meeting Item 2A-5 Outside Agency Funding Committee Minutes May 30, 2023 City of Palm Desert Page 2 ALL ACTIONS ARE DRAFT, PENDING APPROVAL OF THE MINUTES Meeting minutes of May 31, 2022. B.TERM ADJUSTMENT FOR CDBG JOINT RECIPIENT COOPERATIVE AGREEMENT MOTION BY COMMITTEE MEMBER KELLY, SECOND BY COMMITTEE MEMBER HILEMAN, CARRIED 5-0, to receive and file a memorandum regarding a term adjustment for the CDBG Joint Recipient Cooperative Agreement. CONSENT ITEMS HELD OVER: None. 5.ACTION CALENDAR A.OUTSIDE AGENCY FUNDING RECOMMENDATIONS SUMMARY FOR FY 2023-2024 Chair Chavez presented the proposed Outside Agency funding recommendations for Fiscal Year 2023-2024 and responded to Committee inquiries. Following discussion, MOTION BY COMMITTEE MEMBER KELLY, SECOND BY COMMITTEE MEMBER QUINTANILLA, CARRIED 5-0, to recommend that the City Council award funding in the amount of $183,450.00 to the following organizations: Palm Desert School Groups (3-Year Agreements) 1.Abraham Lincoln Elementary PTO ($5,000) 2.James E. Carter Elementary PTO ($7,500) 3.Palm Desert Charter Middle School Foundation ($9,500) 4.Palm Desert Charter Middle School PTO ($9,500) 5.Palm Desert High School ($10,000) 6.Ronald Reagan Elementary School ($5,555) 7. Washington Charter School Parent’s Club Foundation ($7,500) Non-3-Year Organizations 8.Act for Multiple Sclerosis ($7,800) 9.Assistance League of Coachella Valley ($2,500) 10.AYSO La Quinta ($3,500) 11.CREATE Center for the Arts ($2,750) 12.Desert Recreation Foundation ($5,000) 13. Gerald Ford Elementary School ($2,500) 14.Historical Society of Palm Desert (Mini Muster / 3-year agreement / $16,000) 15.Jewish Family Service of the Desert ($5,000) 16. Media All Stars ($445) 17.Palm Desert High School Girls Tennis Team ($2,500) 18.Palm Springs Air Museum ($8,500) 19.Palm Springs Friends of Philharmonic ($5,000) 20.Pegasus Therapeutic Riding Center ($5,000) 21.Read with Me ($2,500) 22.Sister Cities International SoCal Chapter ($0) 23.Variety - The Children’s Charity of the Desert ($2,500) 24.Virginia Waring International (Palm Springs International Piano Competition / $1,400) Item 2A-6 Outside Agency Funding Committee Minutes May 30, 2023 City of Palm Desert Page 3 ALL ACTIONS ARE DRAFT, PENDING APPROVAL OF THE MINUTES Partnerships (City-Funded Projects) 25. YMCA - Jean Benson (3-year agreement / $44,000) 26. YMCA - Youth & Government ($12,000) B. COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUNDING RECOMMENDATIONS SUMARY FOR FY 2023-2024 Senior Contracts and Grant Analyst Barron presented the staff report and responded to Committee Member inquiries. Following discussion, MOTION BY COMMITTEE MEMBER KELLY, SECOND BY COMMITTEE MEMBER HILEMAN, CARRIED 5-0, to recommend that the City Council Award CDBR Funding in the amount of $393,904.00 to the following organizations: Public Services 1. Desert Aids Project ($10,000) 2. Desert Access & Mobility ($0) 3. Elder Love USA, Inc. ($19,000) 4. Fair Housing Council of Riverside County ($21,500) 5. Operation Safehouse, Inc. ($8,500) Public Facilities and Improvements 6. City of Palm Desert (Cahuilla Hills ADA / $146,124.00) 7. Desert Arc ($30,000) 8. The Joslyn Center ($80,000) 9. The Ranch Recovery Centers ($0) Administration 10. Fair Housing Council of Riverside County City of Palm Desert ($0) 11. Grant Administration ($78,780.00) 6. ADJOURNMENT The Outside Agency Funding Committee adjourned at 2:27 p.m. Respectfully submitted, Monique LomeIi, Senior Deputy Clerk Recording Secretary ATTEST: Veronica Chavez, Director of Finance Secretary APPROVED BY THE OUTSIDE AGENCY FUNDING COMMITTEE: __/__/2024 Item 2A-7 [This page has intentionally been left blank.] Page 1 of 3 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Eric Ceja, Director of Economic Development REQUEST: PROVIDE STAFF DIRECTION TO PROCEED WITH ALTERNATIVE DESIGN OPTIONS FOR LUPINE PLAZA PROJECT (PROJECT NO. CST00015) RECOMMENDATION: 1. Provide staff direction to proceed with Design Option No. 1 from the conceptual design study prepared by M.I.G for improvements to Lupine Lane and to prepare the necessary construction drawings, California Environmental Quality Act analysis, engineering services, and all other services associated with the final design and construction of a permanent Lupine Plaza. 2. Authorize the City Manager to sign and make necessary changes and amendments to the contract with Interwest Consulting Group, Inc. (“Interwest”) to reflect changes to the project scope. 3. Authorize Director of Finance to reduce budget allocation to desired Option amount for the project. BACKGROUND/ANALYSIS: In September 2020, as a response to the State of California’s COVID-19 restrictions on business operations, the City of Palm Desert installed a temporary plaza that closed traffic for a section of Lupine Lane north of El Paseo. The plaza provided an outdoor rest and eating area for visitors to El Paseo and a space for local restaurants to serve food. The temporary plaza was removed as of December 2021. In April 2022, the City Council authorized staff to work with M.I.G. consultants to explore various options to reinstate the elements of the temporary Lupine Plaza. Attached to this report is the consultant’s study, in which provided two (2) options for various degrees of improvements to the corridor. • Option 1: “Slow Street” – vehicle lanes remain open, pedestrian enhancements. • Option 2: “Full Permanent Plaza” – close street to vehicle traffic, add pedestrian amenities. At the same meeting the City Council provided direction to move forward with Option 2 of the conceptual design package, and appropriated $4,000,000 to fund the project at the June 23, 2022 City Council meeting. On September 29, 2022, the City Council approved a contract with Interwest to prepare the necessary documents to move forward with Option 2. Property and business owners, in proximity to Lupine, have expressed concern with the full street closure and have requested a reduction to the project scope to keep the street open for vehicular traffic. Staff has continued to engage these owners to provide project updates and recently heard Item 2B-1 City of Palm Desert Lupine Plaza Direction – Option 1 Page 2 of 3 feedback from this group that a reduced project scope, which would retain vehicle circulation at the street, would be supported. Strategic Plan: • Land Use, Housing & Open Space – Priority 1: “Enhance Palm Desert as a first-class destination for premier shopping and national retail businesses.” • Land Use, Housing & Open Space – Priority 5: “Utilize progressive land-use policies and standards to support ongoing and future needs.” • Tourism and Marketing – Priority 1: “Improve access to Palm Desert and its attractions to enhance the ease of lifestyle.” • Transportation – Priority 1: “Create walkable neighborhoods and areas within Palm Desert that would include residential, retail, services and employment centers, and parks, recreation, and open space to reduce the use of low occupancy vehicles.” Project Description: Staff is seeking City Council direction to either: - Reaffirm the Option 2 design and proceed with the current full-street closure, or - Amend existing contracts, as necessary, with Interwest and proceed with the Option 1 design for “slow street” improvements The approved contract with Interwest is in the amount of $562,135 for the full engineering design and construction plans to complete the full closure of Lupine Plaza. Approximately $101,000 of the contract has been spent to date. If direction is given to proceed with the Option 1 design, an amendment to the contract with Interwest is needed to reflect the reduced scope of work. An amended contract would reduce the contract amount from $562,135 to an estimated $385,000. Based on the estimated project cost, the City Council appropriated $4,000,000 to fund Option 2 of the project. Current cost estimates for the Option 2 design is around $2,500,000, while the cost estimate for Option 1 is $1,200,000. The design and engineering of the project is anticipated to last through the remainder of the year regardless of which Option the City Council selects. However, the construction timeline of the project is anticipated to be reduce by 2-months with Option 2. Project Scope Budget Timeline Business Owner Support Option 1 $1.2M 22-months (October ‘24) Yes Option 2 $2.5M 24-months (December '24) No Difference $1.3M 2 months Environment Review: The reduced scope of the project is exempt from the California Environmental Quality Act (CEQA) under section 15301(c) of the CEQA Guidelines. Item 2B-2 City of Palm Desert Lupine Plaza Direction – Option 1 Page 3 of 3 FINANCIAL IMPACT: The City Council has appropriated $4,000,000 to the construction of this project. To date, $562,135, has been allocated for design services with Interwest. It is anticipated that the reduced project scope will require an amendment to the contract with Interwest Consulting to reduce the contract from $562,135 to an estimated $385,000 and a reduction to the project cost from $4,000,000 to $1,200,000. REVIEWED BY: Department Director: Eric Ceja Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. Consultant’s Study Item 2B-3 Item 2B-4 Item 2B-5 Item 2B-6 Item 2B-7 [This page has intentionally been left blank.] Page 1 of 4 CITY OF PALM DESERT STAFF REPORT MEETING DATE: June 22, 2023 PREPARED BY: Chris Escobedo, Assistant City Manager REQUEST: REQUEST FOR DIRECTION REGARDING THE PALM DESERT LIBRARY RECOMMENDATION: Provide staff direction regarding the Palm Desert Library. BACKGROUND/ANALYSIS: On April 4, 2023, the Parks and Recreation Committee (Committee) discussed the operation and maintenance of the Palm Desert Library. As a result, the Committee developed a subcommittee to discuss library concerns and requested additional information about the library at its next meeting on May 2, 2023. On May 2, 2023, the Committee made recommendations for City Council consideration, as follows: 1. 2. Review providing enhanced services for the upcoming year and taking over the management of the library (County portion). Explore assuming the lease or purchasing the library (College portion). At the May 11, 2023, City Council meeting, staff presented a report on: • • • • • • • Palm Desert Library History Partnering Agency Responsibilities Previous Enhanced Services Service Level Comparisons Committee Recommendations County plans to enhance services Financial questions and process of withdrawal from the County system At the meeting, the Council authorized the Mayor to seek out members for a Library Taskforce and directed staff to further research and return with additional information on the option to pursue fully taking over the Palm Desert Library and have it operated as a municipal library. On June 8, 2022, the City Council voted to form and appoint the library task force. Since the May 11th meeting, staff has spent time meeting with County officials to ensure the information presented is both accurate and agreed upon, as well as meeting with Library Systems and Services (LS&S) staff on their plans for service improvements. County and LS&S staff have Item 2C-1 City of Palm Desert Palm Desert Library Page 2 of 4 expressed their strong intention of improving service levels and increasing responsiveness to the public for current service delivery. Since the inception of library services and partnership with the County, there have been several agreements related to the allocation of Palm Desert tax dollars to the County and their benefit to Palm Desert residents. According to the Riverside County Auditor Controller’s Report, approximately $4.6 million in revenue is generated from property tax and former redevelopment pass thru tax revenue from Palm Desert residents in fiscal year 2022/23. Of that amount, $3.7M is generated by the former redevelopment agency pass thru revenues and $900,000 in residual property tax. The County has indicated it is currently spending approximately $1.5 million annually for library services in Palm Desert. Additionally, with the dissolution of redevelopment in 2012, the City was required by state law to remit all pass thru funds held, pursuant to the agreements, to the County for a total of $10 million. Following the remittance of Library Funds, the City requested and was able to secure $4M to buy-out the remainder of the building and lease from the Desert Community College District who at the time was interested in selling. City staff recently met with representatives of Desert Community College District and they expressed their plans to continue to operate their portion of the existing library, which would provide an opportunity to request reallocation of the $4M towards a new facility. In staff’s estimation it would take $10M to $15M to fully renovate the existing library facility (not including the Desert Community College District portion), which at such point should warrant consideration of construction of either 1 or 2 new “City owned” library facilities with different programmatic focus in both the north and south areas of the City. Based on this information, City staff asked the County how the financials would work if the City remained or withdrew from the County library system. Below is the summary: Remain with County System • • • • County will work with work with City to increase service levels. City does not have to pay additional; Existing library revenue to be used. $4M reserved by County from former RDA library pass through. County willing to partner with the City to use the $4M for a new City library. Withdraw from the County System • • • It is estimated that $2.6M (of the $4.6M) annually would be redirected to the City and would adjust based on annual economic conditions. The County estimates current annual library expenditures at $1.5M annually. County staff is supportive of transferring the $4M reserved by County for the City to construct a new facility, Board approval and negotiations with Desert Community College would need to take place. Based on the current library operation expense, the revenue projected revenue exceeds the cost, which would support withdrawal. At the same time, the County is willing to work with the Item 2C-2 City of Palm Desert Palm Desert Library Page 3 of 4 City to enhance service levels should the City remain in the County system. Staff is seeking direction from Council on which direction it would like to proceed and based on the direction the bullet points below provide the necessary workplan to effectuate those outcomes. Remain with County System • • • • Library now fully staffed with interim librarian. Develop plan with task force and community on service enhancements. Agreement with County to clarify funding. Restructure lease with Desert Community College District on facility. Withdraw from the County System • • • • • • • Commencement of service July 1, 2024. Conclude legal analysis of all agreements. Approve notice to withdraw and adopt ordinance to establish municipal ordinance for library services, which needs to be in place before December 2023. Negotiate withdrawal agreement with County which needs to be concluded on a parallel track as the notice to withdraw and municipal ordinance. Negotiate a short-term lease with Desert Community College District and in place by December 2023. Develop staffing and service model with taskforce and community also determined by December 2023. Identify new locations and funding source for construction and operation of City owned library. Policy Questions Staff is seeking direction on the following policy questions: 1) a. b. 2) a. b. c. d. e. Does the Council want to remain with the County Library System? Stay at the current location or a new one in partnership with the County. Enhance existing service levels from the annual revenue amount with taskforce and community input. Withdraw and establish a municipal library system? Issue notice and establish municipal district through ordinance. Negotiate withdrawal agreements with County. Short term lease with Desert Community College District. Develop staffing options with taskforce and community input. Assess current library, identify new locations and new build options. In either option, staff would work to facilitate the necessary items to commence on July 1, 2024. Item 2C-3 City of Palm Desert Palm Desert Library Page 4 of 4 FINANCIAL IMPACT There is no direct financial impact associated with this report, however, subsequent reports will require financial consideration based on the direction provided from City Council as a result of this report. REVIEWED BY: Department Director: Chris Escobedo City Attorney: Isra Shah Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman Item 2C-4 Page 1 of 5 CITY OF PALM DESERT/PALM DESERT HOUSING AUTHORITY STAFF REPORT MEETING DATE: June 14, 2022 PREPARED BY: Jessica Gonzales, Housing Manager REQUEST: APPROVE AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT, RELATED RESOLUTIONS, LOANS IN THE AMOUNT OF $3,425,000 AND $3,330,000 RESPECTIVELY FROM THE CITY AND THE AUTHORITY, AND ACTIONS RELATED TO THE CONVEYANCE OF THE PARCELS IDENTIFIED AS APN 694-120-028 AND A PORTION OF 694-120-029 FOR AFFORDABLE HOUSING RECOMMENDATION: 1. Approve a City Resolution and an Authority Resolution approving an Amended and Restated Disposition, Development and Loan Agreement, substantially in the form attached hereto (“Amended and Restated DDLA”) and its exhibits, for the purchase of the Property and construction of 239 affordable housing units and two manager units in one phase (“Project”). 2. Authorize the City to make a purchase money loan to the Developer for the purchase price of the Property ($3,425,000), to be repaid from a percentage of residual receipts (i.e., net income) from the Project over the term of the loan, with any accrued interest and unpaid principal coming due 55 years from the completion of the Project, with such loan being secured by a subordinate deed of trust on the Project. 3. Authorize the Director of Finance to appropriate from Unobligated Housing Asset Fund balance to the appropriate budget line item. 4. Authorize the Director of Finance to designate the repayment of the City loan for the purpose of future affordable housing. 5. Authorize Mayor/Chairman, staff, and legal counsel to execute and record agreements and necessary documents to effectuate the resolutions, including the conveyance of the Property, the funding commitments, and related actions for the Project as set forth in the Amended and Restated DDLA. BACKGROUND/ANALYSIS: On October 13, 2022, City Council approved the conveyance of a City owned 10-acre parcel identified as APN 694-120-028 and a 0.49-acre parcel identified as a portion of APN 694-120- 029 (the “Property”) to Palm Companies, LLC (“Developer”) and the Housing Authority Board approved loans in the total amount of $6,755,000 to the Developer pursuant to a Disposition, Development and Loan Agreement, (“DDLA”), for the purchase of the Property and construction of 239 affordable housing units and two manager units in two phases (“Project”). As part of the approval, the Developer was authorized to submit applications to the various financial funding sources identified for the Project. The application submitted to the California Debt Limit Allocation Committee (“CDLAC”) did not score sufficient points for an allocation of tax-exempt bonds (“Tax-Exempt Bonds”) and federal and state tax credits (“Tax Credits”). However, the Project did receive a $6,700,000 loan from the County of Riverside (“County”) as well as 45 project-based vouchers (“PBVs”). Item 2D-1 City of Palm Desert and Housing Authority Amended and Restated DDLA – Palm Communities Page 2 of 5 As a result, the Developer, now known as Palm Companies, LLC, is requesting amendments to the DDLA to extend the escrow closing to June 2026, extend the project completion date to June 30, 2028, to modify the Project to consist of only one phase, modify the City and Authority’s affordability restrictions, the City provide a loan in the amount of $3,425,000 (fair market purchase price), and decrease the Authority’s loans from the Low and Moderate Income Housing Asset Fund (“Housing Funds”) from $6,755,000 to $3,330,000. Attached is the proposed Amended and Restated DDLA among the City, Authority and Developer. Adoption of the resolutions will approve the Amended and Restated DDLA with the Developer, which provides for the conveyance of the Property in one phase and two loan commitments in the amount of $3,425,000 and $3,330,000 respectively from the City’s purchase price of the Property (the “City Loan”) and the Authority’s Housing Funds (the “Authority Loan”), pursuant to the terms and conditions of the Amended and Restated DDLA. The Amended and Restated DDLA requires the City to sell the Property to the Developer for a total of three million four hundred twenty-five thousand ($3,425,000) and also carryback a loan in the same amount instead of receiving $3,425,000 in cash at the time of sale. The purpose of this change is to allow the Project to receive additional points in the MHP Loan application. The Amended and Restated DDLA also decreases the Authority Loan from $6,755,000 from the Housing Fund to $3,330,000 to the Developer for construction. The Developer has also requested that the affordability unit mix be slightly modified in order to allow for the MHP Loan request to be maximized. Finally, the Amended and Restated DDLA authorizes the City/Authority’s staff and legal counsel to proceed to execute and record any agreements and documents deemed necessary for the conveyance of the Property and the financing and construction of the Project, including the City Manager’s right to terminate if Tax-Exempt Bonds are not awarded to the Project by end of 2024. If the required funding sources are awarded to the Project, the Property owned by the City will be sold, subject to satisfaction of the conditions to closing for a single phased Project, which are typical closing conditions for a DDLA. Conditions to the closing of the sale of the Property include the recording of a parcel map, payment of grading permit fees and all final parcel map fees and recording of certain easements (which may occur at the close of escrow) for access over a portion of adjacent property owned by the City (providing access to remove sand adjacent to a future boundary wall). The attached City and Authority resolutions approve the Amended and Restated DDLA, including the exhibits attached thereto, substantially in the form presented to the City Council and Authority Board at this meeting (“Amended and Restated DDLA Documents”) and authorize staff and officers of the City and Authority to finalize, execute and record the Amended and Restated DDLA Documents, as applicable, and any other agreements and documents necessary to implement the Amended and Restated DDLA Documents at the closing of escrow. Project: The Project will be operated for a period of fifty-five (55) years following the date of Certificate of Occupancy (“COO”) for the Project to provide rental housing affordable to persons and families of low and extremely low income in accordance with the affordability restrictions Item 2D-2 City of Palm Desert and Housing Authority Amended and Restated DDLA – Palm Communities Page 3 of 5 contained in the Amended and Restated DDLA Documents and in accordance with the MHP guidelines, Tax-Exempt Bonds, 4% Federal Tax Credits, County Loan and PBVs being used to finance the Project. To the extent necessary, the City and the Authority will subordinate the deed of trust securing the Loan (as described below) to the liens and encumbrances of the Project’s construction and permanent lenders. However, the City and Authority will not subordinate their interests in the Density Bonus Housing Agreement (described below) or the City and Authority Housing Agreements (described below) to such liens or encumbrances. Contractor: The Project contractor will be an affiliate of the Developer. In lieu of requiring multiple bids from third party contractors, City staff has confirmed that the contract price is reasonable given the requirement of State and Federal prevailing wages, increasing interest rates and construction costs. However, the Amended and Restated DDLA requires, as a condition to closing, that the Developer provide to the Authority the primary construction lender’s cost analysis, or, alternatively, that the Developer pay for a City obtained cost review. Density Bonus Housing Agreement: In order to develop the 241-unit Project, the approved entitlements include the use of the City’s Density Bonus Ordinance, which also allows for fewer parking spaces to be included in the Project than required by the City’s Municipal Code. The Density Bonus provision was able to be used by the Project because at least 20% of the units will be restricted to Very-Low Income households. The Density Bonus Housing Agreement has a term of fifty-five (55) years from COO. City Loan Terms. The City Loan shall be in the principal amount of $3,425,000, and the City Loan will commence from the completion of the Project and have a term of fifty-five (55) years from the COO, bear simple interest at three percent (3%) per annum and will be repaid from a proportional share of fifty percent (50%) of the Project’s residual receipts and the loan will be due and payable at the end of the loan term. The City loan will be used for acquisition of the Property. Staff recommends the repayment of the City loan be designated for future affordable housing. Authority Loan Terms. The Authority Loan shall be in the principal amount of $3,330,000 from the Authority’s Housing Asset Fund, and commence as of the effective date of the Loan Agreement and have a term of fifty-five (55) years from the COO, bear simple interest at three percent (3%) per annum and will be repaid from a proportional share of fifty percent (50%) of the Project’s residual receipts and the Authority Loan will be due and payable at the end of the loan term. The Authority loan will be used for some of the costs of construction. City and Authority Housing Agreements: The Housing Agreements for the Project will restrict all units in the Project to households that have incomes that do not exceed the following percentages of the Riverside County area median (AMI) income: 72 units restricted to 30% of the AMI or less (approximately 30% of the units), 121 units restricted to 59% of the AMI or less (approximately 50% of the units), and 46 units restricted to 80% of the AMI or less (approximately 20% of the units). One two-bedroom unit and one three-bedroom unit will be set-aside for the onsite managers. Item 2D-3 City of Palm Desert and Housing Authority Amended and Restated DDLA – Palm Communities Page 4 of 5 Total development costs for the single phased Project, including land costs, are estimated at $155,370,000. The Project is intended to be funded by leveraging multiple funding sources including: State MHP Loan, Tax-Exempt Bond proceeds, 4% Federal Tax Credits, a $6,700,000 County Loan, an aggregate of one-hundred and twenty (120) PBVs provided by the County, deferred and contributed developer fee, the City and Authority Loans. In order to evaluate the Developer’s funding request, the Authority engaged the services of Keyser Marston Associates, Inc. (“KMA”), a state-wide provider of affordable housing consulting services, to provide technical assistance related to determining whether or not the Project's updated pro forma projections, feasibility and the request for the Loans were reasonable. In evaluating the Developer’s request for the City and Authority Loans to assist with the purchase of the Property and construction of the Project in one phase, KMA conducted a detailed review of the Developer's pro forma. The Project's assumptions, methodologies, and calculations were reviewed and evaluated for reasonableness and accuracy. KMA presented its analysis in a financial gap analysis memorandum, dated June 13, 2023, which is attached to this staff report. KMA’s analysis concluded that the Project still has a $6,755,000 financial gap, or $28,000 per unit, thus the Developer’s request for financial assistance is still warranted. In comparison, the Authority agreed to provide $22,400 per unit in assistance to the Vitalia project in August 2021 and $41,100 per unit to the Urban Housing Community (“UHC”) project in July 2022. KMA concludes in their financial gap analysis memorandum: 1. The $644,700 per unit estimate for total development costs are reasonable given the Project scope of work, federal and state prevailing wage requirements, increasing interest rates and current inflationary market conditions. 2. The total development costs increased by 20% since the last KMA analysis in October 2022 due to the Developer not including all of the costs associated with the onsite improvement conditions of approval in the October 2022 pro forma and interest rates increasing significantly during that same time period. 3. While the financial gap remains at $6,755,000, the Authority will not be providing the land purchase price ($3,425,000) from the Housing Fund. Instead, the City will not receive an upfront payment for the Site but instead carryback a residual receipts loan that is estimated to generate approximately $735,000 in present value terms. In contrast, the Authority will only be providing $3,330,000 from the Housing Asset Fund to the Project and will have an additional $3,425,000 to spend on another affordable housing project. 4. For RHNA purposes, the City will be able to add 72 extremely-low income units to the City’s housing inventory as well as 24 very-low income units, and 143 low income units (59% AMI and 80% AMI) and two above moderate units. 5. The Project meets the State compliance requirements for use of the Housing Funds of at least 30% of the Housing Funds are being spent on extremely-low income households and no more than 20% of the Housing Funds are being used to benefit households earning 60% to 80% AMI. By making the City and Authority Loans to the Developer, the City and Authority will benefit from 239 units restricted to extremely-low and low income households for a term of 55-years. Item 2D-4 City of Palm Desert and Housing Authority Amended and Restated DDLA – Palm Communities Page 5 of 5 Therefore, staff requests approval of the actions described herein in order to allow the Developer to meet the deadline to submit an MHP application to the State and pursue the other funding sources identified. If the City Council and Authority Board approve such request and the Developer is awarded the proposed funding sources, staff and legal counsel will finalize the DDLA Documents, which were provided in substantial form at this meeting, and any other documents deemed necessary or proper for the conveyance of the Property and the financing and construction of the Project. Strategic Plan: One of the priorities of the City’s Envision Palm Desert Strategic Plan, as part of Land, Use, Housing and Open Space, is to facilitate development of high-quality housing for people of all income levels. This request meets that objective by diversifying the City’s housing stock for lower income households. FINANCIAL IMPACT: An appropriation from the Authority’s Housing Fund will be decreased from the previously approved $6,755,000 to an amount not to exceed $3,330,000, or $13,800 per unit. Funds are available from the Authority’s Housing Fund unobligated fund balance. The above-identified funding will only be provided upon the Developer’s satisfaction of the Amended and Restated DDLA terms and conditions contained therein, including, but not limited to, providing proof, satisfactory to the Authority, that the Developer has financing commitments from all other sources of financing necessary to fund the Project as permit ready. The financial impact to the City is that the Amended and Restated DDLA no longer provides the City with an upfront cash payment for the Site. Instead, the City will convey the Site to the Developer and carry a City Loan that will be repaid by the Developer from a share of residual receipts that is projected to generate approximately $735,000 in present value terms. Staff recommends designating the loan repayment for future affordable housing purposes. REVIEWED BY: Department Director: Eric Ceja City Attorney: Robert Hargreaves Special Counsel: Bruce W. Galloway Finance Director: Veronica Chavez Assistant City Manager: Chris Escobedo City Manager: Todd Hileman ATTACHMENTS: 1. City Resolution 2. Authority Resolution 3. KMA Memorandum, (Palm Villas at Millennium- Financial Gap Analysis, dated 6/13/2023) 4. Amended and Restated Disposition, Development and Loan Agreement Item 2D-5 RESOLUTION NO. ____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT APPROVING AN “AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT” REGARDING “PALM VILLAS AT MILLENIUM” AMONG THE CITY, AS LESSOR, THE PALM DESERT HOUSING AUTHORITY, AS LENDER, AND PALM COMMUNITIES, A CALIFORNIA LIMITED PARTNERSHIP, AS LESEE/ BORROWER/DEVELOPER, IN CONNECTION WITH APPROXIMATELY 10.49 ACRES OF PROPERTY OWNED BY THE CITY, AND TAKING RELATED ACTIONS RECITALS: A. The City of Palm Desert (“City”) owns that approximately ten and half (10.49) acre site located in the City of Palm Desert as more particularly described in Exhibit A to the form of the Amended and Restated Disposition, Development and Loan Agreement (“Amended and Restated DDLA”) by and among the City, the Palm Desert Housing Authority (“Authority”) and Palm Communities (“Developer”) attached hereto as Exhibit “A” (the “Property”). The Amended and Restated DDLA contemplates that City shall process a Parcel Map to develop the Property. B. The Property has been declared exempt surplus land by the City Council of the City under Government Code Section 54221(f)(1)(A) and the City Council has concluded, based on the Developer's site plan and proposed affordability, that the proposed Project (described below) meets the affordability and design requirements of Government Code Section 37364. The California Department of Housing and Community Development has confirmed such exemption in writing. C. On October 13, 2022, City Council approved the conveyance of a City owned 10- acre parcel identified as APN 694-120-028 and a 0.49-acre parcel identified as a portion of APN 694-120-029 (the “Property”) and the Housing Authority Board approved loans in the total amount of $6,755,000 to Palm Communities pursuant to a Disposition, Development and Loan Agreement, (“DDLA”), for the purchase of the Property and construction of 239 affordable housing units and two manager units in two phases (“Project”). D. In order to facilitate obtaining necessary financing for the development of the Property, Developer, City and Authority desire to amend and restate the First DLDA in order to (i) eliminate the phasing of the development of the Property; (iii) alter the amount and terms of the Authority loan described in the First DDLA; (iv) City providing a loan in the amount of the purchase price for the Property ($3,425,000), and (iv) extend the deadline for closing the transaction. E. The Amended and Restated DDLA contemplates that the Developer construct, in one phase, two hundred forty-one (241) units of housing, two hundred thirty-nine (239) of Item 2D-6 RESOLUTION NO. -2- 12812-0001\2726242v1.doc which shall be made available to and occupied by low-income households and extremely low-income households, and two (2) of which shall be on-site manager’s units. H. The DDLA contemplates that, concurrently with the conveyance of the Property to the Developer, the City shall grant (i) an easement over Parcel 9, an adjacent City-owned parcel, to allow ingress and egress to the Phase I Parcel through the Phase II Parcel; and (ii) an access easement over Parcel 9 to allow the Developer to clear any accumulated sand adjacent to a future boundary wall. J. Developer has applied for and received a density bonus (including reduced parking and increased density) for the Development pursuant to City Resolution No. 2022-24. K. The City has determined in City Resolution 2022-24 that the proposed project does not require additional review under the California Environmental Quality Act. L. The City Council desires to adopt this Resolution to approve the Developer’s purchase of the Property from the City pursuant to the Amended and Restated Disposition, Development and Loan Agreement by and among the City, the Developer and the Palm Desert Housing Authority, as lender, attached hereto as Exhibit “A” (the “Amended and Restated DDLA”), including the Housing Agreements attached thereto (as exhibits) which constitutes the density bonus agreement, the City loan for the purchase price, subject to the conditions to closing and closing deadlines in the Amended and Restated DDLA and the pre-closing deadlines for construction. M. The Amended and Restated DDLA requires as a condition to escrow closing that the City and Authority make the applicable secured residual receipts loan as described in the Amended and Restated DDLA; such secured loan is to provide that failure to comply with the Schedule of Performance attached to the Amended and Restated DDLA shall be a default under the applicable loan. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution. SECTION 2. In accordance with Government Code Section 37364, the City Council hereby finds that the Property can be used to provide housing affordable to persons and families of low or moderate income and that this use is in the City’s best interests. SECTION 3. The Amended and Restated DDLA in the form attached hereto as Exhibit “A” is hereby approved. The City Manager of the City is hereby authorized to execute and deliver the Amended and Restated DDLA, for and in the name of the City, in substantially such form, with changes therein as the City Manager may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Item 2D-7 RESOLUTION NO. -3- 12812-0001\2726242v1.doc SECTION 4. The Director of Finance is hereby authorized to appropriate $3,425,000 from the Uncommitted General Fund Reserve to the appropriate budget line item(s). SECTION 5. The members of the City Council and the officers and staff of the City are hereby authorized, jointly and severally, to take any other such actions as they deem necessary or proper to effectuate the purposes of this Resolution and the Amended and Restated DDLA, and all actions previously taken are hereby ratified and confirmed. The City Manager of the City is authorized to execute, deliver and record, on behalf of the Authority, all documents contemplated by the Amended and Restated DDLA. SECTION 6. The City Clerk shall certify to the adoption of this Resolution and the same shall take effect and be in force. PASSED, APPROVED, AND ADOPTED this 22nd day of June, 2023. AYES: NOES: ABSENT: ABSTAIN: KATHLEEN KELLY MAYOR ATTEST: ANTHONY J. MEJIA, CITY CLERK Item 2D-8 EXHIBIT “A” FORM OF DDLA (Attached.) Item 2D-9 RESOLUTION NO. HA-________ A RESOLUTION OF THE PALM DESERT HOUSING AUTHORITY APPROVING AN “AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT” REGARDING “PALM VILLAS AT MILLENIUM” AMONG THE AUTHORITY, AS LENDER, THE CITY OF PALM DESERT, AS SELLER, AND PALM COMMUNITIES, A CALIFORNIA CORPORATION, AS BUYER/BORROWER/DEVELOPER, APPROPRIATING FUNDS IN CONNECTION THEREWITH, AND TAKING RELATED ACTIONS RECITALS: A. Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court’s decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the former Palm Desert Redevelopment Agency (the “Former Agency”) was dissolved as of February 1, 2012, the Successor Agency to the Palm Desert Redevelopment Agency (the “Successor Agency”), as the successor entity to the Former Agency, was constituted, and a board of the Successor Agency (the “Board”) was established. B. AB X1 26 added Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) to Division 24 of the California Health and Safety Code (“HSC”) (such Parts 1.8 and 1.85, including amendments and supplements enacted after AB X1 26, being referred to herein as the “Dissolution Act”). C. Pursuant to HSC Section 34176(b), the City Council of the City of Palm Desert (the “City”) adopted Resolution No. 2012-07, electing for the City to not retain the responsibility for performing housing functions previously performed by the Former Agency, and determining that all of the assets, as allowed by law, and all rights, powers, liabilities, duties, and obligations associated with the housing activities of the Former Agency, including unexpended funds that are to be used for low income housing, be transferred to the Palm Desert Housing Authority (the “Authority”). D. Palm Communities, a California corporation (the “Developer”) intends to acquire approximately 10.49 acres of land from the City of Palm Desert (the “Property”) and proposes to construct thereon a 241-unit multi-family residential apartment community for households with incomes up to 80% of the area median income in one phase, as well as access and sand maintenance easements (the “Project”). The Property and easements, and the Project, are more particularly described in the Amended and Restated Disposition, Development and Loan Agreement attached hereto as Exhibit “A” (“DDLA”). E. The Developer has submitted a funding request to the City and Authority to make loans to the Developer in the amount of $3,425,000 (the “City Loan”) and $3,330,000 (the “Authority Loan”) respectively to assist the Developer in the acquisition and development of the Project; the Authority Loan would be disbursed by the Authority Item 2D-10 RESOLUTION NO. _______ -2- 12812-0001\2726238v1.doc to the senior construction lender to pay for costs of the improvements on the Property (parri passu with disbursements of the construction loan proceeds of the senior construction lender); as described under the Amended and Restated DDLA. The Project is intended to be funded by leveraging multiple funding sources, including a state Multifamily Housing Program (“MHP”) Loan or similar state funding, County Loan, County project-based vouchers, tax credits, deferred developer fees the City Loan, and the Authority Loan. G. The Authority, as the housing successor to the Former Agency, wishes to approve the Amended and Restated DDLA (and the documents attached as exhibits thereto, including the promissory notes for the City and Authority Loans, deeds of trust for the City and Authority Loans, housing agreement restricting the households by income levels and rents permitted, (as required by applicable law), which includes deadlines for closing of the City and Authority loans/land purchase (December 30, 2024) and for completion of the improvements on the Property. NOW, THEREFORE, THE PALM DESERT HOUSING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct and are a substantive part of this Resolution. Section 2. The Amended and Restated DDLA, in the form attached hereto as Exhibit “A”, is hereby approved. The Executive Director of the Authority is hereby authorized to execute and deliver, for and in the name of the Authority, the Amended and Restated DDLA in substantially such form, with such changes thereto as the Executive Director, in consultation with the Authority legal counsel, may deem appropriate or necessary and consistent with the purposes of this Resolution (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. The Director of Finance is hereby authorized to appropriate $3,330,000 from the Unobligated Housing Asset Fund Balance to the appropriate budget line item(s). Section 4. The Amended and Restated DDLA does not bind the Authority to make the Authority Loan unless the applicable tax credits and other debt and equity necessary to complete the improvements shall have been awarded/committed, and all other conditions described in the Amended and Restated DDLA to the closing shall have been satisfied. Section 5. The members of this Board and the officers and staff of the Authority are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and the Amended and Restated DDLA, including the exhibits thereto, including negotiating and preparing agreements and documents, and any such actions previously taken are hereby ratified and confirmed. Item 2D-11 RESOLUTION NO. _______ -3- 12812-0001\2726238v1.doc Section 6. The Executive Director of the Authority is authorized to execute, deliver and record, on behalf of the Authority, all documents contemplated by the Amended and Restated DDLA. Section 7. The Secretary shall certify to the adoption of this Resolution and the same shall take effect and be in force. PASSED, APPROVED and ADOPTED ON THIS 22nd day of June 2023, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: KATHLEEN KELLY, CHAIRMAN ATTEST: ANTHONY J. MEJIA, SECRETARY PALM DESERT HOUSING AUTHORITY Item 2D-12 EXHIBIT “A” FORM OF AMENDED AND RESTATED DDLA (Attached.) Item 2D-13 777 SOUTH FIGUEROA STREET, SUITE 2555  LOS ANGELES, CALIFORNIA 90017  PHONE 213.622.8095 2306004:PD;JLR WWW.KEYSERMARSTON.COM 17166.015.001 ADVISORS IN: Real Estate Affordable Housing Economic Development BERKELEY A. Jerry Keyser Timothy C. Kelly Debbie M. Kern David Doezema LOS ANGELES Kathleen H. Head James A. Rabe Gregory D. Soo-Hoo Kevin E. Engstrom Julie L. Romey Tim R. Bretz SAN DIEGO Paul C. Marra Linnie A. Gavino MEMORANDUM To: Jessica Gonzales, Housing Manager Palm Desert Housing Authority From: Julie Romey Date: June 13, 2023 Subject: Palm Villas at Millennium – Updated Financial Gap Analysis At the request of the Housing Authority (“Authority”) in the City of Palm Desert (City), Keyser Marston Associates, Inc. (“KMA”) prepared an updated financial gap analysis to reflect the Palm Companies, LLC (“Developer”) revised proposal to develop a 241 unit affordable apartment project (“Project”) on the 10.49-acre City-owned site located on the north side of Gerald Ford Drive between Cook Street and Portola Road (“Site”). While a two phase development was previously analyzed in October 2022, and approved by the City in November 2022, the Developer is now proposing a single phased development. Since October 2022 when the City agreed to sell the Site to the Developer for $3,425,000 and the Authority, acting as the Housing Successor (collectively referred to as “Authority”), agreed to provide up to $6,755,000 in financial assistance to the Developer, the Developer was able to obtain a $6,700,000 loan commitment from Riverside County (“County”) as well as 45 Project Based Vouchers (“PBVs”). However, the Project did not receive a tax-exempt bonds (“TEB”) allocation from the California Debt Limit Allocation Committee (“CDLAC”) earlier in 2023. The following analysis reviews the changes to the proposed Project since October 2022 as well as determines whether the requested financial assistance is warranted. Item 2D-14 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 2 2306004:PD;JLR 17166.015.001 EXECUTIVE SUMMARY The City and Developer have been working on entitling the Site and negotiating the deal terms for the Project since 2020. The Project was entitled and approved in November 2022 and the Authority agreed to provide $6,755,000 to the Project to purchase the land from the City as well as provide construction financing assistance. While the Project description and financing stack has evolved, the current proposal received by the Authority details a financial assistance request to secure the Site and assist with the construction of the Project in one phase as well as change the compensation to the City for the Site. The financial request has decreased from $6,755,000, or $28,000 per unit, from the Authority’s Low and Moderate Income Housing Asset Fund (“LMIHAF”) to $3,330,000 in exchange for 72 units to be restricted to extremely-low income (“ELI”) households, 121 units restricted to households earning up to 59% of the Riverside County Area Median Income (“AMI”), and 46 units to be restricted to households earning up to 80% AMI. Two units will be unrestricted and set-aside for two onsite managers. In order to maximize the MHP application points the Developer has requested that the City sell the Site for $3,425,000 and provide a residual receipts land carryback loan instead of receiving $3,425,000 in upfront proceeds. The anticipated non-Authority/City funding sources are as follows: Proposed Funding Sources Allocation Entity Status Estimated Amount Tax-Exempt Bonds CDLAC Competitive Process (Approximately Two Awards/Year) $77,161,000 Taxable Tail N/A N/A $20,589,000 4% Federal Tax Credits TCAC Awarded with TEBs $64,067,000 Permanent Loan N/A N/A $28,716,000 County Loan County Awarded in 2022 $6,700,000 TUMF Fee Waiver Coachella Valley Association of Governments Procedural $354,000 Contributed Developer Fee N/A N/A $10,750,000 Deferred Developer Fee N/A N/A $4,707,000 Project Based Vouchers County Awarded in 2022 45 PBVs Project Based Vouchers County Competitive Process (Approximately One Award/Year) 75 PBVs Item 2D-15 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 3 2306004:PD;JLR 17166.015.001 KMA updated the financial gap analysis of the Project and concluded the following: 1. KMA concluded that the development costs, estimated at $644,700 per unit (including land) by the Developer are reasonable given the prevailing wage requirements, increasing interest rate environment and current inflationary market conditions. The $25,406,000 increase, or 20% increase in costs also takes into account that the Developer did not include all of the costs associated with the onsite improvement conditions of approval in the October 2022 pro forma. Assuming the above-mentioned funding sources are provided to the Project, KMA concludes that Project still has a $6,755,000 financial gap. 2. The $6,755,000 in financial assistance will be provided to the Project as two separate residual receipts loans, as follows: a. The City will sell the Site to the Developer and carry back a residual receipts loan (“City Loan”). The loan will have a 55 years from Certificate of Occupancy (“COO”) loan term, a 3.0% simple interest rate, annual loan payments from residual receipts, and will be due and payable at the end of the term. Therefore, instead of receiving a $3,425,000 cash payment as agreed to in November 2022, the City will receive payments for the land over the 55 year loan term from approximately 3.65% of the annual residual receipts. Based on the KMA cash flow, the City Loan is projected to not be paid back in full until the end of the loan term, and the present value of the loan payments is estimated at $735,000, which is an estimated $2,690,000 decreased in expected proceeds for the Site. b. The remaining $3,330,000 will be financed from the Authority’s LMIHAF and also structured as a residual receipts loan (“Authority Loan”). The loan will have a 55 years from Certificate of Occupancy (“COO”) loan term, a 3.0% simple interest rate, annual loan payments from residual receipts, and will be due and payable at the end of the term. The Authority is estimated to receive 3.55% of the residual receipts as annual payments, however, the Authority Loan is also not anticipated to be paid off until the end of the loan term. KMA projects that the present value of the loan payments is $757,000. Item 2D-16 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 4 2306004:PD;JLR 17166.015.001 c. Both the City Loan and Authority Loan will be subordinated to the tax- exempt bonds, construction and permanent loans, the MHP Loan and the County Loan. 3. The proposed use of $3,330,000 LMIHAF for the Project meets the income targeting requirements on a project basis. However, between now and the end of the Fiscal Year 2024/25, the Authority needs to commit an additional $13,000,000 in LMIHAF, with all the units restricted at or below 59% AMI in order for the Authority to be in compliance with State law by the end of the reporting period. 4. The affordability restrictions associated with the City Loan and the Authority Loan that will be placed on the Project in exchange for the financial assistance are in accordance with H&SC Section 50053: a. The following are the restrictions that will be placed on the Site by the Authority and the City, excluding two (2) onsite manager units: b. The affordability restrictions will remain in place for 55 years from COO. c. The regulatory agreement will not be subordinated. d. These restrictions will also meet the Surplus Land Act (“SLA”) requirements. 5. The City will also be restricting 24 units to very-low income households under the City’s Density Bonus Ordinance. BACKGROUND STATEMENT The following summarizes the history of the proposed Project: Authority and City Loan Restrictions Extremely- Low Income 31% - 59% AMI Low Income Total Restricted Units 1-Bedroom Units 12 18 0 30 2-Bedroom Units 53 96 0 149 3-Bedroom Units 7 7 46 60 Total Units 72 121 46 239 Item 2D-17 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 5 2306004:PD;JLR 17166.015.001 According to the approved entitlements, prior to the conveyance of the Site the City will merge the Parcel and Additional Parcel to create the Site. The Site has a land use designation of Town Center Neighborhood (“TCN”) in the General Plan and a zoning designation of Planning Residential (“PR-22”) in Planning Area 8 High Density (10 acres) and Open Space in Planning Area 9 (0.49 acres) within the Millennium Palm Desert Specific Plan. To develop the 241 unit Project, the approved entitlements include the use of the City’s Density Bonus Ordinance, which also allows for fewer parking spaces to be included in the Project than required by the City Code. The Density Bonus provision was able to be used by the Project as at least 20% of the units will be restricted to very-low income households that earn up to 50% of the Riverside County Area Median Income (“AMI”). The tables included in the KMA financial analysis are located at the end of this memorandum and are organized as follows: 2006 May 27, 2021 March 10, 2022 March 10, 2022 October 2022 October 2022 Fall 2022 Early 2023 April 2023 Developer requested that the City revise the DDA approved in 2022 so that the Project will be built in one phase. Project History City Council adopted the 2021-2029 Housing Element for the 6th Cycle, which allocates that the Site provide a minimum of 240 units for affordable housing. Planning Commission and City Council approved the proposed entitlements and DDA. Authority approved providing $6,755,000 to a 241-unit project to be built in two phases. Developer submitted an application to the Riverside County Housing Authority for 45 PBVs and a $6,700,000 loan, which was approved. Developer submitted an application to CDLAC for tax-exempt bonds and did not receive an allocation. The City purchased a 35-acre parcel ("City Property") with former Palm Desert Redevelopment Agency ("Agency") bond proceeds. City Council adopted Resolution NO. 2021-27 declaring 10-acres of real property located on the north side of Gerald Ford Drive between Cook Street and Portola Avenue ("Parcel") as exempt surplus land under Government Code Section 54221(f)(1)(A) because the City intended to transfer the parcel to the Developer for the developmetn of an affordable housing project pursuant to Government Code Section 37364. The City issued a notice of availability in accordance with the Surplus Land Act and Developer was the respondent with the highest number of affordable units proposed and deepest affordability. Upon request of the Developer to proceed with the development of the Project, City Council adopted Resolution NO. 2022-24 declaring an additional 0.49-acre portion of the adjoining City Property ("Additional Parcel") as exempt surplus land and to be added to the Site. Item 2D-18 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 6 2306004:PD;JLR 17166.015.001 PROJECT DESCRIPTION The updated scope of development can be described as follows: 1. The Site is comprised of 456,944 square feet of land area and is zoned Planned Residential (“P.R.”) with a designated zoning allowance for 20 units per acre, or 210 units. In order to construct the 241 unit Project, the Developer received approval for entitlements that included a 15% density bonus. 2. The Site is currently vacant with no environmental remediation expected to be required. However, the Developer is including noise mitigation measures by providing a solid block masonry fence on the north and south property lines. Additional noise mitigation features will be transparent panels on the balconies facing the street. In response to water drainage issues, the Project will include improvements to the WQMP water retention basins. 3. The Project will include 241 rental housing units, which equates to a density of 23 units per acre, in 14 two- and three-story buildings with the following unit mix: 4. The gross building area (“GBA”) for the Type V buildings is 248,171 square feet, which equates to a FAR of 0.54, and includes the following: Table 1 Table 2A Proposed Affordability Requirements Table 2B Stabilized Net Operating Income Table 3 Financial Gap Analysis Table 4 Cash Flow Analysis Financial Analysis Estimated Development Costs Unit Mix Number of Units Unit Size (Sf) 1-Bedroom Units 30 604 2-Bedroom Units 150 771 3-Bedroom Units 61 1,006 Totals/Averages 241 810 Item 2D-19 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 7 2306004:PD;JLR 17166.015.001 5. A total of 250 surface parking spaces will be provided, which equates to a 1.45 spaces per unit parking ratio. A minimum of 241 parking spaces will be covered. 6. The Project amenities will be located in a centralized recreation area and include: 7. The targeted population will be extremely-low and low income families, as well as seniors. In addition, 24 units will be set-aside as permanent supportable housing (“PSH”) units for victims of domestic violence. One two-bedroom and one three- bedroom units will be set-aside for two onsite managers. 8. The affordability restrictions for the Authority and City Loans and Density Bonus regulatory agreements are as follows. Gross Living Area 195,193 Leasing Office / Service Areas 3,781 Common Area / Circlation 49,197 Total Units 248,171 Gross Building Area Leasing Office Tot Lot Laundry Facilities Swimming Pool Project Amenities Community Room BBQ Area Shade Structures Authority and City Loan Restrictions Extremely- Low Income 31% - 59% AMI Low Income Total Restricted Units 1-Bedroom Units 12 18 0 30 2-Bedroom Units 53 96 0 149 3-Bedroom Units 7 7 46 60 Total Units 72 121 46 239 Density Bonus Restrictions Very-Low Income Low Income Total Restricted Units 1-Bedroom Units 3 0 3 2-Bedroom Units 15 0 15 3-Bedroom Units 6 0 6 Total Units 24 0 24 Item 2D-20 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 8 2306004:PD;JLR 17166.015.001 9. It should be noted that the SLA requirements will be fulfilled by the Authority and City Regulatory Agreements and thus, will not be called out specifically. The following summarizes the HCD approved minimum restrictions for the property to be declared exempt surplus property: 10. The Project will be managed by a professional third-party firm, most likely ConAm Management Corporation. 11. Onsite tenant services are proposed to be provided by Communities Advocating for Resident Empowerment (“CARE”), a third-party service provider. The tenant services will include and are not limited to skill building classes, computer training, English as a Second Language, GED classes, resume development, job application support, job preparedness, financial literacy, parenting classes, homebuyer education, health/nutrition/exercise classes, smoking cessation classes, etc. 12. The 24 PSH units that will be set-aside for victims of domestic violence will be provided with intensive case management services (“ICMS”) by a yet to be determined nonprofit. 13. The following summarizes the projected timeline for the Project. It should be noted that if the Project does not receive a TEB allocation from CDLAC by the end of 2024, the DDA between the City and Developer may be terminated by the City. Surplus Land Act Minimum Requirements # of Units Project Status At least 80% of Site is dedicated to housing N/A 100%, minus amenities Met 40% of Net Units restricted to Low Income Households or Below 96 239 Units Met 50% of Minimum Affordable Units at 50% AMI or less 48 120 Units Met Item 2D-21 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 9 2306004:PD;JLR 17166.015.001 Summary of Changes to Project Description The changes to the Project description since October 2022 include developing the Project in one phase instead of two phases and the inclusion of 24 units that will be targeted as PSH for victims of domestic violence. In addition, the estimated close of escrow is estimated to be November 2024 instead of June 2023. FINANCIAL ANALYSIS KMA reviewed the Developer’s updated pro forma submitted on June 13, 2023, to assist in evaluating the updated Project. Estimated Development Costs (Table 1) KMA reviewed the Developer’s development cost estimate and found the estimate to be reasonable given the current high cost conditions and increasing interest rates. However, KMA caveats that the City should review the cost estimates prior to land conveyance, and are described as follows: LAND ACQUISITION COSTS The Site is owned by the City and will be sold at the fair market value based on the highest and best use. In June 2022, CBRE updated an earlier appraisal to include the 0.49-acre Additional Parcel and arrived at a fair market value of approximately $7.50 per square Entitlements Secured / DDA Executed County 45 PBVs & Loan Awarded 1st CDLAC Application Not Allocated HCD Super NOFA Application Submitted County 75 PBVs Application Submitted County 75 PBVs Awarded HCD MHP Loan Awarded 2nd CDLAC / TCAC Application 2nd CDLAC / TCAC Awarded All Funding Secured Land Conveyance / Construction Loan Closing Construction Completion / COO Issued Permanent Loan Closing SLA Exemption Approved by HCD September 22, 2022 January 2023 July 2023 Timeline October 13, 2022 March 2023 October 2023 December 2023 June 2024 June 2027 December 2023 March 2024 November 2024 November 2026 November 2024 Item 2D-22 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 10 2306004:PD;JLR 17166.015.001 foot, or $3,425,000, which equates to $14,200 per unit, and $326,500 per acre. The appraised value is the agreed upon purchase price between the City and the Developer. DIRECT COSTS The direct cost estimates assume that the Project will be subject to both federal Davis Bacon and State prevailing wage requirements. 1. The Project is required to provide significant offsite improvements, estimated at $3,784,000.1 It should be noted that the offsite infrastructure budget is significantly higher than the offsite improvements required for the Vitalia and UHC projects that have recently been approved by the City. These improvements include sidewalks from the western property line across over to Dinah Shore and construction of access road to allow resident and emergency vehicles ingress. These assumptions should be verified by City Staff. 2. The onsite improvements, including the onsite drainage improvements, as well as the inclusion of a block wall surrounding the Project for noise abatement, are estimated at $39 per square foot of land area and $74,300 per unit. This estimate is higher than typical due to the detailed conditions of approval that were agreed to by the Developer to receive the entitlements. 3. The Project also includes mandatory solar improvements, which are estimated at $6,900 per unit plus two swimming pools and shade structures. The total estimate of these costs is $8,200 per unit. 4. The building shell costs are estimated at approximately $252 per square foot of residential building area and $519 per square foot for the community building costs. The community building costs include one manager’s unit and various amenities. 5. Furnishings, fixtures, and equipment (“FF&E”) for the Project are estimated at $140,000 for the common areas, or approximately $1,000 per unit. It should be noted that this estimate also assumes that the 24 PSH units will be furnished. 1 If the Developer receives a refund from the City for a portion of the offsite improvements, the Developer will be required to reduce the Authority Loan by the same amount. Item 2D-23 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 11 2306004:PD;JLR 17166.015.001 6. The Developer estimated the contractor fees and general requirements allowance at approximately 14% of the construction costs, which is the maximum allowed by TCAC. It should be noted that the general contractor is likely to be Multi-Family Builders, Inc., which is owned by the President of the Developer. The competitive price procedures incorporated into the original DDA should remain. 7. The construction insurance is estimated at 1% of the construction costs. 8. The direct cost contingency allowance is estimated at 7% of other direct costs. This estimate is in between the 5% to 10% typical direct cost contingency allowance. The following summarizes the direct cost estimates: INDIRECT COSTS The following summarizes the Developer’s indirect cost assumptions: 1. Architecture, engineering, and consulting costs are estimated at 3% of direct costs. This estimate is within the typical range for similar projects. 2. The Developer estimated the permits and fees at $22,600 per unit. This estimate should be verified by City Staff. This estimate also includes the estimated $354,000 in TUMF fees that will be waived by CVAG. Therefore, the net permits and fees are approximately $21,100 per unit. 3. The taxes, insurance, legal and accounting costs are estimated at 1% of direct costs. This estimate is considered appropriate for a project of this size. Direct Costs Cost Estimates Assumptions Off-site Improvements $3,784,000 $3,784,000 Allowance On-site Improvements 17,907,000 $74,303/Unit Extraordinary Costs 4 1,970,000 $8,174/Unit Residential Structure 61,520,000 $252/Sf GBA Community Building 1,963,000 $519/Sf GBA Furnishings, Fixtures & Equipment 239,000 $992/Unit Contractor Fees / General Requirements 12,200,000 14% of Const. Costs Construction Insurance / Bonds 993,000 1% of Const. Costs Contingency Allowance 7,525,000 7% of Other Directs Total Direct Costs $108,101,000 $448,600/Unit Item 2D-24 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 12 2306004:PD;JLR 17166.015.001 4. The Developer estimated an allowance of $125,000 for marketing and leasing costs, or $500 per unit. 5. The Developer Fee is estimated at $18,908,000, which is the maximum fee allowed by TCAC for a new construction, TEB project. The Developer Fee is based on approximately 15% of the eligible basis less the Developer Fee. TCAC also requires that any amount over $2,500,000 plus $20,000 times the number of units over 100, to be deferred or contributed as equity. The Developer proposes to defer and contribute approximately 82% of the Developer Fee. Thus, only $3,451,000 of the fee will be paid out during the development period, and an estimated $4,707,000 of the fee will be paid back out of operating cash flow and the remaining $10,750,000 will be contributed to the Project with no payment to the Developer. 6. The contingency allowance for each phase is estimated at $800,000, which is 3% of the other indirect costs, which is at the low end of the typical range. The following summarizes the indirect cost estimates: FINANCING COSTS The following summarizes the Developer’s financing cost assumptions and are summarized below: 1. Interest during construction is estimated, based on $77,161,000 in TEBs and $20,589,000 in taxable bonds, an 8.05% interest rate, a 24-month development period, and a 72% average outstanding balance. The 8.05% interest rate projection is high for tax-exempt bonds. However, when combined with a lower than typical indirect contingency allowance, a rising interest rate environment, Indirect Costs Cost Estimates Assumptions Architecture, Engineering & Consulting $3,090,000 3% of Directs Permits & Fees 5,438,000 $22,600/Unit Taxes, Insurance, Legal & Accounting 1,324,000 1% of Directs Marketing & Leasing 125,000 $500/Unit Developer Fee 18,908,000 15% of Eligible Basis Contingency Allowance 800,000 3% of Other Indirects Total Direct Costs $29,685,000 $123,200/Unit Item 2D-25 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 13 2306004:PD;JLR 17166.015.001 and the estimated closing date of November 2024, KMA concludes this estimate includes a contingency allowance that is reasonable. 2. The financing fees are estimated based on the following: a. Construction loan fees are set at 1.10 points; b. Permanent loan fees are set at 1.00 points; c. Issuance costs are estimated at 0.32 points; and d. The TCAC fees are estimated based on the following: i. A $2,000 application fee; ii. A 1% allocation fee of one year of gross tax credits; and iii. A $410 per unit monitoring fee. 3. Capitalized reserves included in the budget are as follows: a. The capitalized operating reserves are estimated at three months of operating expenses and debt service payments. b. Fifteen (15) years of the $5,000 per year limited partnership asset management fee will be capitalized. c. While the Project will include 120 PBVs, the Developer’s lender will not require a transition reserve to be funded. Also, currently, HCD does not require transition reserves for MHP loans. The total financing costs are $14,159,000. The following summarizes the financing cost estimates: Item 2D-26 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 14 2306004:PD;JLR 17166.015.001 TOTAL DEVELOPMENT COSTS The total development costs are estimated at $155,370,000, or $644,700 per unit. Without land, the development costs total $151,945,000, or $630,500 per unit. These costs are at the high end of the typical range for Type V construction with prevailing wages but consider the extraordinary off- and on-site improvements that are required. The following summarizes the total development costs: SUMMARY OF CHANGES TO DEVELOPMENT COSTS The following summarizes the changes in estimated development costs since the October 3, 2022, KMA analysis: Financing Costs Cost Estimates Assumptions Interest - Construction Loan $11,346,000 $97,750,000 construction loan; 8.05% interest rate; 24- months; 72% average outstanding balance Construction Loan Fees 1,078,000 1.10 Points Permanent Loan Fees 287,000 1.00 Points Issuance Costs 249,000 0.32 Points TCAC Fees 174,000 $722/Unit Operating Reserves 950,000 3-Months SLP Fee 75,000 $5,000/Year Per Unit $14,159,000 $58,800/Unit Acquisition Costs $3,425,000 Direct Costs 108,101,000 Indirect Costs 29,685,000 Financing Costs 14,159,000 Total Development Costs $155,370,000 Per Unit $644,700 Total Development Costs Total Development Costs June 2023 October 2022 Difference Acquisition Costs $3,425,000 $3,425,000 $0 Direct Costs 108,101,000 96,902,000 11,199,000 Indirect Costs 29,685,000 23,839,000 5,846,000 Financing Costs 14,159,000 5,798,000 8,361,000 Total Development Costs $155,370,000 $129,964,000 $25,406,000 Per Unit $644,700 $539,300 $105,400 Item 2D-27 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 15 2306004:PD;JLR 17166.015.001 The costs have increased by $25,406,000, or 20% since Fall 2022. The following provides the reasons for the major increases in costs: 1. The Project is now required to also meet the State prevailing wage requirements as well as the federal requirements. 2. The largest increase is due to a $7,303,000 increase in onsite improvement costs. The Developer has stated that the 2022 cost estimate did not include all the costs required by the conditions of approval, including the block wall for noise abatement and onsite water drainage abatement. In 2022, KMA understood that these costs were included in the $44,000 per unit estimate. 3. The contractor fees, general requirements, construction insurance and contingency allowance have increased by $3,993,000 due to the increase in hard construction costs. 4. While the architecture, engineering, and consulting, permits and fees, taxes, insurance, legal and accounting, and contingency allowance in the indirect costs decreased by $2,573,000 due to cost savings by constructing the Project as one phase, the increase in eligible basis allowed for the Developer Fee to increase by $8,394,000. Therefore, the indirect costs increased by $5,846,000, or 25% since October 2022. 5. The financing costs increased by $8,361,000, or 144%, mainly due to the increase in interest rate projection from 5.27% to 8.05% and increase in bonds/loan sizing. Stabilized Net Operating Income (Tables 2A and Table 2B) The Project’s proposed funding sources include TEBs, federal Tax Credits, a County loan, an MHP loan, a LMIHAF loan from the Authority, and a land carryback loan from the City. Each of the funding sources have income and rent requirements as well as the Project’s use of the Density Bonus Ordinance and the SLA requirements. Income limits are published for households that are qualified to reside in the units that have received assistance from these sources. The rent standards for the TCAC, CDLAC, MHP and County funds are typically based on rents published annually by TCAC. The rent standards for the Authority’s LMIHAF Loan, the City’s Land Loan the Density Bonus Ordinance and SLA requirements are provided in H&SC Section 50053. Item 2D-28 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 16 2306004:PD;JLR 17166.015.001 The Developer will be required to adhere to the strictest of the standards imposed by the funding sources for a period of 55 years. The following summarizes the affordability restrictions as proposed:2 ACHIEVABLE RENTAL INCOME (TABLE 2A) As previously mentioned, the Project rents must adhere to the most restrictive of the requirements imposed by the funding sources and regulatory agreements. The maximum allowable rents are based on the recently updated 2023 income and rent restrictions for all funding sources and are the net of the most recent published utility allowances are estimated as follows:3 Therefore, the maximum rental income that can be generated by the restricted units is $2,434,464 plus $12 per unit per month for laundry and miscellaneous income. 2 One three-bedroom unit and one two-bedroom unit will be set-aside as onsite manager units and will be unrestricted units. 3 The rents are net of the current Riverside County Housing Authority monthly utility allowances as follows: $76/1-bdrm units, $102/2-bdrm units, and $130/3-bdrm units (published July 1, 2022). The tenant paid utilities will be all electric (cooking, heating, basic and air conditioning). Proposed Affordability Restrictions 1-Bedroom Units 2-Bedroom Units 3-Bedroom Units Total Units 30% TCAC, ELI HCD, VLI DB 3 15 6 24 30% TCAC, ELI HCD 9 38 1 48 30% TCAC, 59% HCD 0 35 7 42 30% TCAC / Low HCD 0 0 6 6 60% TCAC / 59% HCD 18 61 0 79 60% TCAC / Low HCD 0 0 40 40 Totals 30 149 60 239 Proposed Restricted Rents 1-Bedroom Units 2-Bedroom Units 3-Bedroom Units 30% TCAC, ELI HCD, VLI DB $448 $527 $579 30% TCAC, ELI HCD $448 $527 $579 30% TCAC, 59% HCD $448 $527 $597 30% TCAC / Low HCD $448 $527 $597 60% TCAC / 59% HCD $973 $1,152 $1,264 60% TCAC / Low HCD $973 $1,156 $1,288 Item 2D-29 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 17 2306004:PD;JLR 17166.015.001 PROJECT BASED VOUCHERS (TABLE 2B) The Developer received a 45 PBV allocation from the County in 2022 and will be requesting an additional 75 PBVs in the next NOFA the County issues. The current Fair Market Rents (“FMRs”) for Eastern Riverside County are set at $1,537 for one-bedroom units, $1,926 for two-bedroom units and $2,613 for three-bedroom units. The Project will enter a 20-year contract to receive the difference between the amount the tenants pay, up to 30% of their actual household income, and the contract rent. The gross income generated from the PBVs is estimated at $1,969,656. ESTIMATED NET OPERATING INCOME (TABLE 2B) The Project’s effective gross income (“EGI”) is estimated at $4,217,971, which assumes a 5% vacancy and collection allowance, as follows: The operating expenses are estimated at $1,842,260 based on the following assumptions: It should be noted that the City has added the $10,000 per year City monitoring fee and the mandatory MHP loan payment is also a new deduction. Projected Gross Income - Base Rents $2,434,464 Projected Gross Income - Base Rents 1,969,656 Miscellaneous Income 35,850 Projected Gross Income $4,439,970 (Less) Vacancy & Collection Allowance (221,999) Effective Gross Income $4,217,971 Project Income Operating Expenses Expense Estimates Assumptions General Operating Expenses $1,422,067 $5,900/Unit (4% management fee) Property Taxes 14,053 Property tax exemption Social Services 148,972 $618/Unit MHP Payment 139,943 0.42% of MHP Loan County Monitoring Fee 23,900 $99/Unit City Monitoring Fee 10,000 $41/Unit Bond Issuer Fee 5,000 Allowance Replacement Reserves 78,325 $325/Unit Total Operating Expenses $1,842,260 $7,600/Unit Item 2D-30 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 18 2306004:PD;JLR 17166.015.001 Therefore, the stabilized net operating income (“NOI”) is estimated to total $2,375,711, as calculated below: SUMMARY OF CHANGES TO ESTIMATED NOI The following summarizes the changes in estimated NOI since the October 3, 2022, KMA analysis: The NOI has increased by $667,061, or 39% since Fall 2022 for the following reasons: 1. The average affordability decreased from 50% AMI to 45% AMI, which caused a decrease in the base rental income. The decrease in affordability was slightly offset by the Developer increasing the TCAC restriction of 72 units from 59% AMI to 60% AMI. 2. The 2023 rents increased by approximately 5% from 2022. 3. The number of proposed PBVs increased from 60 to 120. 4. The operating expense increased due to the addition of the mandatory MHP loan payment and the City monitoring fee. Available Funding Sources (Table 3) The Developer plans to apply for the competitive HCD funds in the July 2023 Super NOFA and TEBs in the March 2024 CDLAC round, as well as the County for 75 additional PBVs in the Fall 2023 round. The following summarizes the potential funding sources based on the current status of the various funding sources: Effective Gross Income $4,217,971 (Less) Operating Expenses (1,842,260) Net Operating Income $2,375,711 Per Unit $9,900 Stabilized Net Operating Income Stabilized Net Operating Income June 2023 October 2022 Difference Effective Gross Income $4,217,971 $3,145,938 $1,072,033 (Less) Operating Expenses (1,842,260)(1,437,288)(404,972) Net Operating Income $2,375,711 $1,708,650 $667,061 Per Unit $9,900 $7,100 $2,800 Item 2D-31 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 19 2306004:PD;JLR 17166.015.001 TAX EXEMPT BONDS / PERMANENT LOAN The Developer anticipates structuring the bonds so that approximately $77,161,000 in TEBs and $20,589,000 in taxable bonds. Based on the $2,515,654 NOI for the debt service calculation, the Project is estimated to support a $28,716,000 permanent loan.4 The assumptions used to estimate the loan are a 1.20 debt coverage ratio for the overall debt service, a 6.25% interest rate, and a 40 year amortization term. The annual debt service payment is estimated at $1,956,435. Historically, the State of California’s affordable housing TEBs allocation has been undersubscribed and therefore, if the Project meets various State and IRS requirements, TEBs were allocated to projects in a timely fashion. Recently, due to the influx of PSH projects requesting bond allocations, the State’s bond allocation has been oversubscribed. Thus, obtaining a TEB allocation is now a competitive process. The Project is eligible to receive full points on the CDLAC application and is expected to have a competitive CDLAC tie-breaker score in the low 90%s. However, it is unknown at this time how many applications will be submitted in the first CDLAC round of 2024. FEDERAL TAX CREDIT EQUITY Once the Project receives a TEB allocation from CDLAC , the 4% federal Tax Credits are automatically awarded to the Project. The following summarizes the anticipated Tax Credit equity to be generated by the Project. 4 For debt service calculation purposes, the MHP payment has been removed from the operating costs, as the total debt service for the Project is estimated to be restricted to a 1.20 DCR. Total Federal Tax Credits Eligible Basis $144,962,269 QCT/DDA Adjustment 130% Applicable Fraction 100% Tax Credit Percentage 4% Annual Federal Tax Credits $7,538,038 Total Federal Tax Credits (10 Years)$75,380,380 % of Gross Tax Credit Taken 100% Syndication Value $0.85 Net Tax Credit Equity (Rounded)$64,067,000 Item 2D-32 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 20 2306004:PD;JLR 17166.015.001 The Developer’s equity rate assumption at $0.85 per federal Tax Credit is at the lower end of the range typically projected recently. COUNTY LOAN In 2022, the County awarded the Project with a $6,700,000 loan from the County, which needs to be disbursed by June 30, 2024, or the Developer may be required to reapply for the County Loan. MHP LOAN The Developer plans to apply for a $33,320,000 Multifamily Housing Program (“MHP”) loan in the HCD July 2023 Super NOFA. It is unknown at this time how competitive the Project will be. However, the Project should receive full points. WAIVED TUMF FEES The Developer will apply for the waiver of $354,000 in TUMF fees from Coachella Valley Association of Governments (“CVAG”) DEFERRED / CONTRIBUTED DEVELOPER FEE While the Developer fee will be set at $18,908,000 for Tax Credit purposes, the Developer plans to receive $3,451,000 in cash during the development period, receive $4,707,000 as a deferred Developer fee paid out of cash flow before residual receipts, and contribute approximately 57%, or $10,750,000 of the Developer fee back to the Project as equity. TOTAL AVAILABLE OUTSIDE FUNDING SOURCES Therefore, the following sources have been identified as potential funding sources for the Project: Item 2D-33 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 21 2306004:PD;JLR 17166.015.001 SUMMARY OF CHANGES TO AVAILABLE OUTSIDE FUNDING SOURCES The following summarizes the changes in potential outside funding sources since the October 3, 2022, KMA analysis: The potential funding sources increased by $25,405,000, or approximately 21% since Fall 2022 for the following reasons: 1. Due to the small pool of State Tax Credits that could be available to the Project, the Developer has decided to apply for a MHP loan instead of State Tax Credits. 2. The 2023 rents increased by approximately 5% from 2022, which in turn, increased the supportable permanent debt. 3. The Developer has agreed to contribute $10,750,000 of the $18,907,000 of the Developer Fee, or 57% of the total Developer Fee. 4. These increases in funding sources were also offset by a decrease in the estimated TUMF fee waiver and that the Developer will not be applying to the County for Permanent Loan $28,716,000 Federal Tax Credit Equity 64,067,000 MHP Loan 33,320,000 County Loan 6,700,000 TUMF Fee Waiver 354,000 Contributed Developer Fee 10,750,000 Deferred Developer Fee 4,707,000 Total Potential Funding Sources $148,614,000 Per Unit $616,700 Potential Funding Sources Potential Funding Sources June 2023 October 2022 Difference Permanent Loan $28,716,000 $24,075,000 $4,641,000 Federal Tax Credit Equity 64,067,000 55,224,000 8,843,000 State Tax Credit Equity 0 27,153,000 (27,153,000) MHP Loan 33,320,000 0 33,320,000 County Loan 6,700,000 9,900,000 (3,200,000) TUMF Fee Waiver 354,000 1,586,000 (1,232,000) Contributed Developer Fee 10,750,000 0 10,750,000 Deferred Developer Fee 4,707,000 5,271,000 (564,000) Total Potential Funding Sources $148,614,000 $123,209,000 $25,405,000 Per Unit $616,700 $511,200 $105,400 Item 2D-34 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 22 2306004:PD;JLR 17166.015.001 additional County Loan proceeds as it would have if the Project were two separate phases. Estimated Financial Gap Calculation (Table 3) When the estimated development costs are compared to the potential funding sources from lenders, the State, and County, the Project has a financial gap that needs to be filled for the Project to be feasible. The following provides the financial gap calculation: Therefore, KMA concludes that the $6,755,000 that is being requested by the Developer for the one phase Project is warranted and remains the same as the request approved by the City in November 2022. However, the Developer is now requesting $3,330,000 in financial assistance be provided by the Authority as a residual receipts loan, and a $3,345,000 land carryback loan from the City be provided to acquire the Site. This change is driven by a requirement in the MHP application to receive full points. SB 341 Income Targeting Test Section 34176.1 of the California Health and Safety Code has restricted how the LMIHAF monies are to be allocated to extremely-low and low income households over a five year period. Section 34176.1(a)(3)(B) requires that the City allocate at least 30% of the LMIHAF expended for development of rental housing affordable to and occupied by households earning 30% or less of AMI (“Extremely-Low Income”) and Section 34176.1(a)(3)(C) requires that no more than 20% of the LMIHAF expended for development of rental housing affordable to and occupied by households earning between 60% and 80% of AMI (“Low Income”). The following summarizes the breakout of the proposed LMIHAF loan by affordability restriction: Total Development Costs $155,370,000 (Less) Potential Funding Sources (148,614,000) Financial Gap $6,756,000 Per Unit $28,000 Financial Gap Calculation Item 2D-35 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 23 2306004:PD;JLR 17166.015.001 These income tests are applied over five year periods with the second period being Fiscal Year 2020/21 to 2024/25. It should be noted that the requirements do not need to be met on a project-by-project basis. Also, according to the City’s staff, the Authority is in compliance with both the ELI and LI tests for the previous five-year period. The following summarizes the current status of the income targeting tests once the Project assistance is added: Therefore, when the Authority commitments of $6,755,000 is decreased to $3,330,000, the Authority will exceed the maximum 60% to 80% AMI targeting test. Based on the analysis above, at least an additional $13,000,000 in LMIHAF needs to be committed by the Authority by the end of Fiscal 2024/25 and none for the assistance can be attributed to Low Income units for the Authority to finish the five-year term in compliance with the SB 341 income targeting requirements. Therefore, at least $650,000 of the $13,000,000 needs to be attributed to households earning up to 30% and the remaining $12,350,000 can be attributed to households earning up to 59% AMI. SUMMARY OF REQUESTED CHANGES TO DDA The following summarizes the proposed changes to the existing DDA and various agreements: Income Targeting Analysis Extremely- Low Income Households Very-Low / 59% AMI Households Low Income Households Total LMIHAF Units Units Assisted/Restricted 72 121 46 239 LMIHAF Loans $1,003,180 $1,685,900 $640,921 $3,330,000 As a % of Total Loan Amount 30% 51% 19% 100% Requirements (As % of Total)At Least 30%At Most 20% FY 2020/21 - FY 2024/25 Extremely- Low Income Households Very-Low / 59% AMI Households Low Income Households Total LMIHAF Units FY 2020/21 $1,829,326 $0 $4,200,674 $6,030,000 FY 2021/22 3,866,983 1,912,701 1,455,316 7,235,000 FY 2022/23 3,391,632 1,685,900 640,921 5,718,452 FY 2023/24 0 0 0 0 FY 2024/25 0 0 0 0 Total Expenditures to Date $9,087,941 $3,598,601 $6,296,911 $18,983,452 As a % of Total Expenditures 48% 19% 33% 100% Requirements (As % of Total)At Least 30%At Most 20% Item 2D-36 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 24 2306004:PD;JLR 17166.015.001 1. The Project will be constructed as one phase instead of two. Therefore, all mention of two phases will be removed from the documents. 2. The date that the Project needs to have all funding sources committed will change to December 31, 2024. At this time, the City Manager will have the ability to terminate the DDA or extend the date. 3. There will be one Authority Loan in the amount of $3,330,000 instead of $6,755,000, which will be subordinated to the MHP and County Loans as well as the TEBs, construction and permanent loans. 4. There will be one City Loan that will carry back the purchase price of $3,425,000 instead of providing the City with $3,425,000 in cash proceeds. The City Loan will be subordinated to the MHP and County Loans as well as the TEBs, construction and permanent loans. 5. The City has added a $10,000 per year monitoring fee that will increase at 3.0% per year. 6. The residual receipts calculation will only deduct priority deferred Developer fee payments from revenues during the first 15 years of operations. 7. There will be a City and Authority regulatory agreements, which will also meet the SLA requirements, with the following affordability restrictions: The following summarizes the changes from the original DDLA: Authority and City Loan Restrictions Extremely- Low Income 31% - 59% AMI Low Income Total Restricted Units 1-Bedroom Units 12 18 0 30 2-Bedroom Units 53 96 0 149 3-Bedroom Units 7 7 46 60 Total Units 72 121 46 239 Item 2D-37 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 25 2306004:PD;JLR 17166.015.001 8. The Density Bonus Regulatory Agreement will be changed to include 24 restricted units and the following affordability, as follows: CASH FLOW ANALYSIS (TABLE 4) KMA also updated the cash flow analysis to estimate the present value of the debt services payments to the Authority. The following describes the basic cash flow assumptions. 1. Year 1 is based on the pro forma rent and expense assumptions presented in the stabilized NOI analysis (Table 2C). 2. Additional revenue and expense assumptions are as follows: a. The projected residential income and miscellaneous income are estimated to increase at 2.5% per year. b. A 5% vacancy and collection allowance. c. The general operating expenses, social services and replacement reserves are increased at 3.5% per year. d. The property taxes are increased at 2.0% per year. Changes in City Restrictions Extremely- Low Income 31% - 59% AMI Low Income Total Restricted Units 1-Bedroom Units (18) 18 0 0 2-Bedroom Units 11 (11)0 0 3-Bedroom Units 7 (7)0 0 Total Units 0 0 0 0 Density Bonus Restrictions Very-Low Income Low Income Total Restricted Units 1-Bedroom Units 3 0 3 2-Bedroom Units 15 0 15 3-Bedroom Units 6 0 6 Total Units 24 0 24 Item 2D-38 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 26 2306004:PD;JLR 17166.015.001 e. Annual permanent loan debt service is estimated to be $1,956,435 for 40 years and the MHP loan debt service will be $139,943 for 55 years. f. The priority distributions are categorized as follows: i. Managing General Partner Asset Management Fee – $15,000 per year for 55 years, increasing at 3.0% per year. ii. Administrative General Partner Asset Management Fee – $10,000 per year for 55 years, increasing at 3.0% per year. iii. Deferred Developer Fee – the $4,711,000 deferred fee will be paid back with available cash flow and will not include an interest rate. 3. The annual residual receipts payments to the Authority are based on the total $3,330,000 Authority Loan and $3,425,000 City Loan with a 55-year term, 3.0% simple interest rate and annual payments in a proration of 50% of the residual receipts generated. The 50% share will be split proportionally with other soft lenders, such as the County and HCD. The following estimates the residual receipts split between the soft lenders: The deferred Developer fee is anticipated to be repaid in full within nine years. The following summarizes the projected proceeds from cash flow to the Authority: Allocation of Residual Receipts Soft Loans As % of Total % of Residual Receipts Authority Loan $3,330,000 7.10% 3.55% City Loan $3,425,000 7.30% 3.65% MHP Loan $33,320,000 71.30% 35.65% County Loan $6,700,000 14.30% 7.15% Total Soft Lenders $46,775,000 100.00% 50.00% End of Term Loan Amount Ending Loan Balance in Year 55 Nominal Amount of Payments Present Value of Payments P&I Due & Payable Authority Loan City Loan P&I Due & Payable $3,425,000 $4,661,000 $9,101,000 $735,000$757,000 $3,330,000 $4,530,000 $8,848,331 Item 2D-39 Jessica Gonzales, Palm Desert Housing Authority June 13, 2023 Palm Villas at Millennium – Updated Financial Gap Analysis Page 27 2306004:PD;JLR 17166.015.001 KMA assumed a discount rate of 6.00% for the present value calculation. CONCLUSIONS Based on the KMA analysis of the Developer’s proposal, the $6,755,000 proposed financial assistance that was approved in 2022 for the two phased project, is still required for the single phased Project to be feasible. However, KMA recommends that the City review the estimated costs again once the funding sources have been committed. Item 2D-40 TABLE 1 ESTIMATED DEVELOPMENT COSTS 1 PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Land Assemblage Costs Acquisition Price 2 241 Units $14,212 /Unit $3,425,000 Closing Costs 0%of Purchase Price 0 Total Land Assemblage Costs 241 Units $14,200 /Unit $3,425,000 II.Direct Costs 3 Off-site Improvements Allowance $3,784,000 On-site Improvements 241 Units $74,303 /Unit 17,907,000 Extraordinary Costs 4 241 Units $8,174 /Unit 1,970,000 Residential Structure 244,390 Sf GBA $252 /Unit 61,520,000 Community Building 3,781 Sf GBA $519 of Constructio 1,963,000 Furnishings, Fixtures & Equipment 241 Units $992 of Constructio 239,000 Contractor Fees / General Requirements 14%of Construction Costs 12,200,000 Construction Insurance / Bonds 1%of Construction Costs 993,000 Contingency Allowance 7%of Other Direct Costs 7,525,000 Total Direct Costs 241 Units $448,600 /Unit $108,101,000 III.Indirect Costs Architecture, Engineering & Consultants 3%of Direct Costs $3,090,000 Permits & Fees 241 Units $22,564 /Unit 5,438,000 Taxes, Insurance, Legal & Accounting 1%of Direct Costs 1,324,000 Marketing & Leasing 241 Units $519 /Unit 125,000 Developer Fee 5 18,908,000 Contingency Allowance 3%of Other Indirect Costs 800,000 Total Indirect Costs 241 Units $123,200 /Unit $29,685,000 IV.Financing Costs Tax-Exempt Bonds Interest 6 $77,161,380 TEBs 8.05%Interest $8,956,000 Taxable Bonds Interest $20,589,075 Txble Bonds 8.05%Interest 2,390,000 Financing Fees Construction Loan $97,750,455 Loan 1.10 Points 1,078,000 Permanent Loan $28,716,000 Loan 1.00 Points 287,000 Issuance Costs $77,161,380 TEBs 0.32 Points 249,000 Tax Credit Fees 241 Units $722 /Unit 174,000 Capitalized Reserves Operating Reserves $316,558 /Mo 3 Months 950,000 SLP Fee 15 Years $5,000 /Year 75,000 Total Financing Costs 241 Units $58,800 /Unit $14,159,000 V.Total Development Costs 241 Units $644,700 /Unit $155,370,000 1 2 3 4 5 6 Based on Developer's estimates. Based on City appraisal from June 2022. Project will be required to pay both Federal and State prevailing wages. Includes solar, swimming pool and parking space shade covers. Maximum developer fee allowed by TCAC. Assumes a 24-month development period and a 72% average outstanding balance. Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; PF - 4%; jlr; 6/13/2023 Item 2D-41 TABLE 2A AFFORDABILITY MIX PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA Number Applicable Utility Applicable of Units TCAC Rent HCD Rent DB Rent SLA Gross Rent Allowance Net Rent 30% TCAC, ELI HCD, VLI DB 24 30% AMI ELI HCD VLI HCD Low HCD 1-Bdrm Units 3 $524 $567 $945 $1,134 $524 $76 $448 2-Bdrm Units 15 $629 $638 $1,063 $1,276 $629 $102 $527 3-Bdrm Units 6 $727 $709 $1,181 $1,418 $709 $130 $579 30% TCAC, ELI HCD 48 30% AMI ELI HCD N/A Low HCD 1-Bdrm Units 9 $524 $567 N/A $1,134 $524 $76 $448 2-Bdrm Units 38 $629 $638 N/A $1,276 $629 $102 $527 3-Bdrm Units 1 $727 $709 N/A $1,418 $709 $130 $579 30% TCAC, 59% HCD 42 30% AMI 59% Low N/A N/A 1-Bdrm Units 0 $524 $1,115 N/A N/A $524 $76 $448 2-Bdrm Units 35 $629 $1,254 N/A N/A $629 $102 $527 3-Bdrm Units 7 $727 $1,394 N/A N/A $727 $130 $597 30% TCAC / Low HCD 6 30% AMI Low N/A N/A 1-Bdrm Units 0 $524 $1,134 N/A N/A $524 $76 $448 2-Bdrm Units 0 $629 $1,276 N/A N/A $629 $102 $527 3-Bdrm Units 6 $727 $1,418 N/A N/A $727 $130 $597 60% TCAC / 59% HCD 79 60% AMI 59% Low N/A N/A 1-Bdrm Units 18 $1,049 $1,115 N/A N/A $1,049 $76 $973 2-Bdrm Units 61 $1,258 $1,254 N/A N/A $1,254 $102 $1,152 3-Bdrm Units 0 $1,454 $1,394 N/A N/A $1,394 $130 $1,264 60% TCAC / Low HCD 40 60% AMI Low N/A N/A 1-Bdrm Units 0 $1,049 $1,134 N/A N/A $1,049 $76 $973 2-Bdrm Units 0 $1,258 $1,276 N/A N/A $1,258 $102 $1,156 3-Bdrm Units 40 $1,454 $1,418 N/A N/A $1,418 $130 $1,288 Manager Unit 1 1-Bdrm Units 0 2-Bdrm Units 1 3-Bdrm Units 1 PBV Overhang 120 FMR Tenant Rent Overhang Utility Allowance Net Overhang 1-Bdrm Units 12 $1,537 $448 $1,089 $76 $1,013 2-Bdrm Units 88 $1,926 $527 $1,399 $102 $1,297 3-Bdrm Units 7 $2,613 $579 $2,034 $130 $1,904 3-Bdrm Units 13 $2,613 $597 $2,016 $130 $1,886 TOTAL UNITS 241 AVERAGE AFFORDABILITY:45% 1-Bdrm Units 30 POTENTIAL GROSS INCOME - BASE:$2,434,464 2-Bdrm Units 150 POTENTIAL GROSS INCOME - PBV:$1,969,656 3-Bdrm Units 61 PBV SUBSIDY 120 LMIHAF City Regulatory Agreement:239 1-Bdrm Units 12 ELI HCD Units 72 2-Bdrm Units 88 VLI HCD Units 0 3-Bdrm Units 20 59% HCD Units 121 Low HCD Units 46 TCAC Regulatory Agreement: 30% AMI Units 120 Density Bonus City Regulatory Agreement 40% AMI Units 0 VLI HCD Units 24 50% AMI Units 0 60% AMI Units 119 70% AMI Units 0 Total Restricted Units 239 Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; Table 2A; jlr; 6/13/2023 Item 2D-42 TABLE 2B STABILIZED NET OPERATING INCOME PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Project Income Projected Gross Income - Base Rents 1 241 Units $842 /Unit/Mo $2,434,464 Projected Gross Income - PBV Subsidy 1 120 PBVs $1,368 /Unit/Mo 1,969,656 Miscellaneous Income 2 241 Units $12 /Unit/Mo 35,850 Projected Gross Income $4,439,970 (Less) Vacancy & Collection Allowance 5%of PGI (221,999) Effective Gross Income $4,217,971 II.Operating Expenses 2 General Operating Expenses 241 Units $5,901 /Unit $1,422,067 Property Taxes & Assessments 241 Units $58 /Unit 14,053 Social Services 241 Units $618 /Unit 148,972 MHP Payment $33,319,755 Loan 0.42%of Loan Amt 139,943 County Monitoring Fee 241 Units $99 /Unit 23,900 City Monitoring Fee 241 Units $41 /Unit 10,000 Bond Issuer Fee Allowance 5,000 Replacement Reserves 241 Units $325 /Unit 78,325 Total Operating Expenses 241 Units $7,644 /Unit $1,842,260 III.Net Operating Income $2,375,711 IV.Net Operating Income for Debt Service Calculation Net Operating Income $2,375,711 Add: MHP Payment 139,943 Net Operating Income for Debt Service Calculation $2,515,654 1 2 See Table 2A. Based on Developer estimates.Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; PF - 4%; jlr; 6/13/2023 Item 2D-43 TABLE 3 FINANCIAL GAP ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Available Funding Sources A.Permanent Loan 1.20 DCR $1,956,435 Debt Svc 1 $28,716,000 6.25%Interest 40 Years B.Federal Tax Credit Equity $75,380,380 Gross TC $0.85 Equity $64,067,000 C.County Loan 241 Units $27,800 /Unit $6,700,000 D.MHP Loan 241 Units $138,300 /Unit $33,320,000 E.TUMF Fee Waiver 241 Units $1,500 /Unit $354,000 F.Contributed Developer Fee 57%of Developr Fee $10,750,000 G.Deferred Developer Fee 25%of Developr Fee $4,707,000 Total Available Funding Sources $148,614,000 II.Financial Gap Calculation Total Development Costs $155,370,000 (Less) Available Funding Sources (148,614,000) Financial Gap 241 Units $28,033 /Unit $6,756,000 III.Authority Funding Sources per Developer Request HOME Funds $0 LMIHAF Funds 3,330,000 PLHA Funds 0 Total Authority Assistance 241 Units $13,817 /Unit $3,330,000 IV.City Funding Sources per Developer Request General Funds $0 City Land / Carry Back Loan 3,425,000 Total City Assistance 241 Units $14,212 /Unit $3,425,000 1 The debt service assumes a 1.20 DCR less the MHP Loan minimum payment. Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; PF - 4%; jlr; 6/13/2023 Item 2D-44 TABLE 4 CASH FLOW ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 I.Project Income Projected Gross Income - Base Rents 102.5%/Year $2,434,464 $2,495,326 $2,557,709 $2,621,651 $2,687,193 $2,754,373 $2,823,232 $2,893,813 $2,966,158 $3,040,312 Projected Gross Income - PBV Subsidy 102.5%/Year 1,969,656 2,018,897 2,069,370 2,121,104 2,174,132 2,228,485 2,284,197 2,341,302 2,399,835 2,459,830 Miscellaneous Income 102.5%/Year 35,850 36,746 37,665 38,607 39,572 40,561 41,575 42,614 43,680 44,772 Projected Gross Income $4,439,970 $4,550,969 $4,664,743 $4,781,362 $4,900,896 $5,023,419 $5,149,004 $5,277,729 $5,409,672 $5,544,914 (Less) Vacancy & Collection Allowance 5%of PGI (221,999)(227,549)(233,238)(239,069)(245,045)(251,171)(257,451)(263,887)(270,484)(277,246) Effective Gross Income $4,217,971 $4,323,420 $4,431,506 $4,542,293 $4,655,851 $4,772,247 $4,891,553 $5,013,842 $5,139,188 $5,267,668 II.Operating Expenses General Operating Expenses 103.5%/Year $1,422,067 1,471,839 1,523,354 1,576,671 1,631,855 1,688,970 1,748,083 1,809,266 1,872,591 1,938,131 Property Taxes & Assessments 102.0%/Year 14,053 14,334 14,621 14,913 15,211 15,516 15,826 16,142 16,465 16,795 Social Services 103.5%/Year 148,972 154,186 159,583 165,168 170,949 176,932 183,125 189,534 196,168 203,034 MHP Payment 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 County Monitoring Fee 103.5%/Year 23,900 24,737 25,602 26,498 27,426 28,386 29,379 30,407 31,472 32,573 City Monitoring Fee 103.0%/Year 10,000 10,300 10,609 10,927 11,255 11,593 11,941 12,299 12,668 13,048 Bond Issuer Fee 103.5%/Year 5,000 5,175 5,356 5,544 5,738 5,938 6,146 6,361 6,584 6,814 Replacement Reserves 103.5%/Year 78,325 81,066 83,904 86,840 89,880 93,026 96,281 99,651 103,139 106,749 Total Operating Expenses $1,842,260 $1,901,580 $1,962,971 $2,026,505 $2,092,256 $2,160,303 $2,230,724 $2,303,605 $2,379,029 $2,457,087 III.Net Operating Income $2,375,711 $2,421,840 $2,468,535 $2,515,789 $2,563,595 $2,611,944 $2,660,829 $2,710,237 $2,760,159 $2,810,581 (Less) Annual Debt Service (1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435) (Less) AGP Asset Management Fee 103.0%/Year (15,000)(15,450)(15,914)(16,391)(16,883)(17,389)(17,911)(18,448)(19,002)(19,572) (Less) MGP Asset Management Fee 103.0%/Year (10,000)(10,300)(10,609)(10,927)(11,255)(11,593)(11,941)(12,299)(12,668)(13,048) IV.Cash Flow Available for Distribution $394,276 $439,655 $485,577 $532,035 $579,022 $626,527 $674,542 $723,055 $772,054 $821,526 V.Deferred Developer Fee Payment $4,707,000 $394,276 $439,655 $485,577 $532,035 $579,022 $626,527 $674,542 $723,055 $252,311 $0 Accrued Payment 394,276 833,930 1,319,507 1,851,542 2,430,564 3,057,091 3,731,633 4,454,689 4,707,000 4,707,000 VI.Residual Receipts $0 $0 $0 $0 $0 $0 $0 $0 $519,743 $821,526 VII.Authority Loan Beginning Balance $3,330,000 $3,429,900 $3,529,800 $3,629,700 $3,729,600 $3,829,500 $3,929,400 $4,029,300 $4,129,200 $4,210,649 Beginning Balance (Interest Calc)3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 Add: Interest 3.00%99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 (Less) Payments 3.55%0 0 0 0 0 0 0 0 (18,451)(29,164) Ending Balance 3,429,900 3,529,800 3,629,700 3,729,600 3,829,500 3,929,400 4,029,300 4,129,200 4,210,649 4,281,385 VII.Authority Loan Beginning Balance $3,425,000 $3,527,750 $3,630,500 $3,733,250 $3,836,000 $3,938,750 $4,041,500 $4,144,250 $4,247,000 $4,330,779 Beginning Balance (Interest Calc)3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 Add: Interest 3.00%102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 (Less) Payments 3.65%0 0 0 0 0 0 0 0 (18,971)(29,986) Ending Balance 3,527,750 3,630,500 3,733,250 3,836,000 3,938,750 4,041,500 4,144,250 4,247,000 4,330,779 4,403,544 VIII.Residual Receipts Allocations MHP Loan 35.7%$0 $0 $0 $0 $0 $0 $0 $0 $185,288 $292,874 Authority Loan 3.6%$0 $0 $0 $0 $0 $0 $0 $0 $18,451 $29,164 City Loan 3.7%$0 $0 $0 $0 $0 $0 $0 $0 $18,971 $29,986 County Loan 7.2%$0 $0 $0 $0 $0 $0 $0 $0 $37,162 $58,739 Total Residual Receipts $0 $0 $0 $0 $0 $0 $0 $0 $259,871 $410,763Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; CF; jlr; 6/13/2023 Item 2D-45 TABLE 4 CASH FLOW ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Project Income Projected Gross Income - Base Rents 102.5%/Year Projected Gross Income - PBV Subsidy 102.5%/Year Miscellaneous Income 102.5%/Year Projected Gross Income (Less) Vacancy & Collection Allowance 5%of PGI Effective Gross Income II.Operating Expenses General Operating Expenses 103.5%/Year Property Taxes & Assessments 102.0%/Year Social Services 103.5%/Year MHP Payment County Monitoring Fee 103.5%/Year City Monitoring Fee 103.0%/Year Bond Issuer Fee 103.5%/Year Replacement Reserves 103.5%/Year Total Operating Expenses III.Net Operating Income (Less) Annual Debt Service (Less) AGP Asset Management Fee 103.0%/Year (Less) MGP Asset Management Fee 103.0%/Year IV.Cash Flow Available for Distribution V.Deferred Developer Fee Payment $4,707,000 Accrued Payment VI.Residual Receipts VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.55% Ending Balance VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.65% Ending Balance VIII.Residual Receipts Allocations MHP Loan 35.7% Authority Loan 3.6% City Loan 3.7% County Loan 7.2% Total Residual Receipts Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 $3,116,320 $3,194,228 $3,274,083 $3,355,936 $3,439,834 $3,525,830 $3,613,975 $3,704,325 $3,796,933 $3,891,856 2,521,326 2,584,359 2,648,968 2,715,193 2,783,072 2,852,649 2,923,965 2,997,065 3,071,991 3,148,791 45,891 47,038 48,214 49,420 50,655 51,921 53,220 54,550 55,914 57,312 $5,683,537 $5,825,625 $5,971,266 $6,120,548 $6,273,561 $6,430,400 $6,591,160 $6,755,939 $6,924,838 $7,097,959 (284,177)(291,282)(298,564)(306,028)(313,679)(321,521)(329,559)(337,798)(346,243)(354,899) $5,399,359 $5,534,343 $5,672,702 $5,814,520 $5,959,883 $6,108,880 $6,261,602 $6,418,142 $6,578,595 $6,743,060 2,005,966 2,076,175 2,148,841 2,224,050 2,301,892 2,382,458 2,465,844 2,552,149 2,641,474 2,733,926 17,131 17,473 17,823 18,179 18,543 18,913 19,292 19,678 20,071 20,473 210,140 217,495 225,107 232,986 241,140 249,580 258,315 267,356 276,714 286,399 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 33,713 34,893 36,115 37,379 38,687 40,041 41,442 42,893 44,394 45,948 13,439 13,842 14,258 14,685 15,126 15,580 16,047 16,528 17,024 17,535 7,053 7,300 7,555 7,820 8,093 8,377 8,670 8,973 9,287 9,613 110,485 114,352 118,354 122,497 126,784 131,222 135,814 140,568 145,488 150,580 $2,537,870 $2,621,473 $2,707,995 $2,797,539 $2,890,208 $2,986,114 $3,085,368 $3,188,088 $3,294,396 $3,404,415 $2,861,490 $2,912,870 $2,964,707 $3,016,981 $3,069,674 $3,122,766 $3,176,233 $3,230,053 $3,284,200 $3,338,645 (1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435) (20,159)(20,764)(21,386)(22,028)(22,689)(23,370)(24,071)(24,793)(25,536)(26,303) (13,439)(13,842)(14,258)(14,685)(15,126)0 0 0 0 0 $871,456 $921,829 $972,627 $1,023,832 $1,075,424 $1,142,961 $1,195,728 $1,248,825 $1,302,228 $1,355,907 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 $871,456 $921,829 $972,627 $1,023,832 $1,075,424 $1,142,961 $1,195,728 $1,248,825 $1,302,228 $1,355,907 $4,281,385 $4,350,348 $4,417,523 $4,482,895 $4,546,449 $4,608,171 $4,667,496 $4,724,948 $4,780,515 $4,834,186 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 (30,937)(32,725)(34,528)(36,346)(38,178)(40,575)(42,448)(44,333)(46,229)(48,135) 4,350,348 4,417,523 4,482,895 4,546,449 4,608,171 4,667,496 4,724,948 4,780,515 4,834,186 4,885,951 $4,403,544 $4,474,486 $4,543,589 $4,610,838 $4,676,218 $4,739,715 $4,800,747 $4,859,853 $4,917,021 $4,972,239 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 (31,808)(33,647)(35,501)(37,370)(39,253)(41,718)(43,644)(45,582)(47,531)(49,491) 4,474,486 4,543,589 4,610,838 4,676,218 4,739,715 4,800,747 4,859,853 4,917,021 4,972,239 5,025,499 $310,674 $328,632 $346,742 $364,996 $383,389 $407,466 $426,277 $445,206 $464,244 $483,381 $30,937 $32,725 $34,528 $36,346 $38,178 $40,575 $42,448 $44,333 $46,229 $48,135 $31,808 $33,647 $35,501 $37,370 $39,253 $41,718 $43,644 $45,582 $47,531 $49,491 $62,309 $65,911 $69,543 $73,204 $76,893 $81,722 $85,495 $89,291 $93,109 $96,947 $435,728 $460,915 $486,314 $511,916 $537,712 $571,481 $597,864 $624,413 $651,114 $677,953Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; CF; jlr; 6/13/2023 Item 2D-46 TABLE 4 CASH FLOW ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Project Income Projected Gross Income - Base Rents 102.5%/Year Projected Gross Income - PBV Subsidy 102.5%/Year Miscellaneous Income 102.5%/Year Projected Gross Income (Less) Vacancy & Collection Allowance 5%of PGI Effective Gross Income II.Operating Expenses General Operating Expenses 103.5%/Year Property Taxes & Assessments 102.0%/Year Social Services 103.5%/Year MHP Payment County Monitoring Fee 103.5%/Year City Monitoring Fee 103.0%/Year Bond Issuer Fee 103.5%/Year Replacement Reserves 103.5%/Year Total Operating Expenses III.Net Operating Income (Less) Annual Debt Service (Less) AGP Asset Management Fee 103.0%/Year (Less) MGP Asset Management Fee 103.0%/Year IV.Cash Flow Available for Distribution V.Deferred Developer Fee Payment $4,707,000 Accrued Payment VI.Residual Receipts VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.55% Ending Balance VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.65% Ending Balance VIII.Residual Receipts Allocations MHP Loan 35.7% Authority Loan 3.6% City Loan 3.7% County Loan 7.2% Total Residual Receipts Year 21 Year 22 Year 23 Year 24 Year 25 Year 26 Year 27 Year 28 Year 29 Year 30 $3,989,153 $4,088,882 $4,191,104 $4,295,881 $4,403,278 $4,513,360 $4,626,194 $4,741,849 $4,860,395 $4,981,905 3,227,511 3,308,198 3,390,903 3,475,676 3,562,568 3,651,632 3,742,923 3,836,496 3,932,408 4,030,719 58,744 60,213 61,718 63,261 64,843 66,464 68,125 69,829 71,574 73,364 $7,275,408 $7,457,293 $7,643,725 $7,834,818 $8,030,689 $8,231,456 $8,437,243 $8,648,174 $8,864,378 $9,085,987 (363,771)(372,865)(382,187)(391,742)(401,535)(411,574)(421,863)(432,410)(443,220)(454,300) $6,911,637 $7,084,428 $7,261,538 $7,443,077 $7,629,154 $7,819,882 $8,015,380 $8,215,764 $8,421,158 $8,631,687 2,829,613 2,928,650 3,031,152 3,137,243 3,247,046 3,360,693 3,478,317 3,600,058 3,726,060 3,856,472 20,882 21,300 21,726 22,160 22,603 23,055 23,517 23,987 24,467 24,956 296,423 306,798 317,536 328,649 340,152 352,057 364,379 377,133 390,332 403,994 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 47,556 49,220 50,943 52,726 54,572 56,482 58,458 60,504 62,622 64,814 18,061 18,603 19,161 19,736 20,328 20,938 21,566 22,213 22,879 23,566 9,949 10,297 10,658 11,031 11,417 11,816 12,230 12,658 13,101 13,559 155,850 161,305 166,951 172,794 178,842 185,101 191,580 198,285 205,225 212,408 $3,518,277 $3,636,115 $3,758,069 $3,884,282 $4,014,902 $4,150,085 $4,289,990 $4,434,781 $4,584,629 $4,739,712 $3,393,359 $3,448,312 $3,503,469 $3,558,795 $3,614,251 $3,669,797 $3,725,390 $3,780,983 $3,836,529 $3,891,975 (1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435) (27,092)(27,904)(28,742)(29,604)(30,492)(31,407)(32,349)(33,319)(34,319)(35,348) 0 0 0 0 0 0 0 0 0 0 $1,409,832 $1,463,972 $1,518,293 $1,572,756 $1,627,324 $1,681,955 $1,736,606 $1,791,229 $1,845,775 $1,900,191 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 $1,409,832 $1,463,972 $1,518,293 $1,572,756 $1,627,324 $1,681,955 $1,736,606 $1,791,229 $1,845,775 $1,900,191 $4,885,951 $4,935,802 $4,983,731 $5,029,731 $5,073,799 $5,115,929 $5,156,119 $5,194,370 $5,230,681 $5,265,056 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 (50,049)(51,971)(53,899)(55,833)(57,770)(59,709)(61,650)(63,589)(65,525)(67,457) 4,935,802 4,983,731 5,029,731 5,073,799 5,115,929 5,156,119 5,194,370 5,230,681 5,265,056 5,297,499 $5,025,499 $5,076,790 $5,126,105 $5,173,437 $5,218,782 $5,262,134 $5,303,493 $5,342,857 $5,380,227 $5,415,606 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 (51,459)(53,435)(55,418)(57,406)(59,397)(61,391)(63,386)(65,380)(67,371)(69,357) 5,076,790 5,126,105 5,173,437 5,218,782 5,262,134 5,303,493 5,342,857 5,380,227 5,415,606 5,448,999 $502,605 $521,906 $541,271 $560,688 $580,141 $599,617 $619,100 $638,573 $658,019 $677,418 $50,049 $51,971 $53,899 $55,833 $57,770 $59,709 $61,650 $63,589 $65,525 $67,457 $51,459 $53,435 $55,418 $57,406 $59,397 $61,391 $63,386 $65,380 $67,371 $69,357 $100,803 $104,674 $108,558 $112,452 $116,354 $120,260 $124,167 $128,073 $131,973 $135,864 $704,916 $731,986 $759,146 $786,378 $813,662 $840,978 $868,303 $895,614 $922,887 $950,096Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; CF; jlr; 6/13/2023 Item 2D-47 TABLE 4 CASH FLOW ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Project Income Projected Gross Income - Base Rents 102.5%/Year Projected Gross Income - PBV Subsidy 102.5%/Year Miscellaneous Income 102.5%/Year Projected Gross Income (Less) Vacancy & Collection Allowance 5%of PGI Effective Gross Income II.Operating Expenses General Operating Expenses 103.5%/Year Property Taxes & Assessments 102.0%/Year Social Services 103.5%/Year MHP Payment County Monitoring Fee 103.5%/Year City Monitoring Fee 103.0%/Year Bond Issuer Fee 103.5%/Year Replacement Reserves 103.5%/Year Total Operating Expenses III.Net Operating Income (Less) Annual Debt Service (Less) AGP Asset Management Fee 103.0%/Year (Less) MGP Asset Management Fee 103.0%/Year IV.Cash Flow Available for Distribution V.Deferred Developer Fee Payment $4,707,000 Accrued Payment VI.Residual Receipts VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.55% Ending Balance VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.65% Ending Balance VIII.Residual Receipts Allocations MHP Loan 35.7% Authority Loan 3.6% City Loan 3.7% County Loan 7.2% Total Residual Receipts Year 31 Year 32 Year 33 Year 34 Year 35 Year 36 Year 37 Year 38 Year 39 Year 40 $5,106,453 $5,234,114 $5,364,967 $5,499,091 $5,636,568 $5,777,483 $5,921,920 $6,069,968 $6,221,717 $6,377,260 4,131,487 4,234,774 4,340,643 4,449,159 4,560,388 4,674,398 4,791,258 4,911,039 5,033,815 5,159,661 75,198 77,078 79,005 80,980 83,004 85,079 87,206 89,387 91,621 93,912 $9,313,137 $9,545,966 $9,784,615 $10,029,230 $10,279,961 $10,536,960 $10,800,384 $11,070,393 $11,347,153 $11,630,832 (465,658)(477,299)(489,232)(501,463)(513,999)(526,849)(540,020)(553,521)(567,359)(581,543) $8,847,479 $9,068,666 $9,295,383 $9,527,767 $9,765,962 $10,010,111 $10,260,363 $10,516,873 $10,779,794 $11,049,289 3,991,449 4,131,149 4,275,740 4,425,391 4,580,279 4,740,589 4,906,510 5,078,237 5,255,976 5,439,935 25,455 25,964 26,483 27,013 27,553 28,104 28,667 29,240 29,825 30,421 418,134 432,768 447,915 463,592 479,818 496,612 513,993 531,983 550,602 569,873 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 67,082 69,430 71,860 74,375 76,979 79,673 82,461 85,348 88,335 91,426 24,273 25,001 25,751 26,523 27,319 28,139 28,983 29,852 30,748 31,670 14,034 14,525 15,034 15,560 16,104 16,668 17,251 17,855 18,480 19,127 219,842 227,537 235,500 243,743 252,274 261,103 270,242 279,701 289,490 299,622 $4,900,212 $5,066,318 $5,238,226 $5,416,140 $5,600,269 $5,790,831 $5,988,050 $6,192,159 $6,403,398 $6,622,018 $3,947,268 $4,002,348 $4,057,156 $4,111,627 $4,165,692 $4,219,280 $4,272,314 $4,324,714 $4,376,396 $4,427,271 (1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435)(1,956,435) (36,409)(37,501)(38,626)(39,785)(40,979)(42,208)(43,474)(44,778)(46,122)(47,505) 0 0 0 0 0 0 0 0 0 0 $1,954,423 $2,008,412 $2,062,095 $2,115,407 $2,168,278 $2,220,636 $2,272,404 $2,323,500 $2,373,839 $2,423,330 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 $1,954,423 $2,008,412 $2,062,095 $2,115,407 $2,168,278 $2,220,636 $2,272,404 $2,323,500 $2,373,839 $2,423,330 $5,297,499 $5,328,017 $5,356,619 $5,383,314 $5,408,117 $5,431,043 $5,452,111 $5,471,340 $5,488,756 $5,504,385 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 (69,382)(71,299)(73,204)(75,097)(76,974)(78,833)(80,670)(82,484)(84,271)(86,028) 5,328,017 5,356,619 5,383,314 5,408,117 5,431,043 5,452,111 5,471,340 5,488,756 5,504,385 5,518,257 $5,448,999 $5,480,413 $5,509,856 $5,537,339 $5,562,877 $5,586,485 $5,608,182 $5,627,989 $5,645,931 $5,662,036 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 (71,336)(73,307)(75,266)(77,212)(79,142)(81,053)(82,943)(84,808)(86,645)(88,452) 5,480,413 5,509,856 5,537,339 5,562,877 5,586,485 5,608,182 5,627,989 5,645,931 5,662,036 5,676,334 $696,752 $715,999 $735,137 $754,143 $772,991 $791,657 $810,112 $828,328 $846,274 $863,917 $69,382 $71,299 $73,204 $75,097 $76,974 $78,833 $80,670 $82,484 $84,271 $86,028 $71,336 $73,307 $75,266 $77,212 $79,142 $81,053 $82,943 $84,808 $86,645 $88,452 $139,741 $143,601 $147,440 $151,252 $155,032 $158,776 $162,477 $166,130 $169,729 $173,268 $977,212 $1,004,206 $1,031,047 $1,057,703 $1,084,139 $1,110,318 $1,136,202 $1,161,750 $1,186,919 $1,211,665Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; CF; jlr; 6/13/2023 Item 2D-48 TABLE 4 CASH FLOW ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Project Income Projected Gross Income - Base Rents 102.5%/Year Projected Gross Income - PBV Subsidy 102.5%/Year Miscellaneous Income 102.5%/Year Projected Gross Income (Less) Vacancy & Collection Allowance 5%of PGI Effective Gross Income II.Operating Expenses General Operating Expenses 103.5%/Year Property Taxes & Assessments 102.0%/Year Social Services 103.5%/Year MHP Payment County Monitoring Fee 103.5%/Year City Monitoring Fee 103.0%/Year Bond Issuer Fee 103.5%/Year Replacement Reserves 103.5%/Year Total Operating Expenses III.Net Operating Income (Less) Annual Debt Service (Less) AGP Asset Management Fee 103.0%/Year (Less) MGP Asset Management Fee 103.0%/Year IV.Cash Flow Available for Distribution V.Deferred Developer Fee Payment $4,707,000 Accrued Payment VI.Residual Receipts VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.55% Ending Balance VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.65% Ending Balance VIII.Residual Receipts Allocations MHP Loan 35.7% Authority Loan 3.6% City Loan 3.7% County Loan 7.2% Total Residual Receipts Year 41 Year 42 Year 43 Year 44 Year 45 Year 46 Year 47 Year 48 Year 49 Year 50 $6,536,691 $6,700,109 $6,867,611 $7,039,302 $7,215,284 $7,395,666 $7,580,558 $7,770,072 $7,964,324 $8,163,432 5,288,652 5,420,868 5,556,390 5,695,300 5,837,682 5,983,624 6,133,215 6,286,545 6,443,709 6,604,802 96,260 98,666 101,133 103,661 106,253 108,909 111,632 114,422 117,283 120,215 $11,921,603 $12,219,643 $12,525,134 $12,838,262 $13,159,219 $13,488,199 $13,825,404 $14,171,040 $14,525,316 $14,888,448 (596,081)(610,984)(626,258)(641,915)(657,962)(674,411)(691,272)(708,554)(726,267)(744,424) $11,325,521 $11,608,659 $11,898,876 $12,196,348 $12,501,257 $12,813,788 $13,134,133 $13,462,486 $13,799,048 $14,144,024 5,630,333 5,827,394 6,031,353 6,242,450 6,460,936 6,687,069 6,921,116 7,163,355 7,414,073 7,673,565 31,030 31,650 32,283 32,929 33,587 34,259 34,944 35,643 36,356 37,083 589,819 610,462 631,829 653,943 676,831 700,520 725,038 750,414 776,679 803,863 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 139,943 94,626 97,938 101,366 104,914 108,586 112,386 116,320 120,391 124,605 128,966 32,620 33,599 34,607 35,645 36,715 37,816 38,950 40,119 41,323 42,562 19,796 20,489 21,206 21,949 22,717 23,512 24,335 25,186 26,068 26,980 310,109 320,963 332,197 343,823 355,857 368,312 381,203 394,545 408,354 422,647 $6,848,276 $7,082,439 $7,324,784 $7,575,596 $7,835,172 $8,103,817 $8,381,850 $8,669,598 $8,967,400 $9,275,609 $4,477,245 $4,526,220 $4,574,092 $4,620,752 $4,666,085 $4,709,971 $4,752,283 $4,792,888 $4,831,648 $4,868,415 (48,931)(50,398)(51,910)(53,468)(55,072)(56,724)(58,426)(60,178)(61,984)(63,843) 0 0 0 0 0 0 0 0 0 0 $4,428,315 $4,475,822 $4,522,182 $4,567,284 $4,611,013 $4,653,247 $4,693,857 $4,732,710 $4,769,664 $4,804,572 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 $4,428,315 $4,475,822 $4,522,182 $4,567,284 $4,611,013 $4,653,247 $4,693,857 $4,732,710 $4,769,664 $4,804,572 $5,518,257 $5,460,952 $5,401,960 $5,341,322 $5,279,084 $5,215,293 $5,150,003 $5,083,271 $5,015,159 $4,945,736 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 99,900 (157,205)(158,892)(160,537)(162,139)(163,691)(165,190)(166,632)(168,011)(169,323)(170,562) 5,460,952 5,401,960 5,341,322 5,279,084 5,215,293 5,150,003 5,083,271 5,015,159 4,945,736 4,875,074 $5,676,334 $5,617,451 $5,556,833 $5,494,524 $5,430,568 $5,365,016 $5,297,922 $5,229,347 $5,159,353 $5,088,010 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 102,750 (161,633)(163,367)(165,060)(166,706)(168,302)(169,844)(171,326)(172,744)(174,093)(175,367) 5,617,451 5,556,833 5,494,524 5,430,568 5,365,016 5,297,922 5,229,347 5,159,353 5,088,010 5,015,393 $1,578,694 $1,595,630 $1,612,158 $1,628,237 $1,643,826 $1,658,882 $1,673,360 $1,687,211 $1,700,385 $1,712,830 $157,205 $158,892 $160,537 $162,139 $163,691 $165,190 $166,632 $168,011 $169,323 $170,562 $161,633 $163,367 $165,060 $166,706 $168,302 $169,844 $171,326 $172,744 $174,093 $175,367 $316,625 $320,021 $323,336 $326,561 $329,687 $332,707 $335,611 $338,389 $341,031 $343,527 $2,214,157 $2,237,911 $2,261,091 $2,283,642 $2,305,507 $2,326,623 $2,346,929 $2,366,355 $2,384,832 $2,402,286Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; CF; jlr; 6/13/2023 Item 2D-49 TABLE 4 CASH FLOW ANALYSIS PALM VILLAS AT MILLENNIUM PALM DESERT, CALIFORNIA I.Project Income Projected Gross Income - Base Rents 102.5%/Year Projected Gross Income - PBV Subsidy 102.5%/Year Miscellaneous Income 102.5%/Year Projected Gross Income (Less) Vacancy & Collection Allowance 5%of PGI Effective Gross Income II.Operating Expenses General Operating Expenses 103.5%/Year Property Taxes & Assessments 102.0%/Year Social Services 103.5%/Year MHP Payment County Monitoring Fee 103.5%/Year City Monitoring Fee 103.0%/Year Bond Issuer Fee 103.5%/Year Replacement Reserves 103.5%/Year Total Operating Expenses III.Net Operating Income (Less) Annual Debt Service (Less) AGP Asset Management Fee 103.0%/Year (Less) MGP Asset Management Fee 103.0%/Year IV.Cash Flow Available for Distribution V.Deferred Developer Fee Payment $4,707,000 Accrued Payment VI.Residual Receipts VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.55% Ending Balance VII.Authority Loan Beginning Balance Beginning Balance (Interest Calc) Add: Interest 3.00% (Less) Payments 3.65% Ending Balance VIII.Residual Receipts Allocations MHP Loan 35.7% Authority Loan 3.6% City Loan 3.7% County Loan 7.2% Total Residual Receipts Year 51 Year 52 Year 53 Year 54 Year 55 $8,367,517 $8,576,705 $8,791,123 $9,010,901 $9,236,174 6,769,922 6,939,170 7,112,649 7,290,465 7,472,727 123,220 126,301 129,458 132,695 136,012 $15,260,660 $15,642,176 $16,033,230 $16,434,061 $16,844,913 (763,035)(782,111)(801,663)(821,705)(842,248) $14,497,625 $14,860,066 $15,231,567 $15,612,356 $16,002,665 7,942,140 8,220,115 8,507,819 8,805,593 9,113,789 37,825 38,581 39,353 40,140 40,943 831,998 861,118 891,257 922,451 954,737 139,943 139,943 139,943 139,943 139,943 133,480 138,152 142,987 147,991 153,171 43,839 45,154 46,509 47,904 49,341 27,925 28,902 29,914 30,961 32,044 437,439 452,750 468,596 484,997 501,972 $9,594,589 $9,924,715 $10,266,377 $10,619,980 $10,985,939 $4,903,036 $4,935,351 $4,965,190 $4,992,377 $5,016,726 (65,759)(67,731)(69,763)(71,856)(74,012) 0 0 0 0 0 $4,837,278 $4,867,620 $4,895,427 $4,920,521 $4,942,714 $0 $0 $0 $0 $0 4,707,000 4,707,000 4,707,000 4,707,000 4,707,000 $4,837,278 $4,867,620 $4,895,427 $4,920,521 $4,942,714 $4,875,074 $4,803,251 $4,730,350 $4,656,463 $4,581,684 3,330,000 3,330,000 3,330,000 3,330,000 3,330,000 99,900 99,900 99,900 99,900 99,900 (171,723)(172,800)(173,788)(174,678)(4,705,415) 4,803,251 4,730,350 4,656,463 4,581,684 (23,831) $5,015,393 $4,941,582 $4,866,664 $4,790,731 $4,713,882 3,425,000 3,425,000 3,425,000 3,425,000 3,425,000 102,750 102,750 102,750 102,750 102,750 (176,561)(177,668)(178,683)(179,599)(4,841,135) 4,941,582 4,866,664 4,790,731 4,713,882 (24,503) $1,724,489 $1,735,306 $1,745,220 $1,754,166 $1,762,078 $171,723 $172,800 $173,788 $174,678 $175,466 $176,561 $177,668 $178,683 $179,599 $180,409 $345,865 $348,035 $350,023 $351,817 $353,404 $2,418,639 $2,433,810 $2,447,713 $2,460,260 $2,471,357Prepared by: Keyser Marston Associates, Inc. Filename: Palm Villas - 06.13.23 - FINAL; CF; jlr; 6/13/2023 Item 2D-50 AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT AMONG the CITY OF PALM DESERT, the PALM DESERT HOUSING AUTHORITY AND PALM COMPANIES LLC (PALM VILLAS AT MILLENNIUM) Item 2D-51 TABLE OF CONTENTS Page -2- P6401-0001\2822145v2.doc ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions Section 1.2 Exhibits ARTICLE 2. AMENDMENT AND RESTATEMENT; CONDITIONS TO CLOSING Section 2.1 City Right to Terminate for Failure to Timely Obtain Tax Credits; Other City Conditions Precedent to Conveyance Section 2.2 City Approvals Section 2.3 Financing Section 2.4 Permits Section 2.5 Tax Credits Section 2.6 Loan Closings .............................................................................................. 9 Section 2.7 Construction Plans ...................................................................................... 9 Section 2.8 Construction Contract ................................................................................ 9 Section 2.9 Cost Estimate Section 2.10 Construction Bonds Section 2.11 Developer Organizational Documents Section 2.12 Authority Loan and City Loan .............................................................. 10 Section 2.13 Tax Credit Equity ..................................................................................... 10 Section 2.14 City Easements .......................................................................................... 10 Section 2.15 No Developer Default ............................................................................. 10 Section 2.16 Title Report Section 2.17 Insurance Section 2.18 Parcel Map……………………………………………………...10 ARTICLE 3. DISPOSITION OF PROPERTY1 Item 2D-52 TABLE OF CONTENTS Page -3- P6401-0001\2822145v2.doc Section 3.1 Parcel Map1 Section 3.2 Purchase and Sale; Purchase Price1 Section 3.3 Delivery of Grant Deed…………………………………………11 Section 3.4 DDLA Deposit1 Section 3.5 Opening Escrow2 Section 3.6 Close of Escrow; Developer Conditions to Closing2 Section 3.7 Costs of Escrow and Closing3 Section 3.8 Condition of Title3 Section 3.9 Condition of Property4 ARTICLE 4. CONSTRUCTION OF DEVELOPMENT6 ARTICLE 5. AUTHORITY LOAN PROVISIONS6 Section 5.1 Authority Loan6 Section 5.2 City Loan……………………………………………………….16 Section 5.3 Use of Authority Loan7 Section 5.4 Delivery Documents7 Section 5.5 Term of the Authority Loan7 Section 5.6 Interest; Payments7 Section 5.7 Disbursement of Authority Loan7 Section 5.8 Repayment8 Section 5.9 Reports and Accounting of Residual Receipts8 Section 5.10 Non-Recourse9 ARTICLE 6. ONGOING DEVELOPER OBLIGATIONS ................................................................ 20 Section 6.1 Applicability ............................................................................................... 20 Section 6.2 Use of Development ................................................................................ 20 Item 2D-53 TABLE OF CONTENTS Page -4- P6401-0001\2822145v2.doc Section 6.3 Maintenance ............................................................................................... 20 Section 6.4 Mandatory Language in All Subsequent Deeds, Leases and Contracts………………………………………………………...20 Section 6.5 Management Agent……………………………………………..22 Section 6.6 Insurance Requirement ........................................................................... 23 ARTICLE 7. ASSIGNMENTS AND TRANSFERS ........................................................................... 25 Section 7.1 No Assignment of DDLA ...................................................................... 25 Section 7.2 Renting Units ............................................................................................. 25 Section 7.3 Purpose of Restrictions on Transfer5 Section 7.4 Prohibited Transfers6 Section 7.5 Permitted Transfers6 Section 7.6 Other Transfers with City Consent7 ARTICLE 8. DEFAULT AND REMEDIES7 Section 8.1 General Applicability7 Section 8.2 Fault of City7 Section 8.3 Fault of Authority7 Section 8.4 Fault of Developer7 Section 8.5 Notice and Cure Period Regarding City/Authority Defaults8 Section 8.6 Remedies9 Section 8.7 Remedies Cumulative .............................................................................. 30 ARTICLE 9. SECURED FINANCING ................................................................................................... 30 Section 9.1 No Encumbrance Except for Development Purposes .................... 30 Section 9.2 Holder Not Obligated to Construct ...................................................... 30 Section 9.3 Notice of Default and Right to Cure ................................................... 30 Item 2D-54 TABLE OF CONTENTS Page -5- P6401-0001\2822145v2.doc Section 9.4 Failure of Holder to Complete Development ................................... 31 Section 9.5 Right of Cure .............................................................................................. 31 Section 9.6 Right to Satisfy Other Liens .................................................................. 31 Section 9.7 Holder to Notified ..................................................................................... 31 ARTICLE 10. GENERAL PROVISIONS ................................................................................................. 31 Section 10.1 Estoppel Certificates ................................................................................ 31 Section 10.2 Notices, Demands and Communications ........................................... 32 Section 10.3 Non-Liability of Officials, Employees and Agents ........................ 32 Section 10.4 [Reserved] ................................................................................................... 32 Section 10.5 Inspection of Books and Records ......................................................... 32 Section 10.6 Title of Parts and Sections ...................................................................... 33 Section 10.7 No Third-Party Beneficiaries ................................................................ 33 Section 10.8 Applicable Law ......................................................................................... 33 Section 10.9 No Brokers .................................................................................................. 33 Section 10.10 Legal Actions ............................................................................................. 33 Section 10.11 Severability ................................................................................................. 33 Section 10.12 Parties Not Co-Venturers ....................................................................... 33 Section 10.13 Discretion Retained by City................................................................... 33 Section 10.14 Force Majeure Delays ............................................................................. 33 Section 10.15 Representation and Warranties of Developer ................................... 34 Section 10.16 Entire Understanding of the Parties ..................................................... 34 Section 10.17 Amendments .............................................................................................. 34 Section 10.18 Approvals .................................................................................................... 34 Section 10.19 Counterparts; Multiple Originals ......................................................... 35 Item 2D-55 AMENDED AND RESTATED DISPOSITION, DEVELOPMENT, AND LOAN AGREEMENT (Palm Villas at Millennium) This AMENDED AND RESTATED DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT (the "Agreement") is dated as of June 22, 2023, and is entered into by and among the CITY OF PALM DESERT, a municipal corporation (the "City"), the PALM DESERT HOUSING AUTHORITY, a public body corporate and politic (the "Authority") and PALM COMPANIES LLC, a California limited liability company (the "Developer"), each individually a "Party" and collectively the "Parties," with reference to the following facts, understandings and intentions of the Parties: RECITALS A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement. B. The City owns the land in the City of Palm Desert described in Exhibit A (the “Property”). C. The Property has been declared exempt surplus land by the City Council of the City under Government Code Section 54221(f)(1)(A) and has concluded based on the Developer's site plan and proposed affordability that proposed Development meets the affordability and design requirements of Government Code Section 37364. The California Department of Housing and Community Development has confirmed such exemption in writing. D. The City and the Developer entered into a Disposition, Development and Loan Agreement dated November 23, 2022 (“First DDA”) for the sale to Developer (or an affiliate of Developer) and development of the Property in two phases. E. In order to facilitate obtaining necessary financing for the development of the Property, Developer, City and Authority desire to amend and restate the First DDA to eliminate the phasing of the sale and development of the Property; amend the amount and terms of the Authority loan described in the First DDA; include a new City loan, and extend the deadline for closing the transaction. F. The Developer intends to construct in at least two hundred forty-one (241) units of housing, two hundred thirty nine (239) of which shall be made available to and occupied by low-income households, very low-income households, and extremely low-income households, and two (2) of which shall be on-site manager’s units. The Development will be composed of one, two and three bedroom units. G. The City intends to sell the Property to the Developer for Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000.00). In payment for the Property, the Developer will execute a promissory note in favor of the City in the amount of Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000.00), which promissory note will be secured by a deed of trust recorded as a lien against the Property. Item 2D-56 -7- P6401-0001\2822145v2.doc H. To help finance the costs of the development, the Authority intends to make a construction loan to the Developer in the amount of Three Million Three Hundred Thirty Thousand Dollars ($3,330,000.00) from its Low and Moderate Income Housing Asset Fund, subject to the terms and conditions of this Agreement. I. The Authority is willing to enter into an agreement with the primary construction lender which provides for the Authority’s loan to be disbursed to such primary lender upon the closing, and held for disbursement by such primary construction lender to the Developer for the payment of the initial construction costs of the Development, provided that the agreement provides that the Authority loan funds will be disbursed pari-passu with the primary construction lender's loan, and that the construction lender shall not have a security interest in such deposited loan funds. The disbursement agreement must be acceptable to the Authority in its reasonable discretion. J. Concurrently with the sale of the Property, the City intends to grant access/maintenance easements over property owned by the City that is adjacent to the Property (“Parcel 9”) to the Developer to allow the Developer to install road improvements and to clear any accumulated sand against the boundary wall between said Parcel 9 and the Property (the "Maintenance Easement"). K. The City has determined that the Developer has the necessary expertise, skill and ability to carry out the commitments set forth in this Agreement and that this Agreement is in the best interests of, and will materially contribute to the implementation of, the City's affordable housing goals through the development of the Property. L. Developer intends to create a tax credit limited partnership, with Developer or an affiliate controlled by Developer, as the administrative general partner, to take title to the Property. As used herein, the term “Developer” includes such limited partnership where the context requires. M. Developer has applied for and received a density bonus (including reduced parking and increased density) for the development. In consideration of the foregoing, and the mutual terms and conditions herein, the Parties agree as follows: AGREEMENT The foregoing recitals are hereby incorporated by reference and made part of this Agreement. ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement. Item 2D-57 -8- P6401-0001\2822145v2.doc (a) "Affordable Units" means the two hundred thirty-nine (239) Units restricted by the Housing Agreement to be developed on the Property to be occupied by Extremely-Low, Very-Low and Low-Income Households and to be available at affordable rent as defined in accordance with Health & Safety Code Section 50053. (There will be two unrestricted manager’s units, for a total of 241 units in the required Development.) (b) "Annual Financial Statement" means for any calendar year: (i) the financial statement of operating expenses and revenues for the Development, prepared at the Developer’s expense, by an independent certified accountant reasonably acceptable to the Authority, and showing the Residual Receipts for the Development for the applicable calendar year; (ii) sufficient back-up data to support the revenues and expenses claimed on the statement; and (iii) such additional information reasonably requested by the Authority, all of which shall form the basis for determining Residual Receipts. (c) "Approved Financing" means the loans, equity, and other financing obtained by the Developer for the purpose of financing the costs of the Development that are approved by the City and consistent with the Financing Proposal. (d) "Approved Plans" means all designs for the Development approved by the City in conjunction with the City Approvals. (e) "Authority" is defined in the introductory paragraph of this Agreement. (f) “Authority Deed of Trust” means the deed of trust, assignment of rents, and security agreement encumbering the Property as security for the Authority Loan, substantially in the form attached hereto as Exhibit F-1. (g) “Authority Loan” means the loan by the Authority to the Developer in an amount not to exceed Three Million Three Hundred Thirty Thousand Dollars ($3,330,000.00), to pay for part of the construction and development costs of the Development. (h) “Authority Promissory Note” means the promissory note that will evidence the Developer's obligation to repay the Authority Loan, substantially in the form of Exhibit E-1. (i) "Certificate of Occupancy" means a final certificate of occupancy issued by the City for the Development, or equivalent final inspection. (j) City" is defined in the introductory paragraph of this Agreement. (k) "City/Authority Documents" means, collectively, this Agreement, the Authority Promissory Note, the City Promissory Note, the Authority Deed of Trust, the City Deed of Trust, the Housing Agreement, the Density Bonus Agreement, the Notice of Restrictions and any other documents executed by the City and/or the Authority and Developer. (l) "City Approvals" means the permits and entitlements issued by the City to allow for the construction of the Development. Item 2D-58 -9- P6401-0001\2822145v2.doc (m) "City Event of Default" is defined in Section 8.3. (n) “City Deed of Trust” means the deed of trust, assignment of rents, and security agreement encumbering the Property as security for the City Loan, substantially in the form attached hereto as Exhibit F-2. (o) “City Loan” means the loan by the City to the Developer in an amount not to exceed Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000.00), to pay for the acquisition of the Property. (p) “City Promissory Note” means the promissory note that will evidence the Developer's obligation to repay the City Loan, substantially in the form of Exhibit E-2. (q) "Close of Escrow" or “closing” means the date on which the Grant Deed is recorded. (r) "Control" means the power to direct the day-to-day management responsibilities for the activities of a legal entity, and, with respect to a limited partnership, means the managing general partner, and with respect to a liability company, means the: (1) managing member or members; or (2) the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the limited liability company. (s) “Declaration of Default" is defined in Section 8.5. (t) "Defaulting Party" is defined in Section 8.5. (u) "Density Bonus Agreement" shall mean the Density Bonus Agreement in the form attached hereto as Exhibit D (v) "Deposit" is defined in Section 3.3. (w) "Developer" has the meaning in the introductory paragraph of this Agreement. (x) "Developer Event of Default" is defined in Section 8.4. (y) "Development" means the development of at least two hundred forty-one (241) apartment units to be developed on the Property, required offsite infrastructure improvements and parking on the Property, all as more fully set forth in the Scope of Development. (z) "Effective Date" shall mean the latest of: (i) the date the Developer has executed this Agreement; (ii) the date the Authority has executed this Agreement, and (iii) the date the City has executed this Agreement. (aa) "Escrow" means the escrow opened with the Title Company to accomplish the recording of the Grant Deed and commitment to issue title insurance. Item 2D-59 -10- P6401-0001\2822145v2.doc (bb) “Extremely Low Income” means a household with an income that does not exceed the qualifying limits for extremely low-income households, adjusted for actual household size, for Riverside County, as published and periodically updated by HCD under Section 50106 of the California Health and Safety Code, or successor provision. (cc) "Financing Proposal" means the Developer's initial proposal for financing the acquisition of the Property and the construction of the Development, including an estimate of the sources and uses of funds, which is attached hereto as Exhibit K, any material changes to which shall require the reasonable written consent of the City Manager/Executive Director. (dd) [INTENTIONALLY OMITTED] (ee) “Grant Deed” means the form of grant deed attached hereto as Exhibit C. (ff) "Hazardous Materials" means any substance, material, or waste which is: (1) defined as a "hazardous waste", "hazardous material," "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "pollutant" or any other terms comparable to the foregoing terms under any provision of California law or federal law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) MTBE; or (7) determined by California, federal or local government authority to be capable of posing a risk of injury to health, safety or property. Without limiting the foregoing, Hazardous Materials means and includes any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Hazardous Materials Laws including any federal, state or local environmental statute, regulation or ordinance presently in effect that may be promulgated in the future, as such statutes, regulations and ordinances may be amended from time to time. The term "Hazardous Materials" does not include: (1) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction or maintenance, of residential developments, or typically used in office or residential activities; or (2) certain substances which may contain chemicals listed by the State of California under California Health and Safety Code Sections 25249.8 et seq., which substances are commonly used by a significant portion of the population living within the region of the Development, including, but not limited to, alcoholic beverages, aspirin, tobacco products, nutrasweet and saccharine, so long as such materials and substances are stored, used and disposed of in compliance with all applicable Hazardous Materials Laws. (gg) "Hazardous Materials Laws" means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Development or any portion thereof. (hh) “Housing Agreement” means the Housing Agreement among the Developer, the Authority and the City in the form of Exhibit H that will be recorded against the Property, and will restrict the household income levels for occupancy of the Affordable Units thereon to Extremely Low, Very-Low and Low Income Households and will restrict the rent to affordable rent. Item 2D-60 -11- P6401-0001\2822145v2.doc (ii) "Low Income Household" means a household with an income that does not exceed the qualifying limits for lower income households, adjusted for actual household size, for Riverside County, as published and periodically updated by HCD under Section 50079.5 of the California Health and Safety Code, or successor provision. (jj) "Maintenance Easement" means an easement over Parcel 9 granting the Developer the right of access to clear sand from the outside of the wall abutting the Property, in the form attached hereto as Exhibit B-1. (kk) “Notice of Restrictions” shall mean the Notice of Affordability Restrictions in the form attached hereto as Exhibit G, which is to be recorded against the Property. (ll) "Notice of Default" is defined in Section 8.5. (mm) "Official Records" means the official land records of Riverside County. (nn) "Parcel" means the Property. (oo) "Parcel 9" means the City-owned parcel abutting the Property described in the Maintenance Easement and Parcel 9 Easement. (pp) "Parcel 9 Easement" means the easement for ingress and egress of over a portion of Parcel 9 granting the right to the Developer to improve the easement area with street improvements, in the form attached hereto as Exhibit B-2. (qq) "Parties" means collectively the City, the Authority and the Developer and the term Party refers to each of them individually. (rr) "Property" means the property described in the legal description attached as Exhibit A. (ss) "Residual Receipts" in a particular calendar year shall mean the cash (without regard to the source) derived from the operation of the Development (including net refinancing proceeds and net sales proceeds, as reasonably determined by the Authority), minus the following for the Development, determined on a cash basis: (i) all real estate and personal property taxes and assessments, insurance premiums and reasonable costs of maintenance, operation and management incurred by the Developer in connection with the operation and maintenance, (ii) property management fees not to exceed four and one-half percent (4.5%) of the gross revenue, (iii) the costs of servicing the senior construction loan/financing (and any approved refinancing thereof) and other sources of permitted financing; (iv) amounts necessary to maintain a guaranty or other form of security or bond for an operation reserve account, (v) amounts deposited into a replacement initially capitalized reserve account in the minimum sum of Three Hundred Twenty-Five Dollars ($325.00) per unit per annum, (vi) the repayment of any amounts loaned to the Developer for material development costs which costs were not reasonably foreseeable, (vii) deferred developer fees paid within fifteen (15) years after the completion of the Development; (viii) a limited partner monitoring fee in the annual amount of Five Thousand Dollars ($5000.00) per year unless fully paid at permanent loan conversion; (ix) a Item 2D-61 -12- P6401-0001\2822145v2.doc managing general partner fee in the annual amount of Fifteen Thousand Dollars ($15,000.00), increasing three percent (3%) annually; (xi) an administrative general partner fee in the annual amount of Ten Thousand Dollars ($10,000.00), increasing by three percent (3%) annually; and (xii) an annual monitoring/administration fee (in the annual amount of Ten Thousand Dollars ($10,000.00), increasing by three percent (3%) annually) payable to the Authority under the Housing Agreement. Also, in no event shall depreciation/amortization be deducted from cash revenues. Residual Receipts shall be determined by Developer and Authority on a cash basis without regard to any carry-over profit or loss from any prior calendar year, and shall be determined annually, on or before June 1st for the preceding calendar year. Any deferred developer fee, limited partner monitoring fee, managing general partner fee, and administrative general partner fee may not accrue interest. (tt) "Schedule of Performance" means the schedule attached as Exhibit J setting forth the schedule for the closing of the sale and the development of the Property. (uu) “Scope of Development” shall mean the description of the Development attached to this Agreement as Exhibit I. (vv) "Security Financing Interest" means a mortgage, deed of trust, or other reasonable method of security encumbering the Property and that: (i) meets the requirements of this Agreement; and (ii) secures any construction or permanent loan shown on the Financing Proposal, or any refinancing approved in writing by the Authority. (ww) “TCAC” means the California Tax Credit Allocation Committee. (xx) “TCAC Regulatory Agreement” means the regulatory agreement entered into between the Developer and TCAC regulating the affordability of the Development to be recorded as an encumbrance on the Development. (yy) "Title Company" means First American Title Company, or such other title company as the Parties may mutually select. (zz) "Title Report" is defined in Section 2.19. (aaa) "Transfer" has the meaning set forth in Section 7.1. (bbb) "Unit" means one of the residential units to be constructed on the Property. (ccc) "Very Low Income Household" means a household with an income that does not exceed the qualifying limits for very low income households, adjusted for actual household size, for Riverside County, as published and periodically updated by HCD under Section 50105 of the California Health and Safety Code, or successor provision. Section 1.2 Exhibits. The following exhibits are attached to and incorporated in this Agreement: Exhibit A: Legal Description of the Property Item 2D-62 -13- P6401-0001\2822145v2.doc Exhibit B-1: Maintenance Easement Exhibit B-2: Parcel 9 Easement Exhibit C: Form of Grant Deed Exhibit D: Form of Density Bonus Agreement Exhibit E-1: Form of Authority Promissory Note Exhibit E-2: Form of Authority Promissory Note Exhibit F-1: Form of Authority Deed of Trust Exhibit F-2: Form of City Deed of Trust Exhibit G: Form of Notice of Affordability Restrictions Exhibit H: Form of Housing Agreement (LMIHF) Exhibit I: Scope of Development Exhibit J: Schedule of Performance Exhibit K: Financing Plan ARTICLE 2. AMENDMENT AND RESTATEMENT; CONDITIONS TO CLOSING The First DDA is hereby amended and restated and superseded by this DDA. Section 2.1 City Right to Terminate for Failure to Timely Obtain Tax Credits; Other City Conditions Precedent to Conveyance. The City Manager may terminate this Agreement on behalf of the City in his or her sole and absolute discretion if Developer fails to obtain an award of tax credits sufficient for the Development by December 31, 2024. The requirements set forth below in this Article 2 are conditions precedent to the City's obligation to convey the Property, which shall conveyed to a tax credit limited partnership affiliated with the Developer and reasonably approved by City; the City has no obligation to close the sale of the Property unless the conditions precedent set forth in this Article 2 have been satisfied in the manner set forth below and within the timeframe set forth in the Schedule of Performance. (Developer conditions precedent are described in Section 3.5(c) below.) Such conditions must be satisfied (or waived in writing by the applicable Party), and the closing must occur on or before June 30, 2026 (or either Party who is not in default may terminate this Agreement by written notice to the other). Section 2.2 City Approvals. Prior to or concurrently with the closing, the Developer must obtain all the City Approvals for the Development and pay all the fees required by the City to commence construction and post any required improvement bonds. Section 2.3 Financing. All financing and tax credit equity necessary for the completion is committed and closes concurrently with the Close of Escrow, as shown by reasonable evidence delivered to City and Authority. (The financing currently contemplated is described in the Financing Proposal attached as Exhibit K.) Section 2.4 Permits. The City has issued a “Ready to Issue letter” regarding the permits required for grading and for completion of the Development and the Developer has paid Item 2D-63 -14- P6401-0001\2822145v2.doc the permit fees for the grading permit prior to or concurrently with the Close of Escrow (fees for the building permit must be paid when the building permit is actually issued). Section 2.5 Tax Credits. The tax credits necessary to help finance the applicable development shall have been awarded, and Developer shall have provided reasonable evidence thereof to City, together with reasonable evidence that tax credit investors shall have legally committed to provide equity funds sufficient to pay all development costs not being paid with loans/debt. Section 2.6 Loan Closings. All loans necessary to finance costs to complete the Development shall close concurrently with the Close of Escrow such that the lenders are conditionally obligated to disburse their loan funds subject to typical and customary construction loan disbursement conditions (so that the Development can be completed), and copies of the applicable loan documents (or drafts that are final in all material respects) shall have been provided to City. Section 2.7 Construction Plans. The final construction plans for the Development (including final architectural drawings, landscaping plans and specifications, final elevations, building plans and specifications, and any working drawings ") shall have been approved by the City and shall be consistent with the Scope of Development (and any modifications of the Scope of Development expressly approved in writing by the City, separate and apart from its approval of the plans). Section 2.8 Construction Contract. Developer shall have delivered to City a copy of an executed Guaranteed Maximum Price or Stipulated Sum construction contract which shows a development cost consistent with the equity and debt funds committed to the applicable development. Section 2.9 Cost Estimate. The construction loan budget and equity requirement from Developer's construction loan documents has been delivered to the City and Authority; an updated comprehensive construction budget and schedule of sources and uses shall have been delivered to the City and Authority, and if desired the City or Authority has obtained an independent cost estimate at the Developer's cost to confirm the reasonableness of the total projected construction and development costs. Section 2.10 Construction Bonds. At least seven (7) days prior to Close of Escrow, the Developer shall deliver to the City forms of one (1) labor and material bond and one (1) performance bond for the Development issued by a reputable insurance company licensed to do business in California, and named in the current list of "Surety Companies Acceptable on Federal Bonds" as published in the Federal Register by the Audit Staff Bureau of Accounts, U.S. Treasury Department, and reasonably acceptable to the City, each in a penal sum of not less than one hundred percent (100%) of the scheduled cost of construction for the City's review and approval. The bonds shall name the City as co-obligee. Upon receipt by the City of the proposed payment and performance bonds, the City shall review such bonds and approve them if they satisfy the criteria set forth above and include any other modification reasonably requested by the City. If the payment and performance bonds are not approved by the City, the City shall set forth in writing and notify the Developer of the City's reasons for withholding such approval. Item 2D-64 -15- P6401-0001\2822145v2.doc The Developer shall thereafter submit revised payment and performance bonds for City approval using the process described above. Section 2.11 Developer Organizational Documents. The Developer has provided the organizational documents for the tax credit limited partnership that will be taking title to the Property to the City and Authority for their review and the City and Authority shall have approved the documents, such approval not to be unreasonably withheld. Section 2.12 Authority Loan and City Loan. The Developer shall have executed and delivered the Promissory Notes to the City and Authority (for the City Loan and the Authority Loan) outside of escrow, and the Deeds of Trust securing such loans shall have been recorded, and the Title Company shall have committed to issue lender’s title insurance policies in the amount of the Authority loan to the Authority, and in the amount of the City Loan to the City, at Developer’s cost in each case with no title exceptions except those in the Developer’s owner’s title policy. Section 2.13 Tax Credit Equity. The City shall have approved the Developer's proposed uses of any tax credit equity paid as of the Close of Escrow to the Developer, which shall not be unreasonably withheld. Section 2.14 City Easements. The Parcel 9 Easement and the Maintenance Easement shall be recorded at the Close of Escrow after the recording of the Grant Deed. Section 2.15 No Developer Default. There shall exist no condition, event or act which would constitute a breach or default by Developer under this Agreement, or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default by the Developer. Section 2.16 Title Report. The Developer shall order a title report (the "Title Report") from the Title Company within five (5) business days following the Effective Date of this Agreement and promptly provide a copy of the Title Report to the City. The City and the Developer shall have the right to approve the title report for the Property within sixty (60) days following the Effective Date. If a Party does not approve the Title Report within the sixty (60) day period, it may terminate this Agreement. If this Agreement is terminated pursuant to this Section, the Deposit shall be returned to the Developer and no Party shall have any rights against or liability to any other except those provisions of this Agreement that recite that they survive termination of this Agreement. Section 2.17 Insurance. The Developer shall have provided the City with insurance certificates showing that the insurance required of Developer under Section 6.6 below is in full force and effect. Section 2.18 Parcel Map. The Parcel Map has been approved by the City and recorded in the Official Records (which recording is contemplated to occur, if possible, prior to the Close of Escrow, but may instead occur as the first recording on the date of the Close of Escrow, if necessary); the Developer has processed the plans for the Parcel Map at its cost, and shall have paid the costs related to recording the Parcel Map as well as all fees that are conditions to or required in connection with the Parcel Map; and the Developer has complied with any other Item 2D-65 -16- P6401-0001\2822145v2.doc conditions of approval related to the Parcel Map (including providing bonds and signing and delivering a Subdivision Improvement Agreement acceptable to City). If the Parcel Map is to be recorded prior to the Close of Escrow, the Developer must first have provided reasonable comfort letters from all bonding companies that they are ready/willing/able to issue the required bonds upon the Close of Escrow upon payment of fees for the bonds. ARTICLE 3. DISPOSITION OF PROPERTY Section 3.1 Parcel Map. Subject to Developer’s providing the plans/map necessary processing the Parcel Map, delivery of comfort letters from bonding companies for the bonds required as conditions to the Parcel Map, and the City’s approval of the final Parcel Map, then no later than one hundred twenty (120) days following the Developer’s receipt of an award of tax credits (and Developer’s notification to City in writing of such award with reasonable evidence thereof), the City will record the Parcel Map. Notwithstanding the foregoing, nothing in this Section 3.1 is intended to limit the City’s governmental discretion in considering and approving the Parcel Map. Section 3.2 Purchase and Sale; Purchase Price. Subject to the timely satisfaction of the conditions to closing set forth above, the City will sell the Property to an approved affiliate of Developer, on the terms and subject to the conditions set forth herein. The purchase price for the Property shall be Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000). The Developer shall pay the purchase price by executing the City Promissory Note in favor of the City in the amount of Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000). Section 3.3 Delivery of Grant Deed. The Property shall be conveyed by a grant deed in the form attached hereto as Exhibit “C”. Section 3.4 DDLA Deposit. (a) Prior to the Effective Date, Developer has deposited Twenty Thousand Dollars ($20,000.00) with City as a good faith deposit, or if Developer has not done so, then Developer shall do so within five (5) business days after the Effective Date. If this Agreement is terminated for any reason other than a default by the Developer, the Deposit shall be immediately refunded to the Developer. The Deposit shall constitute liquidated damages pursuant to Section 3.3(b) below for any uncured default by Developer, but Developer’s obligations are subject to the conditions set forth in Section 3.5(c) below. The Deposit shall be refunded to the Developer at the Close of Escrow. (b) DEVELOPER ACKNOWLEDGES THAT BY ENTERING INTO THIS AGREEMENT, CITY MAY REMOVE THE PROPERTY FROM THE ACTIVE REAL ESTATE MARKET AND THUS SUSTAIN MISSED OPPORTUNITIES AND EXTENDED CARRYING COSTS, AS WELL AS OTHER DAMAGES. IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF DEVELOPER IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS Item 2D-66 -17- P6401-0001\2822145v2.doc AGREEMENT, DEVELOPER AND CITY AGREE THAT CITY WILL SUSTAIN THESE AND OTHER DAMAGES, AND THAT CITY’S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO DETERMINE. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF A DEFAULT OF DEVELOPER, AND CITY IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, CITY, AS CITY’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT. IF ESCROW FAILS TO CLOSE AS A RESULT OF DEVELOPER’S DEFAULT AND CITY IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF DEVELOPER AND CITY HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, AND (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO CITY, AUTHORITY AND DEVELOPER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME. THE PAYMENT/RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO CITY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. CITY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. CITY AND DEVELOPER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION , AND BY THEIR INITIALS IMMEDIATELY BELOW, AGREE TO BE BOUND BY ITS TERMS. CITY INITIALS: _____________________ DEVELOPER INITIALS: __________________ Section 3.5 Opening Escrow. To accomplish the transaction described herein, the Parties will promptly deliver a copy of this executed Agreement to, and establish an escrow with, the Title Company promptly after Developer has received an award of tax credits sufficient for the Development. The Parties may execute and deliver other reasonable written instructions to the Title Company to accomplish the terms hereof, which instructions must be consistent with this Agreement. Section 3.6 Close of Escrow; Developer Conditions to Closing. The Close of Escrow or “closing” shall occur within thirty (30) days after the Developer has met all of the closing conditions as set forth in Article 2 above, but in no event shall the Close of Escrow occur later than June 30, 2026. At the Close of Escrow, executed and acknowledged counterparts of the Parcel 9 Easement and the Maintenance Easement, the Density Bonus Agreement, the Housing Agreement and the Notice of Restrictions shall be delivered by the City or Authority, as applicable, and the Developer to escrow, the Promissory Note shall be executed by the Developer and delivered to the Authority outside of escrow, and the Deed of Trust shall be executed by the Developer (and acknowledged) and delivered to escrow, and all such recordable documents shall be recorded after the Grant Deed. Item 2D-67 -18- P6401-0001\2822145v2.doc Developer’s obligation to proceed with the Close of Escrow is subject to the fulfillment or waiver by Developer of each and all of the conditions precedent described below (“Developer Conditions Precedent”). The Developer Conditions Precedent are solely for the benefit of the Developer and shall be fulfilled or waived within the time periods provided for herein, and in any event, no later than the date specified in the Schedule of Performance. (1) There exists no condition, event or act which would constitute a breach or default by City under this Agreement, or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default by the City. (2) The Parcel Map has been recorded in the Official Records in accordance with the provisions of this Agreement. (3) Subject to payment of the applicable fees, City shall be ready to issue the grading permit necessary for the Developer to commence grading for the Development. (4) The Title Company shall, upon payment of Title Company’s regularly scheduled premium, be irrevocably committed to issue an owner’s title policy insuring the Developer’s interest in the Property, subject only to the exceptions in Section 3.7 below. (5) There shall be an absence of any condemnation, environmental or other pending governmental or any type of administrative or legal proceedings with respect to the Property which would materially and adversely affect the intended uses of the Property or the value of the Property. (6) The City has executed and delivered to Escrow counterparts of both the Parcel 9 Easement and the Maintenance Easement. (7) The City has executed and delivered to Escrow counterparts of the Housing Agreement, Density Bonus Agreement and Notice of Affordability Restrictions, duly executed and acknowledged. (8) There shall not have occurred between the Effective Date and the Closing a material adverse change to the physical condition of the Property. (9) There is no existing, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the City or the Developer or the Property that would, if adversely determined, materially adversely affect the Development or the Developer's or the City's ability to perform their obligations under this Agreement or the Developers' ability to develop and operate the Development. Section 3.7 Costs of Escrow and Closing. The Developer must pay the cost of title insurance, transfer tax, Title Company document preparation, recordation fees, and the escrow fees of the Title Company, if any, and any additional costs to close the escrow. Section 3.8 Condition of Title. Upon the Close of Escrow, the Developer will take title to the Property subject to all title exceptions in the Title Report, and: Item 2D-68 -19- P6401-0001\2822145v2.doc (a) applicable building and zoning laws and regulations; (b) the Maintenance Agreement and Parcel 9 Easement; (c) the Housing Agreement and Notice of Restrictions; (d) the Density Bonus Agreement; (e) the liens of any Approved Financing; (f) the Authority Deed of Trust; (g) the City Deed of Trust; (h) any lien for current taxes and assessments or taxes and assessments accruing subsequent to Close of Escrow; and (i) any other matters created by or with the consent of Developer. Section 3.9 Condition of Property. (a) City Information. In fulfillment of the purposes of Health and Safety Code Section 25359.7(a), to the City's Current Actual Knowledge, no release of Hazardous Materials has come to be located on or beneath the Property except as previously disclosed by the City to the Developer. The Developer represents and warrants that the Developer has had adequate access to the Property and has completed all due diligence activities, including but not limited to a physical adequacy determination of the Property, and may not terminate this Agreement as a result of the purported physical unsuitability of the Property. As used in this Agreement, the phrase "to the City's Current Actual Knowledge" and words of similar import shall mean the actual knowledge of the City Manager (the "City Representative"), on behalf of the City, as of the Effective Date, without any duty of separate inquiry and investigation. The City represents and warrants that the City Representative is that person affiliated with the City most knowledgeable regarding the ownership and operation of the Property. Developer hereby agrees that the foregoing person shall not have or incur any personal liability for the breach of any representation or warranty in this Agreement, and that Developer's sole remedy for any such breach shall be against the City. (b) "As is" Conveyance. Prior to the effective date, the Developer was provided the opportunity to investigate the Property and has approved the physical condition of the Property. The Developer specifically acknowledges and agrees that the City is conveying the Property on an "as is with all faults" basis and that the Developer is not relying on any representations or warranties of any kind whatsoever, express (except as expressly set forth in this agreement) or implied, from the City or Authority as to any matters concerning the Property, including without limitation: (1) the quality, nature, adequacy and physical condition of the Property (including, without limitation, topography, climate, air, water rights, water, gas, electricity, utility services, grading, drainage, sewers, access to public roads and related conditions); (2) the quality, nature, adequacy, and physical condition of soils, geology, and groundwater; (3) the existence, quality, nature, adequacy and physical condition of utilities Item 2D-69 -20- P6401-0001\2822145v2.doc serving the Property; (4) the development potential of the Property, and the Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose; (5) public or private restrictions on the use of the Property; (6) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity; (7) the presence or absence of hazardous materials on, under or about the Property or the adjoining or neighboring property; and (8) the condition of title to the Property. The Developer affirms that the Developer has not relied on the skill or judgment of the City or any of its agents, employees or contractors to select or furnish the Property for any particular purpose, and that the City makes no warranty that the Property is fit for any particular purpose. The Developer acknowledges that it shall use its independent judgment and make its own determination as to the scope and breadth of its due diligence investigation which it shall make relative to the Property and shall rely upon its own investigation of the physical, environmental, economic, and legal condition of the Property (including, without limitation, whether the Property is located in any area which is designated as a special flood hazard area, dam failure inundation area, earthquake fault zone, seismic hazard zone, high fire severity area or wildland fire area, by any federal, state or local agency). The Developer undertakes and assumes all risks associated with all matters pertaining to the Property's location in any area designated as a special flood hazard area, dam failure inundation area, earthquake fault zone, seismic hazard zone, high fire severity area or wildland fire area by any federal, state or local agency. (c) Survival. The terms and conditions of this Section expressly survive the Close of Escrow. The City is not liable or bound in any manner by any oral or written statements, representations, or information pertaining to the Property furnished by any contractor, agent, employee, servant, or other person. The Developer acknowledges that the purchase price reflects the "as is" nature of this sale and any faults, liabilities, defects, or other adverse matters that may be associated with the Property. The Developer has fully reviewed the disclaimers and waivers set forth in this Agreement with the Developer's counsel and understands the significance and effect thereof. (d) Acknowledgment. The Developer acknowledges and agrees that: (1) to the extent required to be operative, the disclaimers of warranties contained in this Section are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements; and (2) the disclaimers and other agreements set forth in such sections are an integral part of this Agreement, that the purchase price has been determined in order to reflect the same and that the City would not have agreed to convey the Property without the disclaimers and other agreements set forth in this Section. (e) Developer's Release. The Developer, on behalf of itself, the tax credit limited partnership acquiring title, and anyone claiming by, through or under the Developer hereby waives its right to recover from and fully and irrevocably releases the City and the Authority, and City Council members, Authority board members and the officers, directors, representatives, consultants, employees and agents of City and/or Authority (the "Released Parties") from any and all claims, responsibility, and/or liability that the Developer may have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to: (1) the condition Item 2D-70 -21- P6401-0001\2822145v2.doc (including any construction defects, errors, omissions or other conditions, latent or otherwise), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever; (2) any presence of Hazardous Materials; and (3) any information furnished by the Released Parties under or in connection with this Agreement. (f) Scope of Release. The release set forth in Section 3.8(e) above includes claims of which the Developer is presently unaware or which the Developer does not presently suspect to exist which, if known by the Developer, would materially affect the Developer's release of the Released Parties. The Developer specifically waives the provision of any statute or principle of law that provides otherwise. In this connection and to the extent permitted by law, the Developer agrees, represents and warrants that the Developer realizes and acknowledges that factual matters now unknown to the Developer may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Developer nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses. Accordingly, the Developer, on behalf of itself and anyone claiming by, through or under the Developer, hereby assumes the above-mentioned risks and hereby expressly waives any right the Developer and anyone claiming by, through or under the Developer, may have under Section 1542 of the California Civil Code, which reads as follows: "A general release does not extend to claims which the creditor or released party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party." Developer's Initials: __________ Notwithstanding the foregoing, this release does not apply to, nor will the City be released from, the City's actual fraud or misrepresentation. ARTICLE 4. CONSTRUCTION OF DEVELOPMENT The Development must be constructed in accordance with the terms of the Scope of Development, the Schedule of Performance, and the City Approvals and all applicable laws. Without limiting the foregoing, the Developer shall pay prevailing wages for the construction of the Development and otherwise comply with California Labor Code Sections 1720, et seq., and shall defend, indemnify and hold the Authority and the City harmless from and against any and all claims, liabilities, losses, damages, costs and expenses relating to or arising from any failure of Developer to do so. Item 2D-71 -22- P6401-0001\2822145v2.doc ARTICLE 5. AUTHORITY LOAN AND CITY PROVISIONS Section 5.1 Authority Loan. Subject to the terms and conditions set forth in this Agreement, the Authority shall make a construction loan to the Developer for the construction of the Development in the maximum principal amount of Three Million Three Hundred Thirty Thousand Dollars ($3,330,000.00). The Authority Loan shall be evidenced by the Authority Promissory Note and secured by the Authority Deed of Trust encumbering the Property. The Housing Agreement and Notice of Restrictions recorded at the closing are intended to satisfy the Authority’s obligations under applicable law to restrict units to affordable housing, as the funds used by Authority for the loan include or consist of former redevelopment agency low income set aside funds. Section 5.2 City Loan. Subject to the terms and conditions set forth in this Agreement, the City shall make an acquisition loan to the Developer for the purchase of the Property in the maximum principal amount of Three Million Four Hundred Twenty-Five Thousand Dollars ($3,425,000.00). The City Loan shall be evidenced by the City Promissory Note and secured by the City Deed of Trust encumbering the Property. A default by Developer under the City Loan shall be a default under the Authority Loan, and a default under the Authority Loan shall be a default by Developer under the City Loan (subject in each instance to any required notice and applicable cure period). Section 5.3 Use of Authority Loan. The proceeds of the Authority Loan shall be used to pay the costs of developing and constructing the Development. Section 5.4 Delivery of Documents. Upon and as a condition to the Close of Escrow, the escrow holder shall first record the Grant Deed, then the Density Bonus Agreement, then the Housing Agreement, then the Notice of Restrictions, the liens from the Approved Financing, the Authority Deed of Trust and then the City Deed of Trust (with no intervening recordings). The Housing Agreement and Notice of Restrictions shall remain in full force and effect for fifty-five (55) years after the issuance of the final Certificate of Occupancy for the Development, regardless of any repayment of the Authority Loan following a Developer Event of Default or otherwise. The Executive Director of the Authority shall have the authority to execute reasonable subordination agreements subordinating the Authority Deed of Trust to the deeds of trust securing other construction and permanent financing, provided copies of the senior loan documents shall have been provided for the Authority’s reasonable review and approval. The City Manager shall have the authority to execute reasonable subordination agreements subordinating the City Deed of Trust to the deeds of trust securing other construction and permanent financing, provided copies of the senior loan documents shall have been provided for the City’s reasonable review and approval. Section 5.5 Term of the Loans. Unless sooner due under the terms of the applicable Note, all principal and interest on the applicable Authority Loan and the City Loan shall be due upon the earliest of: Item 2D-72 -23- P6401-0001\2822145v2.doc (a) the occurrence of a Developer Event of Default; (b) a default under the Housing Agreement which has not been cured within the time periods, if any, specified therein for cure; or (c) Fifty-five (55) years from the date of the final Certificate of Occupancy for the Development. Section 5.6 Interest; Payments. The Authority Loan and the City Loan shall accrue simple interest at three percent (3%) per annum on the outstanding principal amount of the applicable Authority Loan and City Loan, except that upon a Developer Event of Default, interest shall accrue at the lesser of the rate of ten percent (10%) per annum or the highest rate permitted by law. Payments shall be structured as residual receipts payments over the course of the applicable Authority Loan and City Loan and shall first be applied to interest then to principal. Section 5.7 Disbursement of Authority Loan. The principal amount of the Authority Loan shall either be disbursed to the Developer’s primary construction lender for the Development to be disbursed by the construction lender in accordance with a written agreement between the Authority and such construction lender, or shall be disbursed by Authority to the Developer from time to time, but not more often than once every thirty (30) days, after receipt of a written draw request describing the amount requested, the costs it will be used to pay (by line item in the Development budget), and reasonable evidence of such costs, and subject to any other reasonable construction loan disbursement conditions as may be imposed by Authority. It shall be a condition to disbursement that no Developer Event of Default has occurred and continuing. Section 5.8 Repayment. The Authority Loan shall be repaid as follows: (a) Residual Receipts Payments. Commencing on the first June 1st following the date on which a Certificate of Occupancy is issued for the Development, and on June 1st thereafter, the Developer shall make repayments of the applicable Authority Loan and the City Loan from fifty percent (50%) of Residual Receipts (the “Public Entity Share”). The Authority and the City shall share the Public Entity Share pari passu based on the original principal amount each of the Authority Loan and City Loan. (b) Additional Public Lenders. If the Developer receives loans from other public entities to fund Project costs who require Residual Receipts payments, the Authority and the City will share the Public Entity Share with the other public entities as follows: the Authority's share of Public Entity Share shall be equal to the percentage derived by dividing $3,330,000.00 (the Authority loan amount) by the combined total of such amount and the principal amounts of other public entity loans (requiring Residual Receipts payments) that are made to the Developer at the Close of Escrow for the construction of the Development or refinancings thereof that require such payments. The City's share of the Public Entity Share shall be equal to the percentage derived by dividing $3,425,000.00 (the City loan amount) by the combined total of such amount and the principal amounts of other public entity loans (requiring Residual Receipts payments) that are made to the Developer at the Close of Escrow for the construction of the Development or refinancings thereof that require such payments. Item 2D-73 -24- P6401-0001\2822145v2.doc (c) Prepayment. The Developer shall have the right to prepay the Authority Loan and the City Loan at any time. Section 5.9 Reports and Accounting of Residual Receipts. (a) Audited Financial Statement. In connection with the annual repayment of the Authority Loan and the City Loan, the Developer shall furnish to the Authority and the City an Annual Financial Statement. (b) Books and Records. The Developer shall keep and maintain full, complete and appropriate books, record and accounts relating to the Development, including all such books, records and accounts necessary or prudent to evidence and substantiate in full detail the Developer's calculation of Residual Receipts, at the Developer's corporate office currently at 100 Pacifica, Suite 203 in the City of Irvine. Books, records and accounts relating to the Developer's compliance with the terms, provisions, covenants and conditions of this Agreement shall be kept and maintained in accordance with generally accepted accounting principles consistently applied and shall be consistent with requirements of this Agreement which provide for the calculation of Residual Receipts on a cash basis. All such books, records, and accounts shall be open to and available for inspection by the Authority and/or the City, its auditors or other authorized representatives at reasonable intervals during normal business hours on reasonable prior notice to the Developer. Copies of all tax returns and other reports that the Developer may be required to furnish any governmental agency shall at all reasonable times be open for inspection by the Authority at the place that the books, records and accounts of the Developer are kept. The Developer shall preserve records on which any statement of Residual Receipts is based for a period of not less than five (5) years after such statement is rendered. Section 5.10 Non-Recourse. (a) Following recordation of the Authority Deed of Trust, and except as provided below, the Developer shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Authority Loan or the performance of the covenants of the Developer under the Authority Deed of Trust. The sole recourse of the Authority with respect to the principal of, or interest on, the Authority Promissory Note and defaults by the Developer in the performance of its covenants under the Authority Deed of Trust shall be to the property described in the Authority Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall: (a) limit or impair the enforcement against all such security for the Authority Promissory Note of all the rights and remedies of the Authority thereunder; or (b) be deemed in any way to impair the right of the Authority to assert the unpaid principal amount of the applicable Authority Promissory Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. (b) Following recordation of the City Deed of Trust, and except as provided below, the Developer shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the City Loan or the performance of the covenants of the Developer under the City Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the City Promissory Note and defaults by the Developer in the performance of its Item 2D-74 -25- P6401-0001\2822145v2.doc covenants under the City Deed of Trust shall be to the property described in the City Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall: (a) limit or impair the enforcement against all such security for the City Promissory Note of all the rights and remedies of the City thereunder; or (b) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the applicable City Promissory Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. (c) The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Authority Promissory Note and City Promissory Note, except as hereafter set forth; nothing contained herein is intended to relieve the Developer of personal liability for (1) fraud or willful misrepresentation; (2) the failure to pay taxes, assessments or other charges (which are not contested by Developer in good faith) which may create liens on the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (3) the Developer’s indemnification obligations under this Agreement; (4) misappropriation of any rents, security deposits, insurance proceeds, condemnation awards or any other proceeds derived from the collateral security and (5) payment to the Authority of any rental income or other income arising with respect to the Property received by the Developer after the Authority has given notice to the Developer of the occurrence of an Event of Default, subject to the rights of any lender providing a loan secured by the Property to which Authority has subordinated the Deed of Trust. ARTICLE 6. ONGOING DEVELOPER OBLIGATIONS Section 6.1 Applicability. The conditions and obligations set forth in this Article 6 apply throughout the term of the Housing Agreement and Density Bonus Agreement, unless a different period of applicability is specified for a particular condition or obligation. Section 6.2 Use of Development. The Developer hereby agrees that, for the entire Term, the Development will be used and continuously operated only as affordable housing in accordance with the Housing Agreement and Density Bonus Agreement. Section 6.3 Maintenance. The Developer agrees that the Development shall be maintained in good condition and repair, and in compliance with all laws and City Approvals. Section 6.4 Mandatory Language in All Subsequent Deeds, Leases and Contracts. (a) Basic Requirement. The Developer may not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Development on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code. Developer or any person claiming under or through the Developer may not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Development. The foregoing covenant runs with the land. Item 2D-75 -26- P6401-0001\2822145v2.doc (b) Provisions in Conveyance Documents. All deeds, leases or contracts made or entered into by Developer, and its successor and assigns permitted under this Agreement, as to any portion of the Property must contain therein the following language: (1) In Deeds: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." (2) In Leases: "(1) Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." Item 2D-76 -27- P6401-0001\2822145v2.doc (3) In Contracts: "(1) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." Section 6.5 Management Agent. (a) The Developer shall manage or cause the Development to be managed in a prudent and business-like manner, consistent with good property management standards for other comparable high quality, well-managed affordable rental housing projects in the City of Palm Desert. The Developer shall be responsible for all repair and maintenance functions of the Development, including ordinary maintenance and replacement of capital items. The Developer shall ensure maintenance of units and common areas in accordance with local health, building and housing codes. Developer may contract with an experienced property management company or property manager, to operate and maintain the Development (“Property Manager”). The Property Management contract shall be subject to prior written approval by the City, not to be unreasonably withheld, and shall contain a provision allowing the Developer, with the approval of the lenders and the California Tax Allocation Committee, to terminate the contract without penalty upon no more than thirty (30) days' notice. (b) The Developer will develop a management plan and deliver a copy thereof to City as a condition to the closing of each Phase (a "Property Management Plan"). The Property Management Plan shall include the following: (1) The role and responsibility of the Developer and its delegation of authority, if any, to the Property Manager; (2) Personnel policy and staffing arrangements, including ongoing training of staff in best practices for serving the Project tenants; (3) Plans and procedures for publicizing and achieving early and continued occupancy; Item 2D-77 -28- P6401-0001\2822145v2.doc (4) Procedures for determining tenant eligibility, and selecting tenants, and for certifying and annually recertifying household status, income and size; (5) Plans for carrying out an effective maintenance and repair program; (6) Rent collection policies and procedures; (7) Plans for enhancing tenant-management relations; (8) Appeal and grievance procedures; (9) Description of how service staff and property management staff will work together to prevent evictions and to facilitate the implementation of reasonable accommodation policies. (c) Upon a determination by the City that the Property Manager has failed to operate the Development in accordance with the Management Plan, the City shall provide written notice to the Developer specifying the Property Manager's breach of the Management Plan and providing the Developer at least thirty (30) days to cure the specified breach. Within thirty (30) days the Developer must either use good faith efforts to cure the breach or, if such cure is of the nature to take longer than thirty (30) days, the Developer shall commence the cure during the thirty (30) day period and complete the cure by the conclusion of one hundred eighty (180) days the Developer's receipt of the City's notice, or in such other time period as the parties may mutually agree. If the Developer has failed to cure the breach of the Management Plan by the expiration of the relevant cure period, the City may immediately provide a written notice to the Developer requiring that the Developer promptly terminate the existing Property Manager and contract with an alternative qualified management agent to operate the Project, each with the approval of the lenders and the California Tax Allocation Committee, or to make such other arrangements as the City deems reasonably necessary to ensure performance of the functions and obligations set forth in the applicable Property Management Plan. Section 6.6 Insurance Requirements. (a) Required Coverage. The Developer must maintain and keep in force, at the Developer's sole cost and expense, the following insurance applicable to the Development: (1) Workers' Compensation insurance, as required by the State of California and consistent with statutory limits, and Employers' Liability coverage, with limits not less than One Million Dollars ($1,000,000) each accident for bodily injury or disease. (2) Commercial General Liability insurance with limits not less than Two Million Dollars ($2,000,000) each occurrence and Four Million Dollars ($4,000,000) aggregate combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. Products and Completed Operations coverage must be obtained no later than completion of construction of the Development. Item 2D-78 -29- P6401-0001\2822145v2.doc (3) Commercial Automobile Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for owned, non-owned and hired vehicles, as applicable; provided, however, that if the Developer does not own or lease vehicles for purposes of this Agreement, then no automobile insurance will be required and both Parties to this Agreement must initial this provision signifying same. (4) Professional liability insurance related to Hazardous Materials and Hazardous Materials Laws in an amount not less than One Million Dollars ($1,000,000) each occurrence and Two Million Dollars ($2,000,000) aggregate policy limit. (5) Builders' risk insurance during the course of construction (and upon completion of construction, property insurance) covering the Development and covering all risks of loss, excluding earthquake and including flood (if required), for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the City. (b) Subcontractor's Insurance. Developer must require and verify that all subcontractors and agents working on the Development maintain insurance meeting all the requirements stated in this Section, and Developer must ensure that City and the Authority are both additional insureds on insurance required from subcontractors as described in subsection (c)(2) of this Section. (c) General Requirements. (1) The required insurance must be provided under an occurrence form, and the Developer must maintain such coverage continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit must be three (3) times the occurrence limits specified above. (2) Commercial General Liability, Commercial Automobile Liability and Property insurance policies (including builders' risk) must be endorsed to name as additional insureds the City and its elected officials, officers, directors, representatives, consultants, employees, and agents. The endorsement must include liability arising out of work or operations performed by or on behalf of Developer including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed by or on behalf of Developer. For commercial general liability, the policy must be endorsed with a form at least as broad as ISO form CG 20 10, GC 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used. (3) Developer's insurance must be primary to any other insurance (including self-insurance) available to the City or the Authority (including elected officials, officers, directors, representatives, consultants, employees, and agents) with respect to any claim arising out of this Agreement. Any insurance maintained by the City or Authority shall be excess of the Developer's insurance and shall not contribute with it. Item 2D-79 -30- P6401-0001\2822145v2.doc (4) No policy shall be canceled, limited, or allowed to expire without renewal until after thirty (30) days written notice has been given to the City and Authority by first class mail. (5) Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity. Exception may be made for the State Compensation Insurance Fund when not specifically rated. (d) Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (1) Developer must reduce or eliminate such deductibles or self- insured retentions; or (2) Developer must provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. (e) Subrogation Waiver. Developer hereby grants to City a waiver of any right to subrogation which any insurer of Developer may acquire against the City by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers' Compensation policy must be endorsed with a waiver of subrogation in favor of City for all work performed by Developer, its employees, agents, and subcontractors. This provision applies regardless of whether or not the City has requested or received a waiver of subrogation endorsement from the insurer. (f) Certificates of Insurance. As a condition to the Close of Escrow, the Developer must provide certificates of insurance, in form and with insurers reasonably acceptable to the City, evidencing compliance with the requirements of this Section, and must provide complete copies of such insurance policies, including endorsements as required by this Section. However, failure to obtain the required documents before the work beginning shall not waive Developer's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. (g) Additional Coverage. Developer may carry, at its own expense, any additional insurance it deems necessary or prudent. If Developer maintains higher levels than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Developer. Any available insurance proceeds in excess of the specified minimum levels of insurance and coverage shall be available to the City. ARTICLE 7. ASSIGNMENTS AND TRANSFERS Section 7.1 No Assignment of DDLA. Developer shall not assign this Agreement (a “Transfer”) without the prior written consent of City and Authority; however, it is contemplated Item 2D-80 -31- P6401-0001\2822145v2.doc that the Property shall be acquired by a tax credit limited partnership in which Developer or an affiliate of Developer is the general partner. The City shall have the right to approve such affiliate, which approval shall not be unreasonably withheld, but which shall not be given before City shall have received and reviewed the organizational documents of such affiliate. Section 7.2 Renting Units. City and Authority acknowledge that the renting of apartment units in accordance with the Housing Agreement and Density Bonus Agreement is permitted. Section 7.3 Purpose of Restrictions on Transfer. (a) This Agreement is entered into solely for the purpose of the construction of the Development and its subsequent use in accordance with the terms hereof. The Developer recognizes that the qualifications and identity of Developer are of particular concern to the City, in view of: (1) The importance of the redevelopment of the Property to the general welfare of the community; (2) The Authority loan and other public aids that have been made available by law and by governmental entities for the purpose of making such redevelopment possible; (3) The reliance by the City upon the unique qualifications and ability of the Developer to serve as the catalyst for development of the Property; (4) The fact that a change in ownership or control of the Developer, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in Control of the Developer is for practical purposes a transfer or disposition of the Property; (5) The fact that the Property is not to be acquired or used for speculation, but only for development and then operation in accordance with this Agreement, the Housing Agreement and the Density Bonus Agreement; and (b) The Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Developer and that Transfers are permitted only as provided in this Agreement. Section 7.4 Prohibited Transfers. Any Transfer made in contravention of this Section and is void and are deemed to be a Developer Event of Default under this Agreement whether or not the Developer knew of or participated in such Transfer. Except for the matters described in Section 7.5 below, no Transfer shall be permitted in the absence of specific written agreement by the City, and, unless approved by the City in writing, no Transfer or other matter described below will be deemed to relieve the Developer or any other party from any obligations under this Agreement. Item 2D-81 -32- P6401-0001\2822145v2.doc Section 7.5 Permitted Transfers. Notwithstanding the provisions of Section 7.1, the following are permitted and are hereby approved by the City without further review, and any consent by the City under this Section 7 shall constitute the consent of the Authority: (1) Any Security Financing Interest permitted pursuant to the approved Financing Proposal or approved in writing by City; (2) After completion, the Transfer to a nonprofit managing general partner pursuant to a right of first refusal agreement given by a limited partnership owner. (3) After completion, the Transfer of the Development to the administrative general partner pursuant to an option agreement given by a limited partnership owner. (4) The admission of a tax credit investor limited partner to Developer, and any subsequent transfer of investor limited partner interest thereafter. (5) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest; (6) The space leasing of residential units within the Development in accordance with the the Housing Agreement and Density Bonus Agreement; (7) The granting of reasonable easements or permits to facilitate the Development of the Property. Section 7.6 Other Transfers with City Consent. (a) Any Transfers not permitted under Section 7.5 shall require the prior written approval of the City Manager. (b) No Transfer of this Agreement permitted under this Section will be effective unless, at the time of the Transfer, the transferor and transferee enter into and records an assignment and assumption agreement in a form reasonably approved by the City Manager. ARTICLE 8. DEFAULT AND REMEDIES Section 8.1 General Applicability. The provisions of this Article 8 govern the Parties' remedies for breach or failure of this Agreement. If a closing condition does not occur, then either Party shall not be obligated to convey or accept the applicable parcel, may terminate the obligation to convey/accept and the Deposit shall be returned to the Developer; however, the foregoing does not relieve a party from the implied covenant of good faith and fair dealing (with the understanding that such implied covenant does not apply to the City acting in its governmental capacity). Item 2D-82 -33- P6401-0001\2822145v2.doc Section 8.2 Fault of City. Each of the following events, if uncured after expiration of the applicable cure period in constitutes a "City Event of Default": (a) The City, without good cause, fails to sell the Property to the Developer in the manner set forth in Article 3 and the Developer is otherwise entitled by this Agreement to such conveyance; or (b) The City breaches any other material provision of this Agreement which is materially adverse to Developer. Section 8.3 Fault of Authority. Each of the following events, if uncured after expiration of the applicable cure period, constitutes an "Authority Event of Default": (a) The Authority, without good cause, fails to disburse the Authority Loan to the Developer in the manner set forth in Article 5 and the Developer is otherwise entitled by this Agreement to the disbursement; or (b) The Authority breaches any other material provision of this Agreement which is materially adverse to Developer. Section 8.4 Fault of Developer. Each of the following events, if uncured after expiration of the applicable cure period, constitutes a "Developer Event of Default": (a) The Developer fails to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth in Article 3, one or more of the conditions precedent to the City's obligation to convey the Property to the Developer; (b) The Developer fails to comply with any deadline in the Schedule of Performance. (c) Developer assigns this Agreement in violation of Article 7; (d) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate, or report submitted to the City or the Authority in connection with this Agreement proves to have been incorrect in any material and adverse respect when made; (e) A court having jurisdiction makes or enters any decree or order: (1) adjudging the Developer to be bankrupt or insolvent; (2) approving as properly filed a petition seeking reorganization of the Developer, or seeking any arrangement for the Developer, under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (3) appointing a receiver, trustee, liquidator, or assignee of the Developer, in bankruptcy or insolvency or for any of their properties; or (4) directing the winding up or liquidation of the Developer, if any such decree or order described in clauses (1) to (4), inclusive, continued unstayed or undischarged for a period of ninety (90) days unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection (i) as well; or the Developer, admits in Item 2D-83 -34- P6401-0001\2822145v2.doc writing its inability to pay its debts as they fall due or voluntarily submits to or files a petition seeking any decree or order of the nature described in clauses (1) to (4), inclusive; (f) The Developer assigns its assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection as well) or prior to sooner sale under such sequestration, attachment, or execution; (g) The Developer voluntarily suspends its business or, the Developer is dissolved or terminated; (h) The Developer breaches any other provision of this Agreement, the Housing Agreement or the Density Bonus Agreement, and fails to cure the default within thirty (30) days after written notice of default is delivered by City or Authority. Section 8.5 Notice and Cure Period Regarding City/Authority Defaults. (a) Before initiating any action for relief against City or Authority for an alleged breach of this Agreement, Developer must deliver to City or Authority, as applicable, a written notice of breach specifying all of the reasons for the allegation of default with reasonable particularity. Within thirty (30) days, City or Authority (as applicable) must either: (1) use good faith efforts to cure the breach or, if such cure is of the nature to take longer than thirty (30) days, to follow the procedures specified in subsection (b) below; or (2) if in the determination of the City or Authority, the event does not constitute a breach of this Agreement, the City or Authority, as applicable, within thirty (30) days of receipt of the Notice of Default, must deliver to Developer a notice which sets forth with reasonable particularity the reasons that a default has not occurred. Failure to respond within the thirty (30) day period may not be deemed an admission of the default. (b) If the City or Authority, as applicable, believes that the Default cannot practically be cured within the thirty (30)-day period, it shall not be in Default provided that: (1) the cure is commenced during the thirty (30) day period after receipt of the Notice of Default; (2) within the thirty (30) day period, the Defaulting Party provides a schedule to Developer for cure; and (3) the cure is thereafter diligently prosecuted to completion, and City or Authority as applicable uses good faith efforts to comply with the schedule. Section 8.6 Remedies. (a) City Remedies Under This Agreement. With respect to an uncured Developer Event of Default, the City shall be entitled to take any or all of the following remedies: (1) Terminating this Agreement by giving written notice to the Developer; provided, however, that the City's remedies under this Article 8 and the indemnification provisions of this Agreement survive such termination. If the City elects to Item 2D-84 -35- P6401-0001\2822145v2.doc terminate this Agreement, the provisions of this Agreement that are specified to survive such termination shall remain in full force and effect. (2) Prosecuting an action for damages (excluding specific performance, punitive damages and indirect consequential damages); or seeking any other remedy available at law or in equity (excluding punitive damages and indirect consequential damages). (b) Developer Remedies. With respect to an uncured City Event of Default or Authority Event of Default, the Developer shall be entitled to take any or all of the following remedies: (1) Terminating this Agreement by giving written notice to the Developer; provided, however, that the Developer's remedies under this Article 8 and the indemnification provisions of this Agreement survive such termination. If the Developer elects to terminate this Agreement, the provisions of this Agreement that are specified to survive such termination shall remain in full force and effect. (2) Prosecuting an action for damages (excluding specific performance, punitive damages, lost profits and indirect consequential damages); or seeking any other remedy available at law or in equity (excluding punitive damages and indirect consequential damages). (c) Authority Remedies Under Authority Loan. With respect to an uncured Event of Default under (and as defined in) the Promissory Note or Deed of Trust (including an Event of Default under the Housing Agreement), the Authority shall be entitled to exercise any or all remedies permitted at law or in equity, and any remedies under the Promissory Note and Deed of Trust (including acceleration of the loan). (d) Rights of Mortgagees. Any rights of the City or Authority under this Article 8 will not defeat, limit or render invalid any Security Financing Interest permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of Security Financing Interests. Section 8.7 Remedies Cumulative. No right, power, or remedy given to the City or Authority by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy will be cumulative and in addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise. Neither the failure nor any delay to exercise any such rights and remedies will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. ARTICLE 9. SECURED FINANCING Section 9.1 No Encumbrances Except for Development Purposes. Notwithstanding any other provision of this Agreement, deeds of trust are permitted to be placed upon the Item 2D-85 -36- P6401-0001\2822145v2.doc Property, but only for the purpose of securing loans approved by the City under the approved Financing Proposal, and are referred to herein as mortgages, deeds of trust, or a "Security Financing Interest." Section 9.2 Holder Not Obligated to Construct. The holder of any Security Financing Interest authorized by this Agreement is not obligated to construct or complete any Development or to guarantee such construction or completion; nor will any covenant or any other provision in conveyances from the City to the Developer evidencing the realty comprising the Property or any part thereof be construed so to obligate such holder. However, no such holder shall devote the Property or any portion thereof to any uses, or to construct any Development thereon, other than the Development provided for or authorized by this Agreement and the Housing Agreement. Section 9.3 Notice of Default and Right to Cure. Whenever the Authority under its rights set forth in Article 8 of this Agreement delivers any notice or demand to the Developer or Developer with respect to the commencement, completion, or cessation of the construction of the Development, the City will at the same time deliver to each holder of record of any Security Financing Interest creating a lien upon the Property or any portion thereof, and the limited partner of Developer, a copy of such notice or demand provided Authority shall have been given written notice of its address for notice by the Developer. Each such holder (insofar as the rights of the Authority are concerned) has the right, but not the obligation, at its option, within ninety (90) days after the delivery of the notice, to cure or remedy or commence to cure or remedy any such default or breach affecting the Property which is subject to the lien of the Security Financing Interest held by such holder and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing contained in this Agreement is deemed to permit or authorize such holder to undertake or continue the construction or completion of the Development (beyond the extent necessary to conserve or protect such Development or construction already made) without first having expressly assumed in writing the Developer's obligations to the City relating to such Development under this Agreement under an assignment and assumption agreement prepared by the City and recordable among the Official Records (the "Security Financing Interest Assignment"). The holder in that event must agree to complete, in the manner provided in this Agreement (or as may be amended by the Security Financing Interest Assignment; provided, however, the City is under no obligation to extend the dates for performance set forth in this Agreement), the Development to which the lien or title of such holder relates. Any such holder properly completing such Development under this paragraph must assume all rights and obligations of Developer under this Agreement and will be entitled, upon completion and written request made to the City, to a Certificate of Completion from the City. Section 9.4 Failure of Holder to Complete Development. In any case where six (6) months after default by the Developer in completion of construction of the Development under this Agreement, the holder of record of any Security Financing Interest, having first exercised its option to construct under the Security Financing Interest Assignment, has not proceeded diligently with construction (as reasonably determined by the Authority), the Authority must be afforded those rights against such holder it would otherwise have against Developer under this Agreement. Item 2D-86 -37- P6401-0001\2822145v2.doc Section 9.5 Right of Cure. In the event of a default or breach of a Security Financing Interest prior to the completion of the Development, and the holder has not exercised its option to complete the Development on the Property, the Authority may cure the default, prior to the completion of any foreclosure. In such event the Authority as applicable will be entitled to reimbursement from the Developer of all costs and expenses incurred bin curing the default. The Developer’s obligation to reimburse for costs and disbursements shall be included in the obligations secured by the Deed of Trust. The Authority agrees that such lien will be subordinate to any Security Financing Interest, and the Authority will execute from time to time any and all documentation reasonably requested by Developer to effect such subordination. Section 9.6 Right to Satisfy Other Liens. After a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property or any portion thereof, the Authority will have the right to satisfy any such lien or encumbrances; provided, however, that nothing in this Agreement will require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith may contest the validity or amount therein and so long as such delay in payment is not subject the Property or any portion thereof to forfeiture or sale. Section 9.7 Holder to be Notified. The Developer will insert each term contained in this Article 9 into each Security Financing Interest or will procure acknowledgement of such terms by each prospective holder of a Security Financing Interest prior to its coming into any security right or interest in the Property or portion thereof. ARTICLE 10. GENERAL PROVISIONS Section 10.1 Estoppel Certificates. Any Party may at any time, and from time to time, deliver written notice to another Party requesting such other party to certify in writing that, to the knowledge of the certifying Party: (a) this Agreement is in full force and effect and a binding obligation of the Parties; (b) this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments; and (c) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, the notice shall describe the nature and amount of any such default. A Party receiving a request shall execute and return such certificate within fifteen (15) days following receipt of the request. The City Manager is authorized to execute any estoppel certificate requested by the Developer on behalf of the City. The Authority's Executive Director is authorized to execute any estoppel certificate requested by the Developer on behalf of the Authority. Section 10.2 Notices, Demands and Communications. Formal notices, demands, and communications between the City, the Authority and the Developer will be sufficiently given if, and not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by reputable overnight delivery service, to the principal offices of the City, the Authority and the Developer as follows: City and Authority: City of Palm Desert/Palm Desert Housing Authority 73-510 Fred Waring Drive Item 2D-87 -38- P6401-0001\2822145v2.doc Palm Desert, CA 92260 Attn: Housing Division Developer: Palm Companies, LLC 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: President Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by notice as provided in this Section. Section 10.3 Non-Liability of Officials, Employees and Agents. No City Council members, or Authority board members, or any of the officers, directors, representatives, consultants, employees and agents of the City or Authority may be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or Authority or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement. Absent fraud or willful misconduct by the responsible party, no members, officers, directors, representatives, consultants, employees and agents of the Developer may be personally liable to the City or Authority, or any successor in interest, in the event of any default or breach by the Developer or for any amount which may become due to the City or Authority or successor or on any obligation under the terms of this Agreement. Section 10.4 [RESERVED] Section 10.5 Inspection of Books and Records. Upon request, the Developer must permit the City and Authority to inspect at reasonable times and on a confidential basis those books, records and all other documents of the Developer necessary to determine Developer's compliance with the terms of this Agreement. Section 10.6 Title of Parts and Sections. Any titles of the articles, sections or subsections of this Agreement are inserted for convenience of reference only and should be disregarded in construing or interpreting any part of its provision. Section 10.7 No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement. Section 10.8 Applicable Law; Venue. This Agreement must be interpreted under and under the laws of the State of California. Venue shall be Riverside County. Section 10.9 No Brokers. Each Party represents to the other that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings, or communications, the Party through whom the broker or finder makes this claim must indemnify, defend with counsel of the indemnified Party's choice, Item 2D-88 -39- P6401-0001\2822145v2.doc and hold the indemnified Party harmless from all expense, loss, damage and claims, including the indemnified Party's reasonable attorneys' fees, if necessary, arising out of the broker's or finder's claim. The provisions of this Section survive expiration of the Term or other termination of this Agreement and will remain in full force and effect. Section 10.10 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, each Party shall bear their own attorneys' fees and no attorneys' fees may be awarded to the Party prevailing in the action. Section 10.11 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions will continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability. Section 10.12 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another. Section 10.13 Discretion Retained by City. The City's execution of this Agreement does not constitute approval by the City and in no way limits the discretion or any governmental rights or powers of the City in the permit and approval process in connection with construction of the Development. Section 10.14 Force Majeure Delays. Should the performance of any construction obligation to be performed by Developer which is subject to a deadline in the Schedule of Performance (but not any condition to the Close of Escrow and not the deadline for the Close of Escrow) be prevented or delayed by reason of any act of God, strike, war, lockout, labor trouble, or inability to secure materials (but not by reason of delay in the issuance of any required governmental permit, license or approval unless the delay is unusual and unjustified under the circumstances), then the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that the party claiming the benefit of the delay must notify the other party of the delay within ten (10) business days after it commences, and provided, further, that nothing contained in this Section shall excuse the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act. Section 10.15 Representation and Warranties of Developer. The Developer hereby represents and warrants to the City and Authority as follows: (a) Organization. The Developer is a duly organized, validly existing limited liability company, is in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted. (b) Authority of Developer. The Developer has full power and authority to execute and deliver this Agreement and to perform and observe the terms and provisions of all of the above. Item 2D-89 -40- P6401-0001\2822145v2.doc (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, under this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Developer, and all actions required under the Developer's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, under this Agreement, have been duly taken. (d) Valid Binding Agreements. This Agreement and all other documents or instruments which have been executed and delivered under or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of the Developer enforceable against it in accordance with their respective terms. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or of any other documents or instruments executed and delivered, or to be executed or delivered, under this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, City Council, commission or agency whatsoever binding on the Developer, or any provision of the organizational documents of the Developer, or will conflict with or constitute a breach of or a default under any agreement to which the Developer is a party. Section 10.16 Entire Understanding of the Parties. This Agreement constitutes the entire understanding and agreement of the Parties. All prior discussions, understandings and written agreements are superseded by this Agreement. Section 10.17 Amendments. The Parties can amend this Agreement only by means of a writing executed by the Developer, the Authority and the City. Section 10.18 Approvals. Whenever this Agreement permits City approval, consent, or waiver, to be authorized by the City Manager, the City Manager's signature shall constitute the approval, consent, or waiver of the City, without further authorization required from the City Council unless required by law or the terms of this Agreement. Whenever this Agreement permits Authority approval, consent, or waiver, to be authorized by the Authority's Executive Director, the Authority's Executive Director signature shall constitute the approval, consent, or waiver of the Authority, without further authorization required from the Authority's governing board unless required by law or the terms of this Agreement. Section 10.19 Counterparts; Multiple Originals. This Agreement may be executed in counterparts, each of which is deemed to be an original. The City, the Authority and the Developer are signing this Agreement as of the Effective Date. Item 2D-90 Item 2D-91 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The land referred to is situated in the City of Palm Desert, State of California, and is described as follows: THOSE PORTIONS OF PARCEL 8 AND PARCEL 9 OF PARCEL MAP NO. 36792, IN THE. CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 239 OF PARCEL MAPS, PAGES 9 THROUGH 15, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 8; THENCE ALONG THE SOUTH LINE OF SAID PARCEL 9, SOUTH 89°56'08" WEST 72.55 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT EASTERLY 138.45 FEET, MEASURED AT RIGHT ANGLES, FROM THE EAST RIGHT OF WAY LINE OF DINAH SHORE DRIVE, AS SHOWN ON SAID PARCEL MAP NO. 36792; THENCE LEAVING SAID SOUTH LINE AND ALONG SAID PARALLEL LINE, NORTH 0°00'00" EAST 31711 FEET; THENCE NORTH 90°00'00" EAST 65.55 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 7.00 FEET, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID PARCEL 8; THENCE NORTH 0°00'00" EAST 102.00 FEET ALONG LAST SAID PARALLEL LINE TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 1,00 FEET; MEASURED AT RIGHT ANGLES, FROM THE NORTH LINE OF SAID PARCEL 8; THENCE NORTH 90°00'00" EAST 275.69 FEET ALONG LAST SAID PARALLEL LINE TO AN INTERSECTION WITH THE NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF SAID PARCEL 8; THENCE SOUTH 68°15'29" EAST 409,78 FEET ALONG SAID NORTHWESTERLY PROLONGATION AND SAID NORTHEASTERLY LINE OF PARCEL 8 TO A TANGENT CURVE, CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 1445.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE AND SAID NORTHEASTERLY LINE OF PARCEL 8 AN ARC LENGTH OF 535.73 FEET, THROUGH A CENTRAL ANGLE OF 21°14'32" TO A NON-TANGENT LINE, SAID NON- TANGENT LINE BEING PARALLEL WITH AND DISTANT WESTERLY 36.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE MOST EASTERLY LINE OF SAID PARCEL 8; THENCE LEAVING SAID NORTHEASTERLY LINE OF PARCEL 8, ALONG LAST SAID PARALLEL LINE, SOUTH 07°03'09" EAST 105.97 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID PARCEL 8, BEING A NON-TANGENT CURVE, CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 73.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 36°36'07" WEST; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 8 THE FOLLOWING FIVE (5) COURSES,. SOUTHERLY ALONG SAID NON-TANGENT CURVE AN ARC LENGTH OF 28.61 FEET, THROUGH A CENTRAL ANGLE OF 22°27'11" TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 60.00 FEET; A LINE RADIAL TO SAID BEGINNING OF CURVE BEARS SOUTH 59°03'18" EAST; THENCE SOUTHWESTERLY LONG LAST SAID CURVE AN ARC LENGTH OF 38.39 FEET THROUGH A CENTRAL ANGLE OF 36°39'18" TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHEASTERLY, HAVING A Item 2D-92 A-43- P6401-0001\2822145v2.doc RADIUS OF 336.00 FEET; A LINE RADIAL TO LAST SAID BEGINNING OF CURVE BEARS NORTH 22°24'00" WEST; THENCE SOUTHEASTERLY ALONG LAST SAID CURVE AN ARC LENGTH OF 120.80 FEET; THROUGH A CENTRAL ANGLE OF 20°36'00"; THENCE SOUTH 47°00'00" WEST 102.69 FEET; THENCE NORTH 89°13'34" WEST 25.84 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 1075.00 FEET, A LINE RADIAL TO SAID BE-GINNING OF CURVE BEARS NORTH 44°07'38" EAST; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 8 THE FOLLOWING TWO (2) COURSES NORTHWESTERLY ALONG LAST SAID CURVE AN ARC LENGTH OF 829.14 FEET; THROUGH A CENTRAL ANGLE OF 44°11'30"; THENCE SOUTH 89°56'08" WEST 112.85 FEET TO SAID SOUTHWEST CORNER OF PARCEL 8 AND THE POINT OF BEGINNING. Item 2D-93 EXHIBIT B-1 FORM OF MAINTENANCE EASEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Housing Division AFTER RECORDATION MAIL TO AND MAIL TAX STATEMENTS TO: [Palm Desert Palm Villas Partners LP] c/o _________________ 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: _______________ ______________________________________________________________________________ (SPACE ABOVE THIS LINE FOR RECORDER'S USE) MAINTENANCE EASEMENT AGREEMENT This Maintenance Easement Agreement (this "Agreement") is made as of ________, 202_, by and between [Palm Desert Palm Villas Partners LP., a California limited partnership] (the "Partnership"), and the City of Palm Desert, a municipal corporation (the "City”), (individually a "Party" and collectively referred to herein as the “Parties”), with reference to the following facts: RECITALS A. The Partnership owns property described in Exhibit A attached hereto ("Property"), on which the Partnership intends to construct and own affordable rental housing (“Project"). B. The City owns an approximately 26.14-acre parcel of real property located on the Dina Shore Drive in Palm Desert, California in the City of Palm Desert, California, as more particularly described in Exhibit B attached hereto (the "Parcel 9"). Parcel 9 adjoins the Property. C. As part of the Project, the Partnership intends to construct an eight (8) foot high wall along the north boundary line of the Property adjacent to Parcel 9 (the "Wall"). Item 2D-94 B-45 1065\01\3538839.2 P6401-0001\2822145v2.doc D. In connection with the Project, the Partnership desires to secure a non-exclusive, appurtenant easement for access over Parcel 9 along the Wall to remove any sand build up against the wall and to maintain and repair the exterior of the Wall in connection with such access. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows: Section 1. Grant of Easement. The City hereby grants to the Partnership and its contractors, employees, and agents (the “Permitted Parties”), for the benefit of the Property a non-exclusive easement thirty (30) feet in width for access by the Permitted Parties over and across the Parcel 9, to the extent described in Exhibit C attached hereto for the purpose of removing sand build-up against the Wall and to maintain and repair the exterior of the Wall in connection with such access (the " Easement"). The Partnership specifically acknowledges and agrees that the City is granting the Easement to the Partnership on an "as is with all faults" basis and subject to all title matters of record and all title matters visible upon inspection, without representation or warranty, express or implied. Section 2. Term. Each covenant, easement, restriction, and undertaking of the Easement contained in this Agreement will be perpetual, unless sooner terminated as a result of the demolition of the housing development on the Property, which is not replaced by another residential development. Section 3. Nature of Easement. The Easement granted in this Agreement are appurtenant to and for the benefit of the Property. The Easement may not be transferred, assigned, or encumbered except as an appurtenance to the Property. Section 4. Covenants Running with the Land. The City and the Partnership expressly intend that the covenants contained in this Agreement with respect to the Easement described in this Agreement will be equitable servitudes and covenants running with and benefiting and burdening the Property and Parcel 9. Section 5. Use of Easement. The Partnership's use of the Easement will be for the purpose of removing sand build-up against the Wall and to maintain and repair the exterior of the Wall in connection with such access. Prior to commencing the activities on the Easement, the Partnership shall provide its sand removal and maintenance plans to the City for the City's review and reasonable approval. Section 6. Insurance and Indemnification Requirements. The Partnership shall maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Easements. Section 7. Required Coverage. The Partnership must maintain and keep in force, at the Partnership's sole cost and expense, the following insurance: Item 2D-95 B-46 1065\01\3538839.2 P6401-0001\2822145v2.doc (1) Workers' Compensation insurance, as required by the State of California and consistent with statutory limits, and Employers' Liability coverage, with limits not less than One Million Dollars ($1,000,000) each accident for bodily injury or disease. (2) Commercial General Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence and Two Million Dollars ($2,000,000) aggregate combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. Products and Completed Operations coverage must be obtained no later than completion of construction of the Development. (a) General Requirements. (1) The required insurance must be provided under an occurrence form, and the Developer must maintain such coverage continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit must be three (3) times the occurrence limits specified above. (2) Commercial General Liability insurance must be endorsed to name as additional insureds the City and its elected officials, officers, directors, representatives, consultants, employees, and agents. The endorsement must include liability arising out of work or operations performed by or on behalf of the Partnership including materials, parts, or equipment furnished in connection with such work or operations. For commercial general liability, the policy must be endorsed with a form at least as broad as ISO form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used. (3) The Partnership's insurance must be primary to any other insurance (including self-insurance) available to the City (including elected officials, officers, directors, representatives, consultants, employees, and agents) with respect to any claim arising out of this Agreement. Any insurance maintained by the City shall be excess of the Partnership's insurance and shall not contribute with it. (4) No policy shall be canceled, limited, or allowed to expire without renewal until after thirty (30) days written notice has been given to the City by first class mail. (5) Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated. Section 8. Remedies. If there is a material breach of any provision of this Agreement, a non-breaching Party may serve written notice of the breach on the breaching Party. If the breach is not cured within thirty (30) days following receipt of the notice of breach (or such longer period as is reasonably necessary to remedy such breach, provided that the breaching Item 2D-96 B-47 1065\01\3538839.2 P6401-0001\2822145v2.doc Party shall continuously and diligently pursue such remedy at all times until such breach is cured), the non-breaching Party may take any and all action as permitted by law. Section 9. No Public Dedication. Nothing herein shall be deemed to be a gift or dedication of any portion of the Easements to the general public or for any public purposes whatsoever. It is the intention of the Parties that this Agreement be strictly limited to and for the purposes herein expressed. Section 10. Indemnification. The Partnership hereby agrees to release, indemnify and defend the City, its councilmembers, its officers, its employees from and against any and all claims, liabilities, losses, damages, costs and expenses arising from or as the result of the death of, or any accident, injury, loss or damage to, any person or property that occurs within the Easements. Notwithstanding the foregoing, the City will not be entitled to such indemnification for any damage to the extent caused by its own negligence or by its willful misconduct. Section 11. Notices. Formal notices, demands and communications between the Parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, return receipt requested, or express delivery service with a delivery receipt, to the principal offices of the Party as follows: City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Housing Division Partnership: [Palm Desert Palm Villas Partners LP] 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: Notices shall be deemed received as of the date delivered or delivery was refused as shown on the return receipt. The foregoing addressed may be change by notice given as provided in this Agreement. Each Party shall promptly notify each of the other Party of any change in its address as last disclosed. Section 13. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute this Agreement. Section 14. Legal Actions. If any legal action is brought to interpret or enforce the terms of this Agreement, the prevailing Party shall be entitled to recover against the Party not prevailing, all reasonable costs, including attorneys' fees, incurred in the action. Section 15. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the rights granted and the obligations hereunder assumed, however, Item 2D-97 B-48 1065\01\3538839.2 P6401-0001\2822145v2.doc nothing herein shall alter any of the City’s governmental approvals or conditions. Any oral representations or modification concerning this Agreement shall be of no force and effect excepting a subsequent modification in writing signed by the Parties. Section 16. Exhibits. Any and all Exhibits referred to in this Agreement are incorporated in this Agreement by this reference. Section 17. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their permitted successors and assigns. Section 18. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Parties. Section 19. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. WHEREFORE the Parties have executed this Agreement as of the date first written above. CITY: CITY OF PALM DESERT, a municipal corporation By: Name: Title: PARTNERSHIP: [PALM DESERT PALM VILLAS PARTNERS LP, a California limited partnership] By: Print Name: Title: Item 2D-98 EXHIBIT A Legal Description of Property Item 2D-99 EXHIBIT B Legal Description of Parcel 9 Item 2D-100 EXHIBIT C Description of Access Easement [NEED LEGAL DESCRIPTION, AT DEVELOPER EXPENSE] Item 2D-101 EXHIBIT B-2 FORM OF PARCEL 9 EASEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Housing Division AFTER RECORDATION MAIL TO AND MAIL TAX STATEMENTS TO: [Palm Desert Palm Villas Partners LP] c/o _________________ 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: _______________ ______________________________________________________________________________ (SPACE ABOVE THIS LINE FOR RECORDER'S USE) PARCEL 9 EASEMENT AGREEMENT This Parcel 9 Easement Agreement (this "Agreement") is made as of ________, 202_, by and between, [Palm Desert Palm Villas Partners LP, a California limited partnership] (the "Partnership"), and the City of Palm Desert, a municipal corporation (the "City”), (individually a "Party" and collectively referred to herein as the “Parties”), with reference to the following facts: RECITALS A. The Partnership owns an approximately 10.49-acre parcel of real property located at on the north side of Gerald Ford Drive between Portola Road and Cook Street in Palm Desert, California, as more particularly described in Exhibit A attached hereto (the “Property”) on which the Partnership intends to construct and own affordable rental housing commonly known as the “Project". B. The City owns an approximately 26.14-acre parcel of real property located on the Dina Shore Drive in Palm Desert, California in the City of Palm Desert, California, as more particularly described in Exhibit B attached hereto (the "Parcel 9") that is adjacent to the Property. Item 2D-102 1065\01\3538839.2 P6401-0001\2822145v2.doc C. The Partnership desires to construct street improvements across Parcel 9 to gain access Dinah Shore Drive (the "Street Improvements"), which Street Improvements will be connected to the private street improvements on the Property. D. In connection with the Project, the Partnership desires to secure a non-exclusive, appurtenant easement (subject to the terms and conditions of this Agreement), to allow for: (i) access, ingress and egress by and for the Permitted Parties (defined below) including both pedestrian and vehicular access, with respect to Parcel 9; (ii) construction of the Street Improvements; (iii) maintenance, repair, and replacement of the Street improvements. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows: Section 1. Grant of Easements. The City hereby grants to the Partnership and its tenants, subtenants, licensees, invitees, customers, contractors, employees, and agents (the “Permitted Parties”), for the benefit of the Property the following easements: (i) a non-exclusive easement for pedestrian and vehicular access, ingress and egress by the Permitted Parties over and across Parcel 9, to the extent described in Exhibit C attached hereto (the "Access Easement"); (ii) an exclusive temporary easement over the Access Easement in order to construct, alter, remodel, demolish, repair, restore and reconstruct the Street Improvements (the "Construction Easement"); and (iii) a non-exclusive easement over, upon and across the Access Easement for the purpose of maintaining, operating and repairing the Private Street Improvements (the "Maintenance Easement") The Access Easement, the Construction Easement, and the Maintenance Easement shall be collectively referred to herein as the "Easements". The Partnership specifically acknowledges and agrees that the City is granting the Easements to the Partnership on an "as is with all faults" basis and subject to all title matters of record and all title matters visible upon inspection, without representation or warranty, express or implied. Section 2. Term. Subject to the provisions of Section 3, each covenant, easement, restriction, and undertaking of the Easement contained in this Agreement will be perpetual, except that they shall end upon the demolition of the housing development on the Property, and the failure to replace such development with another residential development. Section 3. Termination of the Easement. The Parties intend that upon completion of the Street Improvements, the City will inspect the completed improvements and confirm that the improvements comply with the City standards for a public street or notify the Partnership of why they don’t comply. Following the City's confirmation of the Street Improvement compliance with City standards, the City shall accept a dedication of the Access Easement as a public street and, at which time, the Easements shall terminate. The Parties shall execute and record the appropriate documents to evidence the termination of the Easements. Section 4. Nature of Easements. The Easements granted in this Agreement are appurtenant to and for the benefit of the Property. The Easements may not be transferred, assigned, or encumbered except as an appurtenance to the Property. Item 2D-103 1065\01\3538839.2 P6401-0001\2822145v2.doc Section 5. Covenants Running with the Land. The City and the Partnership expressly intend that the covenants contained in this Agreement with respect to the Easements described in this Agreement will be equitable servitudes and covenants running with and benefiting and burdening the Property and Parcel 9. Section 6. Construction of the Street Improvements. The Partnership shall construct the Private Street Improvement in accordance with City-approved plans and specifications for the construction of the Private Street Improvements. The Partnership shall diligently prosecute such construction to completion at the Partnership's sole cost and expense. The Partnership agrees that the Street Improvements shall be constructed in a good and workmanlike manner and in accordance with all applicable laws, rules, ordinances and regulations. Section 7. Maintenance and Repair of Access Easement. The Partnership shall provide for the appropriate upkeep and maintenance of the portion of the Access Easement to ensure that the Access Easement is maintained in good condition and repair and clean and free of rubbish, debris and other hazards to users. The Partnership's shall maintain the surface of the Access Easement so that the surface is level and evenly covered with the type of surfacing material originally installed or a substitute material that is equal in quality, appearance, and durability. Section 8. Insurance and Indemnification Requirements. The Partnership shall maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Easements. Section 10. Required Coverage. The Partnership must maintain and keep in force, at the Partnership's sole cost and expense, the following insurance: (1) Workers' Compensation insurance, as required by the State of California and consistent with statutory limits, and Employers' Liability coverage, with limits not less than One Million Dollars ($1,000,000) each accident for bodily injury or disease. (2) Commercial General Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence and Five Million Dollars ($5,000,000) aggregate combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. Products and Completed Operations coverage must be obtained no later than completion of construction of the Development. The Partnership shall cause the Partnership's general contractor to maintain Commercial General Liability insurance with limits not less than Two Million Dollars ($2,000,000) each occurrence and Four Million Dollars ($4,000,000) aggregate combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. (a) General Requirements. (1) The required insurance must be provided under an occurrence form, and the Partnership must maintain such coverage continuously throughout the Item 2D-104 1065\01\3538839.2 P6401-0001\2822145v2.doc Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit must be three (3) times the occurrence limits specified above. (2) Commercial General Liability insurance must be endorsed to name as additional insureds the City and its elected officials, officers, directors, representatives, consultants, employees, and agents. The endorsement must include liability arising out of work or operations performed by or on behalf of the Partnership including materials, parts, or equipment furnished in connection with such work or operations. For commercial general liability, the policy must be endorsed with a form at least as broad as ISO form 20 10, GC 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used. (3) The Partnership's insurance must be primary to any other insurance (including self-insurance) available to the City (including elected officials, officers, directors, representatives, consultants, employees, and agents) with respect to any claim arising out of this Agreement. Any insurance maintained by the City shall be excess of the Partnership's insurance and shall not contribute with it. (4) No policy shall be canceled, limited, or allowed to expire without renewal until after thirty (30) days written notice has been given to the City by first class mail. (5) Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated. Section 11. Indemnification. The Partnership hereby agrees to release, indemnify and defend the City, its councilmembers, its officers, its employees from and against any and all claims, liabilities, losses, damages, costs and expenses arising from or as the result of the death of, or any accident, injury, loss or damage to, any person or property that occurs within the Easements. Notwithstanding the foregoing, the City will not be entitled to such indemnification for any damage to the extent caused by its own negligence or by its willful misconduct. Section 12. Remedies. If there is a material breach of any provision of this Agreement, a non-breaching Party may serve written notice of the breach on the breaching Party. If the breach is not cured within thirty (30) days following receipt of the notice of breach (or such longer period as is reasonably necessary to remedy such breach, provided that the breaching Party shall continuously and diligently pursue such remedy at all times until such breach is cured), the non-breaching Party may take any and all action as permitted by law. Section 13. No Public Dedication. Nothing herein shall be deemed to be a gift or dedication of any portion of the Easements to the general public or for any public purposes whatsoever. It is the intention of the Parties that this Agreement be strictly limited to and for the purposes herein expressed. The right of the public or any person to make any use whatsoever of the Access Easement or any portion thereof is by permission and subject to the mutual agreement of the Parties. Notwithstanding anything to the contrary herein, the Parties may, by mutual Item 2D-105 1065\01\3538839.2 P6401-0001\2822145v2.doc agreement, periodically restrict ingress and egress to and from any or all of the Access Easement in order to prevent any type of prescriptive easement from arising by reason of continued public use. Section 14. Notices. Formal notices, demands and communications between the Parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail, return receipt requested, or express delivery service with a delivery receipt, to the principal offices of the Party as follows: City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Housing Division Partnership: [Palm Desert Palm Villas Partners LP] 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: Notices shall be deemed received as of the date delivered or delivery was refused as shown on the return receipt. The foregoing addressed may be change by notice given as provided in this Agreement. Each Party shall promptly notify each of the other Party of any change in its address as last disclosed. Section 15. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute this Agreement. Section 16. Legal Actions. If any legal action is brought to interpret or enforce the terms of this Agreement, the prevailing Party shall be entitled to recover against the Party not prevailing, all reasonable costs, including attorneys' fees, incurred in the action. Section 17. Entire Agreement. This Agreement contains the entire agreement between the Parties relating to the rights granted and the obligations hereunder assumed (but nothing herein shall alter any governmental approvals or conditions issued by the City). Any oral representations or modification concerning this Agreement shall be of no force and effect excepting a subsequent modification in writing signed by the Parties. Section 18. Exhibits. Any and all Exhibits referred to in this Agreement are incorporated in this Agreement by this reference. Section 19. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their permitted successors and assigns. Section 20. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Parties. Item 2D-106 1065\01\3538839.2 P6401-0001\2822145v2.doc Section 21. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Item 2D-107 1065\01\3538839.2 P6401-0001\2822145v2.doc WHEREFORE the Parties have executed this Agreement as of the date first written above. CITY: CITY OF PALM DESERT, a municipal corporation By: Name: Title: PARTNERSHIP: [PALM DESERT PALM VILLAS PARTNERS LP, a California limited partnership] By: Print Name: Title: Item 2D-108 EXHIBIT A Legal Description of Property Item 2D-109 EXHIBIT B Legal Description of Parcel 9 Item 2D-110 EXHIBIT C Description of Access Easement [WILL NEED LEGAL DESCRIPTION, AT DEVELOPER’S COST, NOT JUST A DIAGRAM] Item 2D-111 EXHIBIT C FORM OF GRANT DEED RECORDING REQUESTED BY: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attention: Housing Division AFTER RECORDATION MAIL TO AND MAIL TAX STATEMENTS TO: [Palm Desert Palm Villas Partners LP] 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: President ______________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE APN# ________________ THE UNDERSIGNED GRANTOR(S) DECLARE(S): Documentary Transfer Tax is $___________City Transfer Tax is $0 x computed on full value of property conveyed, or  computed on full value less value of liens and/or encumbrances remaining at time of sale,  Unincorporated Area [___], County of Riverside EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2) GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, City of Palm Desert, a municipal corporation (herein called "Grantor") grants to [Palm Desert Palm Villas Partners LP, a California limited partnership] [NEED ORG DOCS] (herein called "Grantee"), the real property located at in the City of Palm Desert, CA (the "Property"), legally described in Exhibit A, together with all of Grantor’s right, title and interest in and to all easements, privileges and rights appurtenant to the Property, that are not public rights of way, or public improvements, subject to (a) all real property taxes, if any, (b) all assessments, if any, (c) all other liens, leases, easements, encumbrances, covenants, conditions, restrictions and other matters of record, and (d) all matters affecting the title that would be revealed by an accurate survey of the subject property. Grantor disclaims any and all express or implied warranties regarding the Property other than the implied warranties stated in Section 1113 of the California Civil Code. 1. The Property is conveyed subject to the Amended and Restated Disposition, Development and Item 2D-112 P6401-0001\2822145v2.doc Loan Agreement dated in June, 2023, by and between Grantor and Palm Companies, LLC, an affiliate of Grantee (the "Agreement"). 2. Grantee herein covenants by and for itself, its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, national origin, ancestry, disability (actual or perceived), medical condition, age, source of income, familial status, marital status, domestic partner status, sex, sexual preference/orientation, Acquired Immune Deficiency Syndrome (AIDS) – acquired or perceived, or any additional basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, as such provisions may be amended from time to time, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property herein conveyed nor shall the Grantee or any person claiming under or through the Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, vendees, or employees in the Property herein conveyed. The foregoing covenant shall run with the land. All deeds, leases or other real property conveyance contracts entered into by the Grantee on or after the date of this Grant Deed as to any portion of the Property shall contain the following language: (a) In Deeds: "Grantee herein covenants by and for itself, its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, national origin, ancestry, disability (actual or perceived), medical condition, age, source of income, familial status, marital status, domestic partner status, sex, sexual preference/orientation, Acquired Immune Deficiency Syndrome (AIDS) – acquired or perceived, or any additional basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, as such provisions may be amended from time to time, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, vendees, or employees in the property herein conveyed. The foregoing covenant shall run with the land." (b) In Leases: "The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns and all persons claiming under or through the lessee that his lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, religion, creed, national origin, ancestry, disability (actual or perceived), medical condition, age, source of income, familial status, marital status, domestic partner status, sex, sexual preference/orientation, Acquired Immune Deficiency Syndrome (AIDS) – acquired or perceived, or any additional basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases Item 2D-113 P6401-0001\2822145v2.doc are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, as such provisions may be amended from time to time, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, vendees, or employees in the land herein leased." (c) In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, creed, national origin, ancestry, disability (actual or perceived), medical condition, age, source of income, familial status, marital status, domestic partner status, sex, sexual preference/orientation, Acquired Immune Deficiency Syndrome (AIDS) – acquired or perceived, or any additional basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, as such provisions may be amended from time to time, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, vendees, or employees of the land." 3. The covenants contained in this Grant Deed shall be construed as covenants running with the land. [SIGNATURES ON FOLLOWING PAGE] Item 2D-114 P6401-0001\2822145v2.doc IN WITNESS WHEREOF, the Grantor has caused this Grant Deed to be executed by its duly authorized representative. Executed as of the __ day of _______________, 202_ CITY CITY OF PALM DESERT a municipal corporation By: __________________________ Mayor ATTEST: By: __________________________ _____________, City Clerk Item 2D-115 P6401-0001\2822145v2.doc EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF PALM DESERT, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Item 2D-116 P6401-0001\2822145v2.doc 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. State of ____________________ County of ___________________ On _______________________ before me, _ __________________, notary public 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. Item 2D-117 EXHIBIT D FORM OF DENSITY BONUS AGREEMENT Item 2D-118 12812-0001\2714320v4.doc RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Attn: _________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY This Document is recorded for the benefit of the City of Palm Desert and is exempt from recording fees pursuant to Sections 6103, 27383 and 27388.1 of the California Government Code. HOUSING AGREEMENT (Density Bonus Agreement) by and between the CITY OF PALM DESERT, and __________________________ DATED AS OF _________ ____, 202__ Item 2D-119 ARTICLE 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Rules of Construction ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS 2.1 Apartment Community and Affordable Units 2.2 Residential Rental Property 2.3 Very Low Income Households 2.4 Affordable Rent 2.5 Rent Increases 2.6 Income Recertification of Affordable Units 2.7 Lease or Occupancy Agreement 2.8 Security Deposits 2.9 Additional Information; Books and Records 2.10 Specific Performance 2.11 Audit 2.12 Management 2.13 Binding for Term ARTICLE 3. TERM AND RECORDATION 3.1 Term of Agreement 3.2 Agreement to Record 3.3 Early Termination of Restrictions ARTICLE 4. DEFAULT; REMEDIES 4.1 An Event of Default 4.2 City’s Option to Lease 4.3 Specific Performance Item 2D-120 TABLE OF CONTENTS (cont’d) Page -3- 12812-0001\2714320v4.doc 4.4 Action at Law; No Remedy Exclusive ARTICLE 5. GENERAL PROVISIONS 5.1 Limitations on Recourse 5.2 Maintenance, Repair, Alterations 5.3 Notice 5.4 Relationship of Parties 5.5 No Claims 5.6 Conflict of Interests 5.7 Non-Liability of City Officials, Employees and Agents 5.8 Unavoidable Delay; Extension of Time of Performance 5.9 Indemnity 5.10 Rights and Remedies Cumulative 5.11 Applicable Law 5.12 Severability 5.13 Legal Actions 5.14 Binding Upon Successors 5.15 Time of the Essence 5.16 Approval by the City 5.17 Complete Understanding of the Parties 5.18 Covenants to Run With the Land 5.19 Burden and Benefit 5.20 Counterparts 5.21 Amendments Item 2D-121 TABLE OF CONTENTS (cont’d) Page -4- 12812-0001\2714320v4.doc EXHIBIT A Description of Property EXHIBIT B Income Certification EXHIBIT C Certificate of Continuing Compliance Item 2D-122 HOUSING AGREEMENT THIS HOUSING AGREEMENT (the “Agreement”) is dated as of ______________ ___, 202__, and is by and between the CITY OF PALM DESERT, a municipal corporation (the “City”), and ____________________________ (the “Owner”). City and Owner are sometimes referred to herein individually as a “Party” and collectively as “Parties”. RECITALS This Agreement is predicated upon the following facts: A. The Owner is the owner of the land described in “Exhibit A” attached hereto (the “Property”). B. The City, the Palm Desert Housing Authority (“Authority”) and Owner have entered into that certain Amended and Restated Disposition, Development and Loan Agreement dated June 22, 2023 (“DDLA”), pursuant to which the City conveyed the Property to the Owner for the development described in the DDLA (“Development” or “Apartment Community”) and made a loan to Owner for the purchase price of the Property (“City Loan”). Capitalized terms used but not defined herein shall have the meaning set forth in the DDLA. C. Pursuant to the DDLA: (i) the Owner executed a Promissory Note in favor of City and a deed of trust in favor of City securing such Promissory Note for the purchase price of the Property, subject to and in accordance with the DDLA; and (ii) the Owner executed a Promissory Note in favor of Authority and a deed of trust in favor of Authority securing such Promissory Note and the Authority is obligated to make disbursements of loan proceeds for some of the costs of construction of the Development on the Property, subject to and in accordance with the DDLA. D. Additionally, Owner has applied for and obtained a density bonus from the City for the Development which permits greater density and less parking that would otherwise be required, and in exchange, City also requires that the apartment units be so restricted of record, and that such restrictions not be subordinate or subordinated to any deeds of trust or other consensual liens. E. This Agreement is that density bonus restrictions agreement. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the Owner hereby agree as follows: ARTICLE 1. DEFINITIONS AND INTERPRETATION. 1.1 Definitions. Capitalized terms used herein shall have the following meanings unless the context in which they are used clearly requires otherwise. Item 2D-123 -6- 12812-0001\2714320v4.doc “Affordable Units” shall mean twenty-four (24) of the units in the Apartment Community available to and occupied by, or held vacant for occupancy only by, Very Low Income Households and rented at an Affordable Rent. The Affordable Units will include the number of bedrooms shown on the following table: Bedroom Size Very Low Income Household Units One 3 Two 15 Three 6 Total: 24 “Affordable Rent” shall mean rent for an Affordable Unit, including a Reasonable Utility Allowance, determined pursuant to California Health and Safety Code Section 50053(b) and the state regulations adopted by the California Department of Housing and Community Development (“HCD”) pursuant thereto, as amended from time to time, based upon the AMI adjusted for a Household Size Appropriate to the Affordable Unit. More specifically, the maximum monthly Affordable Rent, including a Reasonable Utility Allowance, may not exceed thirty percent (30%) of fifty percent (50%) of the AMI, adjusted for a Household Size Appropriate to the Affordable Unit, divided by twelve. “AMI” shall mean the area median income for Riverside County as published by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50052.5, or successor statute, as adjusted for family size in accordance with the state regulations adopted pursuant to California Health and Safety Code Section 50052.5. “Household Size Appropriate to the Affordable Unit” in the absence of pertinent federal statutes or regulations applicable to the Apartment Community, shall have the meaning set forth in California Health and Safety Code Section 50052.5(h), as amended from time to time. “Reasonable Utility Allowance” shall mean a utility allowance for utilities paid by a tenant (not including telephone, internet or cable service) utilizing the utility allowance schedule published annually by the Housing Authority of the County of Riverside. “Required Covenant Period” shall mean the period commencing on the date all units in the Apartment Community have been completed as evidenced by the City’s issuance of a final Certificate of Occupancy for the Apartment Community, and ending as of the fifty-fifth (55th) anniversary thereof. “Very Low Income Household” shall mean persons and families who meet the fifty percent (50%) or less of AMI income qualification limits set forth in California Health and Safety Code Section 50105 and Title 25 of the California Code of Regulations, including Section 6910, as such statute and regulations are amended from time to time. Item 2D-124 -7- 12812-0001\2714320v4.doc 1.2 Rules of Construction. 1.2.1 The singular form of any word used herein, including the terms defined herein shall include the plural and vice versa. The use herein of a word of any gender shall include correlative words of all genders. 1.2.2 Unless otherwise specified, references to articles, sections, and other subdivisions of this Agreement are to the designated articles, sections, and other subdivisions of this Agreement as originally executed. The words “hereof,” “herein,” “hereunder,” and words of similar import shall refer to this Agreement as a whole. 1.2.3 All of the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Agreement and to sustain the validity hereof. 1.2.4 Headings or titles of the several articles and sections hereof and the table of contents appended to copies hereof shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of the provisions hereof. ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS. 2.1 Apartment Community and Affordable Units. The Owner shall develop and construct the Apartment Community on the Property in conformity with the DDLA. Thereafter, during the Required Covenant Period, the Owner agrees that not less than twenty-four (24) units in the Apartment Community shall be Affordable Units under this Agreement, meaning that such units shall be continually available to and occupied by, or held vacant for occupancy only by, Very Low Income Households. All of the rental units in the Apartment Community shall be similarly constructed and all of the Affordable Units shall be generally constructed at the same time as those units which are available to other tenants, and distributed in terms of location throughout the Apartment Community. The Affordable Units shall be of comparable quality to those rental units in the Apartment Community which are available to other tenants. The Owner agrees that, to the extent commercially reasonable, Affordable Units will not be underutilized. No persons shall be permitted to occupy any Affordable Unit in excess of applicable limit of maximum occupancy set by the City’s Municipal Code and the laws of the State of California. 2.2 Residential Rental Property. The Owner covenants to operate the Apartment Community as residential rental property. During the Required Covenant Period, the Affordable Units will be held and used for the purpose of providing residential living, and the Owner shall own, manage and operate, or cause the management and operation of, the Apartment Community to provide such affordable rental housing. All of the rental units in the Apartment Community with the exception of two (2) manager units will be available for rental on a continuous basis to members of the general public and the Owner will not give preference to any particular class or group in renting the units in the Apartment Community, except as required under this Agreement . The Owner shall not convert any Affordable Unit(s) to condominiums or cooperative ownership or sell condominium or cooperative conversion rights to any Affordable Unit(s) during the term of this Agreement. Item 2D-125 -8- 12812-0001\2714320v4.doc 2.3 Very Low Income Households. 2.3.1 Income Qualification; Initial Certification. Subject to the applicable provisions hereof, throughout the Required Covenant Period, the Affordable Units restricted by this Agreement will be exclusively occupied by, or available for occupancy only by Very Low Income Households on a continuous basis. Prior to the rental or lease of an Affordable Unit and in accordance with Section 2.6 hereof, the Owner will obtain and maintain on file a Household Income Certification (“Income Certification”) substantially in the form attached hereto as Exhibit “B” and incorporated herein by this reference for each Very Low Income Household, and shall provide copies of same to the City at such times as the City may, from time to time, reasonably require. In addition, the Owner will provide such further information as may reasonably be required in the future by the City. The Income Certification shall be dated immediately prior to the applicable household’s initial occupancy of an Affordable Unit. The Owner shall make a good faith effort to verify that the income provided by an applicant in an Income Certification is accurate by taking any one or more of the following steps as part of the verification process for all household members over the age of eighteen (18) as appropriate: (i) Obtain two (2) pay stubs for the two (2) most recent pay periods; (ii) Obtain a true copy of an income tax return for the most recent tax year in which a return was filed; (iii) Obtain an income verification form from the household member’s current employer; (iv) Obtain an income verification form from the Social Security Administration and/or the State Department of Social Services, or its equivalent, if the household member receives assistance from either of those agencies; (v) If the household member is unemployed and has no tax return, obtain another form of independent verification; or (vi) Obtain such other documentation as may be reasonably acceptable pursuant to Title 25 of the California Code of Regulations, as amended from time to time, to verify income. 2.3.2 Certificate of Continuing Program Compliance; Annual Report. Throughout the Required Covenant Period, the Owner will prepare and submit to the City, at such periodic frequency as the City might reasonably require, but not more than once annually, a Certificate of Continuing Compliance in substantially the form attached hereto as Exhibit “C” and incorporated herein by this reference, and executed by the Owner. The Owner will also prepare and submit to the City on or before each anniversary date of the commencement of the Required Covenant Period, and for the preceding calendar year, a report in form and substance reasonably satisfactory to the City summarizing the vacancy rate of the Apartment Community, including the number of Affordable Units held vacant for occupancy by Very Low Income Households for such calendar year. Item 2D-126 -9- 12812-0001\2714320v4.doc 2.4 Affordable Rent. Throughout the Required Covenant Period, an Affordable Rent shall be charged to the Very Low Income Household occupants of Affordable Units, as more specifically described above. 2.5 Rent Increases. Rents for Affordable Units may be increased not more than once per year and twelve (12) months must have elapsed since the date of the tenant’s initial occupancy or the last rent increase. The rents charged following such an increase, or upon a vacancy and new occupancy by a Very Low Income Household shall not exceed an Affordable Rent. The Owner shall, consistent with applicable law, give proper written notice to tenants of all rent increases, and upon written request, provide the City with reasonable detail concerning the amount of and rationale for such rent increases. 2.6 Income Recertification of Affordable Units. Annually, on the anniversary date of occupancy of an Affordable Unit by a Very Income Household, the Owner shall obtain and maintain on file an annual income certification, in form and substance reasonably satisfactory to the City, from each household occupying an Affordable Unit, based upon the current income of each household member over the age of eighteen (18). The Owner shall make a good faith effort to verify that the income provided by the household is accurate in accordance with Section 2.3.1, above. 2.6.1 A rental unit occupied by a household that qualifies as a Very Low Income Household at the time the household first occupies an Affordable Unit shall be deemed to continue to be so occupied until a recertification of such household’s income demonstrates that such household no longer qualifies as a Very Low Income Household. At such time as a household ceases to qualify as a Very Low Income Household based on income recertification, the Owner shall designate the next available unit (one that is not occupied by a tenant) with the same number of bedrooms as the occupied Affordable Unit and it shall be leased to a Very Low Income Household, so that the number of Affordable Units occupied by or reserved for occupancy by Very Low Income Households will remain constant. For purposes of this Agreement, such designated unit will be considered an Affordable Unit if it is held vacant and available solely for occupancy by a Very Low Income Household and, upon occupancy, the income eligibility of the household as a Very Low Income Household is verified and the unit is rented at Affordable Rent. 2.7 Lease or Occupancy Agreement. Prior to the rental or lease of an Affordable Unit to a Very Low Income Household, the Owner shall require the tenant to execute a written lease or occupancy agreement. The Owner shall maintain on file throughout the Required Covenant Period and for a four (4) year period thereafter, the executed lease or occupancy agreement of each tenant occupying an Affordable Unit. The form of lease or occupancy agreement used by the Owner for the lease or rental of Affordable Units shall be that which is reasonable and customary in residential leasing. In addition, each lease or occupancy agreement for an Affordable Unit shall (i) provide that the tenants of such Affordable Unit shall be subject to annual recertification of income and subject to rental increases in accordance with Sections 2.5 and 2.6 of this Agreement, and (ii) contain a provision to the effect that the Owner has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the Affordable Unit, and that any material misstatement in such Item 2D-127 -10- 12812-0001\2714320v4.doc certification (whether or not intentional) may be cause for immediate termination of such lease or occupancy agreement. 2.7.1 The Owner shall refrain from restricting the rental or lease of Affordable Units on the basis of race, color, religion, sex, marital status, disability, ancestry or national origin of any person. 2.7.2 The covenants established herein shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City, and its successors and assigns, and shall burden and run with the Property. 2.7.3 The City is deemed to be the beneficiary of the terms and provisions of the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these covenants running with the land have been provided. 2.8 Security Deposits. The Owner may require security deposits on Affordable Units in amounts which are consistent with applicable law. 2.9 Additional Information; Books and Records. The Owner shall provide any additional information concerning the Affordable Units reasonably requested by the City. The Owner will maintain complete and accurate records pertaining to the Affordable Units throughout the Covenant Period and for a four (4) year period thereafter. The City shall have the right upon written notice of no less than two (2) business days to the Owner, at any time during normal business hours of 9:00 am to 5:00 pm, to examine of all books, records or other documents maintained by the Owner or by any of the Owner’s agents which pertain to any Affordable Unit, including all executed leases or occupancy agreements and all Income Certifications, and obtain copies of any requested executed leases, occupancy agreements and Income Certifications within ten (10) business days following such examination and the City’s written request. 2.10 Specific Performance. The Owner hereby agrees that specific enforcement of the Owner’s agreement to comply with the allowable rent and occupancy restrictions and covenants contained herein is one of the reasons and consideration for the City having granted a density bonus and that, in the event of the Owner’s breach of such requirements, potential monetary damages to the City, as well as to existing and prospective Very Low Income Households, would be difficult, if not impossible, to evaluate and quantify. Therefore, in addition to any other relief to which the City may be entitled as a consequence of the breach hereof, the Owner agrees to the imposition of the remedy of specific performance against it in the case of any event of default by the Owner in complying with any provision of this Agreement beyond any applicable notice and cure period. 2.11 Audit. The City shall have the right to perform an audit of the Apartment Community to determine compliance with the provisions of this Agreement. Such audit shall not be undertaken more often than once each calendar year. All costs and expenses associated with the audit shall be paid by the Owner. 2.12 Management. The Owner and/or the management agent (if not the Owner) shall operate the Apartment Community in a manner that will provide decent, safe and sanitary residential Item 2D-128 -11- 12812-0001\2714320v4.doc facilities to the occupants thereof, and will comply with provisions of this Agreement. Upon the written request of the City, the Owner shall cooperate with the City in the periodic review (but not more than once each calendar year) of the management practices and financial status of the Affordable Units. The purpose of each periodic review will be to enable the City to determine if the Affordable Units are being operated and managed in accordance with the requirements and standards of this Agreement. Results of such City review shall be provided to the Owner, and the City shall have the authority to require the Owner to make modifications that are reasonably necessary to ensure the objectives of this Agreement are met. 2.13 Binding for Term. It is intended by the Parties that except as may be otherwise expressly provided herein, the provisions of this Agreement shall apply to the Apartment Community throughout the entire term hereof, as established in Section 3.1 below. ARTICLE 3. TERM AND RECORDATION. 3.1 Term of Agreement. This Agreement shall remain in full force and effect for the Required Covenant Period, unless the Owner and the City agree, in writing, to terminate this Agreement prior to the expiration of the Required Covenant Period. Unless terminated earlier pursuant to the prior sentence of this Section 3.1, or Section 3.3 below, the Parties intend that the provisions and effect of this Agreement and specifically of Article 2 hereof, shall remain in full force and effect for the entire Required Covenant Period. 3.2 Agreement to Record. The Owner represents, warrants, and covenants that this Agreement will be recorded in the real property records of Riverside County. 3.3 Suspension of Restrictions. Notwithstanding the generality of the foregoing provisions of this Article 3 or any other provisions hereof, this Agreement and all of the terms and restrictions contained herein shall be suspended for any period of involuntary noncompliance as a result of unforeseen events such as fire or act of God which leaves the entire Apartment Community uninhabitable (and the proceeds of insurance available to the Owner as a result thereof are insufficient to reconstruct the Apartment Community), or a change in a federal or state law or an action by the federal government, the State or a court of competent jurisdiction, after the date of recordation hereof, that prevents the City from enforcing the provisions of this Agreement, or a condemnation or a similar event. ARTICLE 4. DEFAULT; REMEDIES. 4.1 An Event of Default. Each of the following shall constitute an “Event of Default” by the Owner under this Agreement: 4.1.1 Failure by the Owner to duly perform, comply with and observe any of the conditions, terms, or covenants of any agreement with the City concerning the Apartment Community, or of this Agreement, if such failure remains uncured thirty (30) days after written notice of such failure from the City to the Owner in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Owner fails to commence such cure within such thirty (30) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period or notice requirement is specified under any other section of this Agreement, then the specific provision shall control. Item 2D-129 -12- 12812-0001\2714320v4.doc 4.1.2 Any representation or warranty contained in this Agreement or in any application, financial statement, certificate, or report submitted by the Owner to the City proves to have been incorrect in any material respect when made. 4.1.3 A court having jurisdiction shall have made or rendered a decree or order: (i) adjudging the Owner to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of the Owner or seeking any arrangement on behalf of the Owner under the bankruptcy laws or any other applicable debtor’s relief law or statute of the United States or of any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of the Owner in bankruptcy or insolvency or for any of its properties; or (iv) directing the winding up or liquidation of the Owner, providing, however, that any such decree or order described in any of the foregoing subsections shall have continued unstayed or undischarged for a period of ninety (90) days. 4.1.4 The Owner shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment or execution on any substantial part of its property, unless the property so assigned, sequestered, attached, or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure hereunder) or prior to sale pursuant to such sequestration, attachment, or execution. If the Owner is diligently working to obtain a return or release of the property and the City’s interests hereunder are not imminently threatened in its reasonable business judgment, then the City shall not declare a default under this subsection. 4.1.5 The Owner shall have voluntarily suspended its business or dissolved. 4.1.6 The seizure or appropriation of all or, in the reasonable opinion of the City, a substantial part of the Apartment Community, except for condemnation initiated by the City or any governmental agency or authority. 4.1.7 There should occur any default declared by any lender under any loan document or deed of trust relating to any loan made in connection with the Apartment Community, which loan is secured by a deed of trust or other instrument affecting the Apartment Community, and such default remains uncured following the expiration of any applicable cure period. 4.2 City’s Option to Lease. [INTENTIONALLY OMITTED} 4.3 City Remedies. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require the Owner to perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions hereof, provided that in any such case the City has first provided the required notice of any alleged default and the Owner has had the requisite opportunity to cure pursuant to Section 4.1.1, above. 4.4 Action at Law; No Remedy Exclusive. The City may take whatever action at law or in equity as may be necessary to enforce performance and observance of any obligation, agreement or covenant of the Owner under this Agreement. No remedy herein conferred upon or reserved by the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given Item 2D-130 -13- 12812-0001\2714320v4.doc under this Agreement or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as the City may deem expedient. In order to entitle the City to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be herein otherwise expressly required or required by law to be given. ARTICLE 5. GENERAL PROVISIONS. 5.1 Limitations on Recourse. Notwithstanding anything to the contrary contained in this Agreement, except in the event of fraud, waste, or illegal acts, or with regard to any indemnity obligations imposed upon the Owner under the terms of this Agreement, (i) no partner, member, officer or director, as applicable, of the Owner (each, an “Owner Affiliate”) shall have any direct, indirect or derivative personal liability for the obligations of the Owner under this Agreement, and (ii) the City shall not exercise any rights or institute any action against any Owner Affiliate directly, indirectly or derivatively for the payment of any sum of money that is or may become payable hereunder. 5.2 Maintenance, Repair, Alterations. The Owner shall maintain and preserve the Apartment Community in good condition and repair in accordance with the Ground Lease, and shall otherwise comply with the Ground Lease and all laws, ordinances, rules, regulations, covenants, conditions, restrictions, and orders of any governmental authority now or hereafter affecting the conduct or operation of the Apartment Community or any part thereof or requiring any alteration or improvement to be made thereon. The Owner shall not commit, suffer, or permit any act to be done in, upon, or to the Apartment Community or any part thereof in violation of any such laws, ordinances, rules, regulations, or orders. The Owner hereby agrees that the City may conduct from time to time through representatives, upon reasonable notice of no less than twenty-four (24) hours, on-site inspections and observation of: (i) the maintenance and repair of the Apartment Community, including a review of all maintenance and repair programs and practices and all reports and records pertaining thereto, including records of expenditures relating thereto; and (ii) such other facilities, practices, and records of the Owner relating to the Affordable Units as the City reasonably deems to be necessary or appropriate in order to monitor the Owner’s compliance with the provisions of this Agreement. 5.3 Notices. All notices (other than telephone notices), certificates or other communications (other than telephone communications) required or permitted hereunder shall be sufficiently given and should be deemed given when sent by certified mail, postage prepaid, or twenty-four (24) hours following delivery of such notice to Federal Express or similar commercial carrier for next business day or overnight delivery, addressed as follows: If to the City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Attn: Housing Division Item 2D-131 -14- 12812-0001\2714320v4.doc If to the Owner: _________________ 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: President 5.4 Relationship of Parties. Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and the Owner or the Owner’s agents, employees or contractors, and the Owner shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the operation of the Apartment Community. The Owner has and hereby retains the right to exercise full control of employment, direction, compensation and discharge of all persons assisting in the performance of services hereunder. In regards to the on-site operation of the Apartment Community, the Owner shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding and all other laws and regulations governing such matters. The Owner agrees to be solely responsible for its own acts and those of its agents and employees. 5.5 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person the Owner may have employed or with whom the Owner may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the operation of the Affordable Units. 5.6 Conflict of Interests. No member, official or employee of the City shall make any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No officer or employee of the Owner shall acquire any interest in conflict with or inimical to the interests of the City. 5.7 Non-Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Owner, 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 Owner or successor in connection with this Agreement or on any obligation of the City under the terms of this Agreement. 5.8 Unavoidable Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, performance by either Party hereunder that relates to a construction obligation shall not be deemed to be in default where it is due to an “Unavoidable Delay.” “Unavoidable Delay” means a delay due to the elements (including unseasonable weather), fire, earthquakes or other acts of God, strikes, pandemics, labor disputes, lockouts, shortages of construction materials experienced generally in the construction industry in the local Item 2D-132 -15- 12812-0001\2714320v4.doc area, acts of the public enemy, riots, insurrections or governmental regulation of the sale or transportation of materials, supply or labor; provided, however, that to the extent a delay is caused by any other reason that the Owner reasonably believes is beyond its control, the Owner may request, on a case-by-case basis, that the City excuse any such delay as an Unavoidable Delay and the City shall make its determination as to whether such delay constitutes an Unavoidable Delay using its reasonable judgment. 5.9 Indemnity. The Owner shall indemnify, defend and hold harmless the City and all officials, employees and agents of City (with counsel reasonably satisfactory to the City) against any costs, liabilities, damages or judgments arising from claims or litigation of any nature whatsoever brought by third parties and directly or indirectly arising from the Owner’s ownership or operation of the Apartment Community, or the Owner’s performance of its obligations under this Agreement, and in the event of settlement, compromise or judgment hold the City free and harmless therefrom. Notwithstanding the foregoing, the indemnity provisions contained in this Section 5.9 shall not apply with respect to any costs, liabilities, damages or judgments arising directly or indirectly from the City’s rental of units within the Apartment Community as described in Section 4.2 hereof. The provisions of this Section 5.9 shall survive the term of this Agreement. 5.10 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default by the other Party. No waiver of any default or breach by the Owner hereunder shall be implied from any omission by the City to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such wavier shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by the City to or of any act by the Owner requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement, nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under any agreements ancillary or related hereto. 5.11 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California. 5.12 Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 5.13 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party Item 2D-133 -16- 12812-0001\2714320v4.doc prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorneys’ fees and costs incurred in such action (including all legal fees incurred in any appeal or in any action to enforce any resulting judgment), as awarded by a court of competent jurisdiction. 5.14 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the permitted heirs, administrators, executors, successors in interest and assigns of each of the Parties. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms hereof or under law. 5.15 Time of the Essence. In all matters under this Agreement, time is of the essence. 5.16 Approvals by the City. Any approvals required under this Agreement shall be made by the City Manager or his or her designee, and shall not be unreasonably withheld, conditioned, delayed or made, except where it is specifically provided herein that another standard applies, in which case the specified standard shall apply. 5.17 Complete Understanding of the Parties. This Agreement and the attached Exhibits constitute the entire understanding and agreement of the Parties with respect to the matters described herein. 5.18 Covenants to Run With the Land. The Owner hereby subjects the Apartment Community to the covenants, reservations, and restrictions set forth in this Agreement. The City and the Owner hereby declare their express intent that the covenants, reservations, and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner’s successors in title to the Apartment Community; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Apartment Community or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. No breach of any of the provisions of this Agreement shall defeat or render invalid the lien of a mortgage or deed of trust made in good faith and for value encumbering the Property or any interest of the Owner therein. 5.19 Burden and Benefit. The City and the Owner hereby declare their understanding and intent that: (i) the burden of the covenants, reservations, restrictions, and agreements set forth herein touch and concern the Property and the Apartment Community, in that Owner’s legal interest in the Apartment Community is rendered less valuable thereby, (ii) the covenants, reservations, restrictions, and agreements set forth herein directly benefit the Property and the Apartment Community (a) by enhancing and increasing the enjoyment and use of the Apartment Community by certain Very Low Income Households, the intended beneficiaries of such covenants, reservations, restrictions, and agreements, (b) by making possible the obtaining of advantageous financing for the Property and the Apartment Community, and (c) by furthering the public purposes advanced by the City, and (iii) the covenants, reservations, restrictions and agreements set forth herein shall run with the Property and shall be binding for the benefit of and enforceable by the City and its successors and assigns for the entire Term of this Agreement. Item 2D-134 -17- 12812-0001\2714320v4.doc 5.20 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 5.21 Amendments. This Agreement may be amended only by the written agreement of the City and the Owner. WHEREFORE, the undersigned has executed this Agreement as of the date first-above written. OWNER: _____________________________ CITY: CITY OF PALM DESERT By: ________________________ Print Name: ___________________ Title: ________________________ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California ) County of ) Item 2D-135 -18- 12812-0001\2714320v4.doc On ____________, 202__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-136 -19- 12812-0001\2714320v4.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California ) County of ) On ____________, 202__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-137 -20- 12812-0001\2714320v4.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California ) County of ) On ____________, 20__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-138 EXHIBIT “A” LEGAL DESCRIPTION OF THE PROPERTY Real property in the City of Palm Desert, County of Riverside, State of California, described as follows: Item 2D-139 EXHIBIT “B” HOUSEHOLD INCOME CERTIFICATION (Attached) Item 2D-140 -23- 12812-0001\2714320v4.doc Item 2D-141 -24- 12812-0001\2714320v4.doc Item 2D-142 -25- 12812-0001\2714320v4.doc Item 2D-143 -26- 12812-0001\2714320v4.doc EXHIBIT “C” CERTIFICATE OF CONTINUING COMPLIANCE (Attached) Item 2D-144 -27- 12812-0001\2714320v4.doc Item 2D-145 -28- 12812-0001\2714320v4.doc Item 2D-146 -29- 12812-0001\2714320v4.doc Item 2D-147 -30- 12812-0001\2714320v4.doc Item 2D-148 EXHIBIT E-1 FORM OF AUTHORITY PROMISSORY NOTE SECURED PROMISSORY NOTE __________, 202__ $3,330,000 Palm Desert, California FOR VALUE RECEIVED, the undersigned, [Palm Desert Palm Villas Partners LP, a California limited partnership] (“Maker” or “Developer”), having its principal place of business at 100 Pacifica, Suite 203, Irvine, CA 92618 promises to pay to the order of the PALM DESERT HOUSING AUTHORITY (“Payee”), at 73-510 Fred Waring Drive, Palm Desert, CA 92260, Attn: _____________________, or at such other place as the holder of this Note from time to time may designate in writing, the principal sum of Three Million Three Hundred Thirty Thousand and No/100 Dollars ($3,330,000.00) (the “Principal Amount”), together with interest on the unpaid principal amount disbursed under this promissory note (“Note”) from time to time outstanding at the “Applicable Interest Rate,”, which is three percent (3%) per annum, simple interest, except that amounts not paid when due shall accrue interest from the date due until the date paid at the lesser of: (i) ten percent (10%) per annum, simple interest, or (ii) the maximum rate permitted by applicable law. This Note is being delivered, and the loan evidenced hereby is being made, pursuant to the terms of an Amended and Restated Disposition, Development and Loan Agreement among Developer and Payee and City of Palm Desert (“DDLA”) and is secured by the Authority Deed of Trust encumbering the Property described in the DDLA. All capitalized terms used herein which are not separately defined herein shall have the meanings set forth therefor in the DDLA. The Principal Amount shall be disbursed as a construction loan as described in the DDLA. 1. Payments. Payments under this Note shall be due and payable as follows: ____ percent of Residual Receipts, as defined in the DDLA, from the Development on the Property for each calendar year shall be paid to Payee on an annual basis on June 1st after the first anniversary of issuance of a final certificate of occupancy for such Development , and each June 1st thereafter (with respect to the Residual Receipts for the preceding calendar year, until all outstanding principal and accrued interest under this Note has been paid in full. Payments shall first be applied to accrued interest, then to remaining outstanding principal. In addition, the entire amount of outstanding principal and accrued interest and any additional amounts which become owing hereunder shall be paid by Maker to Payee as of the earliest of: (i) an Event of Default by Maker under DDLA or under the Housing Agreement with the Payee for the Property, or (ii) fifty-five (55) years after the date a final certificate of occupancy is issued for the Development on the Property (the “Maturity Date”). 2. Secured by Deed of Trust. Repayment of this Note is secured by a deed of trust (the “Deed of Trust”) executed by Maker for the benefit of Payee encumbering the Property. Item 2D-149 P6401-0001\2822145v2.doc 3. Prepayment. Maker shall have the right to prepay amounts owing under this Note at any time, without premium. 4. Due on Assignment or Encumbrance. In the event of any transfer or conveyance not permitted by the DDLA or approved in writing by the Authority (Payee), Payee shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. Failure of Payee to exercise the option to declare all sums secured hereby immediately due and payable upon an event described above will not constitute waiver of the right to exercise this option in the event of any subsequent such event. 5. Miscellaneous. (a) Governing Law. All questions with respect to the construction of this Note and the rights and liabilities of the parties to this Note shall be governed by the laws of the State of California. (b) Attorneys’ Fees. (i) Maker shall reimburse Payee for all reasonable attorneys’ fees, costs and expenses, incurred by Payee in connection with the enforcement of Payee’s rights under this Note, including, without limitation, reasonable attorneys’ fees, costs and expenses for trial, appellate proceedings, out-of-court negotiations, workouts and settlements or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys’ fees, costs and expenses incurred to protect Payee’s security and attorneys’ fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term “expenses” means any expenses incurred by Payee in connection with any of the out-of-court, or state, federal or bankruptcy proceedings referred to above, including, without limitation, the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Payee in connection with any such proceeding. (ii) Payee shall also be entitled to its attorneys’ fees, costs and expenses incurred in any post-judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this Note into any judgment on this Note. (c) Entire Agreement. This Note, the DDLA, the Deed of Trust and the Housing Agreement required by the DDLA, and the Density Bonus Agreement between the Maker and the City and any other documents described in the DDLA constitute the entire agreement and understanding between and among the parties in respect of the subject matter of such agreements and supersede all prior agreements and understandings with respect to such subject matter, whether oral or written. (d) Time of the Essence. Time is of the essence with respect to every provision hereof. (e) Waivers by Maker. Maker waives: presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and Item 2D-150 P6401-0001\2822145v2.doc nonpayment; notice of costs, expenses or losses and interest thereon; and diligence in taking any action to collect any sums arising under this Note or in any proceeding against any of the rights or interests in or to properties securing payment of this Note. (f) Non-waivers. No previous waiver and no failure or delay by Maker in acting with respect to the terms of this Note, the DDLA the Deed of Trust or any Housing Agreement, shall constitute a waiver of any breach, default, or failure of condition under any of them. A waiver of any term must be made in writing and shall be limited to the express written terms of such waiver. (g) Non-Recourse. Repayment of this Note and all other obligations of Borrower hereunder, under the DDLA, Housing Agreement or Deed of Trust shall be a non- recourse obligation of Borrower, such that the general partner of Maker shall not have any personal obligation to make any payments or perform any other obligations of Maker. (h) Cure by Limited Partner(s). Payee hereby agrees that any cure of any default made or tendered by Maker’s limited partner (whose name and notice address is as set forth below in this Section 5(h)) shall be deemed to be a cure by Maker and shall be accepted or rejected on the same basis as if made or tendered by Maker. Investor Limited Partner Name and Notice Address: ______________________ MAKER: [Palm Desert Palm Villas Partners a California limited partnership][HAS THIS ENTITY YET BEEN CREATED? IF SO, NEED COPY OF LP-1 AND PARTNERSHIP AGT] By: Print Name: Title: Item 2D-151 EXHIBIT E-2 FORM OF CITY PROMISSORY NOTE SECURED PROMISSORY NOTE __________, 202__ $3,425,000 Palm Desert, California FOR VALUE RECEIVED, the undersigned, [Palm Desert Palm Villas Partners LP, a California limited partnership] (“Maker” or “Developer”), having its principal place of business at 100 Pacifica, Suite 203, Irvine, CA 92618 promises to pay to the order of the CITY OF PALM DESERT (“Payee”), at 73-510 Fred Waring Drive, Palm Desert, CA 92260, Attn: _____________________, or at such other place as the holder of this Note from time to time may designate in writing, the principal sum of Three Million Four Hundred Twenty-Five Thousand and No/100 Dollars ($3,425,000.00) (the “Principal Amount”), together with interest on the unpaid principal amount disbursed under this promissory note (“Note”) from time to time outstanding at the “Applicable Interest Rate,”, which is three percent (3%) per annum, simple interest, except that amounts not paid when due shall accrue interest from the date due until the date paid at the lesser of: (i) ten percent (10%) per annum, simple interest, or (ii) the maximum rate permitted by applicable law. This Note is being delivered, and the loan evidenced hereby is being made, pursuant to the terms of an Amended and Restated Disposition, Development and Loan Agreement between Developer and Payee (“DDLA”) and is secured by the City Deed of Trust encumbering the Property described in the DDLA. All capitalized terms used herein which are not separately defined herein shall have the meanings set forth therefor in the DDLA. The Principal Amount shall be disbursed as a construction loan as described in the DDLA. 1. Payments. Payments under this Note shall be due and payable as follows: ____ percent of Residual Receipts, as defined in the DDLA, from the Development on the Property for each calendar year shall be paid to Payee on an annual basis on June 1st after the first anniversary of issuance of a final certificate of occupancy for such Development , and each June 1st thereafter (with respect to the Residual Receipts for the preceding calendar year, until all outstanding principal and accrued interest under this Note has been paid in full. Payments shall first be applied to accrued interest, then to remaining outstanding principal. In addition, the entire amount of outstanding principal and accrued interest and any additional amounts which become owing hereunder shall be paid by Maker to Payee as of the earliest of: (i) an Event of Default by Maker under DDLA or under the Housing Agreement with the Payee for the Property, or (ii) fifty-five (55) years after the date a final certificate of occupancy is issued for the Development on the Property (the “Maturity Date”). Item 2D-152 F-73- P6401-0001\2822145v2.doc 2. Secured by Deed of Trust. Repayment of this Note is secured by a deed of trust (the “Deed of Trust”) executed by Maker for the benefit of Payee encumbering the Property. 3. Prepayment. Maker shall have the right to prepay amounts owing under this Note at any time, without premium. 4. Due on Assignment or Encumbrance. In the event of any transfer or conveyance not permitted by the DDLA or approved in writing by the City (Payee), Payee shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. Failure of Payee to exercise the option to declare all sums secured hereby immediately due and payable upon an event described above will not constitute waiver of the right to exercise this option in the event of any subsequent such event. 5. Miscellaneous. (a) Governing Law. All questions with respect to the construction of this Note and the rights and liabilities of the parties to this Note shall be governed by the laws of the State of California. (b) Attorneys’ Fees. (i) Maker shall reimburse Payee for all reasonable attorneys’ fees, costs and expenses, incurred by Payee in connection with the enforcement of Payee’s rights under this Note, including, without limitation, reasonable attorneys’ fees, costs and expenses for trial, appellate proceedings, out-of-court negotiations, workouts and settlements or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys’ fees, costs and expenses incurred to protect Payee’s security and attorneys’ fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term “expenses” means any expenses incurred by Payee in connection with any of the out-of-court, or state, federal or bankruptcy proceedings referred to above, including, without limitation, the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Payee in connection with any such proceeding. (ii) Payee shall also be entitled to its attorneys’ fees, costs and expenses incurred in any post-judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this Note into any judgment on this Note. (c) Entire Agreement. This Note, the DDLA, the Deed of Trust, and the Density Bonus Agreement between the Maker and the City and any other documents described in the DDLA constitute the entire agreement and understanding between and among the parties in respect of the subject matter of such agreements and supersede all prior agreements and understandings with respect to such subject matter, whether oral or written. (d) Time of the Essence. Time is of the essence with respect to every provision hereof. Item 2D-153 F-74- P6401-0001\2822145v2.doc (e) Waivers by Maker. Maker waives: presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses or losses and interest thereon; and diligence in taking any action to collect any sums arising under this Note or in any proceeding against any of the rights or interests in or to properties securing payment of this Note. (f) Non-waivers. No previous waiver and no failure or delay by Maker in acting with respect to the terms of this Note, the DDLA the Deed of Trust shall constitute a waiver of any breach, default, or failure of condition under any of them. A waiver of any term must be made in writing and shall be limited to the express written terms of such waiver. (g) Non-Recourse. Repayment of this Note and all other obligations of Borrower hereunder, under the DDLA or Deed of Trust shall be a non-recourse obligation of Borrower, such that the general partner of Maker shall not have any personal obligation to make any payments or perform any other obligations of Maker. (h) Cure by Limited Partner(s). Payee hereby agrees that any cure of any default made or tendered by Maker’s limited partner (whose name and notice address is as set forth below in this Section 5(h)) shall be deemed to be a cure by Maker and shall be accepted or rejected on the same basis as if made or tendered by Maker. Investor Limited Partner Name and Notice Address: ______________________ MAKER: [Palm Desert Palm Villas Partners a California limited partnership][HAS THIS ENTITY YET BEEN CREATED? IF SO, NEED COPY OF LP-1 AND PARTNERSHIP AGT] By: Print Name: Title: Item 2D-154 F-75- P6401-0001\2822145v2.doc EXHIBIT F-1 FORM OF AUTHORITY DEED OF TRUST RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: _______________ SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS, AND FIXTURE FILING THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (this “Deed of Trust”) is dated as of _________, 202__, and is executed by [PALM DESERT PALM VILLAS PARTNERS LP, a California limited partnership][?] (“Trustor”), in favor of FIRST AMERICAN TITLE COMPANY, as “Trustee,” for the benefit of the PALM DESERT HOUSING AUTHORITY (“Beneficiary”). Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, all of Trustor’s interests in, under and to that certain land in the City of Palm Desert, Riverside County, California, described on Exhibit “A” attached hereto; TOGETHER WITH the rents, issues and profits thereof and all leases and rental agreements related thereto, SUBJECT, HOWEVER, to the right, power, and authority hereinafter given to Trustor to collect and apply such rents, issues, and profits; TOGETHER WITH all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot water boilers, stoves, ranges, elevators and motors, bath tubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be permanently affixed to and a part of the realty; TOGETHER WITH all building materials and equipment now or hereafter delivered to the premises and intended to be installed therein; Item 2D-155 F-76- P6401-0001\2822145v2.doc TOGETHER WITH all articles of personal property owned by the Trustor now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the lands described which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the building or buildings in any manner. All of the foregoing, together with the Trustor’s fee interest, is herein referred to as the “Property.” For the purpose of securing (a) payment of the indebtedness evidenced by that certain promissory note (the “Note”) of substantially even date herewith, in the stated principal sum of Three Million Three Hundred Thirty Thousand Dollars ($3,330,000.00), executed by Trustor, as maker, in favor of Beneficiary, as payee, and all amendments thereof; and (b) sums owing by Trustor to Beneficiary under this Deed of Trust. Trustor hereby covenants and agrees: (1) That it shall faithfully perform each and every covenant contained in the DDLA, the Note, the Housing Agreement and other documents described therein. Upon an Event Default under (and as defined in) the DDLA, or the Note, or the Housing Agreement, Beneficiary may accelerate the loan evidenced by the Note, and if not paid, may exercise any and all remedies permitted by law, including foreclosure of this Deed of Trust. (2) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust. (3) To pay at least ten (10) calendar days before delinquency all property taxes and assessments and any other taxes affecting the Property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof, which appear to be prior or superior hereto (provided, however, that Trustor may dispute in good faith any such tax or assessment after posting bond on same). (4) That should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary, without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the Property for such purposes with written notice to Trustor; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior Item 2D-156 F-77- P6401-0001\2822145v2.doc hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay its reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary hereunder, or under the Maintenance Agreement, in accordance with the terms thereof. (6) The Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the Property any lien or liens except for deeds of trust securing financing used to pay for construction of the Project, as defined in the Loan Agreement (or securing refinancing of such construction loans) and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on the Property, or will cause the release of or will provide a bond against any such liens within ten (10) days of the attachment of the lien or liens. (7) That any award of damages in connection with any condemnation for public use of or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys it receives in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (8) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (9) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of the Property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (10) That upon written request of Beneficiary stating that all sums secured hereby have been paid or forgiven by Beneficiary, and upon surrender of the Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.” (11) That Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents, income and profits of the Property encumbered hereby, and hereby give to and confer upon Beneficiary the right, power and authority to collect such rent, income, and profits, and Trustor irrevocably appoints Beneficiary Trustor’s true and lawful attorney at the option of Beneficiary, at any time, to give receipts, releases and satisfactions and to sue, either in the name of Trustor or in the name of Beneficiary, for all income, and apply the same to the indebtedness secured hereby; provided, however, so long as no default by Trustor in the payment of any indebtedness secured hereby shall exist and be continuing beyond any applicable cure period expressly provided therein, then, Trustor shall have the right to collect all rent, income and profits from the Property and to retain, use and enjoy the same. Upon any such default, Item 2D-157 F-78- P6401-0001\2822145v2.doc Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the Property or any part thereof, in its own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of the Property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (12) That upon a default by Trustor under the DDLA, the Note or the Housing Agreement (after any cure period expressly granted therein have elapsed), Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at the sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (13) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title estate, rights, powers and duties. The instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee. Item 2D-158 F-79- P6401-0001\2822145v2.doc (14) That this Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the Note, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (16) If Trustor shall assign or encumber the Property in violation of the DDLA and without the written consent of the City and Authority, or a change of control of Trustor that is not permitted by the DDLA occurs and is not approved in writing by the City and Authority, then Beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. (17) That Trustor shall promptly pay when due the payments of interest, principal, and all other charges accruing under any superior or prior or junior or subordinate trust deed, mortgage, or other instrument encumbering the Property. Beneficiary shall have the right, but not the obligation, to cure any defaults on any such deed of trust or instrument or promissory note secured thereby and upon curing such default Trustor shall immediately reimburse Beneficiary for all costs and expenses incurred thereby, together with interest thereon at the maximum legal rate permitted to be charged by non-exempt lenders under the State of California, and Trustor’s failure to pay such amount on demand shall be a breach hereof. Trustor’s breach or default of any covenant or condition of any superior or prior trust deed, mortgage or other instrument encumbering the Property shall be a default under this Deed of Trust, whereupon Beneficiary shall have the right to declare all sums under the Note secured hereby immediately due and payable as provided in the Note. (18) The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder (and any other notices hereunder) be mailed to it at its address for notices in the DDLA. (19) Trustor shall not commit waste with respect to the Property. (20) Any notices, requests or approvals given under this Deed of Trust from one party to another must be in writing and may be personally delivered; or deposited with the United States Postal Service, postage prepaid, for delivery by registered or certified mail, return receipt requested; or sent by next business day delivery service such as FedEx, to the following address: If to Borrower: [Palm Desert Palm Villas Partners LP] 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: If to Beneficiary: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 Item 2D-159 F-80- P6401-0001\2822145v2.doc Either party may change its address for notice by giving written notice of its change of address to the other party. Notices are considered delivered on the date received if given next business day delivery service and three (3) business days after mailing if sent by United States Postal Service registered or certified mail. If a notice is sent by registered or certified mail and receipt is rejected it shall be considered delivered on the date delivery was attempted by the United States Postal Service. (21) Beneficiary acknowledges that Trustor and the California Tax Credit Allocation Committee have or intend to enter into, or concurrently with the execution and delivery of the Loan Documents are entering into, a Regulatory Agreement (the “TCAC Regulatory Agreement”), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended (the “Code”). Beneficiary acknowledges and agrees that, in the event of a foreclosure of its interest under the Deed of Trust or delivery by the Trustor of a deed in lieu thereof (collectively, a “Foreclosure”), the following rule contained in Section 42(h)(6)(E)(ii) of the Code shall apply: For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the TCAC Regulatory Agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants’ ineligibility pursuant to Section 42 of the Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. TRUSTOR: [Palm Desert Palm Villas Partners LP] a California limited partnership By: Name: Title: Item 2D-160 F-81- P6401-0001\2822145v2.doc State of California ) County of ______ ) On _________________________, before me, , (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-161 EXHIBIT "A" DESCRIPTION OF LAND Real property in the City of Palm Desert, County of Riverside, State of California, described as follows: Item 2D-162 EXHIBIT F-2 FORM OF CITY DEED OF TRUST RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: _______________ SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS, AND FIXTURE FILING THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (this “Deed of Trust”) is dated as of _________, 202__, and is executed by [PALM DESERT PALM VILLAS PARTNERS LP, a California limited partnership][?] (“Trustor”), in favor of FIRST AMERICAN TITLE COMPANY, as “Trustee,” for the benefit of the CITY OF PALM DESERT (“Beneficiary”). Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, all of Trustor’s interests in, under and to that certain land in the City of Palm Desert, Riverside County, California, described on Exhibit “A” attached hereto; TOGETHER WITH the rents, issues and profits thereof and all leases and rental agreements related thereto, SUBJECT, HOWEVER, to the right, power, and authority hereinafter given to Trustor to collect and apply such rents, issues, and profits; TOGETHER WITH all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot water boilers, stoves, ranges, elevators and motors, bath tubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be permanently affixed to and a part of the realty; TOGETHER WITH all building materials and equipment now or hereafter delivered to the premises and intended to be installed therein; Item 2D-163 F-84- P6401-0001\2822145v2.doc TOGETHER WITH all articles of personal property owned by the Trustor now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the lands described which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the building or buildings in any manner. All of the foregoing, together with the Trustor’s fee interest, is herein referred to as the “Property.” For the purpose of securing (a) payment of the indebtedness evidenced by that certain promissory note (the “Note”) of substantially even date herewith, in the stated principal sum of Three Million Four Twenty-Five Thousand Dollars ($3,425,000.00), executed by Trustor, as maker, in favor of Beneficiary, as payee, and all amendments thereof; and (b) sums owing by Trustor to Beneficiary under this Deed of Trust. Trustor hereby covenants and agrees: (1) That it shall faithfully perform each and every covenant contained in the DDLA and the Note and other documents described therein. Upon an Event Default under (and as defined in) the DDLA, or the Note Beneficiary may accelerate the loan evidenced by the Note, and if not paid, may exercise any and all remedies permitted by law, including foreclosure of this Deed of Trust. (2) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust. (3) To pay at least ten (10) calendar days before delinquency all property taxes and assessments and any other taxes affecting the Property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof, which appear to be prior or superior hereto (provided, however, that Trustor may dispute in good faith any such tax or assessment after posting bond on same). (4) That should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary, without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the Property for such purposes with written notice to Trustor; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior Item 2D-164 F-85- P6401-0001\2822145v2.doc hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay its reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary hereunder, or under the Maintenance Agreement, in accordance with the terms thereof. (6) The Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the Property any lien or liens except for deeds of trust securing financing used to pay for construction of the Project, as defined in the Loan Agreement (or securing refinancing of such construction loans) and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on the Property, or will cause the release of or will provide a bond against any such liens within ten (10) days of the attachment of the lien or liens. (7) That any award of damages in connection with any condemnation for public use of or injury to the Property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys it receives in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (8) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (9) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of the Property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (10) That upon written request of Beneficiary stating that all sums secured hereby have been paid or forgiven by Beneficiary, and upon surrender of the Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.” (11) That Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents, income and profits of the Property encumbered hereby, and hereby give to and confer upon Beneficiary the right, power and authority to collect such rent, income, and profits, and Trustor irrevocably appoints Beneficiary Trustor’s true and lawful attorney at the option of Beneficiary, at any time, to give receipts, releases and satisfactions and to sue, either in the name of Trustor or in the name of Beneficiary, for all income, and apply the same to the indebtedness secured hereby; provided, however, so long as no default by Trustor in the payment of any indebtedness secured hereby shall exist and be continuing beyond any applicable cure period expressly provided therein, then, Trustor shall have the right to collect all rent, income and profits from the Property and to retain, use and enjoy the same. Upon any such default, Item 2D-165 F-86- P6401-0001\2822145v2.doc Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the Property or any part thereof, in its own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of the Property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (12) That upon a default by Trustor under the DDLA or the Note (after any cure period expressly granted therein have elapsed), Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at the sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (13) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title estate, rights, powers and duties. The instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee. Item 2D-166 F-87- P6401-0001\2822145v2.doc (14) That this Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the Note, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (16) If Trustor shall assign or encumber the Property in violation of the DDLA and without the written consent of the City and Authority, or a change of control of Trustor that is not permitted by the DDLA occurs and is not approved in writing by the City and Authority, then Beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. (17) That Trustor shall promptly pay when due the payments of interest, principal, and all other charges accruing under any superior or prior or junior or subordinate trust deed, mortgage, or other instrument encumbering the Property. Beneficiary shall have the right, but not the obligation, to cure any defaults on any such deed of trust or instrument or promissory note secured thereby and upon curing such default Trustor shall immediately reimburse Beneficiary for all costs and expenses incurred thereby, together with interest thereon at the maximum legal rate permitted to be charged by non-exempt lenders under the State of California, and Trustor’s failure to pay such amount on demand shall be a breach hereof. Trustor’s breach or default of any covenant or condition of any superior or prior trust deed, mortgage or other instrument encumbering the Property shall be a default under this Deed of Trust, whereupon Beneficiary shall have the right to declare all sums under the Note secured hereby immediately due and payable as provided in the Note. (18) The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder (and any other notices hereunder) be mailed to it at its address for notices in the DDLA. (19) Trustor shall not commit waste with respect to the Property. (20) Any notices, requests or approvals given under this Deed of Trust from one party to another must be in writing and may be personally delivered; or deposited with the United States Postal Service, postage prepaid, for delivery by registered or certified mail, return receipt requested; or sent by next business day delivery service such as FedEx, to the following address: If to Borrower: [Palm Desert Palm Villas Partners LP] 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: If to Beneficiary: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Item 2D-167 F-88- P6401-0001\2822145v2.doc Either party may change its address for notice by giving written notice of its change of address to the other party. Notices are considered delivered on the date received if given next business day delivery service and three (3) business days after mailing if sent by United States Postal Service registered or certified mail. If a notice is sent by registered or certified mail and receipt is rejected it shall be considered delivered on the date delivery was attempted by the United States Postal Service. (21) Beneficiary acknowledges that Trustor and the California Tax Credit Allocation Committee have or intend to enter into, or concurrently with the execution and delivery of the Loan Documents are entering into, a Regulatory Agreement (the “TCAC Regulatory Agreement”), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended (the “Code”). Beneficiary acknowledges and agrees that, in the event of a foreclosure of its interest under the Deed of Trust or delivery by the Trustor of a deed in lieu thereof (collectively, a “Foreclosure”), the following rule contained in Section 42(h)(6)(E)(ii) of the Code shall apply: For a period of three (3) years from the date of Foreclosure, with respect to any unit that had been regulated by the TCAC Regulatory Agreement, (i) none of the eligible tenants occupying those units at the time of Foreclosure may be evicted or their tenancy terminated (other than for good cause, including but not limited to, the tenants’ ineligibility pursuant to Section 42 of the Code), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. TRUSTOR: [Palm Desert Palm Villas Partners LP] a California limited partnership By: Name: Title: Item 2D-168 F-89- P6401-0001\2822145v2.doc State of California ) County of ______ ) On _________________________, before me, , (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-169 EXHIBIT "A" DESCRIPTION OF LAND Real property in the City of Palm Desert, County of Riverside, State of California, described as follows: Item 2D-170 P6401-0001\2822145v2.doc EXHIBIT G FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS Item 2D-171 -1- P6401-0001\2703324v2.doc RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Executive Director SPACE ABOVE THIS LINE FOR RECORDER’S USE FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE §6103 NOTICE OF AFFORDABILITY RESTRICTIONS IMPORTANT NOTICE TO OWNERS, PURCHASERS, TENANTS, LENDERS, BROKERS, ESCROW AND TITLE COMPANIES, AND OTHER PERSONS, REGARDING AFFORDABLE HOUSING RESTRICTIONS ON THE REAL PROPERTY DESCRIBED IN THIS NOTICE: RESTRICTIONS HAVE BEEN RECORDED WITH RESPECT TO THE PROPERTY DESCRIBED BELOW WHICH RESTRICT OCCUPANCY TO EXTREMELY LOW, VERY LOW AND LOW-INCOME HOUSEHOLDS AND THE RENTS WHICH MAY BE CHARGED. THESE RESTRICTIONS MAY LIMIT THE RENTS FOR EACH UNIT TO AN AMOUNT WHICH IS LESS THAN FAIR MARKET RENT. THESE RESTRICTIONS LIMIT THE INCOME OF PERSONS AND HOUSEHOLDS WHO ARE PERMITTED TO RENT AND OCCUPY THE UNITS. This NOTICE OF AFFORDABILITY RESTRICTIONS (the “Notice”), is dated as of ___________, ___, 202__, and is executed by ___________________, a __________________ (“Owner”), whose address is _________________, and by the PALM DESERT HOUSING AUTHORITY (the “PDHA”) in connection with that certain Housing Agreement (LMIHF Agreement, and City Loan Restrictions Agreement) among Owner, the City of Palm Desert and the PDHA dated substantially concurrently herewith and recorded in the Official Records of Riverside County substantially concurrently herewith (the “Housing Agreement”). RECITALS A. Owner owns the land described on Exhibit “A” in the City of Palm Desert, State of California and the improvements thereon (the “Property”), which is [part of] APN _________________ [ADDRESS?] B. Owner, City and PDHA are entering into and recording the Housing Agreement substantially concurrently herewith, which relates to and encumbers the Property. C. Capitalized terms used herein but not defined shall have the meaning set forth in the Housing Agreement. TERMS OF NOTICE 1. Requirement for Recorded Notice. This Notice is being executed and recorded pursuant to California Health and Safety Code Section 33334.3(f)(3)(B). Item 2D-172 -2- P6401-0001\2703324v2.doc 2. Housing Agreement (Regulatory Agreement). This Notice is being recorded substantially concurrently with the recordation of the Housing Agreement, which is incorporated herein by reference. 3. General Recitation of Affordability Restrictions; Term. The Housing Agreement restricts the occupancy of two hundred thirty-nine (239) rental units on the Property to occupancy by extremely low, very low and low-income households as their principal residence at an affordable rent (as more particularly described in and required by the Housing Agreement), and in compliance with California Health & Safety Code Sections 50052.5, 50053, 50079.5, 50106 and Title 25 of the California Code of Regulations Section 6910, et. seq., for a term commencing on the date thereof and continuing until fifty-five (55) years after issuance of a Certificate of Occupancy by the City of Palm Desert for the improvements required to be made by Owner to the Property under that certain Amended and Restated Disposition, Development and Loan Agreement among Owner, the PDHA and the City of Palm Desert dated June 22, 2023. An additional two units are restricted to be used by on-site managers as their residences. 4. Summary of Affordable Housing Restrictions. The Housing Agreement restricts the occupants (tenants) of the apartments on the Property to extremely low, very low and low income households and restrict the amount of rent which may be charged for the apartment, as follows: (a) Seventy-two (72) units shall be restricted to households whose income does not exceed thirty percent (30%) of Area Median Income (as defined below), adjusted by family size appropriate to the unit. Such units consist of 12 one-bedroom units, 53 two-bedroom units, and 7 three-bedroom units; (b) One Hundred Twenty-One (121) units shall be restricted to households whose income does not exceed fifty-fine percent (59%) of Area Median Income (as defined below), adjusted by family size appropriate to the unit. Such units consist of 18 one-bedroom units, 96 two-bedroom units and 7 three-bedroom units. (c) Forty-six (46) units shall be restricted to households whose income does not exceed eighty percent (80%) of Area Median Income, adjusted by family size appropriate to the unit. Such units consist of 46 three-bedroom units. (d) The remaining two (2) units shall be used solely as manager’s units for on- site apartment managers. “Adjusted by family size appropriate to the unit” shall have the meaning set forth in California Health and Safety Code Section 50052.5(h). “Area Median Income” shall have the meaning set forth in California Health and Safety Code Sections 50106 and 50079.5. Rent Restrictions: Rent is restricted to an “affordable” rent for extremely low, very low and low-income households pursuant to Section 50053(b) of the California Health & Safety Code. Item 2D-173 -3- P6401-0001\2703324v2.doc However, the 80% of Area Median Income households are to pay affordable rent based on 60% of the Area Median Income. This Notice does not contain a full description of the details of all of the terms and conditions of the Housing Agreement. You will need to obtain and read the Housing Agreement to fully understand the restrictions and requirements which apply to the Property. IN WITNESS WHEREOF, this Notice has been executed and made effective on the day and year first above written. PDHA: PALM DESERT HOUSING AUTHORITY By: ____________________, Executive Director OWNER: Item 2D-174 -4- P6401-0001\2703324v2.doc State of California ) County of ___________________ ) On _________________________, before me, , (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-175 -5- P6401-0001\2703324v2.doc State of California ) County of _________________ ) On _________________________, before me, , (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-176 Exhibit “A” Page 6 of 1 P6401-0001\2703324v2.doc EXHIBIT “A” LEGAL DESCRIPTION OF LAND Real property in the City of Palm Desert, County of Riverside, State of California, described as follows: Item 2D-177 EXHIBIT H FORM OF HOUSING AGREEMENT Item 2D-178 12812-0001\2722196v4.doc RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Palm Desert Housing Authority City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Attn: _________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY This Document is recorded for the benefit of the Palm Desert Housing Authority and the City of Palm Desert and is exempt from recording fees pursuant to Sections 6103, 27383 and 27388.1 of the California Government Code. HOUSING AGREEMENT (LMIHF Agreement, and City Loan Restriction Agreement) by and among the PALM DESERT HOUSING AUTHORITY, the CITY OF PALM DESERT, and __________________________ DATED AS OF _________ ____, 202__ Item 2D-179 ARTICLE 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Rules of Construction ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS 2.1 Apartment Community and Affordable Units 2.2 Residential Rental Property 2.3 Extremely Low, 59% AMI Low and 80% AMI Low Income Households 2.4 Affordable Rent 2.5 Rent Increases 2.6 Income Recertification of Affordable Units 2.7 Lease or Occupancy Agreement 2.8 Security Deposits 2.9 Additional Information; Books and Records 2.10 Specific Performance 2.11 Audit 2.12 Management 2.13 Binding for Term ARTICLE 3. TERM AND RECORDATION 3.1 Term of Agreement 3.2 Agreement to Record 3.3 Early Termination of Restrictions ARTICLE 4. DEFAULT; REMEDIES 4.1 An Event of Default 4.2 City’s Option to Lease 4.3 Specific Performance Item 2D-180 TABLE OF CONTENTS (cont’d) Page -3- 12812-0001\2722196v4.doc 4.4 Action at Law; No Remedy Exclusive ARTICLE 5. GENERAL PROVISIONS 5.1 Limitations on Recourse 5.2 Maintenance, Repair, Alterations 5.3 Notice 5.4 Relationship of Parties 5.5 No Claims 5.6 Conflict of Interests 5.7 Non-Liability of City Officials, Employees and Agents 5.8 Unavoidable Delay; Extension of Time of Performance 5.9 Indemnity 5.10 Rights and Remedies Cumulative 5.11 Applicable Law 5.12 Severability 5.13 Legal Actions 5.14 Binding Upon Successors 5.15 Time of the Essence 5.16 Approval by the City 5.17 Complete Understanding of the Parties 5.18 Covenants to Run With the Land 5.19 Burden and Benefit 5.20 Counterparts 5.21 Amendments Item 2D-181 TABLE OF CONTENTS (cont’d) Page -4- 12812-0001\2722196v4.doc EXHIBIT A Description of Property EXHIBIT B Income Certification EXHIBIT C Certificate of Continuing Compliance Item 2D-182 HOUSING AGREEMENT THIS HOUSING AGREEMENT (the “Agreement”) is dated as of ______________ ___, 202__, and is by and between the PALM DESERT HOUSING AUTHORITY, a public body, corporate and politic (the “Authority”), the CITY OF PALM DESERT, a California municipal corporation (the “City”) and ____________________________ (the “Owner”). Authority, City and Owner are sometimes referred to herein individually as a “Party” and collectively as “Parties”. RECITALS This Agreement is predicated upon the following facts: A. The Owner owns the land described in “Exhibit A” attached hereto (the “Property”). B. The City, the Authority and Owner have entered into that certain Amended and Restated Disposition, Development and Loan Agreement dated June 22, 2023 (“DDLA”), pursuant to which the City conveyed the Property to the Owner for the development described in the DDLA (“Development” or “Apartment Community”) and made a loan to Owner for the purchase price of the Property (“City Loan”). Capitalized terms used but not defined herein shall have the meaning set forth in the DDLA. C. Pursuant to the DDLA: (i) the Owner executed a Promissory Note in favor of City and a deed of trust in favor of City securing such Promissory Note for the purchase price of the Property, subject to and in accordance with the DDLA; and (ii) the Owner executed a Promissory Note in favor of Authority and a deed of trust in favor of Authority securing such Promissory Note and the Authority is obligated to make disbursements of loan proceeds for some of the costs of construction of the Development on the Property, subject to and in accordance with the DDLA. D. The Authority loan was made with moneys in the Low and Moderate Income Housing Asset Fund established and held by the Authority as successor to the housing assets of the former Palm Desert Redevelopment Agency, and California law and the DDLA require that the Authority obtain recorded restrictions on the Property and Development thereon restricting the apartment units on the Property to extremely low and low income households at an affordable rent. E. The City has required that it have the same restrictions on the Property in consideration of the City Loan; however, the City is willing to have the Authority administer and monitor such restrictions. F. Additionally, the Owner has applied for and obtained a density bonus from the City for the Development which permits greater density and less parking than would otherwise be required, and in exchange, the City also requires that the apartment units be so restricted, and that such restrictions not be subordinate or subordinated to any deeds of trust or other consensual Item 2D-183 -6- 12812-0001\2722196v4.doc liens. Such restrictions are contained in a separate Housing Agreement between the City and the Owner. G. This Agreement is the restriction agreement described in Recitals C and D, above. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Authority, the City and the Owner hereby agree as follows: ARTICLE 1. DEFINITIONS AND INTERPRETATION. 1.1 Definitions. Capitalized terms used herein shall have the following meanings unless the context in which they are used clearly requires otherwise. “Affordable Units” shall mean 239 of the 241 units in the Apartment Community available to and occupied by, or held vacant for occupancy only by, Extremely Low Income Households, 59% AMI Low Income Households and 80% AMI Low Income Households and rented at an Affordable Rent. Specifically, the Affordable Units consist of 72 units for Extremely Low Income Households, 121 units for 59% AMI Low Income Households and 46 units for 80% AMI Low Income Households. The Affordable Units will include the number of bedrooms shown on the following table: Bedroom Size Extremely Low Income Household Affordable Units 59% AMI Low Income Household Affordable Units) 80% AMI Low Income Household Affordable Units One 12 18 0 Two 53 96 0 Three 7 7 46 Total 72 121 46 “Affordable Rent” shall mean rent for an Affordable Unit, including a Reasonable Utility Allowance, determined pursuant to California Health and Safety Code Section 50053(b) and the state regulations adopted by the California Department of Housing and Community Development (“HCD”) pursuant thereto, as amended from time to time, based upon the AMI adjusted for a Household Size Appropriate to the Affordable Unit. More specifically, (1) for each of the 72 Affordable Units reserved for Extremely Low Income Households, the maximum monthly Affordable Rent, including a Reasonable Utility Allowance, may not exceed thirty percent (30%) of thirty percent (30%) of the AMI, adjusted for a Household Size Appropriate to the Affordable Unit, divided by twelve, (2) for each of the 121 Affordable Units reserved for 59% AMI Low Income Households, the maximum monthly Affordable Rent, including a Reasonable Utility Allowance, may not exceed thirty percent (30%) of fifty-nine percent (59%) of the AMI, adjusted for a Household Size Appropriate to the Affordable Unit, divided by Item 2D-184 -7- 12812-0001\2722196v4.doc twelve, and (3) for each of the 46 Affordable Units reserved for 80% AMI Low Income Households , the maximum monthly Affordable Rent, including a Reasonable Utility Allowance, may not exceed thirty percent (30%) of fifty-nine percent (59%) of the AMI, adjusted for a Household Size Appropriate to the Affordable Unit, divided by twelve. “AMI” shall mean the area median income for Riverside County as published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50052.5, or successor statute, as adjusted for family size in accordance with the state regulations adopted pursuant to California Health and Safety Code Section 50052.5. “Extremely Low Income Household” shall mean persons and families whose income does not exceed the qualifying limits for extremely low income households set forth in California Health and Safety Code Section 50106 and Title 25 of the California Code of Regulations, as such statute and regulations may be amended from time to time. “Household Size Appropriate to the Affordable Unit” in the absence of pertinent federal statutes or regulations applicable to the Apartment Community, shall have the meaning set forth in California Health and Safety Code Section 50052.5(h), as amended from time to time. “59% AMI Low Income Household” shall mean persons and families whose income does not exceed the 59% of the AMI as set forth in California Health and Safety Code Section 50079.5 and Title 25 of the California Code of Regulations, including Section 6912, as such statute and regulations may be amended from time to time. “80% AMI Low Income Household” shall mean persons and families whose income does not exceed the qualifying limits for lower income households set forth in California Health and Safety Code Section 50079.5 and Title 25 of the California Code of Regulations, including Section 6912, as such statute and regulations may be amended from time to time. “Reasonable Utility Allowance” shall mean a utility allowance for utilities paid by a tenant (not including telephone, internet or cable service) utilizing the utility allowance schedule published annually by the Housing Authority of the County of Riverside. “Required Covenant Period” shall mean the period commencing on the date all units in the Apartment Community have been completed as evidenced by the City’s issuance of a final Certificate of Occupancy for the Apartment Community, and ending as of the fifty-fifth (55th) anniversary thereof. 1.2 Rules of Construction. 1.2.1 The singular form of any word used herein, including the terms defined herein shall include the plural and vice versa. The use herein of a word of any gender shall include correlative words of all genders. 1.2.2 Unless otherwise specified, references to articles, sections, and other subdivisions of this Agreement are to the designated articles, sections, and other subdivisions of this Item 2D-185 -8- 12812-0001\2722196v4.doc Agreement as originally executed. The words “hereof,” “herein,” “hereunder,” and words of similar import shall refer to this Agreement as a whole. 1.2.3 All of the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Agreement and to sustain the validity hereof. 1.2.4 Headings or titles of the several articles and sections hereof and the table of contents appended to copies hereof shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of the provisions hereof. ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS. 2.1 Apartment Community and Affordable Units. The Owner shall develop and construct the Apartment Community within a portion of the Project on the Property in conformity with the DDLA. Thereafter, during the Required Covenant Period, the Owner agrees that not less than 239 units in the Apartment Community shall be Affordable Units, meaning that (a) 72 of such units shall be continually available to and occupied by, or held vacant for occupancy only by, Extremely Low Income Households, (b) 121 of such units shall be continually available to and occupied by, or held vacant for occupancy only by, 59% AMI Low Income Households, and (c) 46 of such units shall be continually available to and occupied by, or held vacant for occupancy only by, 80% AMI Low Income Households. All of the rental units in the Apartment Community shall be similarly constructed and generally constructed at the same time. The Affordable Units shall be of comparable quality to those rental units in the Apartment Community which are available to other tenants. The Owner agrees that, to the extent commercially reasonable, Affordable Units will not be underutilized. No persons shall be permitted to occupy any Affordable Unit in excess of applicable limit of maximum occupancy set by the City’s Municipal Code and the laws of the State of California, or by Authority Resolution HA-84 adopted on December 14, 2017 (and the occupancy policy attached as Exhibit A thereto) and any amendments or replacements thereof. 2.2 Residential Rental Property. The Owner covenants to operate the Apartment Community as residential rental property. During the Required Covenant Period, the Affordable Units will be held and used for the purpose of providing residential living, and the Owner shall own, manage and operate, or cause the management and operation of, the Apartment Community to provide such affordable rental housing. All of the rental units in the Apartment Community with the exception of two (2) manager’s units, will be available for rental on a continuous basis to members of the general public and the Owner will not give preference to any particular class or group in renting the units in the Apartment Community, except as required under this Agreement. The Owner shall not convert any Affordable Unit(s) to condominiums or cooperative ownership or sell condominium or cooperative conversion rights to any Affordable Unit(s) during the term of this Agreement. 2.3 Extremely Low, 59% AMI Low and 80% AMI Low Income Households. 2.3.1 Income Qualification; Initial Certification. Subject to the applicable provisions hereof, throughout the Required Covenant Period, Affordable Units will be exclusively occupied Item 2D-186 -9- 12812-0001\2722196v4.doc by, or available for occupancy only by, Extremely Low, 59% AMI Low and 80% AMI Low Income Households as described above. Prior to the rental or lease of an Affordable Unit and in accordance with Section 2.6 hereof, the Owner will obtain and maintain on file a Household Income Certification (“Income Certification”) substantially in the form attached hereto as Exhibit “B” and incorporated herein by this reference for each Extremely Low, 59% AMI Low and 80% AMI Low Income Households, as applicable, and shall provide copies of same to the Authority at such times as the Authority may, from time to time, reasonably require. In addition, the Owner will provide such further information as may reasonably be required in the future by the Authority. The Income Certification shall be dated immediately prior to the applicable household’s initial occupancy of an Affordable Unit. The Owner shall make a good faith effort to verify that the income provided by an applicant in an Income Certification is accurate by taking any one or more of the following steps as part of the verification process for all household members over the age of eighteen (18) as appropriate: (i) Obtain two (2) pay stubs for the two (2) most recent pay periods; (ii) Obtain a true copy of an income tax return for the most recent tax year in which a return was filed; (iii) Obtain an income verification form from the household member’s current employer; (iv) Obtain an income verification form from the Social Security Administration and/or the State Department of Social Services, or its equivalent, if the household member receives assistance from either of those agencies; (v) If the household member is unemployed and has no tax return, obtain another form of independent verification; or (vi) Obtain such other documentation as may be reasonably acceptable pursuant to Title 25 of the California Code of Regulations, as amended from time to time, to verify income. 2.3.2 Certificate of Continuing Program Compliance; Annual Report; Annual Monitoring/Administration Fee. Throughout the Required Covenant Period, the Owner will prepare and submit to the Authority, at such periodic frequency as the Authority might reasonably require, but not more than once annually, a Certificate of Continuing Compliance in substantially the form attached hereto as Exhibit “C” and incorporated herein by this reference, and executed by the Owner. The Owner will also prepare and submit to the Authority on or before each anniversary date of the commencement of the Required Covenant Period, and for the preceding calendar year, a report in form and substance reasonably satisfactory to the Authority summarizing the vacancy rate of the Apartment Community, including the number of Affordable Units held vacant for occupancy by Extremely Low, 59% AMI Low and 80% AMI Low Income Households for such calendar year. Owner shall pay an annual monitoring/administration fee in the amount of Ten Thousand Dollars ($10,000.00), increasing by three percent (3%) annually, concurrently with Developer’s annual payments of Residual Receipts to Authority under the Authority Loan. Item 2D-187 -10- 12812-0001\2722196v4.doc 2.4 Affordable Rent. Throughout the Required Covenant Period, an Affordable Rent shall be charged to the Extremely Low, 59% AMI Low and 80% Low Income Household occupants of Affordable Units, as more specifically described above. 2.5 Rent Increases. Rents for Affordable Units may be increased not more than once per year and twelve (12) months must have elapsed since the date of the tenant’s initial occupancy or the last rent increase. The rents charged following such an increase, or upon a vacancy and new occupancy by an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable, shall not exceed an Affordable Rent. The Owner shall, consistent with applicable law, give proper written notice to tenants of all rent increases, and upon written request, provide the Authority with reasonable detail concerning the amount of and rationale for such rent increases. 2.6 Income Recertification of Affordable Units. Annually, on the anniversary date of occupancy of an Affordable Unit by an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable, the Owner shall obtain and maintain on file an annual income certification, in form and substance reasonably satisfactory to the Authority, from each household occupying an Affordable Unit, based upon the current income of each household member over the age of eighteen (18). The Owner shall make a good faith effort to verify that the income provided by the household is accurate in accordance with Section 2.3.1, above. 2.6.1 A rental unit occupied by a household that qualifies as an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable, at the time the household first occupies an Affordable Unit shall be deemed to continue to be so occupied until a recertification of such household’s income demonstrates that such household no longer qualifies as an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable. At such time as a household ceases to qualify as an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable, based on income recertification, the Owner shall designate the next available unit (one that is not occupied by a tenant) with the same number of bedrooms as the occupied Affordable Unit and it shall be leased to an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable, so that the number of Affordable Units occupied by or reserved for occupancy by Extremely Low, 59% AMI Low or 80% Low Income Households will remain constant. For purposes of this Agreement, such designated unit will be considered an Affordable Unit if it is held vacant and available solely for occupancy by an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, as applicable, and, upon occupancy, the income eligibility of the household as an Extremely Low, 59% AMI Low or 80% AMI Low Income Household is verified and the unit is rented at Affordable Rent. 2.7 Lease or Occupancy Agreement. Prior to the rental or lease of an Affordable Unit to an Extremely Low, 59% AMI Low or 80% AMI Low Income Household, the Owner shall require the tenant to execute a written lease or occupancy agreement. The Owner shall maintain on file throughout the Required Covenant Period and for a four (4) year period thereafter, the executed lease or occupancy agreement of each tenant occupying an Affordable Unit. The form of lease or occupancy agreement used by the Owner for the lease or rental of Affordable Units shall be that which is reasonable and customary in residential leasing. In addition, each lease or occupancy agreement for an Affordable Unit shall (i) provide that the tenants of such Affordable Unit shall be subject to annual recertification of income and subject to rental increases in Item 2D-188 -11- 12812-0001\2722196v4.doc accordance with Sections 2.5 and 2.6 of this Agreement, and (ii) contain a provision to the effect that the Owner has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the Affordable Unit, and that any material misstatement in such certification (whether or not intentional) may be cause for immediate termination of such lease or occupancy agreement. 2.7.1 No Discrimination. Owner covenants, by and for itself and any successors in interest, that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall Owner, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subleases or vendees in the Site. 2.7.2 Required Clauses. All deeds, subleases or contracts made relative to the Site, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination and nonsegregation clauses: 1. In deeds: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)." 2. In leases: “The lessee herein covenants, by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: (a) That there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of Item 2D-189 -12- 12812-0001\2722196v4.doc the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subleases, subtenants or vendees in the land herein leased. (b) Notwithstanding paragraph (a), with respect to familial status, paragraph (a) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (a) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (a).” 3. In contracts: “There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subleases, subtenants or vendees in the land. 2.7.3 The Owner shall refrain from restricting the rental or lease of Affordable Units on the basis of race, color, religion, sex, marital status, disability, ancestry or national origin of any person. 2.7.4 The covenants established herein shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Authority, the City, and their successors and assigns, and shall burden and run with the Property. 2.7.5 The Authority is the beneficiary of the terms and provisions of the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these covenants running with the land have been provided. 2.8 Security Deposits. The Owner may require security deposits on Affordable Units in amounts which are consistent with applicable law. 2.9 Additional Information; Books and Records. The Owner shall provide any additional information concerning the Affordable Units reasonably requested by the Authority. The Owner will maintain complete and accurate records pertaining to the Affordable Units throughout the Covenant Period and for a four (4) year period thereafter. The Authority shall have the right upon written notice of no less than two (2) business days to the Owner, at any time during normal business hours of 9:00 am to 5:00 pm, to examine of all books, records or other Item 2D-190 -13- 12812-0001\2722196v4.doc documents maintained by the Owner or by any of the Owner’s agents which pertain to any Affordable Unit, including all executed leases or occupancy agreements and all Income Certifications, and obtain copies of any requested executed leases, occupancy agreements and Income Certifications within ten (10) business days following such examination and the Authority’s written request. 2.10 Specific Performance. The Owner hereby agrees that specific enforcement of the Owner’s agreement to comply with the allowable rent and occupancy restrictions and covenants contained herein is one of the reasons and consideration for the Authority having entered into the DDLA, and that, in the event of the Owner’s breach of such requirements, potential monetary damages to the Authority and City, as well as to existing and prospective Extremely Low, 59% AMI Low or 80% AMI Low Income Households, would be difficult, if not impossible, to evaluate and quantify. Therefore, in addition to any other relief to which the Authority or City may be entitled as a consequence of the breach hereof, the Owner agrees to the imposition of the remedy of specific performance against it in the case of any event of default by the Owner in complying with any provision of this Agreement beyond any applicable notice and cure period. 2.11 Audit. The Authority shall have the right to perform an audit of the Apartment Community to determine compliance with the provisions of this Agreement. Such audit shall not be undertaken more often than once each calendar year. All costs and expenses associated with the audit shall be paid by the Owner. 2.12 Management. The management agent of the Owner and any other contractor of Owner who provides services to occupants of the Apartment Community shall be subject to the reasonable written approval of the Authority. The Owner and/or the management agent (if not the Owner) shall operate the Apartment Community in a manner that will provide decent, safe and sanitary residential facilities to the occupants thereof, and will comply with provisions of this Agreement. Upon the written request of the Authority, the Owner shall cooperate with the Authority in the periodic review (but not more than once each calendar year) of the management practices and financial status of the Affordable Units. The purpose of each periodic review will be to enable the Authority to determine if the Affordable Units are being operated and managed in accordance with the requirements and standards of this Agreement. Results of such Authority review shall be provided to the City and to the Owner, and the Authority shall have the right to require the Owner to make modifications that are reasonably necessary to ensure the objectives of this Agreement are met. 2.13 Binding for Term. It is intended by the Parties that except as otherwise expressly provided herein, the provisions of this Agreement shall apply to the Apartment Community throughout the entire term hereof, as established in Section 3.1 below. ARTICLE 3. TERM AND RECORDATION. 3.1 Term of Agreement. This Agreement shall remain in full force and effect for the Required Covenant Period, unless the Owner and the Authority agree, in writing, to terminate this Agreement prior to the expiration of the Required Covenant Period. Unless terminated earlier pursuant to the prior sentence of this Section 3.1, or Section 3.3 below, the Parties intend that the provisions and effect of this Agreement and specifically of Article 2 hereof, shall remain in full force and effect for the entire Required Covenant Period. Item 2D-191 -14- 12812-0001\2722196v4.doc 3.2 Agreement to Record. The Owner represents, warrants, and covenants that this Agreement will be recorded in the real property records of Riverside County. 3.3 Early Termination of Restrictions. Notwithstanding the generality of the foregoing provisions of this Article 3 or any other provisions hereof, this Agreement and all of the terms and restrictions contained herein shall be suspended during involuntary noncompliance as a result of unforeseen events such as fire or act of God which leaves the entire Apartment Community uninhabitable (and the proceeds of insurance available to the Owner as a result thereof are insufficient to reconstruct the Apartment Community), or a change in a federal or state law or an action by the federal government, the State or a court of competent jurisdiction, after the date of recordation hereof, that prevents the Authority from enforcing the provisions of this Agreement, or a condemnation or a similar event. ARTICLE 4. DEFAULT; REMEDIES. 4.1 An Event of Default. Each of the following shall constitute an “Event of Default” by the Owner under this Agreement: 4.1.1 Failure by the Owner to duly perform, comply with and observe any of the conditions, terms, or covenants of any agreement with the Authority or the City concerning the Apartment Community, or of this Agreement, if such failure remains uncured thirty (30) days after written notice of such failure from the Authority to the Owner in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Owner fails to commence such cure within such thirty (30) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period or notice requirement is specified under any other section of this Agreement, then the specific provision shall control. 4.1.2 Any representation or warranty contained in this Agreement or in any application, financial statement, certificate, or report submitted by the Owner to the Authority or the City proves to have been incorrect in any material respect when made. 4.1.3 A court having jurisdiction shall have made or rendered a decree or order: (i) adjudging the Owner to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of the Owner or seeking any arrangement on behalf of the Owner under the bankruptcy laws or any other applicable debtor’s relief law or statute of the United States or of any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of the Owner in bankruptcy or insolvency or for any of its properties; or (iv) directing the winding up or liquidation of the Owner, providing, however, that any such decree or order described in any of the foregoing subsections shall have continued unstayed or undischarged for a period of ninety (90) days. 4.1.4 The Owner shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment or execution on any substantial part of its property, unless the property so assigned, sequestered, attached, or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure hereunder) or prior to sale pursuant to such sequestration, attachment, or execution. If the Owner is diligently working to obtain a return or release of the property and the City’s and the Item 2D-192 -15- 12812-0001\2722196v4.doc Authority’s interests hereunder are not imminently threatened in its reasonable business judgment, then the City shall not declare a default under this subsection. 4.1.5 The Owner shall have voluntarily suspended its business or dissolved. 4.1.6 The seizure or appropriation of all or, in the reasonable opinion of the Authority, a substantial part of the Apartment Community, except for condemnation initiated by the City, the Authority or any other governmental agency or authority. 4.1.7 There should occur any default declared by any lender under any loan document or deed of trust relating to any loan made in connection with the Apartment Community, which loan is secured by a deed of trust or other instrument affecting the Apartment Community, and such default remains uncured following the expiration of any applicable cure period. 4.2 Option to Lease. [INTENTIONALLY OMITTED] 4.3 Authority Remedies. The Authority and City shall each have the right to mandamus or other suit, action or proceeding at law or in equity to require the Owner to perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions hereof, provided that in any such case the Authority has first provided the required notice of any alleged default and the Owner has had the requisite opportunity to cure pursuant to Section 4.1.1, above. 4.4 Action at Law; No Remedy Exclusive. The Authority and/or the City may take whatever action at law or in equity as may be necessary to enforce performance and observance of any obligation, agreement or covenant of the Owner under this Agreement. No remedy herein conferred upon or reserved by the Authority or City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as the Authority may deem expedient. In order to entitle the Authority or City to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be herein otherwise expressly required or required by law to be given. ARTICLE 5. GENERAL PROVISIONS. 5.1 Limitations on Recourse. Notwithstanding anything to the contrary contained in this Agreement, except in the event of fraud, waste, or illegal acts, or with regard to any indemnity obligations imposed upon the Owner under the terms of this Agreement, (i) no partner, member, officer or director, as applicable, of the Owner (each, an “Owner Affiliate”) shall have any direct, indirect or derivative personal liability for the obligations of the Owner under this Agreement, and (ii) the Authority and the City shall not exercise any rights or institute any action against any Owner Affiliate directly, indirectly or derivatively for the payment of any sum of money that is or may become payable hereunder. Item 2D-193 -16- 12812-0001\2722196v4.doc 5.2 Maintenance, Repair, Alterations. The Owner shall maintain and preserve the Apartment Community in good condition and repair and in a prudent and businesslike manner. The Owner shall comply with all laws, ordinances, rules, regulations, covenants, conditions, restrictions, and orders of any governmental authority now or hereafter affecting the conduct or operation of the Apartment Community or any part thereof or requiring any alteration or improvement to be made thereon. The Owner shall not commit, suffer, or permit any act to be done in, upon, or to the Apartment Community or any part thereof in violation of any such laws, ordinances, rules, regulations, or orders. The Owner hereby agrees that the Authority may conduct from time to time through representatives, upon reasonable notice of no less than twenty-four (24) hours, on- site inspections and observation of: (i) the maintenance and repair of the Apartment Community, including a review of all maintenance and repair programs and practices and all reports and records pertaining thereto, including records of expenditures relating thereto; and (ii) such other facilities, practices, and records of the Owner relating to the Affordable Units as the Authority reasonably deems to be necessary or appropriate in order to monitor the Owner’s compliance with the provisions of this Agreement. 5.3 Notices. All notices (other than telephone notices), certificates or other communications (other than telephone communications) required or permitted hereunder shall be sufficiently given and should be deemed given when mailed by certified mail, postage prepaid, or twenty- four (24) hours following delivery of such notice to Federal Express or similar commercial carrier for overnight or next business day delivery, addressed as follows: If to the Authority or City: Palm Desert Housing Authority City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Attn: Housing Division If to the Owner: _________________ 100 Pacifica, Suite 203 Irvine, CA 92618 Attn: President 5.4 Relationship of Parties. Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and the Owner or the Owner’s agents, employees or contractors, or the Authority and the Owner or the Owner’s agents, employees or contractors, and the Owner shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the operation of the Apartment Community. The Owner has and hereby retains the right to exercise full control of employment, direction, compensation and discharge of all persons assisting in the performance of services hereunder. In regards to the on-site operation of the Apartment Community, the Owner shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding and all other laws and Item 2D-194 -17- 12812-0001\2722196v4.doc regulations governing such matters. The Owner agrees to be solely responsible for its own acts and those of its agents and employees. 5.5 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City or the Authority by any person the Owner may have employed or with whom the Owner may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the operation of the Affordable Units. 5.6 Conflict of Interests. No member, official or employee of the Authority or City shall make any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No officer or employee of the Owner shall acquire any interest in conflict with or inimical to the interests of the City or the Authority. 5.7 Non-Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City or the Authority shall be personally liable to the Owner, or any successor in interest, in the event of any default or breach by the City or the Authority or for any amount which may become due to the Owner or successor in connection with this Agreement or on any obligation of the City or the Authority under the terms of this Agreement. 5.8 Unavoidable Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, and except for performance under the DDLA (which is governed by the terms of the DDLA), performance of a construction obligation by any Party hereunder shall not be deemed to be in default where it is due to an “Unavoidable Delay.” “Unavoidable Delay” means a delay due to the elements (including unseasonable weather), fire, earthquakes or other acts of God, strikes, pandemics, labor disputes, lockouts, shortages of construction materials experienced generally in the construction industry in the local area, acts of the public enemy, riots, insurrections or governmental regulation of the sale or transportation of materials, supply or labor; provided, however, that to the extent a delay is caused by any other reason that the Owner reasonably believes is beyond its control, the Owner may request, on a case-by-case basis, that the City and/or Authority excuse any such delay as an Unavoidable Delay and the City and Authority shall make their determinations as to whether such delay constitutes an Unavoidable Delay using their reasonable judgment. 5.9 Indemnity. The Owner shall indemnify, defend and hold harmless the Authority and the City and all officials, employees and agents of the Authority and/or the City (with counsel reasonably satisfactory to the Authority) against any costs, liabilities, damages or judgments arising from claims or litigation of any nature whatsoever brought by third parties and directly or indirectly arising from the Owner’s ownership or operation of the Apartment Community, or the Owner’s performance of its obligations under this Agreement, and in the event of settlement, compromise or judgment hold the City and the Authority free and harmless therefrom. The provisions of this Section 5.9 shall survive the term of this Agreement. 5.10 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other Item 2D-195 -18- 12812-0001\2722196v4.doc default by the other Party. No waiver of any default or breach by the Owner hereunder shall be implied from any omission by the Authority or the City to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such wavier shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by the City or the Authority to or of any act by the Owner requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement, nor shall it invalidate any act done pursuant to notice of default, or prejudice the Authority in the exercise of any right, power, or remedy hereunder or under any agreements ancillary or related hereto. 5.11 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California. 5.12 Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability. 5.13 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorneys’ fees and costs incurred in such action (including all legal fees incurred in any appeal or in any action to enforce any resulting judgment), as awarded by a court of competent jurisdiction. 5.14 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the permitted heirs, administrators, executors, successors in interest and assigns of each of the Parties. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms hereof or under law. 5.15 Time of the Essence. In all matters under this Agreement, time is of the essence. 5.16 Approvals by the Authority or City. Any approvals required under this Agreement to be made by the Authority shall be made by the Executive Director of the Authority or his or her designee, and any approvals by the City shall be made by the City Manager or his or her designee. Any such approval or consent shall not be unreasonably withheld, conditioned, delayed or made, except where it is specifically provided herein that another standard applies, in which case the specified standard shall apply. 5.17 Complete Understanding of the Parties. The DDLA, this Agreement and the attached Exhibits constitute the entire understanding and agreement of the Parties with respect to the matters described herein. Item 2D-196 -19- 12812-0001\2722196v4.doc 5.18 Covenants to Run With the Land. The Owner hereby subjects the Apartment Community to the covenants, reservations, and restrictions set forth in this Agreement. The Authority, the City and the Owner hereby declare their express intent that the covenants, reservations, and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner’s successors in title to the Apartment Community; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Apartment Community or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. No breach of any of the provisions of this Agreement shall defeat or render invalid the lien of a mortgage or deed of trust made in good faith and for value encumbering the Property or any interest of the Owner therein. 5.19 Burden and Benefit. The Authority, the City and the Owner hereby declare their understanding and intent that: (i) the burden of the covenants, reservations, restrictions, and agreements set forth herein touch and concern the Property and the Apartment Community, in that Owner’s legal interest in the Apartment Community is rendered less valuable thereby, (ii) the covenants, reservations, restrictions, and agreements set forth herein directly benefit the Property and the Apartment Community (a) by enhancing and increasing the enjoyment and use of the Apartment Community by certain Extremely Low, 59% AMI Low or 80% AMI Low Income Households, the intended beneficiaries of such covenants, reservations, restrictions, and agreements, (b) by making possible the obtaining of advantageous financing for the Property and the Apartment Community, and (c) by furthering the public purposes advanced by the Authority and the City, and (iii) the covenants, reservations, restrictions and agreements set forth herein shall run with the Property and shall be binding for the benefit of and enforceable by the Authority and the City and their successors and assigns for the entire term of this Agreement. 5.20 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 5.21 Amendments. This Agreement may be amended only by the written agreement of the Authority, the City and the Owner. WHEREFORE, the undersigned has executed this Agreement as of the date first-above written. OWNER: _____________________________ AUTHORITY: Item 2D-197 -20- 12812-0001\2722196v4.doc PALM DESERT HOUSING AUTHORITY, a public body, corporate and politic By: Name: Title: CITY: CITY OF PALM DESERT By: Name: Title: ATTEST: Anthony J. Mejia, City Clerk CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. Item 2D-198 -21- 12812-0001\2722196v4.doc State of California ) County of ) On ____________, 202__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-199 -22- 12812-0001\2722196v4.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California ) County of ) On ____________, 202__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-200 -23- 12812-0001\2722196v4.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California ) County of ) On ____________, 202__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-201 -24- 12812-0001\2722196v4.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. State of California ) County of ) On ____________, 20__, before me, ________________________________________________, (insert name and title of the officer) Notary Public, 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Item 2D-202 EXHIBIT “A” LEGAL DESCRIPTION OF THE PROPERTY Real property in the City of Palm Desert, County of Riverside, State of California, described as follows: Item 2D-203 EXHIBIT “B” HOUSEHOLD INCOME CERTIFICATION (Attached) Item 2D-204 -27- 12812-0001\2722196v4.doc Item 2D-205 -28- 12812-0001\2722196v4.doc Item 2D-206 -29- 12812-0001\2722196v4.doc Item 2D-207 EXHIBIT “C” CERTIFICATE OF CONTINUING COMPLIANCE (Attached) Item 2D-208 -31- Item 2D-209 -32- Item 2D-210 -33- Item 2D-211 -34- Item 2D-212 EXHIBIT I SCOPE OF DEVELOPMENT Pursuant to that certain Amended and Restated Disposition, Development and Loan Agreement (“DDLA”) executed by and among the City of Palm Desert, a municipal corporation (the “City”), the Palm Desert Housing Authority, a public body corporate and politic (the “Authority”) and Palm Companies, LLC (“Palm”), the single asset tax credit limited partnership created and controlled by Palm and approved by the City Manager as the entity who will take title to the Property at the Close of Escrow, shall develop a two hundred forty-one (241) unit multifamily rental housing development, including units for extremely low, very low, and low income households (i.e., the Development) on the Property. All capitalized terms not defined herein shall have the meaning ascribed to such terms in the DDLA. The Development shall conform to plans approved by City, including all conditions and mitigation measures imposed by the City in connection with the entitlement/development approval process of the City. The Development shall be constructed on the Property (such property consisting of approximately 10.49 acres of city-owned vacant land located at the north side of Gerald Ford Drive, between Portola Road and Cook Street in the City of Palm Desert). The project/development, which will be called “Palm Villas at Millennium”, will be built as a single phase, and will include two manager’s units. The quality of construction shall be of a high level. HOUSING TYPE Palm Villas at Millennium will target families with incomes from 30% to 60% AMI and will consist of a mix of one, two and three-bedroom units. Units will be restricted by recorded Housing Agreements (one with the City in connection with a density bonus; the other with the Authority, required due to the Authority’s construction loan described in the DDLA). One two- bedroom unit and one three-bedroom unit will be used for the on-site property managers. SITE AMENITIES (1) Community Center o Leasing Office o Computer Lab o Flex-Space (2) Surveillance Cameras (3) Picnic Areas (covered) (4) Laundry Facilities (5) Tot-Lot/Playground (covered) (6) Swimming Pool(s): - One pool will be a minimum of 935 square feet and shall include pool restrooms; the other pool will be a minimum of 700 square feet - Alternatively, a single pool, no smaller than 1600 square feet, shall be completed • On-Site Property Management Item 2D-213 P6401-0001\2822145v2.doc • Gated Access • Assigned Parking CONSTRUCTION TYPE & ARCHITECTURAL GOALS All buildings will be garden style Type V walk-ups with concrete slab-on-grade foundations. The building architecture will be designed to blend with the character of the area and will incorporate Universal Design concepts throughout that emphasizes overall project accessibility. The site will have a spacious feel with open desert landscaped areas and surface parking. Construction of the project is subject to California State prevailing wages, and may be subject to Federal Davis Bacon prevailing wages. SUSTAINABLE BUILDING / GREEN BUILDING PRACTICES Palm Communities strives to implement building technologies that produce “green” and sustainable developments. Palm Villas at Millennium will be built per minimum TCAC requirements, which based on current regulations includes achieving minimum CalGreen and CAS compliance. UNIT AMENITIES • Energy Star Appliances o Oven/Stove o Refrigerator o Dishwasher o Garbage Disposal • Solid Surface Countertops • Upgraded Cabinets • Central Air Conditioning/Heating • Window Blinds • Carpet/Vinyl or Tile • Patio or Balcony SOCIAL SERVICE PROGRAMS • Service amenities will be conducted in the community buildings and available for all tenants free of charge. A program coordinator will be hired to provide family appropriate classes for the residents, as well as collaborate with outside nonprofits and agencies to expand program options. Residents will have input as to which classes and programs are offered at the center. Typically, the classes will include the following: English as a Second Language • Literacy Programs • Computer Training • “Basics of Life” Courses • Entering the Workforce Courses • Nutrition and Wellness Programs The developer shall commence and complete the Development in accordance with the Schedule of Performance. The Development shall conform to and shall complete and satisfy any Item 2D-214 P6401-0001\2822145v2.doc and all conditions from the City’s entitlement approval of Project number PP22-0003/TPM 38366. I. DEVELOPMENT STANDARDS The Improvements shall conform to all applicable Governmental Requirements, including without limitation local subdivision, zoning, building code and other applicable ordinances, resolutions, policies, applicable general and Specific Plans, and regulations of the City of Palm Desert (“City Ordinances”) and the following development standards: A. General Requirements: 1. Vehicular Access. The placement of vehicular driveways shall be coordinated with the needs of proper street traffic flow as approved by the City in accordance with City Ordinances. In the interest of minimizing traffic congestion, the City of Palm Desert will control the number and location of curb breaks for access to the Site for off-street parking and truck loading. All access driveways shall require written approval of the City. 2. Building Signs. Signs shall be limited in size, subdued and otherwise designed to contribute positively to the environment. Signs identifying the building use will be permitted, but their height, size, location, color, lighting and design will be subject to City approval, and signs must conform to the City Ordinances. 3. Screening. All outdoor storage of materials or equipment shall be enclosed or screened to the extent and in the manner required by the City. 4. Landscaping. The developer shall provide and maintain landscaping within the public rights-of-way and within setback area along all street frontages and conforming to the plans as hereafter approved by the City. Landscaping shall consist of trees, shrubs and installation of an automatic irrigation system adequate to maintain such plant material. The type and size of trees to be planted, together with a landscaping plan. 5. Utilities. All utilities on the Property provided to service the units constructed by developer shall be underground at developer’s expense. 6. Building Design. Buildings shall be constructed such that the Improvements shall be of high architectural quality, and shall be effectively and aesthetically designed and in conformance with City approvals. 7. Energy Considerations. The design of the Improvements shall include, where feasible, energy conservation construction techniques and design, including co-generation facilities and active and passive solar energy design. The developer shall be required to demonstrate consideration of such energy features during the design review process and to consistency with energy conservation provisions of the building code. 8. Site Preparation. Palm, at its cost and expense, shall prepare Property (also sometimes referred to herein as the “Site”) for development. Such Site preparations shall consist of the complete demolition and removal of all existing improvements if any. Item 2D-215 P6401-0001\2822145v2.doc 9. Environmental Impact Mitigation Measures. To the extent required under the terms of the DDLA, the developer shall implement any and all mitigation measures and/or mitigation monitoring requirements as identified in any certified environmental document or mitigated negative declaration certified in connection with the project. 10. Construction Fence. The developer shall install a temporary construction chain link fence. The construction fence shall be maintained free of litter and in good repair for the duration of its installation. 11. Development Identification Signs. Prior to commencement of construction on the Site, the developer shall prepare and install, at its cost and expense, one sign on the barricade around the Site which identifies the development. The sign shall be at least four (4) feet by six (6) feet and be visible to passing pedestrians and vehicular traffic. The design of the sign, as well as the proposed location, shall be submitted to the City and Authority for review and approval prior to installation. The sign shall, at a minimum, include: - Illustration of development - Development name - Palm - Logo of the City of Palm Desert - List of City Council Members - Information number - Completion Date B. Design Features: The following design features are considered essential components to the Improvements: Handicapped Units – An agreed upon number of units are to be fully handicapped accessible in compliance with State Housing Code – Title 24 requirements. Overall Design Quality, Materials, Colors, Design Features – Quality of design is important, materials and colors are to be approved by City. Housing Type – The project shall consist of development of a multi-family apartment complex with two hundred forty-one (241) units. Mobility – All facilities shall comply, to the extent feasible, with current CTCAC standards. Green Building Standards – All facilities shall comply, to the extent feasible, with CTCAC minimum green building standards. Item 2D-216 P6401-0001\2822145v2.doc II. DEMOLITION AND SOILS Except to the extent otherwise expressly provided in the DDLA, the developer assumes all responsibility for surface and subsurface conditions at the Site, and the suitability of the Site for the Improvements. The developer has undertaken all investigation of the Site as it shall deem necessary and has not received or relied upon any representations of City or the Authority, or their respective officers, agents and employees. III. SPECIAL AMENITIES The developer shall undertake all improvements required by the City as a condition of development of the Site, as more particularly provided in the City approvals given for the Site. IV. MAINTENANCE OF SITE The developer shall maintain the site free of all weeds and trash prior to start of construction. Item 2D-217 EXHIBIT J SCHEDULE OF PERFORMANCE All of the construction deadlines described below shall be subject to extension as a result “Force Majeure” in accordance with Section 10.15 of the DDLA. # TASK DEADLINE 1 Parties to open escrow for the conveyance of the Property. Within fifteen (15) days following the issuance/approval of a tax credit allocation. 2 Developer shall obtain the City Approvals and obtain permit ready letter for all permits necessary to construct the Development, and pay the grading permit fees and all Final Map fees, and shall cause all security required for the Final Map under the conditions thereto (including security under the Subdivision Improvement Agreement, which must be signed and delivered as a condition to Close of Escrow). Prior to or concurrent with the conveyance of the Property. 3 Developer shall submit evidence of financing commitments consistent with the Financing Plan. At least thirty (30) days prior to Close of Escrow. 4 All construction financing to close, and evidence of committed equity to be provided (all consistent with final Project Budget) By or concurrently with Close of Escrow 5 Closing of the conveyance of the Property June 30, 2026. 6 Developer and City to execute and deliver all documents required for Closing into Escrow, as applicable, and satisfy all applicable closing conditions Prior to Close of Escrow. 7 Developer commences Construction No more than 30 days after Close of Escrow 8 Completion of Grading No more than 180 days after Close of Escrow Item 2D-218 P6401-0001\2822145v2.doc # TASK DEADLINE 9 Completion of Building Foundations No more than 240 days after Close of Escrow 10 Completion and issuance of final Certificate of Occupancy Two (2) years after Close of Escrow Item 2D-219 EXHIBIT K FINANCING PLAN [NEED] Item 2D-220 Item 2D-221 Item 2D-222 Item 2D-223 Item 2D-224