314465.v2
ANNEX S FOR GENERAL FACILITY CONSTRUCTION SERVICES TO INTERGOVERNMENTAL
SUPPORT AGREEMENT (IGSA) BETWEEN THE UNITED STATES ARMY GARRISON, FORT IRWIN
AND CITY OF BARSTOW, CALIFORNIA BASE OPERATIONS SUPPORT SERVICES This Annex S to the Intergovernmental Support Agreement (hereafter referred to as the IGSA or Agreement) is made on June 20, 2023 by and between the United States and City of Barstow, California, (hereafter PUBLIC PARTNER is used for brevity throughout this agreement) pursuant to federal law codified at 1O USC 2679.
The purpose of this Annex is to authorize the Fort Irwin Garrison Commander, in consultation with the City Manger for the PUBLIC PARTNER, to authorize the PUBLIC PARTNER to perform public works projects and provide General Facility Construction Services at Fort Irwin.
The parties execute this Annex in order to provide services, supplies, or construction to the United States, to achieve cost savings for the Department of the Army, and to provide additional revenues to local governments and their work forces. Any section that is not addressed in this Annex shall be governed by the existing IGSA for Base Operations Support Services between Army and Public Partner, No. W4E6AAIGSA-A60RG-2022-0002.
RESPONSIBILITIES OF THE PARTIES:
The PUBLIC PARTNER shall perform public works projects of up to one million dollars ($1,000,000) in value per project at Fort Irwin with the written approval of the Garrison Commander and the City Manager. Public works projects worth greater than one million dollars require the additional approval of the Barstow City Council. The value of the public works projects to be performed by the PUBLIC PARTNER shall be measured by the amount budgeted for the project by the United States.
This is a non-personal services agreement. Each party is responsible for all costs of its personnel including pay, benefits, support, and travel. Each party is responsible for supervision or management of its personnel.
The tasks, duties and responsibilities set forth in this Annex S may not be interpreted or implemented in any manner that results in PUBLIC PARTNER personnel creating or modifying federal policy, obligating appropriated funds of the United States, or overseeing the work of federal employees.
Under no circumstances, shall PUBLIC PARTNER employees or contractors be deemed federal employees.
If the PUBLIC PARTNER shall provide services through a contract, the contract must be awarded through competitive procedures. (This requirement does not apply to collective bargaining agreements between the PUBLIC PARTNER and its employees.) Employees of the United States may not perform services for or on behalf of the PUBLIC PARTNER without the approval of the IGSA Manager. 314465.v2
TERM OF AGREEMENT:
The term of this Agreement shall be for one year from the execution of the Agreement by the IGSA Manager, and renewable for successive one year periods for 9 additional years. The United States shall only be obligated for only one year of performance under the agreement, as it has no authority to obligate additional periods of performance without appropriation of adequate funds by the Congress. The United States shall only be obligated for an additional year of performance upon receipt of such funds, and only upon written notice by the IGSA Manager of an intent to award the option for an additional year of performance. The IGSA Manager shall provide notice of the renewal of the IGSA at least 3O days prior to the expiration of then current performance period. The IGSA Manager may condition the renewal upon availability of funds, and may suspend performance of the renewed period at no additional cost to the United States, until adequate funds have been received. If funds are not received, the parties agree that the Agreement can be unilaterally terminated by the IGSA Manager without further liability to the United States.
TERMINATION:
This Annex S may be terminated by mutual written agreement at any time. Except as otherwise specified in this agreement, either party can unilaterally terminate this Annex S upon 180 days written notice to the POCs designated in this Agreement.
The United States reserves the right to terminate this agreement for its convenience at any time. When notified by the IGSA Manager of the termination, the PUBLIC PARTNER shall immediately stop all work.
The government will pay the PUBLIC PARTNER a percentage of the agreed price reflecting the percentage of work performed to the notice and associated reasonable termination costs. The PUBLIC PARTNER shall not be paid for any work performed or costs incurred which reasonably could have been avoided.
PAYMENT:
Work performed by the PUBLIC PARTNER under this Annex S shall accord with the same payment process as detailed in the IGSA, except that all invoices properly submitted by the City shall be paid by the United States within 15 days otherwise the late payment fee applies.
OPEN COMMUNICATIONS AND QUALITY CONTROL:
The Parties shall identify and present any issues and concerns that could potentially impede successful performance of the Annex in a timely and professional manner. The PUBLIC PARTNER shall maintain a quality control plan to ensure all work is completed within the specified timelines and quality standards specified in the Annex.
INSPECTION OF SERVICES: The PUBLIC PARTNER will only tender services and goods in conformance with the IGSA and Annex. The installation shall appoint a Technical Representative (“TR”) who will be responsible for inspecting all services performed. The PUBLIC PARTNER will be notified of the identity of the TR and their alternate, of any changes. If services are performed outside the installation, the TR shall be granted access to areas where services are performed.
The TR shall have the right to inspect and test all services; inspections and tests to be conducted in a 314465.v2
manner that will not unduly delay the performance of work.
If the TR determines that services do not conform to the requirements in Agreement and the Annex, the TR can require the PUBLIC PARTNER to perform the services again, in whole or in part, at no additional cost to the government. Alternately, the TR can reduce the price to be paid for services to reflect the reduced value of the services to be performed. If the services cannot be corrected by re-performance, the TR can reduce the billed price to reflect the reduced value of the services to be performed. The TR may alternately, in his sole discretion, waive price reductions or re-performance of services. Such waivers shall not constitute a waiver of requirements in the IGSA unless approved in writing by the IGSA Manager.
If the PUBLIC PARTNER is unable to perform any of the services due to an occurrence beyond the reasonable control of the parties, such as Acts of God, unusually severe weather, or government activities on the installation which impede the PUBLIC PARTNER's performance, the PUBLIC PARTNER shall promptly notify the TR.
In those rare instances in which the PUBLIC PARTNER fails to re-perform services or abandons performance, the United States may perform or contract for performance of the services and charge those costs to the PUBLIC PARTNER. Except in an emergency, the United States will not exercise this authority without providing prior notice to the POC designated by the PUBLIC PARTNER to allow for amicable resolution of issues between the parties. If services are deemed to be deficient and can’t not be corrected to the satisfaction of the TR, the Agreements Officer may terminate the IGSA immediately. Such termination shall not become effective without prior notice and consultation with the PUBLIC PARTNER POC identified in this agreement.
SUSPENSION OF ANNEX:
The United States reserves the right to suspend performance of the agreement or access to the installation in event of emergencies, mobilizations, national security reasons, or for other reasons outside the control of the United States. The PUBLIC PARTNER will be entitled to an extension of time to for completion of the Services and shall be extended based upon the impact of the delay or suspension and shall receive an equitable compensation adjustment. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
APPLICABLE LAW:
The Annex is subject to the law and regulations of the United States. If any federal statue expressly prescribes policies or requirements that differ from the terms and conditions of this Annex, the provisions of the statute shall govern.
CLAIMS AND DISPUTES:
The parties shall adhere to the same claim and dispute process as outlined in the IGSA. 314465.v2
NOTICES, POINTS OF CONTACT (POCs), ANNUAL REVIEWS, AND AMENDMENTS TO THE IGSA:
The POCs for issues pertaining to this Annex S are as follows:
For the United States:
IGSA Technical Representative (TR)
Robert Fortune (760) 380-3512
[email protected]
IGSA Technical Representative (TR)
Miguel Guerrero
(760) 380-1868
[email protected]
IGSA Technical Representative (TR)
Benjamin Guthrie
(760) 380-7605
[email protected]
IGSA Technical Representative (TR)
Derrick Pace
(760) 380-3742
[email protected]
IGSA Manager (IGSA-M)
Steven Ryan (760) 380-6872
[email protected]
IGSA Financial Representative (RMO)
Raquel Cisneros (760) 380-2600
[email protected]
For the PUBLIC PARTNER:
Technical Representatives Chris Heldreth
(760) 255-5161
[email protected]
Kody Tompkins
(760 255-5175
[email protected]
314465.v2
Financial Representative Heidy Riley
(760) 255-5151
[email protected]
IGSA Manager Willie Hopkins, Jr.
(760) 255-5101
[email protected]
Unless otherwise specified, all notices under this Agreement shall be provided to the POCs specified above.
The POCs and a management official at least one level above the POCs as well as the IGSA Manager shall meet annually to discuss the IGSA, and consider any amendments to the Agreement.
Any party can propose amendments at any time. All amendments must be reduced to writing and incorporated by amendment to Agreement by the IGSA Manager in order to be effective.
DUTY TO PROTECT GOVERNMENT PROPERTY ON THE INSTALLATION:
The requirement of the PUBLIC PARTNER to conduct a site visit of the installation with the Technical Representative and prepare an accident avoidance plan for the IGSA shall also cover the annex and no additional site visit or accident avoidance plan is required to be executed by the Public Partner for the Annex.
The PUBLIC PARTNER shall take measures to protect and not damage any property of the United States during performance of services. Should the PUBLIC PARTNER damage such property, the PUBLIC PARTNER may replace the item or restore it to its prior condition at its own cost or reimburse the United States for such costs. If the PUBLIC PARTNER does not take measures to replace or restore, the United States reserves the right to deduct replacement or restoration costs from amounts billed by the PUBLIC PARTNER each month. The CR shall provide written notice of the Government's intent to offset costs against billings to allow the parties to resolve the matter amicably. Such resolution can include a schedule for payments to cover the loss or restoration of Government property over the term of the current period of performance.
CONTINUITY OF SERVICES:
The PUBLIC PARTNER recognizes that the services under this Agreement are vital to the United States and must be continued without interruption and performed even in event of a dispute between the parties. Should the United States terminate this Agreement for any reason, the PUBLIC PARTNER agrees to furnish phase-in training to any successor contractor and exercise its best efforts and cooperation to effect an orderly and efficient transition of services.
HOLD HARMLESS:
Except as otherwise provided in this annex, the PUBLIC PARTNER shall indemnify and hold the United States harmless against any and all judgments, expenses, liabilities, claims and charges of whatever kind or nature that may arise as a result to the extent of the PUBLIC PARTNERS negligence, willful acts 314465.v2
or misconduct of the activities of the PUBLIC PARTNER or its employees and subcontractors in performance of this Agreement.
INSURANCE: The insurance provided by the PUBLIC PARTNER to the United States under the IGSA shall also cover all work performed under this Annex.
WAGES AND LABOR LAW PROVISIONS:
The Public Partner shall adhere to the same Wage and Labor Provisions as outlined in the IGSA.
NON-DISCRIMINATION AND SEXUAL ASSAULT/HARASSMENT:
The Public Partner and its contractors shall adhere to the same Non-Discrimination and Sexual Assault/Harassment provisions as outlined in the IGSA.
TRANSFERABILITY: This Annex is not transferable except with the written authorization of the IGSA Manager.
ACTIONS OF DESIGNEES: Any act described in the Annex to be performed by an individual or official can be performed of the designee of such individual or official, with the exception of the Agreements Officer.
Signatures and dates of signatures of the parties:
FOR THE CITY OF BARSTOW, CALIFORNIA FOR THE GARRISON:
DR. PAUL A. COURTNEY JASON A. CLARKE
MAYOR COL, SF
COMMANDING
DATE DATE
ATTEST: