Costa Mesa City Council
March 7, 2023

1 The Solis Group Inc.

Rev. 02-2023

CITY OF COSTA MESA

PROFESSIONAL SERVICES AGREEMENT
WITH
THE SOLIS GROUP INC.

THIS PR
OFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 17th day of April, 2023 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and THE SOLIS GROUP INC., a California corporation (entity information) (“Consultant”).

RECIT
ALS
A. City
proposes to utilize the services of Consultant as an independent contractor to provide professional administrative services under a Community Workforce Agreement, as more fully described herein; and
B. Consul
tant represents that it has that degree of specialized expertise contemplated within California Government Code s ection 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. City
and Consultant desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No offic
ial or employee of City has a financial interest, within the provisions of sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, TH
EREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVI

CES PROVIDED BY CONSULTANT

1.1. Sc ope of Services. Consultant shall provide the professional services described in City’s Request for Proposals, attached hereto as Exhibit “A,” and Consultant’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.

1.2. Pr ofessional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.

1.3. Per formance to Satisfaction of City . Consultant agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet wi
th Consultant to review the quality of the work and resolve the ATTACHMENT 1
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matters of concern;
(b) Requir
e Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Termi
nate the Agreement as hereinafter set forth.

1.4. Warranty . Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws , including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under
this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

1.5. Non -Discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, e xcept as permitted pursuant to s ection 12940 of the Government Code.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.

1.8. Confidentiality . Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BI LLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit “C,” attached hereto and made a part of this Agreement (the “Fee Schedule”).

Consultant’s total compensation shall not exceed Four Hundred Thousand Dollars ($400,000.00).

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2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant’s Proposal unless the City Manager or designee, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after termination of this Agreement.

3.0. TIME O F PERFORMANCE

3.1. Commencement and Completion of Work. Unless otherwise agreed to in writing by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City. The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays . Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics (excluding COVID-19), material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party (each, a “Force Majeure Event”). If a party experiences a Force Majeure Event, the party shall, within five (5) days of the occurrence of the Force Majeure Event, give written notice to the other party stating the nature of the Force Majeure Event, its anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to incur any material expenditure to remedy its inability to perform; provided, however, if the suspension of performance continues for sixty (60) days after the date of the occurrence and such failure to perform would constitute a material breach of this Agreement in the absence of such Force Majeure Event , the p arties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under this Agreement. If the parties are not able to agree on such amendments within thirty (30) days and if suspension of performance continues, such other p arty may terminate this Agreement immediately by written notice to the party experiencing the Force Majeure Event, in which case neither party shall have any liability to ATTACHMENT 1
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the other except for those rights and liabilities that accrued prior to the date of termination.

4.0. TERM AND TERMINATION

4.1. Ter m. This Agreement shall commence on the Effective Date and continue for a period of three (3) years , ending on April 16, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by two (2) additional one (1) year periods upon mutual written agreement of both parties.

4.2. N
otice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. C
ompensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City’s sole risk and without liability or legal expense to Consultant.

5.0. I

NSURANCE

5.1. M
inimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated “A,” Class X, or better in the most recent Best’s Key Insurance Rating Guide, and approved by City:

(a) C
ommercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate.

(b) Business automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ATTACHMENT 1
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($1,000,000.00) combined single limit per accident for bodily injury and property damage.

(c) Workers’ compensation insurance as required by the State of California.

Consultant agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

(d) Professional errors and omissions (“E&O”) liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

5.2. E
ndorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:

(a) A
dditional insureds: “The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant.”

(b) Notice: “Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City.”

(c) Other insurance: “The Consultant’s insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the ins urance provided by this policy.”

(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers.

(e) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

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5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4 . Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement.

5.5 . Non-Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. G

ENERAL PROVISIONS

6.1. E
ntire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. R
epresentatives. The C ity Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

C
onsultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. P
roject Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

C
onsultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. N
otices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery, and (b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

The Solis Group Inc. City of Costa Mesa
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3452 E. Foothill Blvd., Suite 200
Pasadena, CA 91107
77 Fair Drive
Costa Mesa, CA 92626
Tel: (626) 685-6989 Tel: (714) 754-5633
Attn: Angelina Gerpe Attn: Seung Yang

Courtesy copy to:

City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Attn: Finance Dept. | Purchasing

6.5. Dr ug-Free Workplace Policy . Consultant shall provide a drug-free workplace by complying with all provisions set forth in City’s Council Policy 100-5, attached hereto as Exhibit “D” a nd incorporated herein. Consultant’s failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

6.6. A ttorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.7. G
overning Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

6.8. A
ssignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant’ s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City ’s consent, no subletting or assignment shall release Consultant of Consultant’s obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.9. Indemni
fication and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and ATTACHMENT 1
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employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

6.10. Independent
Contractor . Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.11. PERS Eligibility Indemnification.

In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notw
ithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.12 . Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

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6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6.14 . Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code section 7920.000, et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code sections 81000, et seq.) and Government Code s ection 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.16 . Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.17 . Prohib ited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.18 . Order of Precedence. In the event of an inconsistency in this Agreement and any ATTACHMENT 1
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of the attached Exhibits, the terms set forth in this Agreement shall prevail . If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.19 . Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.20. B
inding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

6.21. No Third Party Beneficiary Rights . This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.22. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.23. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.24. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.25 . Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.26 . Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party , is mat erially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

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6.27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.28 . Corporate Authority . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

[Si
gnatures appear on following page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONSULTANT

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

CITY OF COSTA MESA

__________________________________ Date: __________________________ Lori Ann Farrell Harrison
City Manager

ATTEST:

__________________________________
Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
Risk Management

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APPROVED AS TO CONTENT:

__________________________________ Date: __________________________ Seung Yang
Project Manager

DEPARTMENTAL APPROVAL:

__________________________________ Date: __________________________ Raja Sethuraman
Public Works Director

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Carol Molina
Finance Director

ATTACHMENT 1
13 EXHIBIT A

REQUEST FOR PROPOSALS
ATTACHMENT 1
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15 ATTACHMENT 1
16 ATTACHMENT 1
17 ATTACHMENT 1
18 ATTACHMENT 1
19 ATTACHMENT 1
20 ATTACHMENT 1
21 ATTACHMENT 1
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25 ATTACHMENT 1
26 ATTACHMENT 1
27 ATTACHMENT 1
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29 ATTACHMENT 1
30 ATTACHMENT 1
31 X
TSG Enterprises, Inc. dba The Solis Group
Mike Komsky
Executive Director, Business Development [email protected] (626) 685-6989 (626) 685-6985
3452 E Foothill Blvd, Ste 200
Pasadena, CA 91107
Gary A. Hamm
COO [email protected]
(626) 685-6989 (626) 685-6985
X
X
ATTACHMENT 1
32 Elvira Elizabeth Diez Solis CEO, Corporate Board Member (626) 685-6989 Mike Komsky COO, Authorized to sign contracts (626) 685-6989 (626) 685-6989Andrew Solis-Castillo Analyst 2, Corporate Board Member None
95-4728049
ATTACHMENT 1
33 February 8, 2023
Elvira Elizabeth Diez Solis
ATTACHMENT 1
34 X
ATTACHMENT 1
35 None.

ATTACHMENT 1
36 TSG Enterprises, Inc. dba
The Solis Group
N/A
3452 E Foothill Blvd, Ste 200, Pasadena, CA 91107
thesolisgroup.com
(626) 685-6989 (626) 685-6985
[email protected]
30 years
24 months (30 years located in Pasadena, CA)
X
95-4728049
Monday - Friday 8am - 5pm
TSG recognizes and is closed on all
Federal and State holidays.
(626) 685-6989 (626) 685-6985
(626) 685-6985
(626) 685-6985
(626) 685-6989
(626) 685-6989
Gary A. Hamm
[email protected]
Mike Komsky
[email protected]
Jeremy Turner
[email protected]
ATTACHMENT 1
37 City of Anaheim
City of Moreno Valley
Port of Long Beach
Los Angeles County Department of Public Works
Rancho Santiago Community College District
(714) 480-7510
Carri Matsumoto
$503,284
[email protected]
2323 N Broadway, Santa Ana, CA 92706
PLA Administration, Labor Compliance, Local Hire Tracking Brenda Medina
[email protected]
Telephone Number: (714) 765-5157
200 S Anaheim Blvd, Anaheim, CA 92805
CWA Administration, Local Hire Tracking, Labor Compliance $115,076
(951) 413-3116
Melissa Walker
$127,823
[email protected]
PLA Administration, Labor Compliance
14177 Frederick St, Moreno Valley, CA 92553
(626) 458-6987
Imad Abboud
$3,000,000
[email protected]
Labor Compliance
900 S Fremont Ave, Alhambra, CA 91803
(562) 714-4816
Adriana Ramirez
$2,142,549
[email protected]
PLA Administration, Labor Compliance, Local Hire Tracking 415 W Ocean Blvd, Long Beach, CA 90802
ATTACHMENT 1
38 None.

TSG Enterprises, Inc. dba The Solis Group
February 8, 2023
_________________________
Signature
Elvira Elizabeth Diez Solis, CEO
Printed Name/Title
ATTACHMENT 1
39 ATTACHMENT 1
40 ATTACHMENT 1
41 EXHIBIT B

CONSULTANT’S PROPOSAL

ATTACHMENT 1
42 PROPOSAL
City of Costa Mesa
No. 23-14
February 8, 2023
Vol I: Technical Proposal

COMMUNITY WORKFORCE

AGREEMENT PROFESSIONAL

ADMINISTRATIVE SERVICES
ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Cover Letter
Stephanie Urueta
City of Costa Mesa
Public Works
77 Fair Drive
Costa Mesa, CA 92628
RE: Proposal to Provide Community Workforce Agreement Professional Administrative Services Dear Stephanie Urueta:

The Solís Group (TSG) is pleased to submit our proposal for Community Workforce Agreement (CWA) Professional Administrative Services to the City of Costa Mesa (City). TSG is a known leader in the management of similar programs for public agencies throughout California. A summary of our proposal follows.

Background & Project Summary Section
We understand the City is working on improving its construction program and the overall landscape for the community of contractors and workers alike. Through this CWA, the City aims to increase opportunities in the construction trades through local hire and apprenticeship programs for high school graduates, Costa Mesa and Orange County residents, Veterans, and Disadvantaged Workers regardless of location.

Method of Approach
Our approach to labor management has been developed through years of experience in service to public agencies. In this section we present our experience working with agencies in CWA implementation and administration.
• We have successfully worked on 28 CWA assignments in the last six years alone. Out of these, 21 were first-time CWAs in which we supported agencies through initial implementation. • Our highlighted references include: the City of Anaheim, the City of Moreno Valley, and the Los Angeles County Department of Public Works (LACDPW).

Qualifications & Experience of the Firm
TSG provides best-value services and unmatched success in delivering similar services to public agencies across Southern California. We will provide the same level of seamless service to the City. • We are a minority- and woman-owned business with 30 years of demonstrated success in the implementation and administration of CWA programs.
• We have extensive experience working with the LA/OC Building Trades, as well as direct experience in the region working for the cities of Anaheim, Buena Park, Garden Grove, and Santa Ana.

Financial Capacity
TSG is financially secure and able to perform services upon contract award. Additional data is available upon request.

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Community Workforce Agreement Professional Administrative Services Key Personnel
Jeremy Turner, Vice President of Field Operations, brings over 10 years of related industry experience and expertise to the City, far exceeding the minimum requirement. He has direct experience working with municipalities, including the cities of Anaheim, Buena Park, Garden Grove, and Moreno Valley.

Jeremy is supported by Issac Hernandez, Senior Analyst. With over four years of industry experience, Issac excels at educating contractors on CWA requirements and ensuring compliance is achieved. He will be responsible for handling the day-to-day tasks associated with this assignment.

Both Jeremy and Issac are key personnel and will be available for the duration of the contract. Their resumes are found in this section.

Cost Proposal
As required by the RFP , our Cost Proposal has been submitted under separate cover .

Disclosure
TSG has no past or current business or personal relationships with any current Costa Mesa elected official, appointed official, City employee, or family member of the aforementioned positions.

Sample Professional Service Agreement
TSG has no exceptions to RFP and the Sample Professional Service Agreement.

Checklist of Forms to Accompany Proposal
As required by the RFP , the forms included in Appendix D and Addendum No. 1 are found under this section.

I am duly authorized to bind TSG to the terms of the proposal and look forward to supporting the City on this assignment.

Sincerely,
Elizabeth Solis
CEO
ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Table of Contents
Cover Letter 1
Table of Contents 3
Background & Project Summary Section 4
Method of Approach 5
Qualifications & Experience of the Firm 11
Financial Capacity 12
Key Personnel 16
Cost Proposal 20
Disclosure 20
Sample Professional Service Agreement 20
Checklist of Forms to Accompany Proposal 20
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Community Workforce Agreement Professional Administrative Services Background & Project Summary Section
The City presents a well-developed general scope of work in the RFP; we concur with the City’s scope of work and incorporate it in its entirety by reference. In February 2022, the City Council approved the CWA between the City, Los Angeles/Orange Counties Building and Construction Trades Council, and the affiliated unions. The City aims to increase opportunities in the construction trades through local hire and apprenticeship programs for high school graduates, Costa Mesa and Orange County residents, Veterans, and Disadvantaged Workers regardless of their location.

This program is about more than the new CWA requirements for projects. We understand the City is working on improving its construction program and the overall landscape for the community of contractors and workers alike. TSG has supported agencies, contractors, and construction managers to successfully guide them through this transition. Compliance is taking on a new meaning from the current norm - contractors will need to learn to navigate union registration and referral systems, participate in developing the local workforce, and pay fringe benefits differently. Communicating to the City and the contractor community that a trust fund delinquency is not just a labor compliance issue anymore—it can be a grievance costing the contractor damages. Payroll reports are not just a sign of wage compliance—they are how you track jobs flowing back into the community.

Based on previous successes, we will complete a policies and procedures manual for CWA implementation and integrate it with labor compliance procedures before projects are advertised for bids. We will also complete a compliance manual for contractors, with forms,
instructions, and a summary of key CWA provisions.

TSG will establish regular meetings to set up a
healthy, collaborative relationship between labor and
management. This ensures unions can access TSG staff
for any issues and contractors are held accountable for CWA obligations, such as the development and
dispatch of targeted and disadvantaged workers.

TSG will communicate with the Building Trades on
interpretation issues and field questions concerning
jobsite issues. Proactively aiming to minimize disputes, TSG will keep unions informed on work performed and
contractors informed of their rights and obligations.

We make it clear to all unions that a simple phone call can lead to satisfactory action, eliminating the need for a formal grievance. As a firm-wide policy, TSG attempts to resolve all issues at the lowest possible level. Our proposed methodology has proven
to be successful on similar projects
tailored for this assignment.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Although unions generally
understand their
obligations not to strike
or picket, TSG ensures the
idea of zero project delays
is well communicated and
incorporated as a key
CWA provision.

For example, when a
non-signatory union set
up a picket line near a
Port of Long Beach (POLB)
Longshoremen Project,
TSG immediately
contacted on site unions
to remind them that their
members were obligated
to continue work
regardless of the picket.

As a result, they
understood their
obligations and work
continued uninterrupted.

Method of Approach
TSG is an unbiased advisor to both unions and contractors. If unions perceive us to be pro-contractor or vice versa, our ability to collaboratively solve problems is impeded. Instead, we act as a true independent source of information and support for both. Since our efforts to mediate and facilitate are always unbiased, the result is very few disputes going the full course of the grievance procedure.

TSG speaks with International Union representatives about jurisdictional assignments, prepares background data for CWA arbitrators, negotiates letters of understanding on interpretation of CWA provisions, and communicates CWA interpretations to contractors and unions at Joint Administrative Committee meetings, all with the intention of maintaining a collaborative CWA.

Training, Compliance, and Liaison
To be effective at creating career opportunities for local residents and disadvantaged workers, all stakeholders need to do their part. The Building Trades will be the source of referred labor through the CWA and the contractors are the gatekeepers to indenture new workers into apprenticeship programs.

To build and maintain effective relationships, the Building Trades Council, Business Agents, Dispatch Agents, Apprenticeship Coordinators, Trust Fund Administrators, contractors, and contractor organizations like the Associated General Contractors of California, will need to work together to bring career opportunities to the community.

Implementing a program that introduces contractors to the expectations of a CWA is a critical step in creating a symbiotic relationship between the contractors and the building trades. Without a firmly enforced, clearly communicated training policy prior to award, a prime contractor may show up ill-informed—unable to answer questions from union agents as pre-construction activities begin. To prevent this, TSG uses a proactive approach to inform contractors beginning with a community bootcamp with potential bidders after a CWA is introduced, so stakeholders are exposed to the benefits, requirements, and challenges of working under a CWA. TSG also uses Job-walks, pre-award meetings, post award meetings, and pre-job conferences to ensure contractors understand requirements and expectations.

We will complete a training schedule and policies and procedures manual for CWA administration and integrate it with labor compliance procedures before projects are advertised for bid. We will also complete a compliance manual for contractors to use as a guide, with necessary forms and instructions, and a short summary of key CWA provisions.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services TSG believes strongly in educating contractors up front and involving interested stakeholders. We will ensure that all builders in the field—regardless of their position in the program—have a full understanding of the City’s CWA and compliance program requirements, including:
• Tracking ongoing and upcoming projects and establishing access to project data. • Adopting and continuing systems, preparing templates of project forms, and distributing to contractors. • Setting up submittal schedules such as certified payroll reports and local hiring utilization reports. • Regular checks for project progress and expected completion dates in case of project schedule changes. • Providing the construction managers with monthly status reports and invoice payment recommendations, integrating PLA compliance into overall contractor compliance oversight. • Preparing monthly activity reports for City review, with logs of issues addressed.

Records Retention
TSG follows a strict protocol to ensure all required documents are uploaded securely, and any paper files are organized and locked when not in use. There are several document retention options in addition to paper files, including LCPTracker, Elations, and eMars. All three may be used to collect, verify, and manage certified payrolls and related labor compliance documents. TSG also utilizes Dropbox, which provides a secure folder for contractors to upload the required items. These are all proven options that keep data secure and confidential.

Quality Assurance
TSG maintains internal quality control procedures to ensure a high level of professional service in our advice and work products. Our quality control system consists of two key elements, as discussed below:

1. Periodic team meetings to review budget and schedule. Our team jointly tackles unresolved issues and note lessons learned on the project. Lessons learned are disseminated to the entire firm and our team members and clients benefit from this collaborative effort.

2. Peer-to-peer review at the Project Manager level. Performed for all written work products before they are published, peer reviews are an important part of our quality control.

Our Project Manager reviews all data entry and other work products from TSG staff including:
• Project tracking logs
• Workforce tracking entries
• Any flagged project issues
• Site interviews performed
• Expended vs. remaining project budgets
When projects involve specific funding windows with their own unique requirements, TSG tracks those goals and deadlines using a separate but parallel path that allows our Project Manager to quickly determine whether requirements are being met or need further communication with the contractor or vendor . A complete copy of TSG’s QA/QC Manual is available upon request.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services On-Site Presence
TSG understands the steps necessary to effectively establish lines of communication on and off-site. The administration of the City’s CWA requires certain tasks to be performed on-site. Apart from collaborative meetings with the City’s management and local organizations, TSG will be on-site to attend Union Assignment Meetings,
pre-construction meetings, and participate in labor management meetings as needed. Early construction meetings with contractors and union representatives will help us build the positive relationships that make a project successful. On a monthly basis, TSG will interview workers on-site to confirm wage and union registration compliance as a supplemental task to reviewing submitted certified payroll and union registration documentation. Visits to the site will confirm contractors have fulfilled their obligations to post signage related to prevailing wage and safety programs. TSG confirms activities with on-site personnel for the contractor and City to keep information current and lines of communication open.

Technology plays a big role in our communication on assignments. The introduction of virtual meetings over the past two years has given us an option other than face-to-face meetings. It has simplified coordinating meetings by removing barriers that existed for small contractors and firms with limited capacity to attend in-person meetings. Virtual meetings have also introduced a level of accountability and information management, as meetings can be recorded and reviewed when needed. TSG has successfully implemented a standard virtual meeting practice to run pre-job conferences, pre-construction meetings, and status meetings.

We are committed to be responsive to the City’s expectations and needs as best fulfilled through on-site presence as needed. We will respond to the City’s requests for service within 24-hours or less.

TSG’s Municipal
Clients
Anaheim
Alhambra
Buena Park
Carson
Corona
El Monte
Fresno
Garden Grove
Hesperia
Lawndale
Long Beach
Montebello
Monterey Park
Moreno Valley
Ontario
Palmdale
Pasadena
Perris
San Mateo
Santa Ana
Santa Barbara
Santa Paula
Victorville
Yuba City
ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services CWA Program Exploration
We include this exploration of our approach that illustrates the intricacies, steps, and challenges often associated with CWA programs. Below is a program-level implementation plan that details the necessary steps to accomplish the scope of work required under this assignment.

On the following pages, we have included two tables. The first outlines nec- essary elements in managing an effective CWA program and our approach to each one. The second is a schematic that summarizes the timeline, tasks, and milestone events that should occur during a project covered by a CWA from before project advertisement through project closeout.

ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Qualifications and Experience
of the Firm
Company Overview
TSG is a program/project management firm providing
professional CWA administration services for public agency programs. Our experts work directly with owners and contractors alike - solving problems by providing tailored solutions for each project. Since 1992, our clients have relied on us because of our flexibility, quality of service, and stakeholder support.

We specialize in the implementation and administration of CWAs, workforce development and small business utilization, labor compliance programs (LCPs), and community and contractor outreach. Our approach to labor management has been
developed through 30 years in service to municipalities like the City. We come prepared on day one with our research,
relationships, and lessons learned to layout the initial groundwork necessary to ensure the City’s program is successful.

Our firm is one of the early pioneers in helping owners with the management and enforcement of CWAs, LCPs, and related
programs. We have an effective, balanced, and practical approach to the administration and enforcement of CWAs and LCPs. Acting as a DIR-certified Third-Party Labor Compliance Program has given us the knowledge, skills, and internal protocols to implement labor management efficiently. Our team has
developed positive working relationships with DIR staff and the City will benefit in time and cost savings from our experience.

Support to the Communities We Serve
TSG has historically contributed to the communities we serve through formal charitable gifting programs such as the TSG Firm Information
TSG Enterprises, Inc. dba
The Solís Group
3452 E Foothill Blvd, Suite 200
Pasadena, California 91107
Phone: (626) 685-6989
Fax: (626) 685-6985
Est. 1992 California Corporation
Principal Contact:

Elizabeth Solis, CEO
Phone: (626) 685-6989
Email: [email protected]
Proposal Contact:

Gary A. Hamm, Executive Director,
Business Development
Phone: (626) 685-6989
Email: [email protected]
TSG is a certified SBE and DBE and has
been in business under the same name
for 30 years.

Our services include:
• CWA/PLA Administration
• Labor Compliance
• Jobs Coordination
• Contractor Outreach
industry-oriented events such as MAGIC Camp and company-employee activities. Our charitable giving has centered around identifying specific needs in specific communities, such as: school supplies and related resources for children from families facing food insecurity, sponsorship of all-girls training camps for introductions to careers in the trades, and providing transportation support for families with an incarcerated parent to maintain the child-parent relationship. In 2022, our employees produced quarterly events in support of local care for the unhoused by putting together and distributing care packages of food, clothing, and toiletries in Los Angeles.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Firm Experience
We are optimally suited to provide the full suite of
services to successfully implement the City’s CWA:

1. CWA Implementation

2. Labor Management

3. Workforce Development/Jobs Coordination
Our depth of experience in CWAs enables us to offer a
unique perspective on tackling core issues, minimizing
project disruptions, and ‘hitting the numbers.’ To the
right is a partial list of clients for which we perform identical services to what the City is requesting.

Each assignment has provided us with insight on how to
best operate under varying circumstances - the individual communities, the ever-changing construction workforce,
and the contractors active in different markets. Our
qualifications to support the City include key skill sets in:
• Managing, interpreting, and balancing
community-facing programs.
• Educating contractors and facilitating
communication.
• Monitoring contractor performance via a
highly visible onsite presence.
• Mediating contractor dispute/delinquencies
and managing their resolution.
• Reporting to the City, Project Manager, and Board.
• Managing staff member assignments to provide
cost-efficiencies to the City.

To be further responsive to the RFP , we have included more in-depth narratives surrounding our work with three select clients on the following pages. Supplementary client
information is available upon request.

Financial Capacity
TSG is financially secure and able to perform services upon contract award. Additional data is available upon request.

ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services TSG is providing CWA administration, workforce development, and labor compliance monitoring services for the City of Anaheim Public Works Capital Improvement Program. TSG
works closely with City staff on a portfolio of projects, coordinating the CWA’s innovative workforce development and employment programs in addition to handling all labor compliance matters from pre-construction through close-out.

As the designated coordinator, we are responsible for:
• Recording the hours spent administering the CWA.
• Submitting weekly activity reports to the City’s
CWA Administrator.
• Assisting in the preparation of status reports of the CWA directly given to the City Council.
• Implementing best practices related to the CWA.
• Maintaining files and databases of the CWA.

We assist with compliance education at Pre-Bid and
Pre-Construction meetings, assist with reviewing areas of concern in the administration of the CWA, and make
recommendations of enforcement actions.

Early in our assignment with the City, we worked with a contractor that was relatively new to public works and CWAs.

We worked closely with this contractor to ensure they were properly set up and in contact with the unions. We also assisted in answering a number of questions regarding DAS forms and requirements, preventing them from having any serious apprentice violations.

Since most of the City’s projects fall within the $1 million to $2 million range, we are particularly diligent to ensure they are as cost-conscious and time-efficient as possible.

To date, projects are meeting their workforce development goals and no grievances have been filed.

Periods of Performance:
2020 - Current
Total Project Cost:
$20 Million
Total TSG Fee:
$115,076
Services Provided:

CWA Administration, Labor
Compliance, Local Hire
Reference Information:

Brenda Medina
Contract Administrator
[email protected]
(714) 765-5157
City of Anaheim
City-Wide Community Workforce Agreement Administration, Anaheim, CA
ATTACHMENT 1
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Community Workforce Agreement Professional Administrative Services TSG is providing Project Labor Agreement (PLA)
administration and labor compliance as the City implements its first-time PLA. TSG works alongside City staff on a portfolio of projects to ensure contractors remain compliant with the PLA and handle all labor compliance matters from
pre-construction through close-out.

Since this is the first time the City has adopted a PLA, there was a heightened attentiveness when we began the assignment. The City expressed concern in wanting to confirm everything was being done correctly, on-time, and on-budget. As an experienced PLA Administrator with over 20 first-time PLA assignments under our belt, we were able to reassure the City that the program was being implemented smoothly.

One aspect of this PLA is requiring regular community outreach events that are sponsored by the City and the Building Trades.

We have successfully assisted in planning and attending two outreach events.

On two of the first projects, a contractor ended up declaring bankruptcy partway through construction. This caused an upheaval of issues to occur. We guided the City, Unions, and workers through the process of replacing the contractor and reestablishing compliance with the PLA. Because of our action, we were able to correct any outstanding underpayments and continue construction with little difficulty.

To date, we have worked on 11 projects for the City, Below, we have included a small sample of them.

Periods of Performance:
2020 - Current
Total Project Cost:
$102 Million
Total TSG Fee:
$127,823
Services Provided:

PLA Administration,
Labor Compliance
Reference Information:

Melissa Walker
Acting Public Works Director/
City Engineer
[email protected]
(951) 413-3116
City of Moreno Valley
Project Labor Agreement Administration, Moreno Valley, CA Project Name Project Cost TSG Fee
Pavement Rehab Local Streets $2,240,965 $10,030
Citywide Pavement Rehab $4,150,000 $26,316
Rehab for Various Streets $1,900,000 $17,100
SR-60 Moreno Beach IC Ph2 $21,000,000 $41,408
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Community Workforce Agreement Professional Administrative Services TSG has served as a primary contractor to LACDPW since 2010, monitoring a portfolio of 25 projects totaling approximately $600 million, and was awarded a new contract in 2018 to continue supporting the agency with labor compliance monitoring. TSG has monitored compliance with state and federal prevailing wage laws, Section 3, and developed and implemented LACDPW’s LCP .

TSG is responsible for administering labor compliance
enforcement services for state or locally funded projects.

Those responsibilities include collecting contractor
documentation such as:
• Certified payroll records and fringe benefit statements. • Auditing data against applicable program policies and on-site employee interview reports.
• Conducting apprentice state registration verification and utilization tracking.
• Providing solutions for contractor issues.

Our team collates audited prime and subcontractor data and supplies LACDPW with monthly status reports of contractor compliance with both the Davis-Bacon requirements and
California Labor Code. For all projects awarded prior to January 2012, TSG provided LCP services as a DIR-approved third-party LCP Administrator. For federally-funded projects, TSG is responsible for monitoring the contractor’s proper use of federal wage determination, as well as the contractors’ compliance with Davis-Bacon and related acts.

Some of the projects under TSG’s on-call contract include the SR-126 Interchange Improvement, Vermont Avenue,
Sepulveda Feeder, High Desert Multi-Ambulatory Care Center, Castaic Sports Pool Complex, and Florence Avenue
Streetscape Improvements Phase 2. TSG has direct Office of Statewide Health Planning and Development (OSHPD)
experience on two projects in this portfolio, the Martin Luther King Medical Campus and Olive View Medical Center .

Periods of Performance:
2010 - Current
Total Project Cost:
$600 Million
Total TSG Fee:
$3,000,000
Services Provided:

Labor Compliance
Reference Information:

Imad Abboud
Senior Civil Engineer
[email protected]
(626) 458-6987
Los Angeles County Department of Public Works (LACDPW)
On-Call Master Labor Compliance Contract, Los Angeles, CA ATTACHMENT 1
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Jeremy Turner
Vice President of Field Operations
“Because I’ve walked in everybody’s shoes at TSG, I understand what it takes to do the work. That not only enables me to manage budgets and schedules, it also allows me to better explain the job and any issues to contractors, unions, trades, and our all-important clients.” With a decade of industry-specific experience, Jeremy exceeds the City’s minimum requirement of five years.

He is proficient in all aspects of CWA administration and ready to provide program management oversight and guidance to City staff. His expertise lies in the development and implementation of public agency compliance programs including CWA administration, workforce development programs, LCPs, and DBE/SBE programs.

Jeremy embraces his role as the bridge between the agency and contractors. His unique skillset brings a new perspective to compliance program management that will benefit the City. His experience working as a member of the contractor’s project team, as well as working as an owner’s representative in a program management oversight role, has given him insight into how to manage a compliance program that will be successful and exceed program goals.

Jeremy provides expert knowledge in labor relations, dispute resolution, contract interpretation, and labor compliance. He is proactive and collaborative in his approach and able to anticipate and effectively address emerging challenges and opportunities on assignments. Jeremy’s proficiency in communicating with involved stakeholders and his cooperative approach to enforcement has proven successful in resolving disputes and maintaining compliance throughout his tenure.

Jeremy has an extensive and varied portfolio of clients, including municipality, transit, education, and water districts. He has direct experience working for municipalities, such as the cities of Anaheim, Buena Park, Garden Grove, and Moreno Valley. Additionally, through his experiences with agencies like the Los Angeles County Department of Public Works, Anaheim Elementary School District, and the Port of Long Beach, Jeremy has a structured approach to servicing on-call programs, which will prove beneficial to the City.

Email: [email protected]
Phone Number: (626) 685-6989
Years at TSG: 10+
Education
Bachelor of Arts, Sociology, San Diego State University Project Organization and Leadership, Cal Tech Center for Management Education Key Personnel
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Community Workforce Agreement Professional Administrative Services Project Experience
City of Anaheim
City-wide Community Workforce Agreement Administration, Anaheim, CA Jeremy works closely with City staff, the City’s CWA Administrator, and contractors to support the City’s CWA objectives on covered Project Work under the Capital Improvement Program. Regarding compliance monitoring, Jeremy assists with compliance education at Pre-Bid and Pre-Construction meetings, assists with reviewing any areas of concern in the administration of the CWA, and makes recommendations of enforcement actions.

Jeremy is responsible for submitting weekly activity reports to the City’s CWA Administrator, assisting in the preparation of CWA status reports presented to the City Council, implementing best practices related to the CWA, and maintaining compliance files and worker databases under the CWA.

Port of Long Beach
Middle Harbor Redevelopment Program, Port-wide PLA, Long Beach, CA TSG is the administrator for projects under the Port-Wide PLA, providing PLA administration, jobs coordination and labor compliance services. TSG previously served as the Port’s PLA administrator for the Middle Harbor Redevelopment Program Phase 1, a $1.3 billion modernization program, their first program constructed under a PLA. Jeremy initially served as an analyst providing technical expertise to staff in the performance of all compliance monitoring and enforcement responsibilities for nine concurrent projects. Jeremy assisted with the development of the policies and procedures manual, contract interpretations, grievance processing and dispute resolutions, and training of Port staff on PLA administration. As PLA Administrator of the Port-wide PLA, his team performs all PLA and labor compliance functions in addition to targeted/disadvantaged worker outreach, and veterans’ outreach through the Helmets to Hardhats program and the Veterans Initiative.

Anaheim
Elementary School District
Measure G General Obligation Bond Construction and Modernization Program, Anaheim, CA Jeremy is the Project Labor Administrator/Coordinator responsible for Community Benefits Agreement (CBA) administration, labor compliance, workforce development program management, and skilled and trained workforce compliance for the District’s $77 million bond program. Jeremy works closely with the District, contractors, and local unions to ensure all projects comply with applicable labor regulations and CBA requirements.

Cerritos Community College District
Facilities Bond Construction & Modernization Program, Cerritos, CA Jeremy is the PLA Administrator and Labor Compliance Program Manager for Cerritos Community College District. His responsibilities include addressing collective bargaining agreements, administering stabilization agreements with Los Angeles/Orange County Building and Construction Trade Council, scheduling and facilitating meetings, facilitating grievance/dispute resolution, and sustaining compliance under the workforce development program.

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Community Workforce Agreement Professional Administrative Services Issac Hernandez
Senior Analyst
As a Senior Analyst, Issac supports contractors through his deep knowledge of the programmatic requirements of each assignment.

He is effective at explaining the intent of the CWA and its requirements to provide contractors with the insight and resources they need to fulfill their contractual obligations. He has direct experience participating in contract compliance investigations including prevailing wage, targeted worker, and disadvantaged worker programs. He audits and tracks contractor document submittals, as well as manages our site interviewer staff in the completion of field worker interviews.

Issac is an expert on tackling retroactive projects and the unique challenges they present. He maintains constant communication with contractors to keep close control of the close-out process on these assignments. His extensive experience with retroactively performing labor compliance on projects at the Inland Empire Utilities Agency has made him efficient in completing retro work in a timely manner and on budget.

Education
Bachelor of English,
University of California,
Los Angeles

PROJECT EXPERIENCE
Coast Community College District
Measure M Facilities Bond Construction & Modernization Program, Costa Mesa, CA Responsible for performing daily tasks associated with PLA, local hire, and LCP administration. TSG is the PLA and LCP Administrator for this $698 million construction bond program. Issac’s activities include reviewing contractor submittals including CPRs, Statements of Compliance, Fringe Benefit Statements, and employer training fund contributions; conducting CPR audits; preparing required audit reports; and coordinating with adjudicating and enforcement agencies on behalf of the District.

Chula Vista Elementary School District
Prop E Bond Modernization Program, Chula Vista, CA
Responsible for performing daily tasks associated with PLA, local hire, and LCP administration. TSG has served as the PLA and Labor Compliance Program Administrator for this $26 million construction bond program, including assisting the District in meeting all bond funding requirements.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Anaheim Union High School District
Measure H General Obligation Bond Construction and Major Rehab Program, Anaheim, CA Performs daily tasks associated with PLA, local hire, and LCP administration. TSG serves as the PLA and Labor Compliance Program Administrator for this construction bond program, including assisting the District in meeting all bond funding requirements. As the District’s first PLA Administrator, one of our main priorities is ensuring local residents are utilized on District projects. TSG staff also provide contractor education, monitoring, and monthly reporting on the compliance status of all ongoing District projects.

Los Angeles County Metropolitan Transportation Authority Purple Line Extension Phase II, Los Angeles, CA
TSG is currently providing labor compliance monitoring services for LA Metro’s Purple Line Extension Phase II project. This $1.37 billion project will run from the future Wilshire/La Cienega Station to Century City. As a direct consultant to LA Metro, we perform all services required to monitor contractor compliance with the California Labor Code, Code of Federal Regulations, and Metro’s own Labor Compliance Program.

Orange County Sanitation District (OCSD)
Newhope-Placentia Trunk Sewer Replacement, Phases A & B, Orange County, CA TSG provides LCP services including assisting OCSD in developing and implementing its LCP in accordance with California Labor Code Section 1771.5, Federal Davis-Bacon, and related acts. This program includes retroactive and ongoing document monitoring and review, audits, investigations, site visits and worker interviews, and monthly reporting. In addition, TSG has or is also preparing and obtaining DIR approval of the LCP Policies and Procedures Manual; providing ongoing contractor education; conducting full labor compliance monitoring and enforcement; and managing and preparing monthly and close-out reporting. This program involves both CWSRF and Prop-84 funding and TSG is assisting OCSD in meeting all funding requirements.

Inland Empire Utility Agency (IEUA)
Program-Wide Labor Compliance Services, Inland Empire, CA TSG is providing monitoring and enforcement of all applicable labor code requirements, including educating contractors and coordinating any formal actions taken by government agencies or the IEUA. To date, IEUA’s program includes retrofit and new construction for 25 task orders over the past five years. On an IEUA retro project, we had to complete our work within two weeks after construction was finished, as the project had federal funding and IEUA needed evidence that the project met the requirements. Issac was able to successfully accomplish this task through persistent communication and leveraging his existing positive relationships with contractors.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Cost Proposal
Not applicable to TSG.

Disclosure
TSG has no past or current business or personal relationships with any current Costa Mesa elected official, appointed official, City employee, or family member of the aforementioned positions.

Sample Professional Service Agreement
TSG has no exceptions to the RFP and Sample Professional Service Agreement.

Checklist of Forms to Accompany Proposal
As required by the RFP , the below forms are included following this page:

1. Vendor Application Form

2. Company Profile & References

3. Ex Parte Communications Certificate

4. Disclosure of Government Positions

5. Disqualifications Questionnaire

6. Bidder/Applicant/Contractor Campaign Contribution

7. Addendum No. 1
ATTACHMENT 1
63 ATTACHMENT 1
64 February 8, 2023
Elvira Elizabeth Diez Solis, CEO
TSG Enterprises, Inc. dba The Solis Group
3452 E Foothill Blvd, Ste 200
Pasadena, CA 91107
ATTACHMENT 1
65 EXHIBIT C

FEE SCHEDULE

ATTACHMENT 1
66 PROPOSAL
City of Costa Mesa
No. 23-14
February 8, 2023
Vol II: Cost Proposal

COMMUNITY WORKFORCE

AGREEMENT PROFESSIONAL

ADMINISTRATIVE SERVICES
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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Cost Proposal
TSG’s rates cover all direct labor, overhead, fringe benefits and profit, and expenses such as travel (mileage, parking, etc.) and communication (postage, reports, telephone, etc.). Our standard billing rates are presented in the table below.

TSG Standard Rate Schedule
2023 2024 2025 2026 2027
Principal NC NC NC NC NC
VP/Ops $220 $220 $225 $225 $230
Sr. Project
Manager $185 $185 $190 $190 $195
Project
Manager 2 $174 $174 $179 $179 $184
Project
Manager 1 $149 $149 $154 $154 $159
Senior Analyst $122 $122 $126 $126 $130
Analyst $111 $111 $115 $115 $118
Site
Interviewer $103 $103 $106 $106 $110
Standard Pricing Methodology
We develop project-specific cost estimates by service (i.e., Labor Compliance Administration, PLA Administrator Services, etc.) based on the following factors:
• Construction Value
• Planned Construction Duration
• Number of Prime contracts to be monitored
• Estimated number of subcontracts to be monitored
Utilizing actual staff hours required to perform on similar past work, we develop estimates of the total average monthly staff hours necessary to provide monitoring for projects of similar size, duration, and construction team composition. We issue monthly invoices for a lump-sum amount calculated as the total fixed-fee for the project, divided by the sum of the planned construction duration plus two months for closeout activities. If actual construction activities continue beyond the planned end of construction, we will continue providing all services for the monthly lump-sum fee.

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City of Costa Mesa No. 23-14
Community Workforce Agreement Professional Administrative Services Sample Project Pricing
The list of anticipated CWA-covered projects presented in the RFP is typical of portfolios for which we have provided CWA administration services for other local municipalities. In response to the City’s requested sample project pricing, below we summarize a recent real-world price proposal for a municipal project. This project involved the remodel of an existing fire station, had a construction value of $3 million, a construction duration of 12 months, and it was anticipated that approximately 30 subcontractors would be active on the project.

Our proposed services on the project included CWA administration, labor compliance, and jobs coordination; it also included a skilled and trained workforce compliance and reporting requirement that may or may not apply to individual City of Costa Mesa projects. The table below reflects our proposed pricing.

Services to be Provided:

CWA Administration, Labor Compliance, Jobs Coordination Project
Description
Construction
Value
Duration
(including two months of
closeout activities)
Lump Sum
Monthly Invoice
Life of Project
Cost Estimate
Fire Station
Workforce Privacy
Project
$ 3,000,000 14 $ 2,822 $ 39,508
ATTACHMENT 1
69 EXHIBIT D

CITY COUNCIL POLICY 100-5

ATTACHMENT 1
70 CITY OF COSTA MESA, CALIFORNIA

COUNCIL POLICY

BACKGROUND

Under the Federal Drug-Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub-grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace.

PURPOSE

It is the purpose of this Policy to:

1. Clearly state the City of Costa Mesa’s commitment to a drug-free society.

2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace.

POLICY

The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds.

1. Contractor or Sub-grantee hereby certifies that it will provide a drug-free workplace by:

A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor’s and/or sub-grantee’s workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition;

B. Establishing a Drug-Free Awareness Program to inform employees about:

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

1 of 3

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71 SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

2 of 3

1. The dangers of drug abuse in the workplace;

2. Contractor’s and/or sub-grantee’s policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation and employee assistance programs; and

4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

C. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A;

D. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will:

1. Abide by the terms of the statement; and

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

E. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction;

F. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted:

1. Taking appropriate personnel action against such an employee, up to and including termination; or

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency;

ATTACHMENT 1
72 SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

3 of 3

G. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive.

2. Contractor and/or sub-grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that:

a. Contractor and/or sub- grantee has made a false certification under paragraph 1 above;

b. Contractor and/or sub-grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above;

c. Such number of employees of Contractor and/or sub-grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace.

3. Should any contractor and/or sub-grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debar ment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub-grantee, the contractor and/or sub-grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub-grantee, the contractor and/or sub-grantee shall be eligible for compensation as provided by law.

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