(Revised 09 13 18)
Item 1J - Page 30
7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
NA
.
[name of owner/investor] [percentage of beneficial interest in ,,mtity
and name of entity]
B.
.
[name of owner/investor] [percentage of beneficial interest in •:?ntity
and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
D.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE OREGOING IS TRUE AND CORRECT .
(Revised 09 13 18)
Date
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
APPROVAL OF LICENSE AGREEMENT NO. A9239 WITH READY CREDIT
CORPORATION FOR THE OPERATION OF AN AUTOMATED PREPAID DEBIT
CARD DISPENSING MACHINE AT THE PALM SPRINGS INTERNATIONAL
AIRPORT
RECOMMENDATION:
Approve a License Agreement (A9239) with Ready Credit Corporation for the operation of an automated prepaid debit card dispensing machine at the Palm Springs International Airport for a three-year term beginning October 1, 2022, through September 30, 2025, with two one-year extension options.
1. Authorize the Interim City Manager to execute all necessary documents. 2.
Attachments
Item 1K
CITY COUNCIL STAFF REPORT
DATE: OCTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: APPROVAL OF LICENSE AGREEMENT NO. A9239 WITH READY
CREDIT CORPORATION FOR THE OPERATION OF AN AUTOMAT ED
PREPAID DEBIT CARD DISPENSING MACHINE AT THE PALM
SPRINGS INTERNATIONAL AIRPORT
FROM: Teresa Gallavan, Interim City Manager
BY: Department of Aviation
SUMMARY:
This action would approve a License Agreement (A9239) with Ready Credit Corporation for the operation of an automat ed prepaid debit card dispensing machine at the Palm Springs International Airport (Airport).
RECOMMENDATION:
1) Approve a L icense Agreement (A9239) (Attachment A ) with Ready Credit Corporation for the operation of an automat ed prepaid debit card dispensing machine at the Palm Springs International Airport for a three-year term beginning October 1, 2022 through September 30, 2025, with two one- year extension options.
2) Authorize the Interim City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
The Public Integrity Disclosure Form for Ready Credit Corporation is included as Attachment B.
BACKGROUND:
The Airport first entered into a License Agreement (A7040) with Ready Credit Corporation in 2017 for the purpose of providing the traveling public with prepaid debit cards to settle airline fees upon check ing in, as airlines were no longer accepting cash for these transactions.
Item 1K - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Ready Credit Corporation – License Agreement A9239
Ready Credit Corporation has been providing cashless services for 17 years and is currently present in over 120 airports in the United States, Canada, and Mexico.
STAFF ANALYSIS:
The original License Agreement between the City and Ready Credit Corporation (A7040) was executed in 2017 and expired on September 30, 2022. Airport Staff proposes to enter into a new three-year agreement effective October 1, 2022, through September 30, 2025, with two one-year extension options.
Ready Credit Corporation fees to the customers amount to $6.00 per transaction and the Airport receives 10% of this fee. While Airport revenues from this licensee only amounted to $469 in 2019, $271 in 2020, and $358 in 2021, Staff recommends the Airport continue to offer this service to the traveling public until the need subsides.
Ready Credit Corporation service is unique, and by selecting this product Staff is abiding by Section 7.05.030 of the City of Palm Springs Municipal Code as it relates to special expertise procurement. The features are detailed under Attachment C and include:
• I nstant and anonymous cash conversion to a card
• A bility for the airlines to collect 100% payment, 100% of the time by offering cards that support high dollar value loads
• C ard international acceptance
• S ervice support 24 hours a day, year-round
• C omprehensive monitoring systems and recovery tools
The terms of the License Agreement allow for a cancellation by either party with a 30-day advance notice.
FISCAL IMPACT:
This License Agreement provides revenues to the A irport which are expected to remain at the 2021 level. Revenues will be monitored by both Parties to evaluate future needs for this service.
REVIEWED BY:
Department Director: Harry Barrett, Jr.
Procurement & Contracting Manager: Kim Baker
City Attorney: Geremy Holm
Interim City Manager: Teresa Gallavan
Item 1K - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Ready Credit Corporation – License Agreement A9239
ATTACHMENTS:
A. License Agreement A9239
B. Public Integrity Disclosure Form
C. Letter of Expertise
Item 1K - Page 3
ATTACHMENT A
LICENSE AGREEMENT A9239
Item 1K - Page 4
LICENSE AGREEMENT A9239 BY AND BETWEEN THE CITY OF PALM SPRINGS
AND READY CREDIT CORPORATION FOR AUTOMATED PREPAID DEBIT CARDS
MACHINES AT THE PALM SPRINGS INTERNATIONAL AIRPORT
T HIS LICENSE AGREEMENT ("License ") is made and entered into, to be effective the 1st day of October, 2022 , by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and READY CREDIT CORPORATION, incorporated in the State of Nevada ("Licensee"). City and Licensee may hereinafter be referred to individually as a "Party" and collectively as "Parties."
RECITALS
A. City is the fee owner of that real property known as the Palm Springs International Airport, located at 3400 East Tahquitz Canyon Way in the City of Palm Springs, California ("Property").
B. The Property consists of an international airport terminal and adjacent buildings.
C. City believes that the airlines, travelers and visitors using the City’s airport terminal and related facilities would benefit from the convenience and accessibility of automated prepaid Debit Card Machines (DCMs) located within the Property.
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows:
AGREEMENT
1.0 SERVICES OF LICENSEE
1.1 Grant of Access . City hereby grants to Licensee, its employees and agents, a non-exclusive license and permission to enter upon and use a portion of the Property ("License Area") for the limited purposes of operating automated prepaid Debit Card Machines (DCMs). A site plan for the Property depicting the License Areas, as well as the approximate location for the DCMs, is attached to this License as Exhibit "B". The License granted herein shall be valid for the term set forth below only. Licensee expressly acknowledges that this License is non-exclusive.
Licensee further acknowledges that the City operates a commercial and public airport on the Property, such that City’s employees, agents, tenants, and the general public, including the traveling public and users of commercial airline services may also access the License Areas. For the purpose of this License, the term “Licensee” includes the heirs, representatives, successors in interest, and assigns of Licensee.
1.2 General Scope of Use. Pursuant to this License and for the term provided in this License, Licensee may use the License Areas to install, maintain, and operate DCM kiosks, as provided in the Scope of License attached as Exhibit “A”. The final design of the DCM kiosks, the precise location of the DCM kiosks, and manner in which the DCM kiosks will be installed and maintained are subject to the review and approval by the City’s Director of Aviation prior to installation of the DCM kiosks. Licensee may not use the DCMs to advertise for other businesses or events; however, Licensee may have one sign on the DCM s identifying Licensee as the operator of the DCMs. The DCMs shall not incorporate features to attract members of the public Item 1K - Page 5
for purposes other than the use of the DCMs.
1.3 Preparation Of License Areas.
1.3.1 Familiarity with Requirements. Licensee warrants that Licensee: (a) has thoroughly investigated and considered the Scope of License and all work and requirements specified in the Scope of License and otherwise expected of the Licensee; (b) has carefully considered how the Scope of License and the work and requirements should be performed and provided; and (c) fully understands the facilities, difficulties, and restrictions (including but not limited to all requirements of the federal government) attending performance of the Scope of License and the work and requirements under this License. Licensee has fully investigated the License Areas and is fully acquainted with the conditions existing in the License Areas. Should the Licensee discover any latent or unknown conditions which will materially affect the performance of the Scope of License, Licensee shall immediately inform the City’s Director of Aviation of such fact and shall not proceed except at Licensee’s risk until written instructions are received from the City’s Director of Aviation.
1.3.2 Installation. All costs of installation shall be borne by the Licensee and Licensee shall reimburse the City for any costs the City incurs in preparing the License Areas for use by the Licensee, excluding any arrangement or work performed to provide electrical power including communications, or wireless connectivity service to the License Areas accessible to the DCM kiosk location. The DCM kiosk shall not be installed or placed into operation until the City has been fully reimbursed its costs as provided in this Subsection.
1.4 Regulations. Licensee shall ensure that the use of the License Areas by Licensee and its agents, officers, and employees (collectively "Licensee's Parties") during the Term comply with all federal, state, and local laws and ordinances.
1.5 Licenses, Permits, Fees, and Assessments. Licensee shall obtain, at its sole cost and expense, such licenses, permits, and approval s as may be required by law for the performance of the services required by this License. Licensee shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Licensee's performance of the services required by this License, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.
1.5.1 Sales and Use Tax. Licensee shall be solely responsible for the payment of all sales and use taxes relating to any taxable transactions in connection with the DCMs.
1.5.2 Real Property Taxes. The parties expressly acknowledge that this License Agreement is not a lease of space and real property and the Licensee has no obligation to pay any or all real property taxes that may be assessed on the property by virtue of the Licensee entering upon and use of a portion of the property. Notwithstanding, Licensee’s operation of a DCM may become subject to taxes and , in addition to the License Fee, Licensee shall pay any and all annual personal property taxes assessed against the value of the DCM s in operation.
Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days after Licensee's receipt of a copy of the tax bill from City, whichever is later.
Item 1K - Page 6
1.6 Security.
1.6.1 General. The parties acknowledge that the security of the publi c, the License Areas, and the DCMs is a priority. For this reason, Licensee shall implement safeguards to minimize security breaches.
1.6.2 Armored Courier. At all times during the term of this License, Licensee shall maintain an agreement with an armored and bonded courier to provide service to the DCMs for cash withdraw als, balancing, supply replenishment, and similar matters. Licensee shall be responsible for securing such security clearances as the federal government may require for such courier to have access to the License Areas.
1.6.3 Additional Security. Licensee shall be solely responsible for the cost of any additional security deemed necessary in connection with the DCMs.
1.7 Maintenance. Licensee shall maintain the DCMs in a clean and attractive condition. All utilities provided to the locations where the DCM s are operational including electricity, overhead lighting, heating/ cooling and common space maintenance are provided by the City. Should the Licensee require utilities services that are not available at the location of the DCMs, the Licensee shall have the option to procure and pay for the same with the approval of the City. When utility maintenance is required, Licensee shall so notify the City’s Director of Aviation and City shall, in conjunction with any applicable utility company, make the necessary repairs. Any costs incurred by City in connection with such repair of utilities for the DCMs, unless proven to have been caused by the Licensee’s operation of the DCM s, shall be paid for by the City. As further discussed in Subsection 5.2, Licensee shall have the sole obligation to maintain the License Areas and adjacent property free from waste, such as DCMs receipts, which may be generated in connection with the use of the DCMs.
1.8 Free from Liens. Licensee shall keep the Property and the License Areas free from any liens arising out of any work performed, material furnished, or obligation incurred by Licensee or alleged to have been incurred by Licensee.
2.0 COMPENSATION
2.1 License Fee. In exchange for the non-exclusive use of the License Areas pursuant to this License, Licensee shall pay the City, within the times and manner set forth herein, a fee of sixty cents ($0.60) for each transaction from a DCM (less any refunds or waived fees) occurring at the DCMs installed on the Licensed Areas. This license fee shall be paid from a portion of, not in addition to, any transaction convenience fee received by Licensee. Transaction herein is defined as Licensee’s collection of a convenience fee for the issuance of a prepaid card from a DCM.
2.2 Method of Payment . Licensee shall be solely responsible for collecting all compensation from DCMs’ customers. By no later than the twentieth (20th) day of each month of the Term, including the twenty -fifth (25 th) of the month following termination of this License, Licensee shall pay to City all fees due City under Subsection 2.1 for the immediately preceding month, which payment shall be accompanied by an itemized statement showing the number of customer Transactions completed from the DCMs.
2.3 Payment Reports. By no later than April 30th of each year of the Term of this License, and including April 30th on the year following the termination of this License, Licensee Item 1K - Page 7
shall provide audited financial statements, certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the DCM s under this License for the previous agreement year. Should the audited statements show any underpayment by Licensee to City, Licensee shall pay such difference to City within ten (10) days of City's demand plus three percent (3%) of such underpayment. Should the audited statements show any overpayment by Licensee to City, City shall reimburse Licensee for the actual amount of such overpayment as a credit to the following month's revenues due to City, provided such overpayment is confirmed by the City's Department of Finance. If an overpayment is discovered after termination of this License, City shall reimburse Licensee the amount of the overpayment within thirty (30) business days of City's receipt of the audited statements.
2.4 Maximum Transaction Fee. Licensee may charge a transaction fee not to exceed Six Dollars ($6.00) to dispense debit cards at the DCMs. The transaction fee shall not assess against or be charged to the City.
3.0 TERM
Unless earlier terminated in accordance with Subsections 8.5 or 8.6 of this License, this License shall entitle Licensee to non-exclusive use of the License Areas for the limited purposes described herein from October 1, 2022 , through September 30, 2025 (“Term”). At the sole discretion of the City, this agreement may be extended for two (2) additional one-year option periods. At the conclusion of this Term, unless this License has been extended by the parties pursuant to a written agreement, Licensee must remove the DCMs and surrender the License Areas pursuant to Subsection 5.1.
4.0 COORDINATION OF WORK
4.1 Representative of Licensee. The following principal of Licensee is hereby designated as being the principal and representative of Licensee authorized to act on its behalf with respect to the work specified herein and make all decisions in connection therewith: Brian Hedberg, President and CEO . It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for City to enter into this License. Therefore, the foregoing principal shall be responsible, during the term of t his License, for directing all activities of Licensee with respect to the DCMs. For purposes of this License, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Licensee without the express written approval of City.
4.2 City’s Director of Aviation . The City’s Director of Aviation, or the Director’s designee, shall be responsible for the management of this License on behalf of the City. It shall be the Licensee's responsibility to ensure that the City’s Director of Aviation is kept informed of all matters relating to the DCMs and the Licensee shall refer any decisions which must be made by City to the City’s Director of Aviation. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City’s Director of Aviation. The City’s Director of Aviation shall have authority on behalf of the City to sign all documents required hereunder to carry out the terms of this License.
4.3 License is Assignable. T his License shall become effective immediately and is personal to the Licensee and may only be assigned with the express written consent of the City.
Any attempt to otherwise assign this license without the City’s express written consent shall be void and unenforceable and shall operate to immediately terminate this License Agreement.
Item 1K - Page 8
4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Licensee, its agents or employees, perform the services required herein, except as otherwise set forth in this License. City shall have no voice in the selection, discharge, supervision, or control of Licensee's employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service. Licensee shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Licensee in its business or otherwise or a joint venture or a member of any joint enterprise with Licensee.
5.0 PROPERTY RELATED ISSUES
5.1 Waste, Damage, or Destruction, Surrender of Property. The Licensee shall not allow any waste, damage, or destruction to occur in or to the Property or the License Areas. When this License terminates, upon such termination, Licensee, as its sole cost and expense, shall repair any waste, damage, or destruction and shall restore the License Areas to that condition existing prior to Licensee's use of the License Areas. Should Licensee fail to vacate the License Areas in a clean and undamaged condition, City may arrange for the cleaning and/or repair of the License Areas, the cost of which will be immediately reimbursed by Licensee.
5.2 Modification of License Area. Any future modification of the License Areas which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of written approval by the City.
6.0 INSURANCE AND INDEMNIFICATION
6.1 Insurance. Prior to its ability to access the License Areas, Licensee will provide City with proof of insurance, at Licensee's sole cost and expense, to remain in full force and effect during the entire term of this License. The following policies of insurance shall be maintained:
6.2 Insurance Provided by Licensee. Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits:
a. General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property damage/$2,000,000 aggregate.
b. Automobile $1,000,000 each accident; $1,000,000 uninsured motorist. c. Workers Compensation, $1,000,000 each accident; $1,000,000 each employee for disease.
d. Excess Liability/Umbrella Form $2,000,000.
6.3 An Additional Insured Endorsement is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insured on the policy.
6.4 The policies shall provide for a thirty (30) day notice to the City prior to termination, cancellation, or change.
Item 1K - Page 9
6.5 The general liability and excess liability/umbrella policies must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or self -insurance, primary or excess, maintained by or available to the City or its officials, employees, and agents.
6.6 The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents.
6.7 If, in the City's opinion, the minimum limits of the insurance herein required have become inadequate during the period of this Agreement, the Concessionaire shall increase such minimum limits by reasonable amounts on request of the City provided that said cover age is available at standard commercial rates.
6.8 General Provisions Applicable to Licensee ’s Insurance. All of the policies of insurance required to be procured by Licensee pursuant to this Section 6.2 shall be primary insurance and shall name the Lessor, its officers, employees and agents as additional insureds.
The insurers shall waive all rights of contribution they may have against the Lessor, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the Lessor. Prior to the Commencement Date or such earlier date as Licensee ant takes possession of the Premises for any purpose; and at least thirty (30) days prior to the expiration of any insurance policy, Licensee shall provide Lessor with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to Lessor, licensed to do business in the state where the Premises are located and rated A: VII or better by Bests Insurance Guide. In the event the Risk Manager of Lessor ("Risk Manager") determines that (i) the Licensee's activities in the Premises creates an increased or decreased risk of loss to the Lessor, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Licensee agrees that the minimum limits of any insurance policy required to be obtained by Licensee may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Licensee shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Lessor within ten (10) days of receipt of notice from the Risk Manager. Lessor and Licensee hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Licensees trade fixtures, equipment personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Lessor or Licensee against such loss, waives any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby.
6.9 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, property insurance, and fidelity insurance, as may be required by the nature of operations.
6.10 Indemnification by Licensee. Licensee shall indemnify, defend (with counsel designated by City), protect and hold harmless City, City's Parties and the Releasing Parties from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising Item 1K - Page 10
at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by Licensee to be performed under the terms of this License, (ii) Licensee's use of the License Areas, or (iii) the conduct of Licensee's business or any activity, work or things done, permitted or suffered by Licensee in or about the Property, except to the extent caused by City's negligence or willful misconduct. The obligations of Licensee under this Article 6 shall survive the expiration or earlier termination of this License.
Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to the License Areas, including, without limitation, injury to persons in, upon or about the License Areas during Licensee's use of the License Areas, arising from any use of the DCMs or other activities of Licensee or Licensee's Parties on the License Areas. Licensee hereby waives all claims with respect thereof against City. City shall not be liable for any damage to the License Areas, DCMs, or injury to or death of any of Licensee's Parties or injury to or death of any other person in or about the License Areas from any cause except to the extent caused by the negligence or willful misconduct of the City or the City's Parties.
6.11 Assumption of All Risks and Liabilities . Licensee assumes all risks and liabilities arising out of any and all use of the License Areas by Licensee or Licensee's Parties.
7.0 REPORTS AND RECORDS
7.1 Reports. Licensee shall prepare and submit to the City’s Director of Aviation such reports concerning the use of the DCM s on a monthly basis or as the City’s Director of Aviation shall require.
7.2 Records. Licensee shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this License and enable the City’s Director of Aviation to evaluate the performance of such services. Records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.
7.3 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Licensee in the performance of services under this License shall not be released publicly without the prior written approval of the City’s Director of Aviation.
8.0 ENFORCEMENT OF LICENSE
8.1 Governing Law. This License shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.
8.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered.
8.3 Waiver. The waiver of any breach of any provision hereunder by City or Licensee shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof.
Item 1K - Page 11
8.4 Severability. If any paragraph, section, sentence, clause or phrase contained in this License shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in the License shall not be affected thereby.
8.5 Termination Prior to Expiration of Term. This Section shall govern any termination of this License. The City reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to Licensee, except that where termination is due to the fault of the Licensee, the period of notice may be such shorter time as may be determined by the City’s Director of Aviation. The parties further agree that if Licensee: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed against Licensee and not discharged within thirty (30) days, (iv) if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is approached for Licensee or its business during the Term of this License, City may terminate this License upon twenty -four (24) hours' written notice to Licensee. In addition, Licensee reserves the right to terminate this License at any time, with or without cause, upon thirty (30) days' written notice to City. Upon receipt of any notice of termination during the Term, Licensee shall immediately cease the operation of the DCMs, and shall clean, repair and vacate the License Areas.
8.6 Termination for Default. If termination is due to the failure of Licensee to fulfill its obligations under this License, including but not limited to the provisions of Section 10 of this License, City may give Licensee a thirty (30) days' written notice of termination and the reasons therefor to Licensee. Licensee may be found to be in default for Licensee's failure to comply with any term or condition of this License, to acquire and maintain all required insurance policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing under this License. The City may, upon termination of this License, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this License.
8.7 Attorney's Fees. If either party to this License is required to initiate or defend or is made a party to any action or proceeding in any way connected with this License, the prevailing party in such action or proceeding in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs.
9.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees . No officer or employee of t he City shall be personally liable to the Licensee, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Licensee or to its successor, or for breach of any obligation of the terms of this License.
9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this License nor shall any such officer or employee participate in any decision relating to the License which affects his financial interest or the financial interest of any corporation, partnership or association in which he/she is, directly or indirectly, interested.
Licensee warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this License.
9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Licensee shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national Item 1K - Page 12
origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disabi lity, or medical condition (each a “prohibited basis”). Licensee shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, Licensee shall certify that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Licensee activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Licensee is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting.
a. Licensee further represents and warrants to City that Licensee shall comply with all applicable provisions of the Federal Nondiscrimination requirements set forth in Exhibit “C”, attached hereto and incorporated herein by this reference.
9.4 Americans With Disabilities Act . In its operation and maintenance of the DCMs, Licensee shall comply with the Americans with Disabilities Act with regard to each and all federal regulations applicable under the Act.
10.0 FAA REQUIRED PROVISIONS
10.1 Airport Concession Disadvantaged Business Enterprise (ACDBE) . This license agreement is subject to the requirements of the U.S. Department of Transportation’s regulations, 49 CFR Part 23. The Licensee agrees to make a Good Faith effort. The Licensee agrees that it will not discriminate against any business owner because of the owner’s race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23.
The Licensee agrees to include the above statements in any subsequent agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements.
10.2 In the event of a breach of the covenants specified in Subsection 10.1 and 10.2 of this License, City shall have the right to terminate the License and to reenter and repossess the License Areas and the facilities thereon and hold the same as if said License had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, and Part 23 are followed and completed, including the expiration of any appeal rights.
10.3 License shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Licensee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non- compliance with this provision shall constitute a material breach of this License and in the event of such non- compliance, City shall have the right to terminate this License.
Item 1K - Page 13
10.4 Licensee agrees that it shall insert the above three provisions in any agreement or contract by which Licensee grants a right or privilege to any person, partnership, or corporation to render services to the public on the Lease Areas pursuant to this License. Nothing in this provision shall be construed as waiving any obligations or requirements of the Licensee pursuant to Subsection 4.3 of this License or abrogate the rights of the City pursuant to such subsection.
10.5 The License shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation, or maintenance of the Property.
10.6 This License, and all provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Property or the exclusive or non-exclusive use of the Property by the United States during a time of war or national emergency.
11.0 MISCELLANEOUS PROVISIONS
11.1 Headings. The headings of this License are for purposes of reference only and shall not limit or define the meaning of the provisions of this License.
11.2 Counterparts. This License may be signed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one instrument.
11.3 Labor Disputes. Licensee shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this License.
11.4 California Law. This License shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this License shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Licensee covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
11.5 Disputes. In the event of any dispute arising under this License, the injured party shall notify the injuring party in writing of its contentions by submi tting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance wit h the provisions of this Section shall be a condition precedent to termination of this License for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Licensee's right to terminate this License without cause pursuant to Subsection 8.5.
11.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this License, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
Item 1K - Page 14
11.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this License, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this License.
11.8 Reservation of City Rights. City reserves the right, but shall not be obligated to Licensee, to maintain and keep in good repair the Property or the Lease Areas. The City further reserves the right to direct and control all activities of Licensee consistent with the provisions of this License.
11.9 Interpretation. The terms of this License shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this License or any other rule of construction which might otherwise apply.
11.10 Integration; Amendment . It is understood that there are no oral agreements between the parties hereto affecting this License and this License supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this License. This License may be amended at any time by the mutual consent of the parties by an instrument in writing.
11.11 Corporate Authority. The persons executing this License on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this License on behalf of said party, (iii) by so executing this License, such party is formally bound to the provisions of this License, and (iv) the entering into this License does not violate any provision of any other License to which said party is bound.
11.12 Notice. Any notice required or permitted to be given hereunder shall be in writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either:
(1) personally delivered to the Party to whom it is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing:
To City: City of Palm Springs
Department of Aviation
Palm Springs International Airport
3400 East Tahquitz Canyon Way, Suite 1
P alm Springs, California 92262-6966
To Licensee: Brian Hedberg, President and CEO
Ready Credit Corporation
10340 Viking Drive, Suite 125
Eden Prairie, MN 55344
(SIGNATURE PAGE FOLLOWS)
Item 1K - Page 15
SIGNATURE PAGE LICENSE AGREEMENT A9239 BY AND BETWEEN THE CITY OF
PALM SPRINGS AND READY CREDIT CORPORATION FOR AUTOMATED PREPAID
DEBIT CARDS MACHINES AT THE PALM SPRINGS INTERNATIONAL AIRPORT
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
LICENSEE:
By:__________________________ By: ___________________________ Brian Hedberg George Hilal
Title: President and CEO Title: Chief Operating Officer
Date: Date:
Corporations require two signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By:____________________________ City Attorney City Clerk
APPROVED:
By:
Interim City Manager
Date:
Item 1K - Page 16
EXHIBIT “A”
SCOPE OF LICENSE
Licensee agrees to provide the following services:
A. The Licensee shall be required to provide, operate, and continuously maintain in proper operating condition, at its own expense, one (1) Automated Visa Prepaid Card Machine (DCM) in the location set forth in the attached Exhibit “B”, attached hereto and incorporated herein by this reference. The exact location of which will be subject to the approval of the City’s Director of Aviation. Licensee retains the right, in its sole discretion to remove any or all DCM that do not generate ten (10) transactions per day per DCM without being held in Default by the City.
B. An DCM is defined for purposes herein as a mechanical device, owned, operated, and maintained by the Licensee, and used by its customers for the purpose of purchasing prepaid credit cards, solely between the Licensee and its customers on an automated basis.
C. Any DCM utilized by the Licensee during the term of the License must be new and shall present the highest appearance, be technologically state of the art upon introduction into service, and compatible with any space limitations of the Premises. Licensee is encouraged to propose utilization of equipment incorporating advanced design/customer service options (such as 24-hour customer service, constant monitoring, privacy screen, light compensating screen and touch-screen display).
D. Licensee shall have the nonexclusive right, privilege and obligation to install, operate and maintain (within the Airport) the DCMs.
E. For the purpose of operating the License as described herein, and for no other purpose, the City will allow the selected Licensee, its employees, subcontractors, suppliers, service persons, licensees, guests, patrons, and invitees the right to use the areas of the Airport specified herein, including the necessary rights of access and ingress and egress from the Premises.
F. Title to the DCMs equipment shall remain with the selected Licensee.
G. Licensee shall perform all alteration work necessary for the installation of its DCMs, excluding the provision of electrical utilities to the locations for operation of the DCM s which shall be provided by the City, at no cost to the City and subject to the indemnification clause at Article 6.0.
H . The City will pay all utility costs related to the services provided by Licensee under the License, except telecommunications charges in connection with operation of the DCMs.
I. In the event the City requires the DCMs to be moved after the initial installation, all costs associated with such move shall be paid by the City.
J. By no later than October 30 of each year of the term of this License, and including September 30 on the year following the termination of this License, Licensee shall provide a financial statement audited and certified by an authorized officer of Licensee, confirming the number of transactions performed and fees generated from the DCMs under this Agreement.
K. The City’s Goal for ACDBE is 2.7 percent.
Item 1K - Page 17
L. Armored Car Service:
1. The Licensee armored car service will be required to submit to the Airport, prior to commencing work in accordance with this License, a Representative Identification List of all armed couriers and maintenance technicians that will need access to a restricted area. Armed personnel will be escorted by an Airport Law Enforcement Officer at all times they are in an Airport restricted area.
2. The Licensee’s armored car service will be required to submit to the Airport, prior to commencing work in accordance with this agreement, a copy of the service’s current Firearms Policy. Said policy shall be approved by the Airport prior to the start-up of service.
3. The Licensee’s armored car service shall comply, at all times, with the service’s Firearms Policy, all local rules and regulations, and all federal guidelines and regulations regarding the carrying of firearms at the Airport.
M. Service and maintenance of the DCMs shall be conducted on an as-needed basis.
Licensee shall assure that all such work is performed in a manner so as to minimize any disruptions or interference of Airport operations, including but not limited to, Airport pedestrian traffic. Licensee shall further assure that any work performed hereunder shall be in a competent, professional and clean manner.
Item 1K - Page 18
EXHIBIT “B”
LICENSEE AREA LOCATION
[Attached]
Item 1K - Page 19
EXHIBIT “B”
Item 1K - Page 20
LICENSEE AREA LOCATION 1
_,_
EXHIBIT “C”
FEDERAL NON-DISCRIMINATION REQUIREMENTS
[ATTACHED]
Item 1K - Page 21
Item 1K - Page 22
APPENDIX
"A"
APPENDIX
A
During
the
performance
of
this
oontract.
the
contractorio
fur
itself,
its
assignees,
and
succe$SOrS
in
interest
(hereinafter
referred
to
as
the
~contractor"')
agrees
u
follows:
l.
CGmpliance
with
Reauladou:
The
contractor
(hereinafter
includes
consultants)
will
comply
with
the
Am
and
the
Regulations
relative.
to
Non-discrimination
in. Fedm;lly,-assisted
programs
.of
the
U.S.
Department
of
Transportation,
. Fecleral
Aviation
Administration_.
as
they
may
be
amended
from
time
to
tia:ne,
whim
are
herein
incorporated
by
reference
and
made
a
pm1
of
1his
00Dtract
2. No.-dberlndutloa:
The
contractor,
with
regard
to
the
work
performed
by
it during
the
CQlltrac;t
will
not
discriminate
on
the
pounds
of
race.
oolor,
or
national
origin
in
the
selection
and
retention
of
subcontractors,
including
procurements
of
materials
and
leases
of
equipment.
~
contractor
will
not
panicipate
directly
or
indirectly
in
the
ctiscriminaticm
prohibited
by
the
Acts
atl.d
the
Regulations,
in,cludin,g
emplo)'ment
practices
when
~
O()lll:raQt
«wers
any
activity,
project,
or
program
SIOt
forth
in
Appendix
B
of
49 CFR
Part
21. 3.
Salidtatiou
for
S11hco11trads;
lndadlag
Procurements
of
Materials
and
Equipment:
In
all
solicitations.
either
by
competitive
bidding,
or
negotiation
made
by
the
CQD1nlctor
f°'
woik
to
be
performed
under
o. su~
including
procurements
of
materials,
or
leases
of
equipmen~
each
~ntial
subcoatractor
or
supplier
will
be
notified
by
the
contraetor
of
the
contractor's
obligations
under
1his
contriet
and
the
Aets
and
the
Regulations
relative
to
Non-discrimination
oa
the
gTOunds
of
race,
cdot'.11
or
national
origin.
4. lnf'onudon
and
Repo*;
The
contractor
will
prm'ide
all
information
and
reports
required
by
the
Adi,,
1he
Regulations.
and
directives
is.sued
pursuant
theme>
and
wiU
permit
access
to
its
booksl
records,
~unts.
other
sources
of
infonnati~
and
its
facilities
as
may
be
determined
by
the
Recipient
or
the
Federal
Aviadon
Administration
to
be
pertinent
to
ascertain
compliance
with
such
Acu.
Regulations.,
and
instructions.
Where
any
information
required
of
a contractor
is
in
the
exclusive
possession
of
81\0thef.
who
fails
or
refuses
to
fumish
the
information,
the
oontraetoc
will
$0
certify
to
·the
b;.ipient
or
the
~ederal
~viation
Administration.
as
appropriate~
and
will
set
forth
what
efforts
it
has
made
to
obtain
1he
mfonnataon.
S.
Sanedoas
to.r Noneompliance:
In
the
event
of
a contractor•,
noncompliance
with
the
Non
..
cliscrim
.lnation
provisions
of1b.is
eontract..
tM
Recipiet1
will
impose
such
-contract
sanctions
as
it or
the
Federal
Aviation.
Administration
may
determine
to
be
!lPPK)pria~.
including.
but
not
limited
to:
a.
withholding
payments
to
the conlradnr
under
the
cootract
until
the
oontractor
complies;
and/or-
b.
cancelling..
tcrminatmg.
or
suspending
a contract,
in
whole
or
in
part.
6. Incorporation
of
PNwlliou:
The
contractor
will
include
the
provi:sicm
of
paragraphs
one
tluough
six
in.
every
subcontract,
including
procurements
of
materials
and
leases
of
equipment,
unless
~
by
the
Acts,
the
Regulations
and
directiv"
issued
pursuant
thereto.
The
contractor
will
take
action
with
respect
to
any
subcontract
or
procurement
u
1he
Recipient
or
the
Federal
Aviation
Adminis1ration
may
direct
as
a means
of
enforcing
such
provisiOM
including
sanctions
for
noncompliance.
Provided.
that
if
the
comracmr
becomes
involved
i:n,
or
is dnatonod
with
litigation
by
a s.ubcontracior,
or
supp1ier
because
of
such
direction,
the-
oonuactot
•Y
reqUC3t
the
Recipient
to
enter
into
any
litigation
to
protect
1he
interests
of
the
Recipient
ln
addition,
the
contractor
may
request
the
United
States
to
enter
into
the
liliption
to
protect
the
interests
of
the
United
S1ates.
639913.1 55575.38160\33541079.
I
Item 1K - Page 23
APPENDIX "E"
08Q7/13
APPENDIXE
1400.11
Appendilc4
~ tbe pmi:mnmce of this conb:lct, the couba..'1Ilr, fix itsel~ i~ assignees, a successou ill inlmest (bereinafler immil to u the "coutrac:tarj agrees to compJ:ywith ihe mllawingnon cm I i111ioitioo ~ and authorities; incmding tunat limited ~o:
Pertilaftt Noa-Ducriminatioa Allthori&s:
• Tole VlofdieCivilRiglmActof1964(42 U.S.C. § 2000d«tsaq .• 7htat.252). (prohibits disaiminationon tbe buts ofDICe, oolar, mtioml origin); and 49 CFR.put 21. • The UnifoonRelocation.Assislarwe IIDd R.ealPn,perty AcquisitioDPoJicies Act of 1970, (42 US.C. § 4601), (pmlo.l>us \1Q,fau' treabueut ofpssom displaced.or whose puperty has been acqumd betause ofFedenl or Federal-aid progmm md projects); • Section 504 oftbe Rmtbil:itatian ;\d of 1971. (29 U.S.C. § 794 .t .sw.,.). as 8JIH'IJded, (pmhibm di$CDDJi:Jiati"!l OD fbe basis of cfisabihly); and 49 CFR. part 27; • The~ Disaiminatian.Act of 197.5, • ID>f'D'kd. (42 U.S.C. § 6101 .t s4111.), (prohibits c:tisnimi1116on on 1bebasis of age); .
• Aupott mdA:inraylmprovemeDt Act of 1982. (4!HJSC § 471, Sectioa47123). as llJJ!fflCled. {p,mlu.lms dis, 1i111i11atioo hued muace, aeed, colar, DBtioml origiu. oz sex); •· The Civil Rights Resumtiun Act of 1987, (Pl.100-209), (Bmadened tbe scope, cownge mda,plicabilityofTitlc VI of the Civil Rigb1s Act ofl9647 The Age DisaimiuatimAct of 197.5 and Section 504 of the Rehabilitation Act of 1973, by apmting flJe definitjon of the Imm ')rognms Ol activities" to include all oftbe programs 01 activities-0ffbe Feclenl-aid recipiems. IUb-ffl:ipimls and oonmcton, wbelba sum programs or activities an, Federally funded or not);
• Tilles II md m of the.Americans with Disabilities Act,. which prohibit disaimindion on the basis of disability in the operation of public entities, public ud private trlllspoI1atial systems. places of publir ac:mmmndatioo, md amin testing emities (42 U .S.C. §§ 12131-12189) as implemmte:d by DEpartment ofTnnspomtion ll!pbODS at 49 CFR. puts 37 and 38;
• The Fec1mll Aviation Admimstration's Non-di,.. 1 io4wtimi itam.te (49 U.S.C. § 47123) (prohibits_ ~tionon the basis of:race, oolar, DabDill.l origin. an4sex):
• &ecutive<>ntm-12198. Fedenl Actions to Address~ Justice in Minority Pnpnlanom IDIII.ow-Income Poputaliom. wJ.ichemure, di,P 1i111i1116an aga:imtmiDority popwatiam by ctisaimagingpmgrams, policies, and.activities with disproportiooat hig.b and advme 1111mm health oremiiromnmtal effects on minority and low-income populations;
639913.1
55575.38160\3354 I 079.1
ATTACHMENT B
PUBLIC INTEGRITY DISCLOSURE FORM
Item 1K - Page 24
1. 2.
3. 4.
5. Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Ready Credit Corporation
Address of Entity (Principal Place of Business)
7100 Shady Oak Road, Eden Prairie, MN 55344
Local or California Address (if different than #2)
330 N Brand Blvd Suite 700, Glendale, CA 91203
State where Entity is Registered with Secretary of State Nevada
If other than California, is the Entity also registered in California? Ix] Yes n No Type of Entity
00 Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Brian Hedberg Ix] Officer D Director D Member D Manager [name]
D General Partner D Limited Partner
□ Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
D Officer D Director D Member D Manager
[name]
D General Partner D Limited Partner
□ Other
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 09 13 18)
Item 1K - Page 25
-
-
I
I
-
-
-
' -
7. Owners/Investors with a 5% beneficial interest in the Applicant Entitv or a related entitv
EXAMPLE
JANEDOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity)
A.
Bruce Hendry 26.8%
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
C.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entitvl
D.
[name of owner/investor] [percentage of beneficial interest in entity
and name of entity)
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date -g...L � . ..T .. /;
(Revised 0913 18)
CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
Item 1K - Page 26
ATTACHMENT C
LETTER OF EXPERTISE
Item 1K - Page 27
Ready Credit Corporation • 10340 Viking Drive, Suite 125 • Eden Prairie, MN 55344 readycreditcorp.com
September 13th, 2022
Victoria A. Carpenter
Airport Administration Manager
Palm Springs International Airport (PSP)
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262
Office: 760.318.3808
Email: [email protected]
Dear Victoria,
I’m pleased to provide confirmation of our unique capabilities in support of cashless airport operations. Ready Credit Corporation and our wholly owned subsidiary ReverseATM (collectively RCC) is the only organization that holds a US patent for the instant and anonymous issuance of a debit card from a self-service device. RCC pioneered cashless services from a kiosk in the US more than 17 years ago (10 years offering airline and airport cashless operations) Presently, RCC provides cashless services in over 120 airports operating more than 350 kiosks in the United States, Canada, and Mexico.
Our experience supporting airline clients, their customers and Airport Authorities has shown that providing cashless services is complex. In order to truly operate cashless, carriers need to be able to collect 100% payment, 100% of the time while being 100% aligned with the airlines operating procedures to ensure a consistent customer experience across their entire span of operations. This requires unique card attributes that support high dollar value loads, international acceptance, and service support that traditional prepaid card programs cannot support. It necessitates cash be converted to a card instantly and anonymously, and more importantly that carriers are provided with immediate service recovery and support to ensure their ability to capture 100% of their funds for all transactions, without time or financial impact to their customer. As such Ready Credit Corp has invested heavily to build the most complete monitoring systems, recovery tools and staff to offer dedicated 24/7/365 live agents to cover all locations, from remote airports in Guam to the busiest airports like Atlanta and JFK.
When it’s understood that RCC is a Cashless Operations Service Provider and not a prepaid card retailer, Airports such as SFO, MSY, SLC, PHX and BOS – to name the most recent, have determined that RCC is the only provider in this space.
Item 1K - Page 28
Ready Credit Corporation • 10340 Viking Drive, Suite 125 • Eden Prairie, MN 55344 readycreditcorp.com
The table below details some of our unique operational expertise, systems, and processes.
Service Needs Retail Prepaid Card RCC Cashless Operations Program Hours of Operation May not match ticket
counter hours 24 / 7 / 365
Card Values Available
Typically Fixed $25, Fixed
$50, Fixed $100 or
Variable up to $250
Variable up to $1000
Maximum Single Form of
Payment
Maximum Multiple Form of
Payment
$250 (if card available)
$500 $10,000*
Card Purchase/Activation Fee
per card $5 - $14 $6 no matter the value loaded to card Foreign Transaction Fee 2.5% 1.5%
Cashless Operations Support
• Release Holds
• Handle Authorization
Issues
• Process Voids and
Refunds
• Reverse Fees
Not Available 24 / 7 / 365 Live Agent-Only Hotline
*Up to 10 cards can be combined via RCC’s Agent-Only Hotline
It is absolutely critical to provide live support and have alignment with airline operations in order to truly operate cashless while delivering an experience the flying public expects.
Cashless is more than offering a replacement for cash.
It is important to note, we are proud that there has not been a single consumer complaint filed with the DOT, FAA, or an Airport or Airline that we served since our cashless operations program was first implemented in January 2012. In fact all Airports in the top J.D.Power rankings are operating our cashless program. There is inherent value in the solution offering for the airport, the airlines and the flying public that receives a ReadyCARD.
Item 1K - Page 29
Ready Credit Corporation • 10340 Viking Drive, Suite 125 • Eden Prairie, MN 55344 readycreditcorp.com
Please let us know what additional information we can provide or introductions to airports and payment networks who can validate the information provided which affirms that RCC is a sole source for providing the service of cashless operations. We appreciate the partnership that we have had with PSP and look forward to offering our support and services to you and your guests to PSP in the future.
If you have any questions or require anything further, please let me know.
Thank you for your assistance.
Julio Ramirez
Relationship Manager
Ready Credit Corporation
Item 1K - Page 30
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
APPROVE SERVICE AGREEMENT NO. A9241 WITH J & L AUTO BODY INC. FOR
AUTO BODY REPAIR SERVICES
RECOMMENDATION:
Approve Contract Services Agreement A9241 with J & L Auto Body Inc., to provide auto body repair services in an amount not to exceed $300,000, for the initial three-year term beginning October 27, 2022, through October 26, 2025, with two one-year extension options at the City’s sole discretion.
1. Authorize the Interim City Manager or their designee to execute all necessary documents.
2. Attachments
Item 1L
CITY COUNCIL STAFF REPORT
DATE: OCTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: APPROVE SERVICE AGREEMENT NO. A9241 WITH J & L AUTO BODY INC. FOR AUTO BODY REPAIR SERVICES
FROM: Teresa Gallavan, Interim City Manager
BY: Department of Maintenance and Facilities
SUMMARY:
This action will approve a three-year agreement with two one-year options with J & L Auto Body Inc., in an amount not to exceed $300,000 for the ini tial term for auto body repair services.
RECOMMENDATION:
1. Approve Contract Services Agreement A9241 ( Attachment A) with J & L Auto Body Inc., to provide auto body repair services in an amount not to exceed $300,000, for the initial three- year term beginning October 27, 2022, through October 26, 2025, with two one-year extension options at the City’s sole discretion.
2. Authorize the Interim City Manager or their designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form ( Attachment B ) submitted on September 20, 2022, J & L Auto Body Inc., is registered in the S tate of California. The owner is Joe Ghougassian with 100% beneficial interest in entity.
STAFF ANALYSIS:
The contract with J & L Auto Body Inc., is an on- call, as-needed type contract. The bids are used to determine the lowest, responsive, responsible bidder and to set the unit rates for the contract; however, the actual amount of the contract is based on the budgeted amount set by the Department and will therefore not match the bid amounts.
An Invitation for Bids (IFB 23-05) was initiated by the City’s Procurement and Contracting Item 1L - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Award of Auto Body Repair Contract
Department on August 29, 2022, based on the Department of Maintenance and Facilities’ specifications. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. One bid was received by the September 20, 2022, deadline as follows:
Vendor Bid
J & L Auto Body Inc. $119,500.00
Since only one bid was received, the pricing was analyzed by the Fleet Manager and compared to prices paid in the past for like work and was found to be fair and reasonable for the City. The Fleet Department has used J & L Auto Body in t he past and has been satisfied with the services rendered.
The unit pricing is fixed for the first year and subject to a Consumer Price Index (CPI) increase in the following years. Staff recommends approval of Contract Services Agreement No. A9241 with J & L Auto Body Inc. , in an amount not to exceed $300,000 for a three- year term effective October 27, 2022, through October 26, 2025, subject to two one-year optional extensions at the sole discretion of the City.
ENVIRONMENTAL ASSESSMENT
:
The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment , or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve a contract for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activit ies of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
Approval of this action supports City Council priority 3A, Community Infrastructure – Improve City Facilities.
FISCAL IMPACT:
Sufficient funds are budgeted and available in Fiscal Year 2022-23 in the Department of Maintenance and Facilities Account 5106560-50105.
Item 1L - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Award of Auto Body Repair Contract
REVIEWED BY:
Acting Deputy Department
Director:
Daniel Martinez
Procurement Manager: Kim Baker
Interim City Manager: Teresa Gallavan
ATTACHMENTS:
A. Agreement No. A9241
B. Public Integrity Disclosure
Item 1L - Page 3
ATTACHMENT A
Item 1L - Page 4
Revised 2.9.22 Page 1 of 21
CONTRACT SERVICES AGREEMENT A9241
AUTO BODY REPAIR SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 27, 2022, by and between the City of Palm Springs , a California charter city and municipal c orporation (“City”), and J & L AUTO BODY INC., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.
RECITALS
A. City requires the services of a licensed and qualified firm to provide auto body services on an as-needed basis, (“Project”).
B. Contractor has submitted to City a proposal to provide auto body services, to City under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Contrac tor is qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of Contractor for the Project.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions c ontained herein, and other valuable consider ation, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scope of Services . In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services ” or “Work”). Exhibit "A" includes the agreed upon schedule of per formance and the schedule of fees. Contractor warrants that the S ervices shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well quali fied members of the profession currently pract icing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law . Contract or sha ll comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
Item 1L - Page 5
Revised 2.9.22 Page 2 of 21
1.3 Licenses and Permits . Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of thi s Agreement according to the agreed upon s chedule of performance set forth in Exhibit “A .” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Cont ractor to any additional compensation regardless of the P arty responsible for the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance wi th the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $300,000.00.
3.2 Method of Payment . In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.
3.3 Changes . In the event any change or changes in the Services is reque sted by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents , work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.
Item 1L - Page 6
Revised 2.9.22 Page 3 of 21
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of perform ance set forth in Exhibit “A .” Any time period extension must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of S ervices to be rendered under this Agreement may be ext ended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the W ork); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ord inances, emergency proclamations and or ders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the S ervices for the period of the enforced delay when and if , in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and co nclusive upon the P arties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement s hall continue in full force and effect for a period of three years , commencing on October 27, 2022, and ending on October 26, 2025, unless ext ended by mutual written agreement of the Parties.
4.5 Termination Prior to Expiration of Term . City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor . W here termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of terminati on, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all S ervices rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed S ervices and shall not be entitled to damages or compensation for ter mination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor , who shall be liable for the full c ost of the City's c orrective action.
Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
Item 1L - Page 7
Revised 2.9.22 Page 4 of 21
5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Joe Ghougassian (name), Owner (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contra ctor and devoting sufficient time to personally supervise the S ervices under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City M anager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the S ervices. Contractor shall refer any decisions that must be made by Ci ty to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment . The experience, knowledge, education, capability, and reputation of Contra ctor, it s pr incipals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any S ervices required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions sti pulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omi ssions of i ts subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode , or means by which Contractor , its agents or employees, perform the Services required, except as otherwise specified . Contractor shall perform all required Services as an independent contractor o f City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor ’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and worke rs’ compensation insurance. Contractor shall not have any authority to bind City in any manner.
5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of th e following personnel Item 1L - Page 8
Revised 2.9.22 Page 5 of 21
without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.
N ame: Title:
Joe Ghougassian Owner
5.6 California Labor Code Requirements.
A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates a nd t he performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the S ervices are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemni fy and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon t he Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payr oll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors , as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor ’s sole responsibility to comply with all applicable registration and labor compliance requirements.
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers , employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, Item 1L - Page 9
Revised 2.9.22 Page 6 of 21
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injur ies to or d eath of persons (Contractor ’s employees included) , for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions , or willful misconduct committed by Contractor, its officers, employees , representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties . Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor ’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.
7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’ s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be lim ited to the extent which the C laims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement , and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor ’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the S ervices required by this Agreement, or as the Contract Officer shall require.
8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and e xpenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the S ervices required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit , and make records and transcripts from such records.
8.3 Ownership of Documents . All drawings, s pecifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.
Item 1L - Page 10
Revised 2.9.22 Page 7 of 21
8.4 Release of Documents . All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
8.5 Audit and Inspection of Records . After receipt of reasonable notice and during the regular busines s hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, document s, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make s uch items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and inte rpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim , or matter arising out of or in relation to this Agreement shall be instituted in the Superio r Cour t of the County of Riverside , State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Interpretation. This Agreemen t shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the var ious sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver . No delay or omission in the exercis e of a ny right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.
9.4 Rights and Remedies are Cumulative . Except with resp ect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative . The exercise by either P arty of one or more of such rights or remedies shall not preclude the exercise by it, at the sam e or different times, of any other rights or remedies for the same default or any other default by the other Party.
Item 1L - Page 11
Revised 2.9.22 Page 8 of 21
9.5 Legal Action. In addition to any other rights or remedies, either P arty may take legal action, in law or in equity, to cure, correct , or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non- judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.
10. C ITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees . No officer or employee of City shall be personally liable to the Contractor , or any successor -in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any dir ect or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
10.3 Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not dis criminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethn icity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in Item 1L - Page 12
Revised 2.9.22 Page 9 of 21
writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy- two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: J & L Auto Body Inc.
Attention: Joe Ghougassian
936 S. Glendora Ave. Suite 6
West Covina, CA 91790
11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement s hall b e interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or secti ons contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.
11.5 Successors in Interest . This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
11.6 Third Party Benef iciary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
11.8 Authority. T he persons executing this Agreement on behalf of the P arties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
Item 1L - Page 13
Revised 2.9.22 Page 10 of 21
11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
Item 1L - Page 14
Revised 2.9.22 Page 11 of 21
SIGNATURE PAGE TO AGREEMENT (A9241) BY AND BETWEEN THE CITY OF PALM SPRINGS AND J & L AUTO BODY INC.
IN WITNESS WHEREOF, t he Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1L - Page 15
Revised 2.9.22 Page 12 of 21
EXHIBIT “A”
CONTRACTOR’S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Item 1L - Page 16
Revised 2.9.22 Page 13 of 21
1.1 Scope of Work:
A. Contractor shall provide auto body repair services (Work) on an as-needed basis for all City of Palm Springs vehicles including sedans, trucks, sport utility vehicles and other fleet equipment.
B. Contractor shall furnish all necessary labor, parts, and services in accordance with the provisions and terms and conditions.
C. Contractor must be able to provide quick turnaround.
D. Contractor must prov ide certified technicians.
E. Contractor must have a complete body repair facility.
F. The scope of work includes auto body repairs and repair practices to include but i s not limited to the following:
1. Body repair and/or replacement of body panels
2. Refinishing
3. Frame Straightening
4. Decal Services
5. Painting
G. Contractor shall follow repair standards that include but are not limited to:
1. Mas king, protecting, or removing and re -installing all chrome, glass, lighting equipment (light bars. strobes), winches, etc. and any other vehicle component(s) or accessory(ies) that could be damaged while making repairs.
2. Making all necessary adjustments, aligning doors, hood decks, trucks, fenders, or other body components such as hinges, latches, etc., that are not damaged, but would require such labor to produce a finished job.
3. Aligning front and/ or rear ends (casters, camber, and toe -in, etc.) when collision damage has affected them.
4. Reapplying rust-proofing and under -coating in any repaired areas which originally had this type of protection.
5. Recovering seat(s), arm rest(s), headliner, etc., if so, requested by the Fleet Manager.
6. Where applicable, resetting, repairing, and/or restoring any active or passive restraint systems such as seat and shoulder harnesses, and /or a ir bag systems to fully functional new original equipment manufacturers (O.E.M.) factory standards.
7. Completing color change for vehicles or equipment must incl ude door jams, hood. truck, and deck jams.
H. Contractor, when installing auto body parts, shall follow repair stand ards that include but are not limited to:
1. All body parts shall meet the automobile manufacturer's specification requirements.
2. City of Palm Springs does not always require that new body parts be used.
Item 1L - Page 17
Revised 2.9.22 Page 14 of 21
a. Used parts, at the sole discretion of the Fleet Manager, may be installed depending on the age and value of the equipment being repaired.
b. City of Palm Springs reserves the right to provide the used auto body parts when appropriate as determined by the Fleet Manager. c. Contractor, with prior writte n approval of the City of Palm Springs Fleet Manager, may utilize used body parts provi ded the used parts equal the materials used in the original body part and match the original contours with regards to fit and alignment of the vehicle being repaired.
I. Contractor shall take the installation of used auto body parts into consideration when issuing an estimate for work that will include such parts.
J. Used auto body parts shall be warranted for one (1) year and shall cover at minimum the completed paint work, affixing of various decals and completed repairs.
K. The warranty for new body parts shall be the manufacturer's standard warranty. New original equipment manufacturers (O.E.M.) body repair parts and new aftermarket repair parts shall carry a manufacturer's warranty.
L. All airbag components and seat belt components shall be replaced with new O .E.M. parts.
M. Contractor shall issue estimates that include but are not limited to the following information:
1. A standard form of estimating, such as the Mitchell Collision Estimating Guide or the applicable industry standard list used by insurance appraiser s for estimating repair costs.
2. Repair cost estimates shall be due within two (2) days after calling for estimate of work assignment.
3. Prior to the commencement of repair work, Contractor shall issue a wr itten estimate, indicating the following:
a. Estimated hours of repair required
b. An itemized list of all parts required
c. Anticipated finish date for all repairs
d. Itemized pricing for all labor and materials
N. If additional costs (labor and/or parts) are identified due to hidden damage, Contractor shall notify within two (2) business days after receipt of the vehicle to be repaired.
1. Approved a dditional costs shall be itemized on an invoice. Separate from the original estimate, and clearly identified as hidden damages.
2. Should the City of Palm Springs not accept C ontractor’s estimate of additional charges and/or delivery delay attributable to the hidden damage, the City may, at its sole discretion, require that C ontractor return the vehicle within 48 hours to the City without any additional charges.
3. The Cit
y's only liability shall be for work already approved and completed.
Item 1L - Page 18
Revised 2.9.22 Page 15 of 21
O. Authorization to Begin Work starts when the designated City official returns a copy of the "Approved" Estimate of Repair Cost form, including Purchase Order Number to the Contractor assigned to the work order.
P. Upon notification of work by Fleet Management, Contractor shall transport the vehicle from the requesting department’s facility and begin work within two (2) business days after notification of award.
Q. Contractor shall be responsible for the safe pi ckup, transport, and delivery of vehicles.
R. All transportation of vehicles shall be done without additional charge to the City of Palm Springs.
S. Upon return of the finished vehicle, if t he fleet manager determines that the vehicle was not properly repaired according to accepted industry standards, the fleet manager will discuss the matter with the C ontractor for full resolution in the best interest of the City of Palm Springs.
T. Contractor who provides poor quality repair, excessive hidden damage estimates, excessive delays in completing repairs or who is otherwise not in compliance wit h the terms and conditions of this RFP may be dropped from the auto body repair service program without notice.
U. Contractor shall be responsible for the security and storage of City vehicle(s) at their repair facility.
V. Contractor shall reimburse the City for all damages to City property in their care, such as unwarranted wear and tear, acts of vandalis m and malicious mischief, all physical damages, including acts of commission and/or omission by C ontractor’s employees and others.
1.2 Insurance Requirements:
Contractor shall meet all insurance requirements of the City, including but not limited to, the prov isions of personal and property liability, including automobile coverage, and Worker's Compensation, in limits acceptable to the City.
1.3 License Requirement:
Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through
3.96 entitled Business Tax;
1.4 Pricing:
1. The pric
ing included in this Contract shall be firm for the first year.
2. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside- San Bernardino-Ontario Areas.
3. The City will only pay for the items listed on the bid form. Contractor must incorporate all of its costs in its unit bid prices, including but not limited t o labor, supervision, project management, overhead, p rofit, onboarding t raining, travel, mileage, truck charges, fuel charges, service call charges, parking, delivery, portal- to-portal charges, environmental fees, shop supplies and consumable inc idental materials. The City will not pay for subcontractors, rental of equipment/tools, and Item 1L - Page 19
Revised 2.9.22 Page 16 of 21
purchase of materials/supplies unless the City authorized payment o f the applicable items.
1.5 Invoicing:
Contractor will submit an itemized invoic e monthly. Billings m ust reference a pur chase order number and shall indicate the uni t (contract) price. Contractor will be paid for the actual hours worked at the rates shown in t he contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual c ost with r eceipts requir ed with allowable markup as outline in t he contract. Contractor shall break out the line items on the invoice in accordance with the li ne items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor a re authorized. It sh all be the contractor’s responsibility t o submit a correct invoice. The City shall not be respons ible for payment until a co rrect inv oice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Emplo yee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to: [email protected].
Item 1L - Page 20
Revised 2.9.22 Page 17 of 21
Item 1L - Page 21
ATTACHM ENT F
BID FORM
INVITATION FOR BIDS IFB 23-05
AUTO BODY REPAIR SERV ICES
Responding to this IFB for auto body repair services, the undersigned bidder proposes and agrees to provide the services and work in accordance with the specifications Bidder proposes and agrees to furnish all labor, equipment, materials, supervision, and service necessary to complete said Work in accordance with the Specifications of the City of Palm Springs and will accept as full payment therefore, the following unit cost amounts. The City of Palm Springs will not accept any additional charges, fees, etc. that are not already included or incorporated in the below unit costs.
ITEM DESCRIPTION UNIT ESTIMATED UNIT PRICE SUBTOTA L QUANTITY 1 Bodv Reoair Labor HR 500 65 32500
2 Paint Labor HR 300 65 19500
3 Mechanical / Electrical Labor HR 300 95 28500
4 Frame Repair Labor HR 200 95 19000
5 Aluminum Repair Labor HR 200 100 20000
TOTAL 119500
ITE~ DESCRIPTION % MARK-UP
6 Parts and Materials <Enter vour o/o mark-uo for oarts & materials\ 30 *Please note: This bid form is to deter min e the lowest b idder and wi ll be used to esta blish tfi>e contract unit prices. The contract value will be set at the City budget amount.
I
€
a
s
€
n
0 t
€
T
h
s
b
i
d
TiH~: ~'ffl\~f
B~-,~- ,/_5 ____ »2-~"-'c)_.,c...-~_,,__, __ _
Revised 2.9.22 Page 18 of 21
EXHIBIT “B”
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
Item 1L - Page 22
Revised 2.9.22 Page 19 of 21
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries agains t persons or damages to property resulting from Contractor’s performance under this Agreement.
Contractor shall procure and maintain all insuranc e at its sole cost and expense, in a form and content satisfactory to the City, and submit concurre ntly with its execution of this Agreement .
Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement , incl uding any extensions. Such insurance shall not be ca ncelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officer s, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to comme ncement of services. The procuring of such insurance and the delivery of policies, certificates, and endorse ments evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. M inimum Scope of Insurance . The minimum amount of insurance requir ed under this Agreement shall be as follows:
1. Comprehens ive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of a t least one million dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omiss ions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
____X____ is not required;
4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one mil lion dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contr actor’s insurance coverage shall be primar y with respe ct to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self -insurance maintained by City and its respective elected officials, officers, empl oyees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liabil ity Insurance only, the insurer shall waive all rights of subrogation and Item 1L - Page 23
Revised 2.9.22 Page 20 of 21
contribution it may have again st City, its elected officials, offic ers, employe es, agents, and volunteers.
4. Errors and Omissions Coverage . If Errors & Omissions Insuranc e is requi red, and if Contractor provides claims made profes sional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the com pletion of Contractor ’s services under this Agreement, or (2) to maintain professional liability insurance coverag e with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’ s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M . Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, inc luding additional insured endorsement s, affecting all of the coverages required by this Agreement. The certificates and endorsements are to b e signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work com mences. City reserves the right to require Contractor’s insurers to provide complete, certifi ed copies of all required insurance policies at any time. Additional insured endorsements are not required f or Errors a nd Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Ins urance Coverage with an approved Additional Insured E ndorsement with the following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
B. " This insurance is primary and non-contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
C. " Should any of the above- described poli cies be ca nceled before the expiration date thereof, the issuing company will mail 30 days written notice to the C ertificate Holder named." Language such as, “end eavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
Item 1L - Page 24
Revised 2.9.22 Page 21 of 21
D. Both the Workers’ Compensation and Employers' Liability p olicies shall contain the insurer's waiver of subrogation in favor of City, its elected offici als, offic ers, employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the Ci ty before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized a gent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.
7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and def ense expenses.
Certificates of Insurance m ust include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions.
8. Severability of Interests (Separat ion of Insu reds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.
Item 1L - Page 25
ATTACHMENT B
Item 1L - Page 26
ATTACHMENT D
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
INVITATION FOR BIDS IFB 23-05
AUTO BODY REPAIR SERVICES
THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR BID Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.
Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.
Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome.
When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.
What Must I Disclose?
Item 1L - Page 27
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).
Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).
B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney.
What if I Have Questions?
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form should you need further clarification.
Item 1L - Page 28
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
J&L Auto Body INC
2. Address of Entity (Principal Place of Business)
936 S. Glendora Ave. West Covina , CA 91790
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? Yes No Type of Entity
Corporation Limited Liability Company Partnership Trust Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
Joe Ghougassian - CEO
100%
Liza Ghougassian - CFO
Sergio Ghougassian - Director
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity Joe Ghougassian
100%
[percentage of beneficial interest in entity and
name of entity]
Item 1L - Page 29
I
Item 1L - Page 30
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE ST TiE OF CAUFORNIATHAT THE FOREG,OING IS TRUE AND CORRECT.
ing1 Party,,Prlnted Name, Ti e Date
City of Palm Springs, CA.
Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.
If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any.
Ultimately, the City’s disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).
As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:
John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.
The full business entity disclosure in this example would resemble the following:
1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe
2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation
3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company
4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
Item 1L - Page 31
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
APPROVE PURCHASE AGREEMENT NO. A9248 WITH HI-GRADE MATERIALS CO. FOR CONCRETE PRODUCTS
RECOMMENDATION:
Approve Purchase Agreement No. A9248 (Attachment A) with Hi-Grade Materials Co. to provide concrete products for an amount not to exceed $90,000 beginning November 1, 2022 through October 31, 2025, with two one-year extension options at the City’s sole discretion.
1. Authorize the Interim City Manager or their designee to execute all necessary documents.
2. Attachments
Item 1M
CITY COUNCIL STAFF REPORT
DATE: OCTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: APPROVE PURCHASE AGREEMENT NO. A9248 WITH HI-GRADE MATERIALS CO. FOR CONCRETE PRODUCTS
FROM: Teresa Gallavan, Interim City Manager
BY: Department of Maintenance and Facilities
SUMMARY:
This action will approve a three-year purchase agreement, with two one-year options with Hi-Grade Materials Co. for concrete products in an amount not to exceed $90,000.
RECOMMENDATION:
1. Approve Purchase Agreement No. A9248 (Attachment A) with Hi-Grade Materials Co. to provide concrete products for an amount not to exceed $90,000 beginning November 1, 2022 through October 31, 2025, with two one-year extension options at the City’s sole discretion.
2. Authorize the Interim City Manager or their designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form ( Attachment B) submitted on October 11, 2022, Hi -Grade Materials Co. is registered in the S tate of California. The owner is Jonathan D. Hove with 98% beneficial interest in entity.
STAFF ANALYSIS:
The contract with Hi -Grade Materials Co. is an on- call, as-needed type contract. B ids were used to determine the lowest, responsive, responsible bidder and to set the unit rates for the contract; however, the actual amount of the contract is based on the budgeted amount set by the Department and will therefore not match the bid amounts.
An Invitation for Bids (IFB 23-09) was initiated by the City’s Procurement and Contracting Department on September 26, 2022, based on the Department of Maintenance and Item 1M - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Award Concrete Products Contract
Facilities’ specifications. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. One bid was received by the October 11, 2022, deadline as follows:
Vendor Bid
Hi-Grade Materials Co. $65,013.60
Since only one bid was received, the pricing was analyzed by the Acting Deputy Director for Maintenance and Facilities and compared to prices paid in the past for like work and was found to be fair and reasonable for the City. The Street Maintenance division has used Hi-Grade Materials Co. in the past and has been satisfied with the services rendered.
The unit pricing is fixed for the first year and subject to a CPI adjustment in th e following years. Staff recommends approval of Purchase Agreement No. A9248 with Hi- Grade Materials Co. for a three-year term with two one-year extension options at the City’s sole discretion in an amount not to exceed $90,000.
ENVIRONMENTAL ASSESSMENT
:
The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment , or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve a contract for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activit ies of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
Approval of this action supports City Council priority 3A, Community Infrastructure – Improve City Facilities.
FISCAL IMPACT:
Sufficient funds are budgeted and available in Fiscal Year 2022-23 in the Department of Maintenance and Facilities Account 1006515-50035.
Item 1M - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Award Concrete Products Contract
REVIEWED BY:
Acting Deputy Department
Director:
Daniel Martinez
Procurement Manager: Kim Baker
Interim City Manager: Teresa Gallavan
ATTACHMENTS:
A. Agreement No. A9248
B. Public Integrity Disclosure
Item 1M - Page 3
ATTACHMENT A
Item 1M - Page 4
Revised 2.9.22 1
GOODS PURCHASE AGREEMENT A9248
CONCRETE PRODUCTS
This Goods Purchase Agreement (“Agreement”) is made and entered into on November 01, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and HI-GRADE MATERIALS CO., a California Corporation with its principal place of business at 17671 Bear Valley Rd., Hesperia, CA 92345 (“Supplier”). City and Supplier are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
Section 1. D EFINITIONS.
A. “ Goods” means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit “A,” attached hereto and incorporated herein by reference.
B. “Delivery Date(s)” means that date or dates upon which the Goods is to be delivered to City , ready for approval, testing and/or use as specified in Exhibit “ A,” attached hereto and incorporated herein by reference.
Section 2. I NSPECTIONS AND TESTS.
City shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, City may reject the Goods or exercise any of its rights under this Agreement . The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City’s right to reject nonconforming goods, irrespective of City ’s failure to n otify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof.
Section 3. W ARRANTY.
A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material , and workmanship for a period of one year, or such longer period as provided by a manufacturer’s warranty or as agreed to by Supplier and City, from the date of final written acceptance of the Goods by City as required for final payment under this Agreement. Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards.
B. Supplier further warrants that all machinery, equipment , or process included in the Goods will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. City ’s inspection, testing, approval , or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this paragraph.
C. For any breach of the warranties contained in this Section, Supplier will, immediately after receiving notice from City, at the option of City, and at Supplier’s own expense and without cost to City:
Item 1M - Page 5
Revised 2.9.22 2
1. Repair the defective Goods;
2. Replace the defective Goods with conforming Goods, F.O.B. City’s plant, office or other location of City where the Goods was originally performed or delivered; or
3. Repay to City the purchase price of the defective Goods.
If City selects repair or replacement, any defects will be remedied without cost to City , including but not limited to, the costs of removal, repair , and replacement of the defective Goods, and reinstallation of new Goods . All such defective Goods that is so rem edied will be similarly warranted as stated above. In addition, Supplier will repair or replace other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City.
D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend , and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties.
E. In the event of a breach by Supplier of its obligations under this Section, City will not be limited to the remedies set forth in this Section, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code.
Section 4. P RICES.
Unless expressly provided otherwise, all prices and fees specified in Exhibit “B,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination. The total amount of Compensation shall not exceed $90,000.00.
Section 5. C HANGES.
City, at any time, by a written order, and without n otice to any surety, may make changes in the Goods, including but not limited to, City’s requirements and specifications. If such changes affect the cost of the Goods or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between City and Supplier and such change will be authorized by a change order document signed by City and accepted by Supplier.
Section 6. P AYMENTS.
A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by City after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods.
Item 1M - Page 6
Revised 2.9.22 3
B. If Progress Milestones have been specified in Exhibit “A”, then payments for the Goods will be made as the requirements of such Progress Milestones are met. Progress payments for the Goods will be made by City upon proper application by Supplier during the progress of the Goods and according to the terms of payment as specified in Exhibit “A”.
Supplier’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “A” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “ A” or a change order, must have subcontractor and/or supplier invoices attached to Supplier’s invoice. Other format and support documents for invoices will be determined by City in advance of the first invoice cycle.
C. Payments otherwise due may be withheld by City on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other obligations under the Agreement, or to protect City against any liability arising out of Supplier ’s failure to pay or discharge taxes or other obligations. If the causes for which payment i s withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, City may remove them at Supplier’s expense.
D. Payment of the final Progress Milestone payment or any retention will be made by City upon:
1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit “ A” and in the amount associated with the Progress Milestone;
2. Written acceptance of the Goods by City;
3. Delivery of all drawings and specifications, if required by City;
4. Delivery of executed full releases of any and all liens arising out of this Agreement; and
5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full.
If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to City to indemnify City against any claim or lien at no cost to City.
E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against City, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by City will not constitute a waiver, release or discharge of any claims or demands which City then has, or can subsequently acquire, against Supplier , its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement.
Item 1M - Page 7
Revised 2.9.22 4
Section 7. S CHEDULE FOR DELIVERY.
The time of Supplier ’s performance is of the essence for this Agreement. The Goods will be delivered in accordance with the schedule set forth in Exhibit “ A.” Supplier must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule.
In addition to any other rights City may have under this Agreement or at law, Supplier shall pay City the sum of $ 0.00 per item of Goods for each calendar day for which the item of Goods is unavailable beyond the scheduled delivery date(s) specified in Exhibit “ A”. In the event that the Goods is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s).
Section 8. T AXES.
Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remune ration of its employees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier . In addition, all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Supplier . Supplier will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder.
Section 9. I NDEPENDENT CONTRACTOR.
Supplier enters into this Agreement as an independent contractor and not as an employee of City. Supplier shall have no power or authority by this Agreement to bind City in any respect.
Nothing in this Agreement shall be construed to be inconsistent with this relationship or status.
All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of City. City shall not be obligated in any way to pay any wage claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement.
Section 10. T ITLE AND RISK OF LOSS.
Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete satisfaction of City . Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then City shall have title to, and the right to take possession of, such Goods at any time following payment therefor. Risk of loss for any Goods which remains in the Item 1M - Page 8
Revised 2.9.22 5
possession of Supplier shall remain with Supplier until such Goods has been delivered or City has taken possession thereof. Supplier will have risk of loss or damage to Supplier ’s property used in the construction of the Goods but which does not become a part of the Goods.
Section 11. I NDEMNIFICATION.
A. To extent permitted by law, Supplier shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier , its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of damages, attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the City . Supplier’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
B. Supplier’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents , or volunteers shall be at Supplier’s own cost, expense , and risk.
Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against City or its officials, officers, employees, agents , or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse City and its officials, off icers, employees, agents , and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Section 12. I NSURANCE.
A. General. Supplier shall take out and maintain:
1. Commercial General Liability Insurance, of at least $1 ,000,000 per occurrence/ $2 ,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01;
2. Automobile Liability Insurance for bodily injury and property dam age including coverage for owned, non- owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto);
3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
____x_____ is not required;
4. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence. If Item 1M - Page 9
Revised 2.9.22 6
Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage.
The policies required under this Section shall give City, its officials, officers, employees, agents or volunteers additional insured status . Such policies shall contain a provision stating that Supplier’s policy is primary insurance and that any insurance, self- insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.
C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A -:VII, licensed to do business in California, and satisfactory to the City.
D. Evidence of Insurance . Supplier shall furnish City with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City .
All certificates and endorsements must be received and approved by the City before delivery commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated herein.
F. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods.
Section 13. L IENS.
Supplier, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Goods, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier , subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. Supplier will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims.
Item 1M - Page 10
Revised 2.9.22 7
Section 14. T ERMINATION OF AGREEMENT BY CITY.
A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, City may terminate Supplier’s right to proceed with the delivery of the Goods by written notice to Supplier.
In such event City may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered. If City’s cost of obtaining the Goods, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to City.
B. City may, for its own convenience, terminate Supplier ’s right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which City may have against Supplier , and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated.
C. On receipt of notice under this Section, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise,
1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods,
2. Unless otherwise directed by City , make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and
3. Deliver only such portions of the Goods which City deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site.
D. Upon termination pursuant to this Section, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to this Section.
Section 15. F ORCE MAJEURE
Supplier shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting Goods described herein if such failure or delay is due to a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters ; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Goods); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action, only to the extent such strikes and other organized labor action are beyond the control of Supplier and its subcontractors, of every tier, Item 1M - Page 11
Revised 2.9.22 8
and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. In the event of any such excused interference with shipments, City shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement.
Section 16. C ITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION A. Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Supplier, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Supplier or its successor, or for breach of any obligation of the terms of this Agreement.
B. Conflict of Interest. Supplier acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Supplier enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Supplier warrants that Supplier has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
C. Covenant Against Discrimination. In connection with its performance under this Agreement, Supplier shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Supplier shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Supplier certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Supplier activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Supplier is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
Section 17. M ISCELLANEOUS PROVISIONS.
A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose:
CITY:
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: City Manager
SUPPLIER:
Hi-Grade Materials Co.
17671 Bear Valley Rd
Hesperia, CA 92345
Attn: Lori Clifton
Such notice shall be deemed made when personally delivered or when mailed, forty - Item 1M - Page 12
Revised 2.9.22 9
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City , which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City.
C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
D. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
E. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.
G. Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys’ fees.
H. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.
I. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
J. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party.
K. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
L. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
M. City’s Right to Employ Other Supplier s. City reserves its right to employ other contractors in connection with the Goods.
Item 1M - Page 13
Revised 2.9.22 10
N. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing.
O. Electronic Signature. Each Party acknowledges and agr ees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. [SIGNATURES ON FOLLOWING PAGE]
Item 1M - Page 14
Revised 2.9.22 11
SIGNATURE PAGE TO GOODS PURCHASE AGREEMENT (A9248)
BETWEEN THE CITY OF PALM SPRINGS
AND HI-GRADE MATERIALS CO.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No. ________
APPROVED AS TO FORM: ATTEST:
By: _____________________________ By: _____________________________ City Attorney City Clerk
APPROVED:
By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1M - Page 15
Revised 2.9.22 12
EXHIBIT “A”
CONTRACTOR’S
GOODS SPECIFICATIONS
Including
Schedule of Performance
[ATTACHED]
Item 1M - Page 16
Revised 2.9.22 13
1.1 Scope:
A. The scope of services consists of providing concrete products (Work) to various Palm Springs locations on an as -needed basis. The Contractor shall provide all supervision, labor, materials, supplies, transportation, equipment, tools, and consumables necessary to furnish and deliver concrete products throughout the City. This IFB does not cover construction or modifications.
B. Contractor shall supply Concrete Products, e.g. various other concrete products to be delivered on demand. Wet mix concrete material will be needed at various locations from time to time. Concrete material for these locations will be used mostly for sidewalks and/or sidewalk repairs, slabs, footings, and ADA ramps. Some repairs will also be made to parking lots. This bid solicitation will not be used to fulfill large requirements for concrete services. Quantities needed are estimated amounts only and may be increased/decreased as much as 50% during the contract period.
Estimated usage of concrete material for sidewalks, slabs, footing and ADA ramps, and/or sidewalk repairs will range from approximately one (1) yard to ten (10) yards per designated area requiring service. Enough material should be always available so that minimum deliveries can be made immediately, if needed.
C. Components of “Basic Ready-Mix Concrete” are the following:
• Portland Cement
• Water
• Aggregates (rock and sand)
D. A properly designed ready mix concrete mixture possess good workability when fresh and solid durability and strength when hardened. Such a mixture contains approximately 10% -15% cement, 60% -75% aggregate and 10% -15% water, with entrained air often ranging from 3%-5%.
E. Contractor must be able to deliver supplies/items ordered on a scheduled day between the hours of 5:00 a.m. to 2:00 p.m.
F. Contractor must be able to deliver supplies as needed.
G. All materials must be a final grade product Drivers must cooperate with dumping needs or will not be allowed to dump their materials.
H. Materials that do not meet specifications will not be accepted at the delivery site.
2.2 Adjustment of Services:
The City reserves the right to reduce or increase, or otherwise adjust the scope of services.
2.3 Pricing:
1. The pricing included in this Contract shall be firm for the first year.
2. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino-Ontario Areas.
3. The City will only pay for the items listed on the bid form, and permit and disposal fees. This does not include access to public utilities. Contractor must incorporate all Item 1M - Page 17
Revised 2.9.22 14
of its costs in its unit bid prices, including but not limited to labor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck charges, service call charges, parking, delivery, portal -to-portal charges, environmental fees, shop supplies and consumable incidental materials. The City will not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items.
2.4 Payment:
The resulting contract for these services is an on -call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a time and material basis as outlined in the Invoicing Section.
2.5 Invoicing:
Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for the actual hours worked at the rates shown in the contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual cost with receipts required with allowable markup as outline in the contract. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to:
Item 1M - Page 18
Revised 2.9.22 15
EXHIBIT “B”
FEE SCHEDULE
[ATTACHED]
Item 1M - Page 19
Revised 2.9.22 16
Item 1M - Page 20
ATTACHMENT F
BID FORM
INVITATION FOR BIDS IFB 23-09
CONCRETE PRODUCTS
Responding to t his IFB for concrete products on an as-needed basis, the undersigned bidder proposes and agrees to provide the services and work in acco rdance with t he specifications.
Bidder proposes and agrees to furnish all labor, equipment, materials, superv ision, and service necessary to comp lete said Work in accordance with the Specifications of the City of Palm Springs and will accept as full payment therefore, the following unit cost amounts. The City of Palm Springs will not accept any additional charges, fees, etc. that are not already included or incorporated in the below unit costs.
ESTIMATED UNIT PRICE SUBTOTAL
ITEM DESCRIPTION UNIT QUANTITY
1 Wet Mix Concrete - 3000 PSI Cu. Yd
$\3\ .cx::, (delivered to Job Site inside City 100 $ \~, 100 .00 Limits\
2 Wet Mix Concrete - 3500 PSI Cu. Yd
(delivered to Job Site inside City 100 th~S .oo $1'!> , '500 . 00 Limits)
3 Wet Mix Concrete - 4000 PSI Cu. Yd
(delivered to Job Site inside City 100 $1!,<'\.oo 111~,"100 . 00 Limits)
4 Wet Mix Concrete - 4500 PSI Cu. Yd
(delivered to Job Site inside City 100 S lt.'?,.o o 111+, 3 00. 00 Limits\
5 Calcium chlor ide EA 10 :U 3:, . S1o i{ '3:,:, .1.,0
6 Fiber me sh EA 100 "$7 .oo 1>7 00 -0 t>
7 Retarder EA 100 $ :2. ,g'O '$2.~ .oo
8 Stand Bv Time EA 50 ;s 2. . 00 :ii \00 · 00
9 Environme ntal/Enerav Surcharae EA 100 $00 .00 c.'l;l "3 ,000.00 10 Fuel Surcharae EA 100 '$ '?O, tO :it'S,000 , 00
11 Mileaae Charae EA 100 $$ .oo $"8'00 ,0o
TOTAL $<.:6.0\3 .loo
•Please note : This bid form is to determine the lowest bidder and will be used to establish the contract unit prices. The contract value will be set at the City budget amount.
Firm Name:_ ..... f:-l...i.....:...., _- ...;::G=-r_ c;;;;:;..,=,...._l-e,.___...._Cy\~s;s.:A:..,._--t..=.,.I"_· ""'<,UJc,,, 1 :...L..,G_ . ____ _
Signature of Authorized Person: ----'~""'· .... ·~---· -4.l>~.,l,-<I,~--------- Revised 2.9.22 17
Item 1M - Page 21
Printed Name: ___ L_ u_v?-:, ........ ·__,.(_J=-.;.•--4-H_._c;;;.Y"\~--------- Title: -~5-to<:;.l.,..,_u"'"~--=---'-t----°'_)_,,__+-( _ J;-4-=<-A...'""""',,1..-e= c0= '·'::::._,._,__,,-;..:::::_ _______ _ Date: ___ _,l-:Cl=---_ \_,_l _----=..:i,.....::........:0::.__::L_ ;;i. _______ ___ _
ATTACHMENT B
Item 1M - Page 22
Item 1M - Page 23
ATTACHMENT D
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
INVITATION FOR BIDS IFB 23-09
CONCRETE PRODUCTS
THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR BID Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies , trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions.
Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensur ing that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.
Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome.
When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.
Item 1M - Page 24
What Must I Disclose?
A. The names of all natural persons who are officers , directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants , etc.).
Note: (1) only trusts or other organizations that are not the fiduciaries , (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers , trustees, etc., of the second entity must be disclosed).
B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney .
What if I Have Questions?
PENALTIES
Falsification of information or failure to report informat ion required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructions with an example following the form shou ld you need further clarification.
Item 1M - Page 25
1 . Name of Entity
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
<Z_clP V1 ~ -
2. Address of Entity (Principal Place of Business)
I lo 7 (.,__ L Q ol I- ::;J(:U/'-4 · (~ UA
3. Local or California Address (if differe. t than' #2) V '3 '6 o SD OV\ v 0- '::::::, t-v-e-e t- 'TY\ cli o
4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? D Yes D No
5. Type of Entity
N Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
- ~- o"-· V"\---=v"'-'1'-h_.:_:''=1\_l)J.....<:....·'--'{._-±v,__v_-_- ___ ~ Officer [ll Director D Member D Manager [name] D General Partner D Limited Partner
Other __________ _
- ~\-t~_c"_"_v_,=~-1..)-"'- ~--· _ljv~ 'y-(__--- D Officer GS! Director D Member D Manager [name] D General Partner D Limited Partner
D Other __________ _
_ l.-_ 0_,Z_1_(-)_._L_('_,_f_~ __ \." ____ [21'.Officer D Director D Member D Manager [name] D General Partner D Limited Partner
D Other __________ _
Item 1M - Page 26
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.
(\I\ Joy i 1, le . -:1' UV\o;::!1,"'"' LY ~ \rt'.- iT v ---1 ~ -H'-e 9 8'1o H-1 - 0 v-e-le /
[name of owner/invest ~ ] '\
1 [percentage of beneficial interest in entity and
Jo VI~ -n 0 . now 1-Ci m , J vl, Lf name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/ investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date ~-~~
L OVL,' cl l ·tb1 \ 1{ U\,1__+1,•~J1.._;L('CccJ.L1r--..
Item 1M - Page 27
1 ,,..
~-.
CITY OF INDIO
100 CIVIC CENTER fvlALL
INDIO, CALIFORN IA 92201
HI-GRADE MATERIALS CO
HI-GRADE MATERIA LS CO
17671 BEAR VALLEY ROAD
HESPER IA, CA 92345
Business License Officer
II
.
I
CITY OF INDIO
100 CIVIC CENTER MALL
INDIO, CALIFORNIA 92201
HI-GRADE MATERIALS CO
HI-GRADE MATERIALS CO
17671 BEAR VALL EY ROAD
HESPERIA , CA 92345
Business License Officer
2022
2022
License Copy
Li cense Number
Issue Dale
Expiration Date
Category
Type
NAICS
Business Account Number
Business Phone Number
Parcel Number
Business License
25142
08/08/2022
08/08/2023
RETA IL STORE S
BUILD ING MATERIALS STORE
5085
23787
760-244-9 325
Please Post in a Conspicuous Place
License Number
Issue Date
Expiration Date
Category
Type
NAICS
Business Account Numb er
Business Phone Number
Parcel Number
Business License
25142
08/08/2022
08/08/20 23
RETAIL STORES
BUILDING MATER IALS STORE
5085
23787
760-244-9325
Please Post in a Conspicuous Place
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
AWARD OF A CONSTRUCTION CONTRACT TO GRANITE CONSTRUCTION COMPANY, A CALIFORNIA CORPORATION, IN THE AMOUNT OF $6,962,696 AND A PURCHASE ORDER TO DUDEK INC., IN THE AMOUNT OF $170,000, FOR THE 2022 PAVEMENT REHABILITATION, CITY PROJECT NO. 22-08 RECOMMENDATION:
Award a construction contract to Granite Construction Company, a California corporation, in the amount of $6,962,696 for the 2022 Pavement Rehabilitation, City Project 22-08; and,
1. Authorize the Interim City Manager to approve a purchase order with an ‘on-call’ firm, Dudek Inc., for construction management and inspection services in the amount of $170,000 for the 2022 Pavement Rehabilitation, City Project 22-08; and
2. Authorize the Interim City Manager to execute all necessary documents. 3.
Attachments
Item 1N
CITY COUNCIL STAFF REPORT
DATE: OCTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: AWARD OF A CONSTRUCTION CONTRACT TO GRANITE
CONSTRUCTION COMPANY, A CALIFORNIA CORPORATION, IN THE
AMOUNT OF $ 6,962,696 AND A PURCHASE ORDER TO DUDEK INC., IN THE AMOUNT OF $170,000, FOR THE 202 2 PAVEMENT
REHABILITATION, CITY PROJECT NO. 22-08
FROM: Teresa Gallavan, Interim City Manager
BY: Engineering Services Department
SUMMARY:
Approval of this item will award a contract to Granite Construction Company for the construction of the 2022 Pavement Rehabilitation, City Project 22- 08, and approve ‘on- call’ consultant services for project management and inspection.
RECOMMENDATION:
1. Award a construction contract to Granite Construction Company, a California corporation, in the amount of $6,962,696 for the 2022 Pavement Rehabilitation, City Project 22-08; and,
2. Authorize the Interim City Manager to approve a purchase order with an ‘on-call’ firm, Dudek Inc., for construction management and inspection services in the amount of $170,000 for the 2022 Pavement Rehabilitation, City Project 22-08; and
3. Authorize the Interim City Manager to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
The Public Integrity Disclosure Form for Granite Construction Company is included as Attachment A and Dudek Inc. as Attachment B.
STAFF ANALYSIS:
On July 28, 2022, City Council approved the plans, specifications, and estimates (PS&E) for the proposed street paving project. The project consists of pulverization and asphalt Item 1N - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Award 2022 Pavement Rehabilitation Project
concrete paving of roughly two million square feet within 76 street sections. This project was advertised for bidding in T he Desert Sun, industry plan rooms and the PlanetBids electronic bid system on August 25, 2022. The estimated cost was $6,000,000. On Thursday, September 22, 2022, three bids were received:
Company Location Bid Amount
Granite Construction Company Indio, CA $6,962,696
Matich Corporation San Bernardino, CA $6,999,725
ATP General Engineering San Diego, CA $7,260,845
Construction Management, Inspection and Material Testing Services
On June 25, 2020, City Council approved agreements with five firms for ‘on- call’ construction management and inspection services. Staff solicited proposals from these on-call firms for the required construction inspection services. A request for proposals was solicited for using PlanetBids on August 30, 2022. The estimated cost was $200,000.
On Thursday, September 29, 2022, two complete proposals were received along with one incomplete:
Company Location Bid Amount
Dudek Inc. Encinitas, CA $170,000
Southstar Engineering & Consulting Inc. Riverside, CA $402,884 Note: Berg & Associates, Inc submitted an incomplete proposal by the deadline.
Bid Analysis
The bid documents submitted were reviewed and it was determined that Granite Construction Company complied with the instructions to bidders and has submitted the lowest responsive and responsible bid at $6,962,696. It is recommended that the project be awarded to Granite. The proposed agreement is included as Attachment C.
For the construction management and inspection services, Dudek Inc. provided the lowest responsive and responsible proposal at $170,000. Staff recommends that the City Manager authorize the issuance of a purchase order with Dudek Inc.
Local Business Preference Compliance
Section 7.09.030 of the Palm Springs Municipal Code (“PSMC”), “Local Business Preference Program”, requires prime contractors to use good faith efforts to sub-contract the supply of materials and equipment to local business enterprises and to sub- contract services to businesses whose work force resides within the Coachella Valley. Granite Construction Company is considered a local business and has demonstrated sufficient evidence of good faith efforts to subcontract the supply of materials to local businesses.
Item 1N - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Award 2022 Pavement Rehabilitation Project
ENVIRONMENTAL ASSESSMENT:
Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act (“CEQA”). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA. In response to that ma ndate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15301(c) “Existing Facilities,” Class 1 projects consist of operation, repair, and maintenance of existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities; therefore, the 2022 Pavement Rehabilitation, City Project No. 22 -08, is considered categorically exempt from CEQA, and a Notice of Exemption has been filed and recorded with the Riverside County Clerk.
ALIGNMENT WITH STRATEGIC PLANNING:
This item aligns with City Council Priority “Community Infrastructure”, specifically 3B, “Accelerate Street Paving.”
FISCAL IMPACT:
The Project is being funded by Measure J Funds. Anticipated project Costs are shown in Table 1 below.
Table of Project Costs Amount
Measure J Funds Budgeted $6,000,000
Design Costs ($3,300)
Project Administration ($24,000)
Construction Administration/Inspection ($170,000)
Construction Contract ($6,962,696)
Balance Remaining ($1,159,996)
An additional $1,160,000 in Measure J funding (Account 2603080- 80000) is needed to successfully deliver this project. Staff has requested the additional funding from the Measure J Commission. The Commission will consider Staff’s request at their meeting of October 20, 2022.
REVIEWED BY:
City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
Interim City Manager: Teresa Gallavan
Item 1N - Page 3
City Council Staff Report
October 27, 2022 -- Page 4
Award 2022 Pavement Rehabilitation Project
ATTACHMENTS:
A. Public Integrity Disclosure Form – Granite Construction Company B. Public Integrity Disclosure Form – Dudek Inc.
C. Draft Agreement - Granite Construction Company
Item 1N - Page 4
Attachment A
Item 1N - Page 5
Item 1N - Page 6
Item 1N - Page 7
Item 1N - Page 8
Attachment B
Item 1N - Page 9
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
2. Address of Entity (Principle Place of Business)
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
If other than California, is the Entity also registered in California? Yes No
5. Type of Entity
Corporation Limited Liability Company Partnership Trust Other (please specify)
6. Officers, Dir ectors, Members, Managers, Trustees, Other Fid uciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other ent ity
_______________________________________________ Officer Director Member Manager [name]
General Partner Limited Partner
Other _______________________________
_______________________________________________ Officer Director Member Manager [name]
General Partner Limited Partner
Other _________________________________
______________________________________________ Officer Director Member Manager [name]
General Partner Limited Partner
Item 1N - Page 10
Other _______________________________
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor]
[percentage of beneficial interest in
entity and name of entity]
B.
[name of owner/investor]
[percentage of beneficial interest in
entity and name of entity]
C.
[name of owner/investor]
[percentage of beneficial interest in
entity and name of entity]
D.
[name of owner/investor]
[percentage of beneficial interest in
entity and name of entity]
E.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title
Date
Item 1N - Page 11
Attachment C
Item 1N - Page 12
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 1
AGREEMENT
(CONSTRUCTION CONTRACT)
THIS AGREEMENT made this day of , 2022, by and between the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the City, and Granite Construc tion Company hereinafter designated as the Contractor.
The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1 -- THE WORK
For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to furnish all materials and perform all work required to complete the Work as specified in the Contract Docu ments, and as generally indicated under the Bid Schedule(s) for the Project entitled:
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
The Work comprises, as deta iled within the contract docu ments of: Reconstruction and overlay of approximately 1,980,000 square feet, inclusive of 76 street segments, in various locations throughout the City of Palm Springs including: recording, preservation and resetting of existing and new survey monuments; pulverization of existing asphalt concrete pavement; full depth milling of existing asphalt concrete pavement; unclassified excavation (export); preparation of subgrade; asphalt concrete paving; adjustment of sewer manholes and water valves to grade; removal and replacement or installation of concrete curb ramps; construction of concrete cross gutters; traffic striping and markings; construction of a new masonry retaining wall and stucco; and all other appurte nant work. The work shall be diligently prosecuted to completion before the expiration of 100 Working days.
ARTICLE 2 -- COMMENCEMENT AND COMPLETION
The Work to be performed und er this Contract shall commence on the date specified in the Notice to Proceed by the City, and the Wo rk shall be fully completed within the time specified in the Notice to Proceed.
The City and the Contractor recognize that time is of the essence of this Agreement, and that the City will suffer financial loss if the Work is not completed within the time specified in Article 2, herein, plus any extensions thereof allowed in accordance with applicable provisions of the Standard Specifications, as modified herein. The parties also recognize the delays, expense, and difficulties involved in proving in a legal pr oceeding the actual loss suffered by the City if the Work is not completed on time. Accordingly, instead of requiring any such proof, the City and the Contractor agree that as liquidated damages or delay (but not as a penalty), the Contractor shall pay the City the sum specified in Section 6-9 of the Special Provisions for each calendar day that expires after the time specified in Article 2, herein. In executing the Agre ement, the Contractor acknowledges it has Item 1N - Page 13
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 2
reviewed the provisions of the Standard Specif ications, as modified herein, related to liquidated damages, and has made itself aware of the actual loss incurred by the City due to the inability to complete the Work within the time specified in the Notice to Proceed. This Section does not exclude recovery of other damages specified in the Contract Documents.
Liquidated damages may be deducted from pr ogress payments due C ontractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor.
ARTICLE 3 -- CONTRACT PRICE
The City shall pay the Contractor for the comp letion of the Work, in accordance with the Contract Documents, in current funds the Contract Price(s) named in the Contractor's Bid Proposal and Bid Schedule(s), and any duly authorized Cons truction Contract Change Orders approved by the City. The amount of the initial contract award in accordance with the Contractor’s Bid Proposal is six million nine hundred sixty-tw o thousand six hundred ninety-six ($6,962,696).
Contractor agrees to receive and accept the prices set forth herein, as full compensation for furnishing all materials, performing all wo rk, and fulfilling all ob ligations hereunder.
Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the Work during its progress or prior to its acceptance including those for well and faithfully completing the Work and the whole thereof in the manner and time specified in the Contract Documents; and, also including those arising from actions of the elements, unforeseen difficulties or obstructi ons encountered in the prosecution of the Work, suspension of discontinuance of the Work , and all other unknowns or risks of any description connected with the Work.
ARTICLE 4 -- THE CONTRACT DOCUMENTS
The Contract Documents consist of the Notice Inviting Bids, In structions to Bidders, the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations, the accepted Bid and Bid Schedule(s), List of Subcontractors, Local Business Preference Program – Good Faith Efforts, Non-Discrimination Certification, Non- Collusion Declaration, Bidder 's General Information, Bid Se curity or Bid Bond, this Agreement, Worker's Compensation Certific ate, Performance Bond, Payment Bond, Standard Specifications, Special Provisions, the Drawings, Addenda issued during bidding (if any), and all Construction Contract Change Orders and Work Change Directives which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto.
ARTICLE 5 -- MUTUAL OBLIGATIONS
For and in consideration of the payments and agreements to be made and performed by the City, the Contractor agrees to furnish all materials and perform all work required for the above stated project, and to fulfill all other obligations as set forth in the aforesaid Contract Documents. City hereby agrees to employ, and does hereby employ, Contractor to provide the materials, complete the Work, and fulfill the obligations according to the terms and Item 1N - Page 14
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 3
conditions herein contained and referred to, for the Contract Price herein identified, and hereby contracts to pay the same at the time, in the manner, and upon the conditions set forth in the Contract Documents.
Contractor specifically acknowledges and agrees to be bound by the Wage Rates and Labor Code requirements specified in the Contract Documents, including the requirement to furnish electronic certified payroll records directly to the Labor Commissioner (via the Division of Labor Standards Enforcement), and shall pay the general prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations of the State of California.
ARTICLE 6 -- PAYMENT PROCEDURES
The Contractor shall submit Applications fo r Payment in accordance with the Standard Specifications as amended by the Special Provisions. Applications for Payment will be processed by the City Engineer as provided in the Contract Documents.
ARTICLE 7 -- NOTICES
All notices shall be in writin g and either served by personal delivery or mailed to the other party. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contract or designates another address in writing for service of notice. Noti ce to the City sha ll be addressed to t he City as designated in the Notice Inviting Bids unless the Cit y designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledge d in writing by th e receiving party.
ARTICLE 8 -- INDEMNIFICATION
The Contractor agrees to indemnify and hold harmless the City, and all of its officers and agents from any claims, demands, or causes of action, including related expenses, attorney’s fees, and costs, based on, arising out of, or in any way related to the Work undertaken by the Contractor hereunder. This Article 8 incorporates the provisions of Section 7-15 “Indemnification,” of the Special Provisions, which are hereby referenced and made a part hereof.
ARTICLE 9 -- PREVAILING WAGES
Contractor agrees to fully comply with all applicable federal and state labor laws including, without limitation California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws"). Co ntractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
Item 1N - Page 15
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 4
Contractor specifically a cknowledges and agrees to be bound by the Wage Rates and Labor Code requirements specified in the Contract Documents, including the requirement to furnish electronic certifie d payroll records directly to the Labor Commissioner (via the Division of Labor Standards En forcement), and shall pay the general prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations of the State of California.
ARTICLE 10 -- CONFLICT OF INTEREST
Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial inte rest in this Agreement, nor s hall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
ARTICLE 11--NON-DISCRIMINATION
In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employm ent because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e. , place of origin, immigration status, cultural or linguistic characteristics, or et hnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensur e that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certif ies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not lim ited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; la yoff or termination; rates of pay or other forms of compensation; and sele ction for training, in cluding apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
ARTICLE 12 -- MISCELLANEOUS
Terms used in this Agreement which are defined in the Standard Specifications and the Special Provisions will have the meanings indicated in said Standard Specifications and the Special Provisions. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifical ly, but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.
Item 1N - Page 16
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 5
The City and the Contractor each binds itself, its partners, successors, assigns, and legal representatives, to the other party hereto, its partners, successors, assigns, and legal representatives, in respect of all covenants, agreements, and obligations contained in the Contract Documents.
Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.
ARTICLE 13 – PROJECT LABOR AGREEMENT
13.1 Generally
The Work is subject to the City’s Community Workforce Agreement dated August 31, 2021 (“CWA” or “Project Labor Agreement” or “PLA”), a copy of which is on file with the City, available upon request, and incor porated herein by reference as if fully set forth herein.
Contractor and all subcontractors of Contractor of any tier shall at all times comply with the requirements of the PLA in the prosecution of the Work. Contractor has executed or agrees to execute and be bound by the term s of the PLA either directly or through the Letter of Assent (a form of which is attached to the PLA as "Attachment A" and referred to herein as the “LOA”), and Contractor shall furnish evidence of compliance with the same to City prior to the commencement of any Work. Contractor further agrees to require, or has already required, each of its subcontractors, of whatever tier, to agree in writing in the form of a LOA to be bound by each and every provision of the PLA prior to the commencement of Work or at the time of such subcontract, whichever occurs first.
13.2 Subcontractors
Contractor shall include and shall require all of Contractor’s subcontractors of any tier to include, contractual provisions in all contracts they enter into for the performance of the Work, requiring each subcontractor, of every tier, who furnishes any labor for the performance of Work, to comply with the provisions of the PLA at no additional cost.
13.3 Condition of Payment
Compliance by Contractor and all of Contra ctor’s subcontractors of any tier with the requirements of the PLA shall be a condition of Contractor’s right to payment under this Agreement.
13.4 Reformation
Any requirement currently set forth in, or hereafter developed, adopted or implemented pursuant to the terms of the PLA, that is applicable to the Project, that is not set forth herein or that is by mistake incorre ctly stated, shall be deemed to be inserted in this Agreement and shall be read and enforced as though it were included herein; and, if through mistake or otherwise any such requirement is not inserted or if inserted and requires correction, then upon request of either party th is Agreement shall forthwit h be amended to make such insertion or correction.
Item 1N - Page 17
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 6
13.5 Conflicts
In the event of a conflict between the PLA and any other provisions of the Contract Documents, the PLA shall control.
13.6 Costs of Compliance
Contractor represents and warrants that it has included in its bid all costs of compliance with the requirements of this Section 13.
13.7 Not a Limitation
The requirements of this Section 13 are in addi tion to, and not a limitation upon, the other applicable provisions of the Contract Documents.
SIGNATURES ON NEXT PAGE
Item 1N - Page 18
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 7
IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written.
CITY OF PALM SPRINGS,
CALIFORNIA
By
Teresa Gallavan
Interim City Manager
ATTEST:
By
Brenda Pree
City Clerk
APPROVED AS TO FORM:
By
Jeffrey S. Ballinger
City Attorney
RECOMMENDED:
By
Joel Montalvo, P.E.
City Engineer
APPROVED BY THE CITY COUNCIL:
Date
Agreement No.
Item 1N - Page 19
55575.18165\34351901.2
2022 PAVEMENT REHABILITATION
CITY PROJECT NO. 22-08
AGREEMENT FORM
AGREEMENT AND BONDS - PAGE 8
CONTRACTOR
B y :
Firm/Company Name
By:
Signature (notarized)
By:
Signature (notarized)
Name:_ Name:_
Title:_ Title:_
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
(This Agreement must be signed in the above
space by one having authority to bind the
Contractor to the terms of the Agreement.)
State of )
County of )ss
(This Agreement must be signed in the above space
by one having authority to bind the Contractor to the
terms of the Agreement.)
State of )
County of )ss
On
before me,
personally appeared
who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies),
and that by his/her/their signatures(s) on the
instrument the person(s), or the entity upon
behalf
of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature:
Notary Seal:
On
before me,
personally appeared
who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies),
and that by his/her/their signatures(s) on the
instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature:
Notary Seal:
Item 1N - Page 20
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
APPROVE SERVICE AGREEMENT NO. A9230 WITH DOWNTOWN SHELL FOR
VEHICLE MAINTENANCE AND REPAIR SERVICES
RECOMMENDATION:
Approve Contract Services Agreement A9230 with Downtown Shell to provide vehicle maintenance and repair services for a three-year term in an amount not to exceed $300,000, beginning October 27, 2022 through October 26, 2025, with two one-year extension options at the City’s sole discretion.
1. Authorize the Interim City Manager or their designee to execute all necessary documents.
2. Attachments
Item 1O
CITY COUNCIL STAFF REPORT
DAT
E: OCTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: APPROVE SERVICE AGREEMENT NO. A9230 WITH DOWNTOWN
SHELL FOR VEHICLE MAINTENANCE AND REPAIR SERVICES
FROM: Teresa Gallavan, Interim City Manager
BY: Department of Maintenance and Facilities
SUMMARY:
Thi
s action will approve a three-year agreement with two one-year options with Downtown Shell in an amount not to exceed $300,000 for vehicle maintenance and repair services.
RECOMMENDATION:
1. Appr
ove Contract Services Agreement A9230 ( Attachment A ) with Down town Shell to provide vehicle maintenance and repair services for a three- year term in an amount not to exceed $300,000, beginning October 27, 2022 through October 26, 2025, with two one-year extension options at the City’s sole discretion.
2. Authorize the Interim City Manager or their designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
Ac
cording to the Public Integrity Disclosure form ( Attachment B ) submitted on September 20, 2022, Downtown Shell is a sole proprietor. The owner is George Yousef with 100% beneficial interest in entity.
STAFF ANALYSIS:
The c
ontract with Downtown Shell is an on-call, as-needed type contract. The bids were used to determine the lowest, responsive, responsible bidder and to set the unit rates for the contract; however, the actual amount of the contract is based on the budgeted amount set by the Department and will therefore not match the bid amounts.
An Invitation for Bids (IDB 23-06) was initiated by the City’s Procurement and Contracting Department on August 29, 2022, based on the Department Maintenance and Facilities ’ Item 1O - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Award Vehicle Maintenance and Repair Services
specifications. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. Two bids were received by the September 20, 2022, deadline as follows:
Vendor Bid
Downtown Shell $131,197.00
Palm Springs Motors $144,935.00
The contract is for three years with two one- year options for renewal. The unit pricing is fixed for the first year and subject to a CPI increase in the following years. Staff recommends approval of Contract Services Agreement No. A9230 with Downtown Shell for the initial three-year term in the amount not to exceed $300,000 effective October 27, 2022 through October 26, 2025, subject to two one- year optional renewals at the sole discretion of the City.
ENVIRONMENTAL ASSESSMENT
:
The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contract for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
Approval of this action supports City Council priority 3A, Community Infrastructure – Improve City Facilities.
FISCAL IMPACT:
Sufficient funds are budgeted and available in Fiscal Year 2022 -23 in the Department of Maintenance and Facilities Account 5106560-50105.
Item 1O - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Award Vehicle Maintenance and Repair Services
REVIEWED BY:
Acting Deputy Department
Director:
Daniel Martinez
Procurement Manager: Kim Baker
Interim City Manager: Teresa Gallavan
ATTACHMENTS:
A. Agreement No. A9230
B. Public Integrity Disclosure
Item 1O - Page 3
ATTACHMENT A
Item 1O - Page 4
Revised 2.9.22 Page 1 of 21
CONTRACT SERVICES AGREEMENT A9230
VEHICLE MAINTENANCE AND REPAIR SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 27, 2022, by and between the City of Palm Springs , a California charter city and municipal corporation (“City”), and DOWN TOWN SHELL , a sole proprietor, (“Contractor”).
City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.
RECITALS
A. City requires the services of a licensed and qualified fi rm t o provide vehicle inspection, maintenance, repairs, and testing services on an as-needed basis, (“Project”).
B. Contractor has submitted to City a proposal to provide vehicle inspection, maintenance, repairs, and testing services, to City under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of Contractor for the Project.
NOW, THE REFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consider ation, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scope of Services . In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the S ervices shall be performed in a competent, professional, and satisfactory manner consistent with the l evel of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently pract icing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law . Contract or sha ll comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules , and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
Item 1O - Page 5
Revised 2.9.22 Page 2 of 21
1.3 Licenses and Permits . Contractor shall obtain at its sole cost and expense su ch licenses, permits, and approvals as may be required by law for the performance of the S ervices required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon s chedule of performance set forth in Exhibit “A .” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Cont ractor to any additional compensation regardless of the P arty responsible for the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance wi th the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $300,000.00.
3.2 Method of Payment . In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreeme nt, within thirty (30) days of receipt of Contractor’s invoice.
3.3 Changes . In the event any change or changes in the Services is reque sted by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents , work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additiona l services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City C ouncil of City for each fiscal year . If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.
Item 1O - Page 6
Revised 2.9.22 Page 3 of 21
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of perform ance set forth in Exhibit “A .” Any time period extension must be approved in writing by the Contract Officer.
4.3 Force Majeure. The time for performance of S ervices to be rendered under this Agreement may be exten ded because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the W ork); and (4) pandemics, epidemics or quarantine re strictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and or ders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the S ervices for the period of the enforced delay when and if , in the Contract Officer’s judgme nt, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the P arties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the fore going, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement s hall continue in full force and ef fect for a period of three years , commencing on October 27, 2022, and ending on October 26, 2025, unless ext ended by mutual written agreement of the Parties.
4.5 Termination Prior to Expiration of Term . City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor . W here termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of terminati on, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all S ervices rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for ter mination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor , who shall be liable for the full cost of the City's c orrective action.
Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
Item 1O - Page 7
Revised 2.9.22 Page 4 of 21
5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions i n its behalf with respect to the specified Services: George Yousef (name), Owner (title). It is expressly understood that the experience, knowledge, educati on, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the S ervices under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall b e the City M anager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the per formance of the S ervices. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or A ssignment. The experience, knowledge, education, capability, and reputation of Contract or, it s pr incipals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or ent ity to perform any S ervices required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all pr ovisions sti pulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of i ts subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.
5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode , or means by which Contractor , its agents or employees, perform the Services required, except as otherwise s pecified. Contractor shall perform all required Services as an independent contractor o f City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor ’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limi ted to: social security taxes, income tax withholding, unemployment insurance, and workers ’ compensation insurance. Contractor shall not have any authority to bind City in any manner.
5.5 Personnel. Contractor agrees to assign the following individuals t o perform the services in this Agreement. Contractor shall not alter the assignment of th e following personnel Item 1O - Page 8
Revised 2.9.22 Page 5 of 21
without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to orde r the removal of any personnel assigned by Contractor by providing written notice to Contractor.
N ame: Title:
George Yousef Owner
5.6 California Labor Code Requirements.
A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates a nd the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the S ervices are being performed as part of an ap plicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemni fy and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upo n t he Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified p ayroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Secti on 1777.1).
B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of t he Project and require the same of any subcontractors , as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor ’s sole responsibility to comply with all applicable registration and labor compliance requirements.
6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers , employees, agents, and volunteers (collective ly the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, Item 1O - Page 9
Revised 2.9.22 Page 6 of 21
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injur ies to or d eath of persons (Contractor ’s employees included) , for damage to property, including property owned by City, for any violation of any federal, state, or local law or o rdinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions , or willful misconduct committed by Contractor, its officers, employees , representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties . Under no circumstances shall the insurance requirements and limits set forth in this Agreeme nt be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnifi ed Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.
7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’ s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, whic h is fully incorporated herein, Contractor’s indemnification obligation shall be lim ited to the extent which the C laims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor ’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the S ervices required by this Agreement, or as the Contract Officer shall require.
8.2 Records. Contractor s hall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the S ervices required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit , and make recor ds and transcripts from such records.
8.3 Ownership of Documents . All drawings, s pecifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.
Item 1O - Page 10
Revised 2.9.22 Page 7 of 21
8.4 Release of Documents . All drawi ngs, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular busines s hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessar y to examine, copy, audit, and inspect all accounting books, records, work data, docum ents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance wi th generally accepted accounting principles and shall clearly identify and make s uch items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and inte rpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim , or matter a rising out of or in relation to this Agreement shall be instituted in the Superio r Cour t of the County of Riverside , State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
9.2 Interpretation. This Agreemen t shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are con tractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the var ious sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver . No delay or omission in the exercis e of a ny right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.
9.4 Rights and Remedies are Cumulative . Except with resp ect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative . The exercise by either P arty of one or more of such rights or remedies shall not preclude the exercise by it, at the sam e or d ifferent times, of any other rights or remedies for the same default or any other default by the other Party.
Item 1O - Page 11
Revised 2.9.22 Page 8 of 21
9.5 Legal Action. In addition to any other rights or rem edies, either P arty may take legal action, in law or in equity, to cure, correct , or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non- judicial proceeding, the prevailing Party shall be entitled, in additio n to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees . No officer or employee of City shall be personally liable to the Contr actor, or any successor -in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any dir ect or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
10.3 Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not dis criminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., pla ce of origin, immigration status, cultural or linguistic characteristics, or ethn icity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in Item 1O - Page 12
Revised 2.9.22 Page 9 of 21
writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy- two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Down Town Shell
Attention: George Yousef
300 N. Indian Canyon Drive
Palm Springs, CA 92262
11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
11.3 Amendment. No amendments or other modifications of this Ag reement shall be binding unless through written agreement signed by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement s hall b e interpreted in such a manner as to be effective and valid under applicable law. In the even t that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability sh all not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.
11.5 Successors in Interest . This Agreement shall be binding upon and inure to th e benefit of the Parties’ successors and assignees.
11.6 Third Party Beneficiary . Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fu lly set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
11.8 Authority. T he persons executing this Agreement on behalf of the P arties warrant that they are duly author ized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
Item 1O - Page 13
Revised 2.9.22 Page 10 of 21
11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
Item 1O - Page 14
Revised 2.9.22 Page 11 of 21
SIGNATURE PAGE TO AGREEMENT (A9230) BY AND BETWEEN THE CITY OF PALM
SPRINGS AND DOWN TOWN SHELL
IN WITNESS WHEREOF, t he Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1O - Page 15
Revised 2.9.22 Page 12 of 21
EXHIBIT “A”
CONTRACTOR’S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Item 1O - Page 16
Revised 2.9.22 Page 13 of 21
1.1 Scope of Work:
A. Contractor shall furnish all necessary supervision, labor, tools, parts, equipment, and location required to perform vehicle inspections, maintenance, repairs, and testing services (Work) on as as-needed basis for all City of Palm Springs Light Duty Fleet.
B. Contractor shall perform routine repair service that inclu des, but not limited to, oil change & lube; tire rotation; work on brakes; suspension; heat/air conditioning systems; electrical system s; minor engine repair; California smog inspections; and other repairs nor mal and customary for maintenance of a commerci al Light Duty fleet.
C. Equipment Security: Contractor is responsible for the security of any units in its custody. Contractor is respons ible for all costs associated with correcting damage while the unit is in the Contractor’s custody.
D. Maintenance Scheduling and Completion Scheduling: The Fl eet Manager shall contact the Contractor to schedule vehicles due for service. The Contractor is responsible for the timely inspection and maintenance of the City’s vehicle, and the return of each unit to an in- service st atus. It is the expectation of the city that the Contractor have readily available any routine parts fluids, testing equipment, etc. that may be required to complete Preventative Maintenance services at the time service is scheduled to reduce out of service and down time.
E. T
he Contractor shall submit, as part of their proposal, copies of the service documentation they will use to inspect, maintain, repair and test city vehicles. This documentation shall demonstrate that the Contractor’s procedures meet or exceed the Contract-required levels of service. The original copies of all service documentation shall be submitted along with the invoice for payment. In addition to recording the results, findings and actions taken, the service documentation shall contain the following information:
1. Date services were performed
2. City Work Order Number
3. Name of the technician that performed the services
4. Location where services were performed
5. Mileage
6. Engine hours
7. Unit Designation
8. City Vehicle Number
9. Manufacturer
10. Make
11. Model
12. Odometer Reading In
13. Odometer Reading Out
Item 1O - Page 17
Revised 2.9.22 Page 14 of 21
14. Vehicle Identification Number (VIN); and
15. Engine Hours
F. Repair Approvals : Contractor shall have specific pre -approval from the Fleet Manager prior to completing repairs. In obtaining approval, the Contractor shall advise the Fleet Manager of the estimated cost of the repair work and the estimated time it will take to return the unit to an in-servi ce status. Any repairs performed without documented pre -approval authorization will be at the expense of the Contractor. The estimate shall include the following:
1. Estimated time
2. Parts cost
3. Part Numbers
G. Parts:
1. Parts Inventory:
a. Contractor shall maintain reasonable inventory levels at its facility to assure timely repair of the City’s vehicles.
b. The Contractor-supplied inventory shall remain the property of the Contractor upon completion of the Contract term.
c. Parts and materials shal l be on hand to complete scheduled maintenance prior to the actual service.
d. Mark-up on parts shall not exceed 10%.
e. Contractor shall show proof of mark-up on invoice.
2. Tires:
a. The City has existing contractual agreements in place with area tire vendors. The replacement of tires shall be the responsibility of the City .
b. Th e Contractor’s role in tire replacement is to recommend when tire replacement is necessary.
3. Contractor-Furnished Parts:
a. The Contractor shall include all parts used during the maintenance or service of a unit on the work order and specifically invoice the parts to the unit receiving the part. Parts should be listed by:
1. Part Number
2. Part Description
3. Unit Price of Part
H. Cores: The Contractor is responsible for managing core parts returns and adjustments. No core charge may be ap plied to a work order and invoiced to the city.
If the Contractor’s parts supplier denies a core charge, the Co ntractor m ay provide Item 1O - Page 18
Revised 2.9.22 Page 15 of 21
documentation verifying that denial, and a copy of the work order and an invoice requesting reimbursement for that denied co st. The information should be forwarded to the Fleet Manager.
I. Warranty Repairs: The Contractor shall notify the Fleet Manager when a warranty repair is required and work with the Fleet Manager to determine the best course of action. The Fleet Manager will determine if the Contractor is able to handle the warranty repair or if it is more appropriate for the repair to be handled by the warranting vendor. If the Contractor fails to acknowledge a warranty repair and/or notify the Fleet Manager prio r to proceeding with the repair, the Contractor shall be responsible for the labor and parts associated with the repair.
J. Contractor Repair Warranty: The Contractor shall warranty repairs for a period of not less than the manufacturer’s warranty for those parts replac ed and at least nin ety (90) days on other minor repairs. On major repairs, the Contractor shall warranty repairs for a p eriod of not less than the manufacturer’s warranty for both labor and parts. In the event the repair is a Contractor in- house rebuild, the warranty shall be for not less than one (1) year, 12,000 miles or 750 operating hours, whichever occurs first. For purposes of this Contract, a major repair is defined as one with a combined cost of parts and labor exceeding $1,000.
1.2 Insurance Requirements:
Contractor shall meet all insurance requirements of the City, including but not limited to, the provis ions of pers onal and prope rty liability, including automobile coverage, and Worker's Compensation, in limits acceptable to the City.
1.3 License Requirement:
Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through
3.96 entitled Business Tax;
1.4 Pricing:
1. The pricing included in this Contract shall be firm for the first year.
2. Th
e unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino-Ontario Areas.
3. The City will only pay for the items listed on the bid form. Contractor must incorporate all of its costs in its unit bid prices, including but not lim ited to la bor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck charges, fuel charges, service call charges, parking, delivery, portal-to- portal charges, environmental fees, shop supplies and consumable incidental materials. The C ity will not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items.
1.5 Invoicing:
Item 1O - Page 19
Revised 2.9.22 Page 16 of 21
Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the un it (contract) price. Contractor will be paid for the actual hours worke d at the rates shown in the contract. Par ts, materials, equ ipment, and subcontractor costs will be compensated at actual co st with recei pts requir ed with allowable markup as outline in t he contract. Contractor shall break out the line items on the invoice in accordance w ith the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contra ctor a re authorized. It sh all be the contractor’s responsibility to submit a correct invoice. The City shall not be respons ible for payment until a co rrect inv oice is received. The invoice shall be a ccompanied by receipts, dated, and signed by a City Employee, v erifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to: [email protected].
Item 1O - Page 20
Revised 2.9.22 Page 17 of 21
Item 1O - Page 21
ATTACHMENT F
BID FORM
INVITATION FOR BIDS IFB 23-06
VEHICLE MAINTENANCE AND REPAIR SERVICES
Respond ing to this IFB for vehicle inspections, maintenance, repairs, and testing services, the undersigned bidder proposes and agrees to provide the services and work in accordance with the specifica tions. Bidder proposes and agrees to furnish all labor, equipment , materials, supervision , and service necessary to complete said Work in accordance with the Specifications of the City of Palm Springs and will accept as full payment therefore, the following unit cost amounts . The City of Palm Springs will not accept any additional charges, fees, etc. that are not already included or incorporated 1n the below unit costs.
ITEM DESCRIPTION UNIT ESTIMATED UNIT PRICE SUBTO TAL QUANTITY 1 Mechanical Labor HR 500 119.00 59,500.00
2 Electrical Labor HR 300 119.00 35,700.00
3 4 Wheel Alianment EA 300 89.99 26,997.00
4 SmoQ Inspection EA 200 45.00 9,000.00
TOTAL 131,197.00
ITEI DESCRIPTION % MARK-UP
5 Parts and Materials (Enter vour % mark-up for parts & materials\ 15% I
'Please note: This bid form is to determine the lowest bidder and will be used to establish the contract unit prices. The contract value will be set at the City budget amount .
Certified by: George Yousef
Firm Name: Down Town Shell
Signature of Authorized Person : ----,.~-Yr..,..~½---=--- ------- Printed Name: George Yousef
Title: Owner
Date: 9/1/2022
Revised 2.9.22 Page 18 of 21
EXHIBIT “B”
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
Item 1O - Page 22
Revised 2.9.22 Page 19 of 21
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall p rocure and maintain public liability and property damage insurance against all claims for injuries agains t persons or damages to property resulting from Contractor’s performance under this Agreement.
Contractor shall procure and maintain all ins urance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurre ntly with its execution of this Agreement .
Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation l aws. Such insurance shall be kept in full force and effect during the term of this Agreement , incl uding any extensions. Such insurance shall not be ca ncelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officer s, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorse ments evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. M inimum Scope of Insurance . The minimum amount of insurance requir ed under this Agreement shall be as follows:
1. Comprehens ive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) c ombined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of a t least one million dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omiss ions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
____X____ is not required;
4. Workers’ Compensation insurance in the statutory amount a s required by the State of California and Employer’s Liability Insurance with limits of at least one mil lion dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contr actor’s insurance coverage shall be primar y with respe ct to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insur ance or self-insurance maintained by City and its respective elected officials, officers, empl oyees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s L iability I nsurance only, the insurer shall waive all rights of subrogation and Item 1O - Page 23
Revised 2.9.22 Page 20 of 21
contribution it may have again st City, its elected officials, offic ers, employe es, agents, and volunteers.
4. Errors and Omissions Coverage . If Errors & Omissions Insurance is required, and if Contractor provides claims made profes sional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completi on of Cont ractor’s services under this Agreement, or (2) to maintain professional liability insurance coverag e with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’ s services under this Agre ement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M . Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, inc luding additional insured endorsement s, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be sig ned by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work com mences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required f or Errors a nd Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Ins urance Coverage with an approved Additional Insured E ndorsement with the following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
B. " This insurance is primary and non- contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
C. " Should any of the above- described policies be ca nceled before the expiration date thereof, the issuing company will mail 30 days written notice to the C ertificate Holder named." Language such as, “end eavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
Item 1O - Page 24
Revised 2.9.22 Page 21 of 21
D. Both the Workers’ Compensation and Employers' Liability p olicies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, offic ers, employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by t he Ci ty before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized a gent/broker or insurance underwriter.
Failure to obtain the required documents prior to the comme ncement of work shall not waive the Contractor’s obligation to provide them.
7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and def ense expenses.
Certificates of Insurance m ust include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guaran tees payment of all deductibles and self -insured retentions.
8. Severability of Interests (Separat ion of Insu reds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.
Item 1O - Page 25
ATTACHMENT B
Item 1O - Page 26
ATTACHMENT D
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
INVITATION FOR BIDS IFB 23-06
VEHICLE MAINTENANCE AND REPAIR SERVICES
THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR BID Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identif ied on the appl ication a nd seek a Cit y ap proval determined by a vote of City o fficials. E xamples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.
Why Must I File?
The C ity of P alm Spri ngs Public Integrity Ordi nance advances t ransparency in municipal government and assists public officials in avoiding conflicts of interest. T he Ci ty’s Pu blic Integrity Ordinance, codified in Chapter 2.60 of the munic ipal code, reflects the City’s interest in ensuring that compani es (and other le gal entit ies t hat are not na tural people) doing business in the comm unity are transparent and make di sclosure as to their ow nership and management, and further that those compa nies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.
Note: A material fina ncial relationship is a re lationship between so meone who is an owner/investor in the applicant entity and a voting official (or the C ity Manager or C ity Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have d one business together during the year prior to the application;
(2) the official has earned income from the owner/investor during t he year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the ow ner/investor’s interest in the applicant entity, in relati on to th e appl ication’s outcome.
When Must I File?
You must file this form wit h the Office of t he City Clerk at the same time when you file your application for a City a pproval d etermined by a vote of City of ficials, whether elected or appointed.
What Must I Disclose?
Item 1O - Page 27
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).
Note: (1) only trusts or other organizations that are n ot the fiduciaries, (2) if a second e ntity that is not a natural pers on serves the applicant enti ty (e.g. , as a memb er of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).
B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney.
What if I Have Questions?
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
*There are some additional supplementary instructi ons with an example following the form should you need further clarification.
Item 1O - Page 28
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
Down Town Shell
2. Address of Entity (Principal Place of Business)
300 N Indian Canyon, Palm Springs, CA 92262
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
If other than California, is the Entity also registered in California? Yes No
5. Type of Entity
Corporation Limited Liability Company Partnership Trust Other (Sole Proprietor)
6. Officers, Directors, Membe rs, Managers, T rustees, Othe r F iduciaries (please specify) Note: If a ny response is not a n atural person, please iden tify all off icers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
__George Yousef_______ Officer Director Member Manager [name] General Partner Limited Partner
Other ___________________________
_______________________________ Officer Director Member Manager [ name] General Partner Limited Partner
Other __________________________
________________________________ Officer Director Member Manager [name] General Partner Limited Partner
Other __________________________
Item 1O - Page 29
Item 1O - Page 30
7. Owners/In vestors wit h a 5% beneficial interes t in the App licant Entity or a related entity
EXAMPLE
JANE DOE
\jovS~
50%, AtC COMPANY, Inc.
6£-~Glf h 00
I
[name of own er/inve stor] [percen tage of beneficia l interest in entity and name of entity]
A.
[name of owner/i nvestor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investo r] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investo r] [percentage of beneficia l interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in e ntity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFOR NIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Titl Date
1- j -JZ
City of Palm Springs, CA.
Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary i nstructions to clearly id entify the required information, and the format the information should be provided.
If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business e ntities as its members or having a financial interest, all other such bu siness en tities must also be disclosed, including those e ntities o ther business entities, if any.
Ultimately, th e City’s disclosure document (at tached) requires a listing identif ying a ll n atural persons having any financial interest over 5% of th e business entities (and any other business entities comprising your business entity).
As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:
John Doe, Jill Doe, an d Jay Doe, wh ich is owned 50% by Acme Brothers, LLC, a Cali fornia limited liab ility company, and J ohn Doe (25% inte rest) and Jill Doe ( 25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc ., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Ac me Brothers 2, LLC, a California limited liability company, w hich is managed by G eorge Doe, with George Doe a nd Jane Doe having 50% interest each.
Th
e full business entity disclosure in this example would resemble the following:
1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe
2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation
3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company
4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
Item 1O - Page 31
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
APPROVE EXPENDITURE OF PUBLIC ART FUNDS IN THE AMOUNT OF $286,000 TO RESTORE THE “DESERT HIGHLAND MURAL” BY ARTIST RICHARD WYATT, JR. ON THE SOUTHWEST EXTERIOR WALL OF THE JAMES O. JESSIE DESERT HIGHLAND UNITY CENTER
Approve the expenditure of Public Art Funds in the amount of $286,000 for the restoration of the “Desert Highland Mural” by artist Richard Wyatt, Jr.
1. Appropriate $286,000 from Fund 150 Public Arts Fund Balance. 2.
Authorize the Interim City Manager to execute all necessary documents to facilitate restoration of the “Desert Highland Mural”.
3. Attachments
Item 1P
CITY COUNCIL STAFF REPORT
DATE: O CTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: APPROVE EXPENDITURE OF PUBLIC ART FUNDS IN THE AMOUNT OF $ 286,000 TO RESTORE THE “DESERT HIGHLAND MURAL ” BY ARTIST RICHARD WYATT, JR. ON THE SOUTHWEST EXTERIOR WALL OF THE JAMES O. JESSIE DESERT HIGHLAND UNITY CENTER
FROM: Teresa Gallavan, Interim City Manager
BY: Community & Economic Development Department
SUMMARY:
The Public Arts Commission is recommending the use of $286,000 of Public Art Funds to restore the “Desert Highland Mural” (Mural), by Richard Wyatt, Jr. which is located on the southwest exterior wall of the James O . Jessie Desert Highland Unity Center . The proposed restoration will include the use of tiles to improve the durability of the Mural.
RECOMMENDATION:
1. Approve the expenditure of Public Art Funds in the amount of $286,000 for the restoration of the “Desert Highland Mural” by artist Richard Wyatt, Jr.
2. A ppropriate $286,000 from Fund 150 Public Arts Fund Balance.
3. Authorize the Interim City Manager to execute all necessary documents to facilitate restoration of the “Desert Highland Mural”.
BACKGROUND:
The Mural (shown below) at the James O . Jessie Desert Highland Unity Center is 25 years old and is in poor condition. The Mural was painted by Richard Wyatt, Jr. , one of the region’s most noted muralists who has been painting murals for over 30 years. Some of his more notable works include murals at Union Station, the Watts Library, and the “Hollywood Jazz” on the Capitol Records building in Hollywood. He is known for his realistic figurative works which honor both common and historic figures.
Item 1P - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Desert Highlands Mural
Desert Highland Mural by Richard Wyatt, Jr.
The Public Arts Commission began discussions on restoring the Mural in 2020 and to do so using tiles to improve the Mural ’s durability. At that time, it was not known if the wall where the painted Mural is located could support the weight of the tiles. RA S tructural Engineering, Inc. was selected to evaluate the structural integrity of the Unity Center building to determine its ability to support the weight of the tiles (Engineering Report, Attachment 1) and evaluate the effect of installing new tiles on the existing south facing wall at the James O. Jessie Unity Center. The Engineering Report was completed in February 2022.
As reported in the engineering report: “…the increasing demand on the existing structure is within the acceptable limit states permitted by 2019 California Building Code (2019 CBC) and 2019 California Existing Building Code (2019 CEBC). Therefore, it is concluded that installing the aforementioned tiles on the south facing wall could be performed without alteration in the existing structure.”
On September 21, 2022, the Public Arts Commission voted unanimously to request the Palm Springs City Council approve using $ 286,000 of Public Arts Funds to restore the 25-year-old Mural.
STAFF ANALYSIS:
Given its age and southwesterly exposure, the Mural has significantly deteriorated over the years. The Public Arts Commission would like to have Mr. Wyatt restore the Mural and increase its durability by using tiles. The tiles are approximately 12 x 12 inches and weigh about four to five pounds each. The Mural is approximately 88 feet long.
Item 1P - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Desert Highlands Mural
Mr. Wyatt previously restored and tiled a mural on the Capital Records Tower on Vine Street in Hollywood , California entitled Hollywood Jazz: 1945 – 1972. Before and after images of this mural are shown below. The Hollywood Jazz mural uses over 2,288 12- inch-square hand glazed ceramic tiles. It is 26 feet by 88 feet and includes images of Chet Baker, Gerry Mulligan, Charlie “Bird” Parker, Tito Puente, Miles Davis, Ella Fitzgerald, Nat King Cole, Shelly Manne, Dizzy Gillespie, Billie Holiday, and Duke Ellington. The Hollywood Jazz mural was also receiving a lot of light, like the Mural at James O. Jessie.
Capital Records Tower Mural
Hollywood Jazz: 1945 – 1972
Before Restoration
Capital Records Tower Mural
Hollywood Jazz: 1945 – 1972
After Restoration
The restoration involves hand glazing and firing approximately 1,159 12- inch by 12-inch ceramic tiles. Each tile is estimated to weigh 5 pounds and the total weight of the Mural is estimated to be 5,795 pounds. The mural will be 13 feet x 88 feet, 1,133 square feet.
Item 1P - Page 3
City Council Staff Report
October 27, 2022 -- Page 4
Desert Highlands Mural
Scaled drawings for the entire Mural will be created and transferred to the tiles. The hand glazing and firing of the tiles requires 12 months to complete. Ins tallation of the tiles will take one month. It is expected that the entire restoration effort will take 18 months to complete, as detailed in the attached Proposal (Attachment 2).
ENVIRONMENTAL ASSESSMENT
:
Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA.
In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15304 "Minor Alterations to Land," Class 4 projects consist of "minor public or private alterations in the condition of land, water, and/or vegetation which do not involve removal of healthy, mature, scenic trees except for forestry and agricultural purposes" and approval of this item is considered categorically exempt from CEQA.
ALIGNMENT WITH STRATEGIC PLANNING:
Section 2.24.050 of the Palm Springs Municipal Code requires the Public Arts Commission to, “Be responsible for a Palm Springs public arts program including policies and guidelines, oversight of development of art projects and maintenance of art collection.”
FISCAL IMPACT:
Approval of this action will require appropriating funds from the Public Arts Fund Balance in the amount of $286,000 and budgeting the funds in the Public Art Fund Contractual Services line item.
REVIEWED BY:
Department Director: Jay Virata
Deputy City Manager: Flinn Fagg
Interim City Manager: Teresa Gallavan
ATTACHMENTS:
1) Structural Report
2) Mural Proposal
Item 1P - Page 4
ATTACHMENT 1
STRUCTURAL REPORTS
Item 1P - Page 5
77570 S
Februa
r
C/O: C
i
Re.: J
a
4 P
To Wh
The obj
the load
Jessie C
RA Stru
(availab
pounds
explor
e
and wi n
installin
Based o
experie
limit s
t
Californ
installin
without
Thank y
if you h
Respect
Reza A
Springfield Ln
ry 1, 2022
ity of Palm S
ames O. Jess
80 W Tramv
alm Springs
hom It May C
jective of th
d increase fo
Center (see I
uctural engi
ble at the ti m
per tile). B
e the adequac
nd effects.
ng these tiles
on the encl o
nce, the in c
tates permi t
nia Existin g
ng the afor e
t alteration in
you for the o
have any que
tfully,
Asgharpour, P
n., Palm Dese
STRUC
Springs
sie Center
view Rd.
s, CA.
Concern,
his report is t
or the new ti
Image# 1 an
neering was
me of this r
ased on thi s
cy of the e x
It is estim a
s on the wall
osed struct u
creasing de m
tted by 20 1
g Building
ementioned
n the existin
opportunity
estions.
P.E.
ert, CA 92211
CTURAL E
to present th
iles to be in s
d Image# 2
s provided w
eport) and t
s information
xisting structu
ated that th e
l is about 5,8
ural evaluat i
mand on the
19 Californ i
Code (201 9
tiles on t h
ng structure.
to provide o
EVALUATI
he results of
stalled on th
for the locat
with partial o
the tile spec i
n, the struc t
ure for incre
e total incre
800 pounds.
ion and to t
existing st r
ia Building
9 CEBC). T
he south fa c
our professio
TION REPO
f the structur
he south facin
tion of this w
original cons
ifications (1
tural evaluat
easing in gra
ease in the g
the best of
ructure is w
Code (201
Therefore, i t
cing wall c
onal services
P
ORT
ral assessmen
ng wall at J a
wall).
struction do
12”x12” tiles
tion is perf o
avity loads,
gravity loa d
my knowle
within the ac
19 CBC) a n
t is conclu d
could be p e
s. Please con
Palm De
Fax: 760
Email: R
www.Ra
nt under
ames O’
cuments
s with 5
ormed to
seismic,
d due to
dge and
ceptable
nd 2019
ded that
erformed
ntact me
esert Tel: 76
0-360-9903
Reza@rastru
astructural.c
60-360-9998
uctural.com
om
*THIS IS ELECTRONIC SIGNATURE
Item 1P - Page 6
77570 S
INTRO
The pur
existing
aerial v
elevatio
perform
The tile
Springfield Ln
ODUCTION
rpose of this
g s o u th f acin
view of the
on, there is a
med assumin
es are assum
Image
Tile
n., Palm Dese
s report is t o
ng wall at J
center and
a low and h i
ng the tiles w
ed to be 12-i
Image#
e# 2 South fa
South Facing W
es will be insta
ert, CA 92211
o evaluate th
James O’ Je
the elevatio
igh wall (w i
will be instal
inch squares
# 1 Aerial vie
acing elevation
Wall
alled on this low
he effect of i n
ssie in Pal m
n where th e
ith a set ba c
lled on the l o
s and each w
ew of James O
n showing wh
w wall
nstalling new
m Springs. Im
e tiles will b
ck). This str u
ow wall as s
weighs 5 pou
O' Jessie Cent
here the tiles
P
w tile mural
mage# 1 sh
be installed .
uctural evalu
shown in Im
unds.
ter.
to be installe
North
ls on the
hows the
. At this
uation is
mage# 2.
d.
Item 1P - Page 7
77570 S
EXISTI
Existing
constru
architec
directio
South facing wall
Springfield Ln
ING CONDIT
g conditio n
uction docum
ctural floor
on (Image# 5
n., Palm Dese
TION
n o f t h e st
ments provi d
plan ( Imag
5).
Image
Ima
ert, CA 92211
tructure is
ded to us (s h
e# 3 ), sout h
e# 3 Existing
age# 4 South
Section 1 (see Image#5)
obtained b
hown below
h elevation (
floor plan (p
elevation (per
based on t
w). This info r
(Image# 4) ,
per sheet A2.1
r sheet A3.1)
P
the partial
rmation incl
, and sectio
1).
original
ludes an
n in the
Item 1P - Page 8
©
© ©
0 <r© . .,.I P. I
© 0
© ©
©
•0
:-~ ©-1
0 '
©~ t
-----4
1 © -,
00 "' ~ -~---- ------- ---1---------------~---~
I l '
• ->
0 ~ \
77570 S
Based
evaluati
W
Springfield Ln
Im
on these d o
ion:
Wall (tiles
Wall size (tiles
W
Low
L
n., Palm Dese
mage# 5 Sect
Image
ocuments t h
be mounted)
be mounted)
Wall (at Gym)
roof material
Low roof area
Stud Wall
ert, CA 92211
tion 1 (the on
e# 6 Low roof
he followin g
: 6" stud wal
: 88'x13'
: 8" fully gro u
: Flat roof wi
: 88'x13'
See Image#5
ly available s
f section adja
g i n f o r m a t io
l, 13'-0" tall
uted CMU, 10
th foam and w
5 G
section, per sh
cent to the gy
on are use d
0'-8" to low r o
wood roof ra f
Gym
P
heet A4.1).
ym
d f o r t h i s st
oof, 25'-8" to h
fters
8” CMU Wall
tructural
high roof
Item 1P - Page 9
©
: ',,¼,. ..-----
' I
I
:1-~ I
I
I
I
I
I
I
: ~ ~~
©
I I I
---------------------------'
~
~2·
0© © 0 00 0
m-n
77570 Springfield Ln., Palm Desert, CA 92211 Page 5 of 7
GRAVITY LOADS
The gravity loads for the existing structure are calculated bel ow. According to sheet S1.1 of the original construction documents, the CMU walls are 8 inch thick and fully grouted. Image# 6 shows that the south facing wall is a 6-inch stud wall and the roof is flat with wood roof rafters.
Roofing 3 psf 7/8" Stucco 10 psf
Framing 2.5 psf Insulation 1 psf
Sheathing (1/2" CDX) 1.5 psf Drywall 2.5 psf
Ceiling 2.5 psf Studs 1 psf
Insulation 1.5 psf Misc. 2.5 psf
Misc. 3 psf
Total Dead Load 14 psf Total Wall Weight 17 psf
Total Live Load 20 psf
Total Roof Load 34 psf
Total Wall Weight 81 psf
Roof Loads - Flat Exterior Wall
CMU (8" fully grouted 125 pcf)
Using the dimensions of the stud wall and tile specifications, in total 1159 tiles will be installed on the low wall. Assuming 5 pounds per tile, the tota l weight of the tiles will be 5795 pounds which will be added to the existing wall.
Length 12 i n
Width 12 in
Area 144 in2
Weight 5 lb per tile
Length 88 ft
Height 13.16 ft
Area 1158 ft2
Total number of tiles 1159
Total weight of tiles 5795 lb
Tile
Wall
EVALUATION FOR GRAVITY LOADS
The allowable soil pressure is assumed 2000 psf per original co nstruction document sheet S1.1. Considering the weight of the existing roof, wall, and footing, the applied- to-allowable soil pressure ratio, after adding the tile weight, is 0.47 which is within the acceptable limit.
Item 1P - Page 10
77570 Springfield Ln., Palm Desert, CA 92211 Page 6 of 7
Allowable soil bearing pressure 2000 psf
Width 12 in
Depth 15 in
Allowable load 2000 plf
Unit weight 150 pcf
Weight 188 plf
Unit weight 14 psf
Tributary width 6.5 ft
Weight 91 plf
Unit weight 17 psf
Height 13 ft
Weight 221 plf
Total existing soil pressure 500 plf
Total weight 5795 lb
Height 13 ft
Weight 446 plf
Total soil pressre after alteration 946 plf
Total-to-allowable soil pressure 0.47 < 1 [OK]
Continuous
Footing
Roof
Wall
Tile
EVALUATION FOR WIND EFFECTS
Wind forces applied to the building depend on the site location , elevation, and topography which remain unchanged as a result of this alteration.
Building geometry (such as shape, height, and openings) is another factor affecting the wind forces. Adding the tiles to the south facing wall will not result in change of the geometry of the building. As a result no change in the effectiv e wind forces is expected, so the existing main wind force resisting system will be adequate and will remain unaltered.
EVALUATION FOR SEISMIC EFFECTS
The seismic effect is studied in the North-South direction since the wall, where the tile will be installed, is contributing to the effective seismic wei ght in this direction. The ratio of the new-to-existing effective seismic weight, as calcu lated below, is about
1.06. Since the increase in the seismic demand due to the tile alteration is less than 10 percent, no change in the seismic force resisting system is req uired per 2019 CEBC, §503.4.
Item 1P - Page 11
77570 Springfield Ln., Palm Desert, CA 92211 Page 7 of 7
Tile Added effective seismic weight 2898 lb
Length 88 ft
Width 13.16 ft
Area 1158 ft2
U nit we ight 14 plf
E ffe ct ive se ism ic we ight 16213 lb
Uni t wei ght 17 psf
Length 88 ft
Effective height 13.16 ft
Effective area 1158 ft2
Effective seismic weight 9844 lb
Uni t weight (8" CMU grouted @ 16"o.c.) 81 psf
Length 43.33 ft
Effective height 12.81 ft
Effective area 555 ft2
E ffe ct ive se ism ic we ight 22484 lb
Total existing effective seismic weight 48541 lb
Total new effective seismic weight 51439 lb
Existing-to-new effective seismic weight 1.06 < 1.1 [OK] Roof
Exteri or Wall
(Stud, E-W
Direction )
Exteri or Wall
(CMU, E-W
Direction)
CONCLUSION
In total 1,159 tiles, each 12”x12” and weigh 5 pounds per tile, will be installed on the south facing wall. This will result in a 5,795 pounds increase in the gravity load. The foundation evaluation shows the ne w demand-to-capacity ratio for the soil pressure will be 47 percent which is considered acceptable.
Since no change in building geometry will be made due to the ti le installation, no additional wind effect will be introduced to the existing structure.
Additionally, the ratio of the new effective seismic weight (after the tile installation) to the existing effective seismic weight is 1.06. In this case, 20 19 California Existing Building Code 2019 CEBC), §503.4 permits the existing structure to remain unaltered.
Based on this structural evaluation and to the best of my knowl edge and experience, the increasing demand on the existing structure is within the a cceptable limit states permitted by 2019 California Building Code (2019 CBC) and 2019 California Existing Building Code (2019 CEBC). Therefore, it is concluded that inst alling the aforementioned tiles on the south facing wall could be performe d without alteration in the existing structure.
Item 1P - Page 12
ATTACHMENT 2
MURAL PROPOSAL
Item 1P - Page 13
September 12, 2022
RICHARD WYATT JR.
5644 Aladdin Street
Los Angeles, California 90008
(323) 934-7337 PHONE
[email protected]
ATTN: SHAWNDA FAVEAU
PALM SPRINGS ARTS COMMISSION
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
RE: “Desert Highland Glazed Ceramic Tile Mural Restoration Project”
Dear Shawnda;
The following is a proposal for the glazed ceramic tile restoration of my mural entitled “Desert Highland Mural Project”. Specific tasks have been identified and the scope of work outlined along with the estimated number of days and/or months required for each.
The estimated total billing for the glazed ceramic tile restoration is based on a flat rate of $250 per square foot (This rate represents my rate back in 1997).
Should you have any questions, please contact me at the above phone or email.
Regards,
Richard Wyatt Jr.
Item 1P - Page 14
Proposal for Desert Highland Glazed Ceramic Tile Mural
Project
1. Fabrication Details
Product/ Deliverable: Artwork entitled “Desert Highland Mural Project” in hand glazed and fired ceramic tile
Scale: 13’ x 88’ = 1144 Sq. Ft.
Materials: Hand glazed ceramic tiles
Hours Required: Flat rate
1A. Mural Fabricator’s Conservator/Consultant Time
Product/Deliverable: Details and specifications for mural substrate fabrication and installation.
2. Design Drawings
Product/ Deliverable: Scaled drawings for design transfer.
Design Layout, 1” = 1’- 0’
Hours Required: 160 ( 4 weeks )
3. Design Drawing Transfer to Tiles
Product/ Deliverable: Actual transfer of scaled drawings to tiles Hours Required: 320 (8 weeks)
4. Hand Glazing and Firing of Tiles
Months Required: 12
5. Tile Installation
Product/ Deliverable: Ceramic tile installation
Months Required: 1
Estimated Costs: $5720 ( 1144 tiles @ $5 per tile)
6. Technical Coordination
Coordination as required to assist and coordination with project consultant.
Hours Required: 0
Item 1P - Page 15
Summary
Total Hours Required for Glazing and Firing Ceramic Tiles : Flat rate Estimated Costs for Conservator/Consultant Time: 0
Tile Installation Estimated Costs: $5720 (included in Artists’ budget) Estimated Total Amount: $286,000
Estimated Time Required for Completion: 18 Months.
Item 1P - Page 16
October 17, 2022
RICHARD WYATT JR.
5644 Aladdin Street
Los Angeles, California 90008
(323) 934-7337 PHONE
[email protected]
ATTN: SHAWNDA FAVEAU
PALM SPRINGS ARTS COMMISSION
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263
RE: “Desert Highland Mural Project”/Ceramic Tile Restoration Completion Time and Schedule
A. Project Completion Time: The commission will take 18 months from start to finish.
Commencement of the work shall begin on
? and my estimated date of
completion will be ?.
B. Schedule/ Days of the week and hours worked: I will be working Monday thru Friday ( and some Saturdays ) between the hours of 10:00 AM to 6:00 PM.
C. Mural Fabrication Phases
Phase I Design Drawing:
This phase will take approximately 4 weeks
Product/Deliverable : Drawing entire mural images.
Phases II Design Drawing Transfer to Tiles:
This phase will take approximately 8 weeks
Product/Deliverable: Transfer of entire design to tiles.
Item 1P - Page 17
Phase III Hand Glazing and Firing of Tiles:
This phase is the actual fabrication of ceramic tiles, glazing and firing. It will take approximately 12 months
Product/Deliverable: Completion of glazing and firing.
Phase IV Installation:
This phase is for installation of all glazed and fired ceramic tiles.
Product/Deliverable: Ceramic tile installation.
If you have any questions in regards to the above, please let me know.
Regards,
Richard Wyatt Jr.
Item 1P - Page 18
CITY COUNCIL STAFF REPORT
10/27/2022
SUBJECT:
APPROVAL OF AGREEMENT WITH THE CITY OF DESERT HOT SPRINGS FOR
SIGNAL MAINTENANCE OF FOUR SHARED TRAFFIC SIGNALS ALONG NORTH
INDIAN CANYON DRIVE
RECOMMENDATION:
Approve Agreement with the City of Desert Hot Springs for the traffic signal maintenance of four shared traffic signals along North Indian Canyon Road.
1. Authorize the Interim City Manager to execute all necessary documents 2.
Attachments
Item 1Q
CITY COUNCIL STAFF REPORT
DATE: OCTOBER 27, 2022 CONSENT CALENDAR
SUBJECT: A PPROVAL OF AGREEMENT WITH THE CITY OF DESERT HOT
SPRINGS FOR SIGNAL MAINTENANCE OF FOUR SHARED TRAFFIC
SIGNALS ALONG NORTH INDIAN CANYON DRIVE
FROM: Teresa Gallavan, Interim City Manager
BY: Engineering Services Department
SUMMARY:
This agreement is a formal recognition of one existing and three future traffic signals along North Indian Canyon Drive that are located partially in the jurisdictional boundary of each City. The parties agree to share the costs of maintenance and establishes the City of Desert Hot Springs as the lead agency responsible for these traffic signals.
RECOMMENDATION:
1. Approve Agreement with the City of Desert Hot Springs for the traffic signal maintenance of four shared traffic signals along North Indian Canyon Road.
2. Authorize the Interim City Manager to execute all necessary documents
BACKGROUND:
The Cities of Palm Springs and Desert Hot Springs share half of the roadway along North Indian Canyon Drive between the I -10 Freeway and 18th Avenue, and then the County of Riverside is responsible for maintenance of the north half of the N. Indian Canyon Drive and 18th Avenue intersection.
There is one existing traffic signal and highway safety lighting located at N. Indian Canyon Drive and 20th Avenue that is jointly owned by the two cities, and three proposed traffic signals that will be built in the future. A map of the locations is shown in Figure 1.
The City of Palm Springs has a similar shared traffic signal maintenance agreement with the City of Cathedral City that was approved by City Council on July 19, 2006.
Item 1Q - Page 1
City Council Staff Report
October 27, 2022 -- Page 2
Approve DHS Signal Maintenance Agreement
Figure 1. Location of the Traffic Signals
STAFF ANALYSIS:
The Agreement will designate the City of Desert Hot Springs as the lead agency that will handle the routine maintenance of the equipment, emergency calls for service, and electrical costs. The City of Palm Springs will then reimburse Desert Hot Springs for our share of maintenance costs on a quarterly basis. The Agreement also identifies the procedure for requesting extra work, compensation, record keeping, and insurance for both agencies.
The Agreement will commit the City to a 50% cost share for the existing intersection at N.
Indian Canyon Drive and 20
th Avenue, as well as two new traffic signals to be built by new development in the Coachillin Business Park. There is a 25% cost share for the last intersection at N. Indian Canyon Drive and 18th Avenue, because the north half is 18th Avenue
19th Avenue
20th Avenue (existing)
Coachillin Way
N. Indian Canyon Drive
Desert Hot Springs Palm Springs
Riverside County
Item 1Q - Page 2
City Council Staff Report
October 27, 2022 -- Page 3
Approve DHS Signal Maintenance Agreement
unincorporated County land. The terms of the agreement have been reviewed by Counsel of both Cities and Staff recommends approval.
ENVIRONMENTAL ASSESSMENT:
In accordance with the California Environmental Quality Act (“CEQA”) Guidelines , the requested City Council action is not a “Project” pursuant to Section 15378(b)(1).
Continuing administrative and maintenance activities, such as the purchase for supplies, personnel-related actions, general policy and procedure making are not consider ed a “Project”.
ALIGNMENT WITH STRATEGIC PLANNING:
This item aligns with City Council Priority “Community Infrastructure”, specifically 3 A, “Improve City Facilities.”
FISCAL IMPACT:
The agencies are to split costs according to the Agreement. Costs for this fiscal year are estimated to be approximately $50/month since there is only one intersection with an existing traffic signal. As more intersections come online, this cost will increase. Funding will be provided utilizing the Capital Projects Fund Balance.
REVIEWED BY:
City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
Interim City Manager: Teresa Gallavan
ATTACHMENTS:
A. Agreement
Item 1Q - Page 3
Item 1Q - Page 4
Attachment A
Item 1Q - Page 5
AGREEMENT FOR MAINTENANCE OF
SHARED TRAFFIC SIGNALS AND SAFETY LIGHTING
THIS AGREEMENT ("Agreement") is entered into as of this __ day of _____ , 2022, by and between the City of Desert Hot Springs, a California municipal corporation CUDesert Hot Springs" or "Lead Agency"), and the City of Palm Springs, a California municipal corporation ("Palm Springs" or "Secondary Agency").
Desert Hot Springs and Palm Springs are collectively referred to herein as the "Parties/' and individually as a "Party."
RECITALS
This Agreement is made with reference to the following facts:
A. Desert Hot Springs and Palm Springs jointly own certain traffic signals and highway safety lighting installations (collectively, the "Installations"). The Installations are located partly within the jurisdictional boundaries of each city, and in the ownership, percentage interests (the "Ownership Interest") all as shown on Exhibit "A," attached hereto and incorporated herein by this reference.
B. Palm Springs and Desert Hot Springs agree to share the maintenance of the Installations, and to establish a mechanism to share the cost for such maintenance.
C. The Parties agree to maintain the Installations, each for the benefit of both cities, in accordance with and according to the proportions shown in Exhibit "A."
AGREEMENT
NOW, THEREFORE, in consideration of the facts set forth above and the mutual covenants, promises, and agreements set forth herein, the Parties hereto do hereby mutually agree as follows:
1. Maintenance.
1.1 Scope of Services. The Lead Agency shall provide, or cause to be provided, "Routine Maintenance Services" and "Emergency Call-Out Services" on traffic signals, highway safety lighting, flashing beacons, and other electrically operated traffic control or warning devices associated with the Installations. The Lead Agency shall also arrange for delivery of electrical power to the Installations (the "Electrical Costs"). The Lead Agency shall be responsible for maintaining the Installations and shall take full responsibility for the Routine Maintenance Services and Emergency Call-Out Services associated with the Installations. The Lead Agency shall