Agenda packet — Palm Springs City Council, March 23, 2023 (part 3 of 5)

(Revised 09 13 18)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

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

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

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

6. Officers, Directors, Members, Mana gers, Trustees, Other Fiduciaries (please s pecify) Note: If any response is not a natural pers on, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
________________________________________
_________  Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other ____________________________________
________________________________________
_________  Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner
 Other ____________________________________
Brightly Software, Inc.
11000 Regency Parkway, Ste 300, Cary, NC 27518
n/a
Formed in Delaware
Kevin Kemmerer
Michael Beierwaltes
x
Kelly Caputo
DocuSign Envelope ID: 91D4205D-11FB-4DEF-83F9-1F4676D3B2C4 Item 1I - Page 120
✓
✓ ✓
✓
✓
CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE FORM APPLICANT DISCLOSURE FORM

Page 2 of 2 ends

(Revised 09 13.18)

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

EXAMPLE

JANE DOE
[name of owner/investor]

50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
B.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
C.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
D.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
E.

[name of owner/investor]

[percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title

Date
Carolina Software Holdings, Inc.
100%, Carolina Software Holdings, Inc.

Kelly Caputo, General Counsel
DocuSign Envelope ID: 91D4205D-11FB-4DEF-83F9-1F4676D3B2C4 08 February 2023
Item 1I - Page 121
l,DocuSigned by:

L~ 79~it
City of Palm Springs
Public Integrity Disclosure Form

6. Officers and Directors

Lonnie Ellis, Assistant Secretary, Tax Purposes Officer DocuSign Envelope ID: 91D4205D-11FB-4DEF-83F9-1F4676D3B2C4 Item 1I - Page 122

CITY COUNCIL STAFF REPORT
03/23/2023
SUBJECT:

AWARD A SERVICE AGREEMENT WITH INTERVISTAS CONSULTING USA, LLC

FOR FEDERAL INSPECTION SERVICES (FIS) FACILITY STUDY
RECOMMENDATION:

Award a one-year service agreement with InterVISTAS Consulting USA LLC for a two-phased study for a Federal Inspection Services (FIS) Facility Study for an estimated amount not to exceed $385,000 (Attachment A);

1. Appropriate $315,000 from Airport Fund 416 to the account 4167065-80000 budget; and

2. Authorize the City Manager or designee to execute the agreement. 3.

Attachments
Item 1J

CITY COUNCIL STAFF REPORT

DATE: MARCH 23, 2023 CONSENT CALENDAR

SUBJECT: AWARD A SERVICE AGREEMENT WITH INTERVISTAS CONSULTING

USA LLC FOR FEDERAL INSPECTION SERVICES (FIS) FACILITY
STUDY

FROM: Scott C. Stiles, City Manager

BY: Aviation Department

SUMMARY:

Award a one- year service agreement with InterVISTAS Consulting USA LLC for the administration of the City’s Community Workforce Agreement.

RECOMMENDATION:

1. Award a one-year service agreement with InterVISTAS Consulting USA LLC for a two-phased study for a Federal Inspection Services (FIS) Facility Study for an estimated amount not to exceed $385,000 (Attachment A);

2. Appropriate $315,000 from Airport Fund 416 to Account 4167065-80000 budget; and

3. Authorize the City Manager or designee to execute the agreement.

BUSINESS PRINCIPAL DISCLOSURE:

InterVISTAS Consulting USA LLC
is a Limited Liability Company. A copy of the Public
Integrity Disclosure Form in included as Attachment B.

BACKGROUND:

Palm Springs International Airport (PSP) is a commercial service airport which is owned and operated by the City of Palm Springs. PSP serves 13 airlines and roughly 2 million passengers per year with destinations to and from cities in the United States as well as pre-cleared Canadian destinations. The City of Palm Springs works in coordination with Visit Greater Palm Springs (VGPS) which represents the nine Coachella Valley resort cities in marketing and economic development for the entire valley area.

Item 1J - Page 1
City Council Staff Report
March 23, 2023-- Page 2
Federal Inspection Services (FIS) Facility Study

The City of Palm Springs recently set a goal for PSP to expand international air service to additional Canadian cities, as well as to destinations in Central America, South America, and Europe. PSP is partnering with VGPS to coordinate a two -phased study which would be used to support construction of a FIS and fund associated Customs and Border Protection (CBP) personnel to meet that goal. The partnership between PSP and VGPS is intended to streamline the process and pool resources, with each agency funding different phases of the study.

STAFF ANALYSIS:

The Procurement and Contracting Department in coordination with the A viation Department and Visit Greater Palm Springs issued a Request for Proposals (RFP) for a two-phased FIS Facility Study on January 4, 2023. The RFP was advertised in the local newspaper and on Planetbids , the City’s electronic bid site. A preproposal conference was also held to assist participants.

Two proposals were received by the deadline of January 19 , 2023, at which tim e the evaluation process began. The evaluation team , composed of staff from the Aviation Department as well as Visit Greater Palm Springs , evaluated the proposal received against the evaluation criteria. The evaluation criteria consisted of the firm’s experience; the team’s experience; a demonstration of the understanding of the work , and cost. In addition, references were checked to confirm successful past work experiences.

Staff is recommending award of the contract to InterVISTAS Consulting USA LLC as the
highest scoring proposer. InterVISTAS Consulting USA LLC is to provide the services that the City and Visit Greater Palm Springs need for this two-phased study. InterVISTAS Consulting USA LLC and has been successful delivering these services for a number of other airports.

The amount recommended for award of the contract will be funded in part by Visit Greater Palm Springs for Phase 1 of the study in the amount of $70,000 and Phase II of the study will be funded by the Aviation Department in the amount of $315,000.

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 contracts for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

Item 1J - Page 2
City Council Staff Report
March 23, 2023-- Page 3
Federal Inspection Services (FIS) Facility Study

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 3A, Community Infrastructure – Improve City Facilities.

FISCAL IMPACT
:

The estimated cost for P hase 2 of the contract is $ 315,000 for the one -year term.

Approval of this action would require the appropriation of $315,000 from the Airport Special Capital Projects Fund Account 4167065-80000 in Fiscal Year 2023.

REVIEWED BY:

Department Director: Harry Barrett, Jr.

Procurement and Contracting Manager: Kim Baker
City Attorney: Geremy Holm
City Manager: Scott C. Stiles

ATTACHMENTS:

A. Agreement No. 23P050
B. Public Integrity Disclosure Form
Item 1J - Page 3

ATTACHMENT A
AGREEMENT NO. 23P050 WITH

INTERVISTAS CONSULTING USA LLC
Item 1J - Page 4
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CONTRACT SERVICES AGREEMENT 23P050

FEDERAL INSPECTION SERVICES FIS FACIILITY FEASIBILITY STUDY

THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 1, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), Visit Greater Palm Springs (“VGPS”), and InterVISTAS Consulting USA LLC, a Limited Liability Company, (“Contractor”). City and VGPS are collectively referred to as “City/VGPS”. City/VGPS and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City/VGPS require the services of a Contractor, for Federal Inspection Services FIS Facility Feasibility Study, (“Project”).

B. Contractor has submitted to City a proposal to provide a two phased study, 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/VGPS for the Project.

D. City and VGPS desire to retain the services of Contractor for the Project.

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

AGREEMENT

1. CONTRACTOR SERVICES

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

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

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 Item 1J - Page 5
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facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

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

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor . Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $ 385,000. VGPS is responsible for payment of the costs of Phase I in the amount of $70,000 and the City is responsible for the payment of the costs of Phase II in the amount of $315,000.

3.2 Method of Payment . In any month in which Contractor wishes to receive payment, Contractor shall submit to VGPS for Phase I and the City for Phase II 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 and VGPS’s finance directors. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed.

City or VGPS shall pay Contractor for all expenses stated in the invoice that are approved by City or VGPS and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes . In the event any change or changes in the Services is requested by City and VGPS, 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 or VGPS for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City or VGPS.

4. PERFORMANCE SCHEDULE

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

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

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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 or VGPS in its capacity as a tourism agency. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City or VGPS may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term . Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, commencing on April 1, 2023, and ending on March 31, 2024, unless extended by mutual written agreement of the Parties.

4.5 Termination Prior to Expiration of Term . City or VGPS may terminate this Agreement at any time, with or without cause, as to itself, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City or VGPS. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City or VGPS shall not be liable for any costs other than the charges or portions thereof which are specified herein.

Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City or VGPS 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 or VGPS’s corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City and VGPS.

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: Solomon Wong , Project Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City and VGPS 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 Item 1J - Page 7
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sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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

5.3 Prohibition Against Subcontracting or Assignment . The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City or VGPS to enter into this Agreement.

Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's or VGPS’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 or VGPS.

Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City or VGPS, Contractor shall be responsible to City and VGPS for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City or VGPS.

5.4 Independent Contractor . Neither City nor VGPS nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and VGPS and shall not be an employee of City or VGPS and shall remain at all times as to City and VGPS a wholly independent contractor with only such obligations as are consistent with that role; however, City and VGPS 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 of VGPS. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City or VGPS in any manner.

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

Name: Title:

Solomon Wong Project Manager
Josh Cohn Assistant Project Manager
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Ellen McClain Security Risk Assessment Lead
Marcus Lam Market Analysis Lead
Doris Mak Economic Impact Lead
Mark Taylor Financial Feasibility Lead
Steve Domino Scope & Capability Lead, Stakeholder Engagement Lead David Crook Environmental Compliance Lead
Carl Neser Cost Estimating Lead

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

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

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

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, VGPS and their respective officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, Item 1J - Page 9
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damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City or VGPS, 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 limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

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

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

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

8.3 Ownership of Documents . All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City or VGPS for their respective phases of the Services. Contractor shall deliver all above-referenced documents to City or VGPS, as applicable, 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 or VGPS of their full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use.

Contractor shall have an unrestricted right to use the concepts embodied in such documents.

8.4 Release of Documents . All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services Item 1J - Page 10
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under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

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

9. ENFORCEMENT OF AGREEMENT

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

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.

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

Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

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

9.5 Legal Action . In addition to any other rights or remedies, any Party to the agreement 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 Item 1J - Page 11
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entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES and VGPS: NON-DISCRIMINATION

10.1 Non-Liability of City Officers and Employees . No officer or employee of City or VGPS shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or VGPS 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 or VGPS has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.

10.3 Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s and VGPS’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 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 VGPS: Visit Greater Palm Springs
Attention: CEO
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70100 CA – 111
Rancho Mirage, California 92270

To Contractor: InterVISTAS Consulting USA LLC
Attention: Solomon Wong
66 Bovet Road, Suite 370
San Mateo, CA 94402

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

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

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

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

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

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

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

11.9 Counterparts . This Agreement may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON NEXT PAGE]
Item 1J - Page 13
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM SPRINGS, VISIT GREATER PALM SPRINGS

AND INTERVISTAS CONSULTING USA LLC

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

CONTRACTOR:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______ Item No. ________ Agreement No. _________

APPROVED AS TO FORM: ATTEST:

By: _____________________________ By: _____________________________ City Attorney City Clerk

APPROVED:

CITY: VGPS:

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

Date: ____________________________ Date: ____________________________

Item 1J - Page 14
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EXHIBIT “A”

SCOPE OF SERVICES/WORK

Including,

Schedule of Fees

And

Schedule of Performance
Item 1J - Page 15
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SCOPE OF WORK

1.1 Background:

Palm Springs International Airport (PSP) is a commercial service airport which is owned and operated by the City of Palm Springs. PSP serves 13 airlines and roughly 2 million passengers per year with destinations to and from cities in the United States as well as pre-cleared Canadian destinations. The City of Palm Springs works in coordination with Visit Greater Palm Springs which represents the nine Coachella Valley resort cities in marketing and economic development for the entire valley area.

The City of Palm Springs recently set a goal for PSP to expand international air service to additional Canadian cities, as well as to destinations in Central America, South America and Europe. PSP is partnering with Visit Greater Palm Springs to coordinate a two-phased study which would be used to support construction of a Federal Inspection Station (FIS) and fund associated Customs and Boarder Protection (CBP) personnel to meet that goal. The partnership between PSP and VGPS is intended to streamline the process and pool resources, with each agency funding different phases of the study.

1.2 Scope:

A. General - The scope of work will consist of a feasibility study for adding a Federal Inspection Services Facility and an International Terminal to the Palm Springs International Airport. The study will be funded by two different agencies the Palm Springs International Airport and Visit Greater Palm Springs.

B. Phase I – This Phase will be funded by Visit Greater Palm Springs and the Contractor will build and submit between four to five case studies on airports similar in size to Palm Springs International Airport that have added a Federal Inspection Services Facility and that have added or are adding an international terminal. Case studies can span any date ranges and should include, but are not limited to:

1. Determining what research was conducted to validate the need for a FIS

2. How successful the FIS addition was, including number of new flights, increase in revenue, etc.

3. Determining how the approvals were obtained from Homeland Security for customs, border patrol, etc.

4. How the airport validated the investment

5. How much the addition cost in its entirety

6. How the project was funded

7. Does the international terminal flex between domestic and international arrivals

8. How long the addition took to complete

9. What the operational cost are of the FIS, including any environmental compliance, and safety and security costs.

C. Phase II – This phase will be funded by the Palm Springs International Airport (PSP).

Using the information collected in Phase I, produce an analysis and business case for PSP that would be used to support the construction of an FIS and expansion of international flights to Palm Springs. Upon review of Phase I deliverables, PSP will make a determination on the appropriateness of proceeding with Phase II of the Item 1J - Page 16
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study. Phase II analysis and business case elements will need to incorporate at a minimum:

1. A market analysis of passenger trends and airline growth at PSP

2. Environmental Compliance Assessment

3. The economic impact of a FIS facility at Palm Springs International Airport, including job creation and regional economic growth

4. Facility siting alternatives, including opportunities and a plan for supporting a temporary FIS facility while a permanent facility is being constructed

5. A Scope and Capability analysis including strategic process, resource, and costs factors.

6. Financial Feasibility Report and Rough Order of Magnitude Costs Estimate

7. Security Risk Assessment

8. Discussion and outcomes from stakeholder meetings

9. Other factors agreed to by PSP and the consultant to support a business case

1.3 Deliverables:

Phase I - Contractor shall provide between four and five case studies of complete research including data collection, tabulation, analysis and reporting. The Contractor shall be responsible for determining the accuracy of submitted case studies. Data should be collected from publicly available information and industry activity data.

Phase II – The Contractor shall provide a final analysis and business case with complete research consulting including data collection, tabulation, analysis, and reporting. The Contractor shall be responsible for ensuring thorough and complete analysis, in line with industry standards. Throughout the project, the Contractor shall be accessible to PSP’s project on a regular and as-needed basis. The Contractor and project team shall also establish a regular communication format through which the team and stakeholders can be kept current as to the study’s progress.

1.4 Schedule:

Phase I - Work will commence on issue of a notice to proceed for Phase I, and all work shall be completed within 120 days.

Phase II – Work will commence upon issue of a notice to proceed for Phase II, and all work shall be completed within 180 days.

1.5 Compensation:

Phase I - Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope.

The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

Phase II - Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope.

The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to Item 1J - Page 17
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support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

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Item 1J - Page 19
ATTACHMENT "G"

COST PROPOSAL
REQUEST FOR PROPOSAL {RFP 18-23)

FEDERAL INSPECTION SERVICES FIS FACIIUTY FEASIBILITY STUDY

THIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPARATE ELECTRONIC FILE #2 "Cost Proposal", NOTwith Electronic File #1, Technical/Work Proposal*) 1 Phase 1 Feasibilily Study Lumpsum $70,QOO
2 Pha~ 2 Fea$ibiHty Study Lumpsum $315,000
Total $385;000
Certified by:~ _________ s_o_lo_mo_·_n_W_' _on_g _______ _ lnterVISTAS Consulting USA LLC Firm Narne:. ____________ -==---~-~~-- OEO Title: _______________________ _
January 18, 2023 Date: _______________________ _
55575.18165\40924544.1

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 1J - Page 20
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INSURANCE

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

The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

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

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

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

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

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

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

4. Errors and Omissions Coverage . If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Item 1J - Page 21
55575.18165\40924544.1
Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City and VGPS 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 and VGPS with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City and VGPS before work commences. City and VGPS reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time.

Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

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

A. "The City of Palm Springs, VGPS, 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 or VGPS may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

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

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

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

Item 1J - Page 22
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All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

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, VGPS, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

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

Item 1J - Page 23

ATTACHMENT B

PUBLIC INTEGRITY DISCLOSURE FORM
Item 1J - Page 24

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal 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 Ca
lifornia, is the Entity also registered in California?  Yes  No

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

6. Officers, Directors, Membe rs, Managers, Tru stees, Other F iduciaries (please specify) Note: If any response is not a natural person, please identify all off icers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  Limi ted Partner
Other _____________________ ______
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other _________________________ _
________________________________  Offic
er  Director  Member  Manager
[name]  General Partner  Limited Partner
 Other ____________ ______________
InterVISTAS Consulting USA LLC
1150 Connecticut Ave, Suite 611, Washington DC 20036
66 Bovet Road, Suite 370, San Mateo, CA 94402
X
Delaware
Daniel Skwarek
Gavin Duncan
Yi-Chun Lee
Continues on next page.

Item 1J - Page 25

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

CITY COUNCIL STAFF REPORT
03/23/2023
SUBJECT:

APPROVE AGREEMENT NO. 23B046 WITH DESERT FIRE EXTINGUISHER CO., INC. FOR FIRE SUPPRESSION AND FIRE EXTINGUISHER MAINTENANCE,

TESTING, AND INSPECTION SERVICES
RECOMMENDATION:

Approve Contract Services Agreement 23B046 (Attachment A) with Desert Fire Extinguisher Co., Inc., to provide fire suppression system and fire extinguisher maintenance, testing, and inspection services for an amount not to exceed $300,000, beginning April 1, 2023, through March 31, 2026, with two one-year extension options at the City’s sole discretion;

1. Authorize the City Manager or designee to execute all necessary documents. 2.

Attachments
Item 1K

CITY COUNCIL STAFF REPORT

DATE: MARCH 23, 2023 CONSENT CALENDAR

SUBJECT: APPROVE AGREEMENT NO. 23B046 WITH DESERT FIRE
EXTINGUISHER CO., INC. FOR FIRE SUPPRESSION AND FIRE

EXTINGUISHER MAINTENANCE, TESTING, AND INSPECTION

SERVICES

FROM: Scott C. Stiles, City Manager

BY: Department of Maintenance & Facilities

SUMMARY:

This action will approve a three- year agreement with two one- year options with Desert Fire Extinguisher Co., Inc., for fire suppression system and fire extinguisher maintenance, testing, and inspection services in an amount not to exceed $300,000.

RECOMMENDATION:

1. Approve Contract Services Agreement No. 23B046 (Attachment A) with Desert Fire Extinguisher Co., Inc., to provide fire suppression system and fire extinguisher maintenance, testing, and inspection services for an amount not to exceed $300,000 beginning April 1, 2023, through March 31, 2026, with two one- year extension options at the City’s sole discretion; and,

2. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on February 28, 2023, Desert Fire Extinguisher Co., Inc., is registered in the state of California. The owners are Michael Shayne and Denise Gilbert with 50% beneficial interest in entity.

STAFF ANALYSIS:

The contract with Desert Fire Extinguisher Co. 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.

Item 1K - Page 1
City Council Staff Report
March 23, 2023 -- Page 2
Award of Fire Suppression-Extinguisher Services Contract

An Invitation for Bids (IFB 23-17) was initiated by the City’s Procurement and Contracting Department on January 30, 2023, based on 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 . Two bids were received by the February 28, 2023, deadline as follows:

Vendor Bid
Desert Fire Extinguisher Co., Inc. $267,047.90
KORD Fire Protection $337,187.00

The contract is for three years with two optional one-year renewals and the unit pricing is fixed for the initial three -year term and subject to a CPI increase in the following years.

Staff recommends approval of a Contract Services Agreement 23B046 with D esert Fire Extinguisher Co., Inc., for a three- year term in the amount not to exceed $300,000 effective April 1, 2023 through March 31, 2026, with two one- year extension options at the City’s sole discretion.

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 environm ent, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for t he 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 the current Fiscal Year 2022- 23 Facilities & Maintenance Account 5206570-40105.

REVIEWED BY:

Department Director: David McAbee
Procurement and Contracting Manager: Kim Baker
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
Item 1K - Page 2
City Council Staff Report
March 23, 2023 -- Page 3
Award of Fire Suppression-Extinguisher Services Contract

ATTACHMENTS:

A. Agreement No. 23B046
B. Public Integrity Disclosure

Item 1K - Page 3

ATTACHMENT A

Item 1K - Page 4

Revised 2.9.22 Page 1 of 25

CONTRACT SERVICES AGREEMENT 23B046

FIRE SUPPRESSION SYSTEM AND FIRE EXTINGUISHER

MAINTENANCE, TESTING, AND INSPECTION SERVICES

THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 1, 2023, by and between the City of Palm Springs, a California char ter city and municipal corporation (“City”), and DESERT FIRE EXTINGUISHER CO., 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 contract or to provide the City with fire suppression system and fire extinguisher maintenance, testing, and inspection services. (“Project”).

B. Contractor has submitted to City a prop osal to provide fire suppression system and fire extinguisher maintenance, testing, and inspection services , to City under the terms of this Agreement.

C. Based on its experience, education, training, and re putation, Cont ractor 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, THEREFOR E, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valua ble 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 co nditions 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 sch edule 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, experience d, and well qu alified members of the professi on cur rently 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 w ith La w. Contract or sha ll comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when Item 1K - Page 5

Revised 2.9.22 Page 2 of 25

performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

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 p erformance of the Services required by this Agreement.

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

2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement accordin g 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 Contractor to any additional compensation regardless of the P arty responsible for the delay.

3. COMPENSATION OF CONTRACTOR

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 fo rth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in th e 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 i n t he 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 modi fications 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.

Item 1K - Page 6

Revised 2.9.22 Page 3 of 25

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

4. PERFORMANCE SCHEDULE

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

4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon sc hedule 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 Offic er 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 m ore 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, unrea sonable 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 restrict ions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclama tions 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 nec essary 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 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 foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years , commencing on issuance of Notice to Pr oceed, unless extended by mutual written agreement of the parties.

4.5 Termination Prior to Expiration of Term . City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an im mediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all 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 term ination is for cause, the City shall have the Item 1K - Page 7

Revised 2.9.22 Page 4 of 25

right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liab le for the full cost of the City's corrective action .

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Cons ultant is designated as being the principal and representative of Consultan t authorized to act and make all decisions in its behalf with respect to the specified Services and work: Michael Shayne (name), President (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the fo regoing 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 Con tractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

5.2 Contract Offi cer. The Contr act 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 perform ance of the S ervices. Contra ctor shall ref er any decisions that must be made by City to the Contract Officer. Unless otherw ise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assig nment. The experience, knowledge, education, capability, and reputation of Contractor , 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 provisio ns stipulated in this Agreem ent in cluding without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contra ctor shall be responsi ble 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 e mployees 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 perf orm all required Services as an indep endent contractor of City and shall not be an employe e of C ity 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, inc ome tax withholding, Item 1K - Page 8

Revised 2.9.22 Page 5 of 25

unemployment insurance, and workers’ compens ation insurance. Contrac tor shall not have any authority to bind City in any manner.

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

N ame: Title:

Michael Shayne President

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 requir e the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the S ervices are being performed as part o f an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage La ws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contract or agrees to fully comply with such Prevailing Wage Laws. Contra ctor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upo n t he Contractor and all subcontra ctors 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 a pprentices (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 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 requir e the same of any subc ontractors, 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.

Item 1K - Page 9

Revised 2.9.22 Page 6 of 25

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and ex pense), indemnify, protect, and hold harmless City, its elected officials, officers , employees, agents, and volunteers (col lectively the “Indemnified Parties”), from and against any and al l liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims” ), including but not l imited to Claims arising from injur ies to or d eath of persons (Contractor ’s e mployees included) , for damage to property, including property owned by City, for any violation of any federal, state, or local l aw or ordinance or in any ma nner arising out of, pertaining to, o r incident to any acts, errors or omissions , or willful miscon duct c ommitted 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 li mit 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 In demnified Parties for such m atters 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 incorporat ed herein, Contractor’s indemnification obligation shall be li mited 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, Contracto r’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 c oncerning 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 a ll 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 Contra ct Officer to evaluate the performance of such Services. The Contract Officer shall have f ull and free access to such books and records at all reasonable times, including the right to inspect, copy, audit , and mak e records and transcripts from such records.

Revised 2.9.22 Page 7 of 25

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 m aterials. Contractor may retain copies of such documents for Contractor's ow n use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

8.4 Release of Documents . Al l drawings, specifications, reports, recor ds, 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 d uring 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, docum ents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accept ed accounting principles and shall cl early 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 . Th is Agreement sh all 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 , S tate o f 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 accor ding 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 resu lt of negotiation betw een 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 Agr eement. 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 Re medies are Cumu lative. Except with resp ect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Item 1K - Page 11

Revised 2.9.22 Page 8 of 25

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.

9.5 Legal Action. In addition to any other rights or remedies, either P arty may take legal action, in law or in eq uity, to cure, correct , or remedy any default, to recover dama ges 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 relie f as may be gr anted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

10.1 Non-Liability of City Officers and Employees . No officer or employee of City shall be personally liable to the Contractor, or any success or-in-interest, in the event of any default or breach by City or for any amount which may become du e to t he 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 Discrimin ation. In connection with its performanc e under this Agreement, Contractor shall not dis criminate against any employee or app licant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultura l or linguistic characteristics, or ethn icity), sexual orientation, gender id entity, 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 certifi es that its actions and omis sions 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; recrui tment 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.

Item 1K - Page 12

Revised 2.9.22 Page 9 of 25

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 othe r Party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy- two (72) hours from th e 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: Desert Fire Extinguisher Co., Inc.

Attention: Michael Shayne
558 E. Industrial Place
Palm Springs, CA 92264

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, mad e b y or among the Parti es with respect to th e 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. Whenev er 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 phrase s, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invali d or unenforceable by va lid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.

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

11.6 Third Party Beneficiary . Except as may be expr essly 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 li mitation, any rights as a thir d-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.

Item 1K - Page 13

Revised 2.9.22 Page 10 of 25

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 be half of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

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

[SIGNATURES ON NEXT PAGE]
Item 1K - Page 14

Revised 2.9.22 Page 11 of 25

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND DESERT FIRE EXTINGUISHER CO., 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 1K - Page 15

Revised 2.9.22 Page 12 of 25

EXHIBIT “A”

SCOPE OF SERVICES/WORK

Including,

Schedule of Fees

And

Schedule of Performance

Item 1K - Page 16

Revised 2.9.22 Page 13 of 25

1.1 Scope:

A. Contractor shall furnish labor, materials and equipment to perform fire suppression and fire extinguisher maintenance, testing, and inspection services (Work) on an as- requested basis in City facilities.

B. Fire extinguisher equipment shall be inspected and serviced in accordance with NFPA standards as well as the manufacturer’s instructions.

C. Contractor shall conduct an “Even-Exchange” program that enables their technicians to provide extinguishers of like or better quality, same year of manufacture or newer, that have already been tested in a Regional Processing Center in trade for a City of Palm Springs extinguisher due for testing at that quoted s ervice cost on the bid sheet. The Contractor must contact the City Representative and show him/her the extinguisher to be exchanged as well as the replacement extinguisher. For any extinguisher that is replaced, vendor shall update the inventory spreadsheet and provide an updated copy to the City Contract Manager within 7 days. a. Scheduling and Access to City Facilities:

A. All routine maintenance work will be performed Monday through Thursday between 6:30 a.m. and 3:30 p.m., holidays excluded.

B. All work to be performed by the Contractor must be scheduled through a designated City Representative at least 7 calendar days in advance. Failure to schedule services in advance through the designated City Representative may result in the Contractor being denied access to City facilities at no subsequent cost to City.

C. The Contractor must perform any scheduled inspection(s) on an uninterrupted consecutive day schedule, other than City restrictions, until inspection is complete.

D. Contractor must check in with the designated C ity Representative on the day of scheduled service prior to beginning service. Failure to check in with the designated City Representative on the day of the scheduled service or performing services without approval of City, may lead to termination of the Agreement.

E. Fire extinguishers are to be inspected and charged yearly and as needed.

F. Kitchen fire suppression systems are to be inspected semiannually and include ML450 Fusible Links and Rubber Blow Off Caps, foil seals, 9v batteries as needed. b. Inspection/Testing Notifications and Reports:

A. Before proceeding with any testing and inspection, the Contractor shall notify the designated City Representative and/or designee.

B. Upon completion of test and service, those previously notified shall be advised that testing is complete. City representative will assure this takes place.

C. Within one (1) week of test/inspection, Contractor must submit to the City Representative an itemized service report and if applicable, recommendations for updates/repairs as required. Failure to provide reports within this timeframe may result in termination of contract.

D. If any extinguishers were NOT inspected (due to access restrictions, or construction), contractor shall notify City representative and inform City which were not inspect ed and reason(s) why.

Item 1K - Page 17

Revised 2.9.22 Page 14 of 25

E. In reference to the fire extinguishers internal MIC (microbiologically induced corrosion), testing will be considered a repair accordingly. c. Frequency of Inspection and Service:

A. The Contractor’s annual inspections, testing and maintenance programs shall satisfy the requirements of the current NFPA Standards, and Local Fire Department codes and standards and conform to the equipment manufacturer’s recommendations.

B. City shall not pay for equipment rental, transportation, trip, service; or administrative fees, meals, or any charges or costs required to complete the scope of services.

C. City will work with the Contractor to coordinate inspection schedules. This schedule will be agreed upon and shall be the same timeframe each year for annual f ire extinguisher inspections.
d. Fire Extinguisher Initial Survey / Inventory and Record Keeping:

A. The C ity representative will escort Contractor on the initial inspection in order to show vendor all areas where extinguishers are located. Contractor shall take an initial inventory of fire extinguisher locations . This inventory is critical f or the administration of this contract. The inventory and fire extinguisher locations at facilities shall be recorded on a spreadsheet by contractor (or in an alternate agreed upon electronic format) and made availabl e to C ity within 7 days of completion o f inventory.

B. This fire extinguisher inventory and location record shall be maintained on an electronic database or spreadsheet that allows tracking of inspections and services rendered on each extinguisher.

C. Database or spreadsheet utilized for this contract shall provide:
• Size, Type and Manufacture name
• Location (Building, room, vehicle, etc.)
• Date manufactured (20 yr. life span)
• Next hydro test due date
• Service history
• Is any repair or service needed?
D. If an electronic database is utilized it MUST already be in use by the Contractor and customer the Contractor provides service to. All technicians must be proficient in use of the program. The program will be utilized by the Contractor to locate extinguishers and record the action performed on each extinguisher during annual inspections as well as to ensure all items are inspected during each visit. This tracking tool is required as a mechanism to prevent any extinguishers or areas from being missed on an inspection as we have multiple fac ilities and vehicles with a high number of extinguishers.

E. A report MUST be provided to the C ity Representative within seven (7) days following the completion of any inspection. Failure to provide reports within the 7-day window may result in termination of contract.

F. Contractor shall update inventory records and provide information to C ity upon addition or deletion of fire extinguishers. “swapping” of extinguishers is only allowed Item 1K - Page 18

Revised 2.9.22 Page 15 of 25

if authorized by t he City representative. All swapped extinguishers must be updated in the software or spreadsheet to reflect accurately the extinguisher that is located there.
e. Portable Fire Extinguisher Service Procedures Performed Annually:

A. Annual Inspection Requi rements:
• Visually inspect extinguisher and pressure gauge
• Check the hydrostatic and maintenance dates
• Verify extinguisher is full
• Remove the tamper seal and safety pull pin
• Check the discharge hose for continuity
• Inspect all instruction labels
• Clean and re-hang the extinguisher
• Review the extinguisher placement, size, and type
• Attach a new State Fire Marshal certification tag
• The annual 12-year hydrostatic test, 5-year hydrostatic test for CO2 FE’s, and refills also include replacement of FE O’ rings, valve stem as sembly, and service collars.

B. Contractor shall contact the City Representative for access to Power Buildings, Elevator Rooms, Operation Center Rooms and Pump Stations or other areas which require access and require City personnel assistance for entry (a keyed entry).

C. Date of inspection and initials of the person performing the inspection shall be recorded, legibly, on the new State Fire Marshal certification tag attached to the fire extinguisher.

D. Record of the inspected extinguishers and corrective action shall be provided to the City Representative within seven (7) days of the start of the inspection.

E. Contractor shall invoice City for annual inspection within seven (7) working days from completion of annual service. Annual inspection report must be submitted prior to invoice being processed.

F. Contractor shall contact the C ity Representative to schedule satellite location inspections. C ity representatives will meet vendor at location to grant access for inspection.

G. All stations shall be scheduled and completed within a four (4) consecutive day period as the Contractor will need to be escorted by City personnel.

H. Following annual fire extinguisher inspection, Contractor shall provide a report li sting name of station, number of extinguishers inspected, and any corr ective action performed or recommended.

I. Invoices for annual inspection shall list each station, the number of extinguishers inspected at each station and or if related to vehicle or trailer. f. Fire Extinguisher, Suppression System Type, Quantities, Locations:

Location Address Equipment Type Quantity
Item 1K - Page 19

Revised 2.9.22 Page 16 of 25

Demuth Community
Center

3601 East
Mesquite Avenue
Palm Springs, CA
92264
Fire
Extinguishers
5 LB ABC 6
Kitchen Fire
Suppression
Ansul Guardian
Fire System
1 City of Palm Springs
– Bldg. (city yard,
vehicles, fleet)
225 El Cielo Rd
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 12
City of Palm Springs
– City Hall (3-cogen
plant by city hall, 3-
cogen plant by
pavilion, 2-cooling
center, 19-city hall)
3200 East Tahquitz
Canyon Way
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 16
Fire
Extinguishers
10 LB ABC 5
Fire
Extinguishers
5 LB Halon 4
Fire
Extinguishers
Water Mist 2
City of Palm Springs
– Leisure Center,
Swim, Stadium,
Pavilion (6-leisure
center, 5-pavilion, 4-
stadium, 5-vans for
leisure center, 1-
swim center)
3200 East Tahquitz
Canyon Way
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 20
Fire
Extinguishers
10 LB ABC 1
City of Palm Springs
– Pavilion (for
vehicles at leisure
center, pavilion)
402 South Pavilion
Way
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 3
City of Palm Springs
– Pavilion (for
pavilion, swim
center)
402 South Pavilion
Way
Palm Springs, CA
92262
Fire
Extinguishers
10 LB ABC 2
City of Palm Springs
– Pavilion
402 South Pavilion
Way
Palm Springs, CA
92262
Kitchen Fire
Suppression
Ansul Fire
Suppression
System
1 City Yard /
Warehouse Mobile
Kitchen
3200 E. Tahquitz
Canyon Way
Palm Springs, CA
92262
Kitchen Fire
Suppression
Ansul Fire
Suppression
System
1 Palm Springs
Historical Society
221 South Palm
Canyon Drive
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 6
Palm Springs Plaza
Theater
128 South Palm
Canyon Drive
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 25
Palm Springs Plaza
Theater
128 South Palm
Canyon Drive
Palm Springs, CA
92262
Fire
Extinguishers
20 LB ABC 1
Palm Springs Public
Library-Frey Bldg.
(13-library, 1-frey
bldg.)
300 South Sunrise
Way
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 11
Fire
Extinguishers
9 LB Halon 1
Item 1K - Page 20

Revised 2.9.22 Page 17 of 25

Police Department
Training Center
200 South Civic
Drive
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 27
Fire
Extinguishers
10 LB ABC 2
Fire
Extinguishers
5 LB Halon 2
Fire
Extinguishers
13 LB Halon 1
PS Fire – Food
Truck
3200 E. Tahquitz
Canyon Way
Palm Springs, CA
92262
Kitchen Fire
Suppression
Ansul Fire
Suppression
System
1 PS Fire
Departments –
Evidence
Hazardous Material
Storage
425 North Civic
Drive
Palm Springs, CA
92262
Kitchen Fire
Suppression
Pyrochem Fire
Suppression
System
1 Welwood Murray
Memorial Library,
Ruddy General
Store (7-welwood
(1-basement, 1-
archive room), 1-
ruddy, 4-adobe
storage (next to
ruddy))
100 South Palm
Canyon Drive
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 10
Fire
Extinguishers
5 LB Halon 2
Desert Highland
Park
480 West
Tramview Road
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 6
Fire
Extinguishers
10 LB ABC 2
Fire
Extinguishers
K-Class 1
Kitchen Fire
Suppression
Ansul Fire
Suppression
System
1 Downtown –
Belardo Parking
Structure
3200 E. Tahquitz
Canyon Way
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 30
Friends of the Palm
Springs Animal
Shelter (7-shelter, 1-
van)
4575 East
Mesquite Avenue
Palm Springs, CA
92264
Fire
Extinguishers

2.5 LB ABC 1
Fire
Extinguishers
5 LB ABC 7
Palm Springs Airport 3400 E. Tahquitz
Canyon Way
Palm Springs, CA
92262
Fire
Extinguishers

2.5 LB ABC 2
Fire
Extinguishers
5 LB ABC 45
Fire
Extinguishers
10 LB ABC 42
Fire
Extinguishers
20 LB ABC 12
Fire
Extinguishers
9 LB Halon 1
(2-maint terminal,
1-regional terminal,
Fire Sprinklers Risers 10
Item 1K - Page 21

Revised 2.9.22 Page 18 of 25

7-bono terminal)

Palm Springs City
Yard
3200 E. Tahquitz
Canyon Way
Palm Springs, CA
92262
Fire
Extinguishers

2.5 LB ABC 4
Fire
Extinguishers
5 LB ABC 51
Fire
Extinguishers
10 LB ABC 6
Fire
Extinguishers
30 LB ABC 1
Fire
Extinguishers
13 LB Halon 1
Palm Springs Fire
Department –
Stations 1,2,3,4,5
(1-station 1, 7-
station 2, 1-station
3, 8-station 4, 1-
station 5)
300 El Cielo Road
Palm Springs, CA
92262
Fire
Extinguishers
5 LB ABC 10
Fire
Extinguishers
10 LB ABC 7
Fire
Extinguishers
K-Class 1
Kitchen Fire
Suppression
Range Guard Fire
Suppression
System
1 Item 1K - Page 22

Revised 2.9.22 Page 19 of 25

Item 1K - Page 23

ATTACHMENT F

BID FORM
INVITATION FOR BIDS (IFB 23-17)

FIRE SUPPRESSION SYSTEM AND FIRE EXTINGUISHER MAINTENANCE, TESTING,

AND INSPECTION SERVICES
Respond ing to this IFB for fire suppression system and fire extingu isher maintenance, testing, and inspecttion services , the unders igned bidde r proposes and agrees to provide the services and work in accordance with the specifications. Bidder proposes and agrees to furn ish all labor, equipment , mater ials, supervisio n, and serv ice necessary to complete said Work in accordance with the Spec ifications of the City of Palm Springs and will accep t as full payme nt therefo re, the following unit cost amounts. The City of Palm Springs will not accept any addit ional charges, fees, etc. that are not already included or incorpo rated in the below unit costs.

For the initial three years of the Agreement term, the Unit Pricing shall rema in fixed. For optional years 4 and 5, Contractor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consume r Price Index (CPI) for the Riverside/San Bernadino/On tario region for the prior 12 month period effective on the anniversary date. Optional renewa l years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor .. ·' - - ESTIMATED UNIT PR!CE 5.UBTOTAL0, ..

ITEM · . DESCRIPTION UNIT · QUANTITY ' ,,,
ANNUAL MAINTENANCE FOR 2.5-

1.qo 1 30 LB ABC PORTABLE FIRE EA 1,257 q,q30.ao

EXTINGUISHERS

ANNUAL MAINTENANCE FOR
2 TYPE K, WET CHEMICAL EA 6 T '10 41. 40 PORTABLE FIRE
EXTINGUISHERS ' Bl-ANNUAL
\,gh0. 0D 3 TESTING/INSPECTION OF ANSUL EA 12 I SS'. 00

FIRE SUPPRESSION SYSTEM
Bl-ANNUAL
4 TESTING/INSPECTION OF THE EA 3 ,s~.oo ~!PS.oo ANSUL GUARDIAN FIRE

SUPPRESSION SYSTEM
ANNUAL MAINTENANCE FOR 0-

1. &JO 5 10 LB HALOGENATED (HALON) EA 42 331.'bO

PORTABLE FIRE EXTINGUISHER
ANNUAL MAINTENANCE FOR 2.5
1 .tfO 6 GAL WATER TYPE PORTABLE EA 6 41.40

FIRE EXTINGUISHER

SIX-YEAR TEAR DOWN

11.so 7 MAINTENANCE OF 2.5-30 L.B ABC !;A 1,257 IS", 112.S0

PORTABLE FIRE EXTINGUISHER
Bl-ANNUAL
8 TESTING/INSPECTION OF EA 3 \SS.00 41D !;, 0 O RANGE GUARD FIRE

SUPPRESSION SYSTEM

SIX-YEAR TEAR DOWN
9 MAINTENANCE OF 0-10 LB EA 42 31.00 l,~J'P.OD HALOGENTATED(HALON)

PORTABLE FIRE EXTINGUISHER

Revised 2.9.22 Page 20 of 25

Item 1K - Page 24

FIVE-YEAR HYDROSTATIC
10 TESTING FOR 2.5-30 LB ABC EA 1,257 14.so l~1 22!P.~IJ PORTABLE FIRE EXTINGUISHER

FOR DOT

FIVE-YEAR HYDROSTATIC
11 TESTING FOR 6 TYPE K, WET EA 6 1q.oo 414.00 CHEMICAL PORTABLE FIRE

EXTINGUISHER

FIVE-YEAR HYDROS TATIC
12 TESTING FOR 2.5 GAL WATER EA 6 l ~-SO 01.00 TYPE PORTABLE FIRE

EXTINGUISHER

TWELVE-YEAR HYDROSTA TIC
13 TESTING FOR 2.5-30 LB ABC EA 1,257 14-~D l(b,2.'21P. SD

PORTABL E FIRE EXTINGU ISHER
Bl-ANNUA L TESTING OF THE
14 PYRO-CHEM FIRE EA 3 l~S".00 4vs.oo SUPPRESSIO N SYSTEM

TWELVE-YEAR HYDROSTATIC
15 TESTING FOR 0- 10 LB EA 42 14-~0 IP D q .OD HALOGENA TED (HALON)

PORTABLE FIRE EXTINGUISHER
RECHARGING FOR 2.5-30 LB
16 ABC PORTABLE FIRE EA 1,257 1'2-,!;0 l!;;,112. ~o

EXTINGUISHER

DISPOSAL OF HALONG ENATED
11 17 (HALON) PORTABLE FIRE EA 42 i

EXTINGU ISHERS
TRIP CHARG E: FLAT RATE
18 CHARGE FOR THE ROUNDTR IP EA

COSTS PER DAY
1,000 Lfq .o 0 '+41, 00 0. 00
SERVICE CHARG E MINIMUM:

MINIMUM DOLLAR AMOUNT FOIR

CONTRACTOR TO COME ON-
SITE TO PERFORM WORK; ONCE
4q_oo 19 ACTUAL AMOUNT Of' \IVORK EA 1,000 l.}q, ODO. 00 EXCEEDS THIS MINIMUM, THEN

ABOVE RA TES WILL APPLY

INSTEAD OF TH IS MINIMUM AND
NOT IN ADDITION TO IT.

LABOR: REGULAR TIME: FOR

REPAIRS NOT INCLU DED IN

PERIODIC MAINTENANCE

LISTED ABOVE, AS AUTHORIZED
20 BY CR. RATES MUST BE FULLY

LOADED INCLUDING LABOR,
HR 1,000 75-00 1~.000 .00

TOOLS, AND EQUIPMENT

ACCORDING TO CITY

OPERATIONAL HOURS
MATERIALS: MARK-UP
PERCENTAG E: FOR ITEMS NOT

INCLUDED IN PERIODIC
MAINTENANCE LISTED ABOVE I .!;0 150.00 21 OR ITEMS NO T LISTED BELOW % 500

AT CONTRACTOR COST OF

MATERIALS PLUS A FIXED
MARKUP PERCENT AGE. (Enler
the oercent in the unit orice column

Revised 2.9.22 Page 21 of 25

Item 1K - Page 25
as a decimal figure: Example, for a
5% markuo. enter 1.05).
22 CHEMICAL: HALOGENATED LB 200 33,00 t,,'100.DO /HALON\ 23 POWDER: ABC LB 200 ,. .c;o soo.oo
24 O-RING EA 200 2.00 41lll. 011
25 VALVE STEMS: ABC PORTABL E EA 200 7-i;o l,S00.00 FIRE EXTINGUI SHER TOTAL 21,77, 041.~0
*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: __ m_il_n_t1_f_l_.S_h_a_V_ti_t_. _ ___ _ ______ _ Firm Name:_be_s_n_t_F1_r_e_~_x_ti_·n_q_t1_H_n_er_Co_.,_1n_c_. _____ _ Signature of Authorized Person:--~---- ·- ........ -=~---- - - Printed Name: __ hl_i c._h_lil_e_l _~_h_a_yn_e _ _ ________ _ ?re~ident Title: _ _______________ ______ _
1/2.l\/2.023 Date: ________ ______________ _

Revised 2.9.22 Page 22 of 25

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 1K - Page 26

Revised 2.9.22 Page 23 of 25

INSURANCE

Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the C ity, and submit concurrently with its execution of this Agreement .

Contractor shall also c arry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force an d effect during the term of this Agreement, incl uding any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and desi gnating the City, its elect ed off icials, 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, c ertificates, 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. Comprehen sive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and tw o million dollars ($2,000,000) general aggregate;

2. Automobile liability insurance with limits of a t least one m illion dollars ($1,000,000.00) per occurrence;

3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) pe r 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 l imits of at least on e 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 t his Ag reement, Contractor’s insurance coverage shall be primar y with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self -insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s in surance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and Item 1K - Page 27

Revised 2.9.22 Page 24 of 25

contribution it may have again st City, its elected officials, offic ers, e mployees, agents, a nd volunteers.

4. Errors and Omissions Coverage . If Errors & Omissions Insurance is required, and if Contractor provides claims made profes sional liability insuranc e, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor ’s services under this Agreement, or (2) to maintain professiona l liability insurance co verage with the same carr ier 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 shal l be provided by insurers admitted in the State of California with an A.M. Best’s Key R ating 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 an d endorsements, inc luding additional in sured endorsement s, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind cover age on its behalf. All proo f of insurance is to be received and approved by the City before wor k commences. City r eserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Ad ditional insured endorse ments are not required f or Errors a nd Omissions a nd 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 Additiona l Insu red E ndorsement wit h 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 re spects 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 canceled before the expiration date thereof, the issuing company will mail 30 day s writ ten notice to the C ertificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.

Item 1K - Page 28

Revised 2.9.22 Page 25 of 25

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, officers, employees, agents, and volunteers.

In addition to the endorsements li sted above , the City of Palm Springs shall be nam ed the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a pers on with authority to bind coverage, whether that is the author ized agent/broker or insurance underwriter.

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

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 reduc e 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 t he amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions.

8. Severability of Inte rests (Separat ion of Insu reds). This i nsurance 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 1K - Page 29
Item 1K - Page 30

ATTACHMENT D

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
INVITATION FOR BIDS (IFB 23-17)

FIRE SUPPRESSION SYSTEM AND FIRE EXTINGUISHER MAINTENANCE, TESTING, AND

INSPECTION 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 1K - Page 31
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.

ATTACHMENT B
Item 1K - Page 32
Item 1K - Page 33

1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
~eie-r+ F1rt £xt;nqu1s'1er Co., Inc.

Address of Entity (Principal Place of Business)
~sg f. In~ustrittl ~ftUe) Pttlm ~~tinq1, lf\ Cf22.l/Jlj Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State Ca I ifotn i Cf
If other than California, is the Entity also registered in California? D Yes D No Type of Entity
[11 Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

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
\'Y\ilhAt I ~htt~ ne SOl J Dtit-t-t fire t'l·hnsttt{her Co.J Inc. [name of owner/investor] [percentage of beneficial interest in entity and Dtn1~e Gilb er+ name of entity]
B.
~01., PHert Fire E.x+,·111t.1ishtr co.J IIH.
[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.

Signa~~ Name, Title
milhae\ ~htt~ne, Pre~ide.nt
Date
Item 1K - Page 35
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:
i. 50%

CITY COUNCIL STAFF REPORT
03/23/2023
SUBJECT:

APPROVAL OF A FOUR-YEAR COMMUNITY WORKFORCE ADMINISTRATION SERVICES AGREEMENT WITH TSG ENTERPRISES, INC. DBA THE SOLIS GROUP, IN AN AMOUNT NOT TO EXCEED $200,000
RECOMMENDATION:

Approve a four-year service agreement with TSG Enterprises, Inc. dba The Solis Group, for the administration of the City’s Community Workforce Agreement for an estimated amount not to exceed $200,000.

1. Authorize the City Manager or designee to execute the agreement. 2.

Attachments
Item 1L

CITY COUNCIL STAFF REPORT

DATE: MARCH 23, 2023 CONSENT CALENDAR

SUBJECT: APPROVAL OF A FOUR-YEAR COMMUNITY WORKFORCE

ADMINISTRATION SERVICES AGREEMENT WITH TSG ENTERPRISES, INC. DBA THE SOLIS GROUP , IN AN AMOUNT NOT TO EXCEED
$200,000

FROM: Scott C. Stiles, City Manager

BY: Engineering Services Department

SUMMARY:

Approve a four-year service agreement with TSG Enterprises, Inc. dba The Solis Group, for the administration of the City’s Community Workforce Agreement.

RECOMMENDATION:

1. A pprove a four-year service agreement with TSG Enterprises, Inc. dba The Solis Group, for the administration of the City’s Community Workforce Agreement for an estimated amount not to exceed $200,000.

2. Authorize the City Manager or designee to execute the agreement.

BUSINESS PRINCIPAL DISCLOSURE:

The Solis Group is a California corporation (see Attachment A).

BACKGROUND:

At the February 27, 2020 meeting, the City Council directed S taff to forge a partnership between the City of Palm Springs and the San Bernardino/Riverside Building and Construction Trades Council ("Building Trades Council") as well as other independent labor groups (i.e. , Southwest Regional Council of Carpenters) , with a goal to create construction jobs for local residents, veterans and minorities on City public works projects valued at $1 million or more. This relationship is envisioned to expand the City's ongoing job creation efforts for the City's public works projects. The partnership is intended to develop skilled workers in the construction industry by capitalizing on opportunities available on larger City-funded public works projects.

Item 1L - Page 1
City Council Staff Report
March 23, 2023 -- Page 2
Award Service Agreement for CWA

As outlined in the February 27, 2020 Staff Report, a key component of the program would be a Community Workforce Agreement (CWA). The CWA is applied to eligible City of Palm Springs public works projects, to set a goal of hiring local residents working in skilled crafts and trades who otherwise travel to worksites outside the City for employment, as well as at -risk youth, low income and under/unemployed residents, women, minorities, LGTBQ+ members of the community, and veterans.

The CWA is a result of discussions with the Building Trades Council representative and representatives from the Southwest Regional Council of Carpenters. The CWA identifies which types of City public works construction projects would be subject to the agreement.

The CWA's term is for a period of five years from the effective date. Some of the key points of the CWA include the following:

1. Applies to City public works projects of $1,000,000 or more.

2. A five-year term beginning August of 2021.

3. A goal of 30%, as recommended by the Building Trades Council initial draft CWA, of the total work hours performed on City public works projects subject to the CWA shall be local residents (those within specified C oachella Valley zip codes), as well as veterans, regardless of where they reside.

4. The goal is for the career placement of disadvantaged and at-risk youth, low income and under/unemployed residents, women, minorities, LGTBQ+ members of the community, and veterans. The Unions commit to:
a. Coordinate and participate in City-based Career and Apprenticeship Fairs and Events;
b. Provide Industry Speakers for City Programs and Outreach Events; c. Support Local Events and Programs designed to recruit and develop adequate numbers of competent workers in the Construction Industry; d. Work cooperatively with the City and Community groups to provide pre- apprenticeship training utilizing Building Trades and Union Apprenticeship readiness Programs.

5. Incorporates the City's non-discrimination protections (PSMC 7.09.040).

6. Promotion of programs describing opportunities available for involvement of local residents, entrance into formal labor/management apprenticeships, and available training for students and graduates of the City wishing to pursue careers in construction with such cost to be the responsibility of the members of the Trade Council/Union and contractors.

7. The Trade Council will identity, establish, and maintain effective programs and procedures for persons interested in entering the construction industry.

8. The use of Apprentices, through a Joint Labor Management Apprenticeship Program, up to 30% of each craft's workforce, resulting in a highly skilled and safety conscious project workforce.

Item 1L - Page 2
City Council Staff Report
March 23, 2023 -- Page 3
Award Service Agreement for CWA

9. The City, Trade Council members, and contractors will mutually promote training opportunities to encourage application from Palm Springs residents.

10. The City will designate a "CWA Administrator" (either from City's own staff or an independent contractor) to serve as the City's liaison for Contractors and other persons, monitor compliance with the CWA, assist in implementing the CWA.

11. No work-stoppage and lock-out clause to avoid project disruptions and delays.

The Community Workforce Agreement went into effect August 31, 2021 and the City is now in need of an Administrator to provide administrative and labor compliance services.

STAFF ANALYSIS:

The Procurement and Contracting Department , in coordination with the Engineering Services Department, issued a Request for Proposals (RFP) for Community Workforce Administration Services on January 9, 2023. The RFP was advertised in the l ocal newspaper and on Planetbids, the City’s electronic bid site, which automatically notified fifteen construction firms of the solicitation. A pre- proposal conference was held on January 18, 2023.

Three proposals were received by the deadline of February 8, 2023, at which time the evaluation process began. The evaluation team made up of City S taff from Engineering Services, Development Services, and Deputy City Manager’s Office evaluated the proposals received against the evaluation criteria. The evaluation criteria consisted of the firm’s experience, the team’s experience, a demonstration of the understanding of the work, local preference, and cost. In addition, references were checked to confirm successful past work experiences.

Staff is recommending award of the contract to TSG Enterprises, Inc. dba Solis Group as the highest scoring proposer. The Solis Group provides the services that the City needs to administer this program and has been successful delivering these services for a number of other public agencies in California. A copy of the agreement is included as Attachment B.

The amount recommended for award of the contract represents an estimate of the cost of the services needed over the term of the agreement. Since this is the City’s first Community Workforce Agreement , the actual costs may fluctuate depending on the number of public works projects that the City undertakes.

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)(5).

Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment are not considered a “Project”.

Item 1L - Page 3
City Council Staff Report
March 23, 2023 -- Page 4
Award Service Agreement for CWA

ALIGNMENT WITH STRATEGIC PLANNING:

This action aligns with the Strategic Plan Item 3 – Community Infrastructure – as its purpose is to increase the number of construction staff available to perform capital projects for the City and to ensure that those workers are paid a fair wage for their work.

FISCAL IMPACT:

The estimated cost for the contract is between $50,000 to $100,000 per year depending on the amount of projects requiring a labor agreement. Funding for this agreement is available in the Contractual Services Account 1002000-40105.

REVIEWED BY:

Procurement and Contracting Manager: Kim Baker
City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Public Integrity Disclosure Form
B. Service Agreement

Item 1L - Page 4

Attachment A
Item 1L - Page 5

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

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

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

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

6. Officers, Directors, Membe rs, Managers, Tru stees, Other F iduciaries (please specify) Note: If any response is not a natural person, please iden tify all off icers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other _____________ ______________
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
________________________________
 Officer  Director  Member  Manager
[name]  General Partner  Limited Partner
 Othe r __________________________
TSG Enterprises, Inc. dba The Solis Group
3452 E Foothill Blvd, Ste 200, Pasadena, CA 91107
See above
California
X
Elvira Elizabeth Diez Solis X
Andrew Solis-Castillo X
Item 1L - Page 6

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

EXAMPLE

JANE DOE
[name of owner/investor]
50% , A BC COM
PANY, 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 owne r/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/inve stor] [p ercentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [p ercentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of benef icial interest i n entity and name of entity]

I D ECLARE UNDER PENALTY OF PERJURY UNDER T HE LAWS OF T HE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date Elvira Elizabeth Diez Solis
100%, TSG Enterprises, Inc. dba
The Solis Group
Elvira Elizabeth Diez Solis,
CEO
February 3, 2023
Item 1L - Page 7
City of
Palm Springs, CA.

Busine ss
Disclosure Supplementary Instructions
In an effor
t to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary i nstructions to clearly identif y th e 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 i ts members or having a financial interest, all other such bu siness entities must also be disclosed, including those e ntities other business entities, if any.

Ult imat el
y, 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 the business entities (and any other bus iness entities comprising your business entity).

As an exam
ple, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:

John Doe, Jill Doe, and Jay Doe, which i s ow ned 50% by Acme Brot hers, LLC, a Cal ifornia limited liabilit y comp any, and John Doe (25% inte rest) and Jill Doe (25% i nterest). 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 comp any, w hich is ma naged by George Doe, with G eorge Doe and Jane Doe having 50% interest each.

The ful
l 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 Brot
hers, 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 1L - Page 8

Attachment B
Item 1L - Page 9

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CONTRACT SERVICES AGREEMENT 23P041

COMMUNITY WORKFORCE ADMINISTRATION SERVICES

THIS AGREEMENT FO R CONTRACT S ERVICES (“Agreement”) is mad e and entered into on April 1, 2023, by and between the City of Palm Sp rings, a Califo rnia charter city and mun icipal corporation (“City”), and TSG Enterprises, Inc. dba The Solis Group, 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 Community Workforce Administrator, to manage the City’s Community Workforce Agreement (“Service”).

B. C ontractor has submitted to Cit y a pro posal to provide Community Workforce Administration, under the terms of this Agreement.

C. Based on its e xperience, educat ion, training, a nd r eputation, Contractor is qualified and desires to provide the necessary services to City for this Service.

D. Cit y desires to retain the services of Contractor.

NOW, THEREFORE, in consideration of the promi ses and mutual obligations, covenants, and conditi ons contained herein , and ot her val uable consi deration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. CO NTRACTOR SERVICES

1.1 Scope of Ser vices. In compliance with all ter ms and conditions of this Agreement, Contractor shall prov ide se rvices to City as described in the Scope of Services/Work attached to th is Agreement as Exhibit “ A” and incorporated herein by reference (the “ Services” or “ Work”). Exhibit "A" in cludes the a greed upon schedule o f performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordin arily e xercised by hig h quali ty, e xperienced, and well qualif ied members of t he profession c urrently practicing under similar conditions. In the ev ent of any inconsistency between the terms cont ained in the Scope of S ervices/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 C ompliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing t he Services. Con tractor shall be lia ble for all v iolations of such laws and regulations in connection with the Services and this Agreement.

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1.3 Li censes and Permits. Contractor shall obtai n at it s 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 F amiliarity with Work. By executing this Agreement, Contractor warrants that it has carefull y consi dered h ow the Work should be performed and fully under stands the facilities, difficulties, and restrictions a ttending performance of the Work under this Agreement.

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

3. COMP ENSATION OF CONTRACTOR

3.2 Method of Payment. In any month in which Co ntractor wishes to r eceive 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 m onth, 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 Ci ty and co nsistent with thi s Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes. In th e event any change or changes in t he Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any add itional fees. An amendment m ay be entered into:

A. T o 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 service s n ot included in th is Agreement or not customarily furnished in accordance with generally a ccepted practice in C ontractor’s profession.

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

4. PERFORMANCE SCHEDULE

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

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

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For p urposes of thi s s ection, “order s of gov ernmental authorities,” incl udes ordinances, emergency proclam ations and orders, rules to protect the public health, welf are and safety, and other actions of the City in its capacity as a muni cipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay , and extend the ti me for performing the Services fo r the peri od of t he enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Of ficer’s determination shall be final and conclusive upon the Parties to this Agreement. The C ontractor will not receive an adj ustment to the contract price or any other compensation. Notwithstanding the f oregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier termin ated in accordance with Section 4.5 o f this Agreement, this Agreement shall continue in full force and effect for a period of four years, commencing on issuance of a notice to proceed unless extended by m utual writ ten agreement of the Parties.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the per iod o f notice shall be s uch shorter t ime as may be determined by the City . Upon r eceipt of th e notice of term ination, Contractor shall immediately ce ase a ll S ervices excep t such as may be specifically app roved by t he Contract Officer. Contractor shall be e ntitled to c ompensation 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 ot her 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 f or termination of Work. If the termination is f or cause, the City shall have the right to take whatever steps it dee ms n ecessary to correct Contractor's d eficiencies and charge the cost th ereof to Contractor, who sh all be liable for the ful l cost of th e City's corrective action. Contractor may not terminate this Agr eement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative o f Contractor. T he f ollowing princip al of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions i n its behalf with r espect to th e specified Services: Elizabeth Solis, CEO Owner It is e xpressly underst ood that the experience, knowledge , education, capability, and reputation of the foregoing pr incipal is a substantial inducement for City to enter into this Agreement. T herefore, the foregoing principal shall be responsible dur ing the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

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5.2 Contract Office r. The C ontract Officer shal l b e the City Manager or his /her designee ("Contract Officer"). Contractor shall be responsible f or keepi ng 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 C ity to the Contr act Officer. U nless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assignment . The exper ience, knowledge, educat ion, capability, and reputation of Contractor, its principals, and employees, were a substant ial inducement for C ity to enter into this Ag reement.

Contractor sh all not contract with a ny other individual or entity to perf orm any S ervices required under this Agreement without the City's express wr itten approval. I n ad dition, neither this Agreement nor any inte rest may be assigned or transfer red, voluntarily or by operation of law, witho ut the prior wr itten a pproval of City . Subcontracts, if a ny, shall contain a provisions maki ng them subject to al l p rovisions stipu lated in t his Agreement including without limitation the insurance and indemnif ication requirements. If Contractor is permit ted to subcontract a ny part of this A greement by Cit y, Co ntractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothin g contained in this A greement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any o f its employees shall have any control over the man ner, mode, or means by which Contractor , its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations a s are consisten t with that role ; however, C ity shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any ti me or in any manner represent that it or any of its ag ents or employees a re agents or employees o f City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with th eir performance under this A greement and as required by law .

Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: so cial security taxes, income tax with holding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services i n this Agreement. Contractor shall not alter the assignment of t he following personnel without the prior writt en a pproval of the Cont ract Officer. Acting th rough t he City M anager, the City s hall have the unrestricted r ight to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

N ame: T itle:

Katie Rich CWA Administrator
Andrew Solis-Castillo Labor Compliance Administrator

5.6 California Labor Code Requirements.

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“public works” or “maint enance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15 ,000 or more for ma intenance or $25,000 or more fo r construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilitie s, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It sha ll be mandatory upon the Contractor and all subcontractors to comply wi th 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), c ertified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. I f the Services a re being per formed as part of an applicable “ public w orks” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demol ition, installation, or repai r, then pursuant to Labor C ode Sect ions 1725.5 and 1771.1, the Contractor and all subcontractors performing such S ervices must be registered with the Departm ent of Industrial Relations. C ontractor shall maintain registration for the duration of t he Project and require the same of a ny subcontractors, as applicable. This Agreement may also be subject to compliance mon itoring and enf orcement by the Department o f Industrial Relations. I t shall be Contractor’s sole r esponsibility to comply with al l a pplicable registration and labor compliance requirements.

6. I NSURANCE
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 t he fullest exte nt permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold har mless City, i ts elected of ficials, officers, employees, agents, and volunteers (collect ively the “Indemnified Parties”), from and agai nst any and all liabilities, actions, suit s, claims, demands, losses, costs , judgments, arbitration a wards, settlements, d amages, demands, orders, pe nalties, a nd expenses i ncluding legal cos ts and attorney fees ( collectively “Claims”), including but not li mited to Cla ims arising from injuries to or death of persons (Contractor’s employees included), for d amage to property, including property owned by City, for any violation of any federal, st ate, or local law o r o rdinance or in an y manner arising out of, per taining to, or incident to a ny 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 exc ludes Claims arisin g f rom th e sole negligence or willf ul misconduct of the Indemnified Parties . Un der no circum stances shall the insurance requirements and limits set f orth in this Agreeme nt be con strued t o limit Contractor ’s indemnification obligation or other liability under t his Agreement. Contractor ’s indemnification obligatio n shall survive the exp iration or earlier termi nation of t his Agreement until all actions a gainst the Indemnifi ed Parties for su ch matters indem nified are fully and finally barred by t he 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 obl igation to defend, indemnify , and/or hold harmless arises o ut of Item 1L - Page 14

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Contractor’s performance as a “design professi onal” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the C laims ari se out of, pert ain to, or relate to the negligence , recklessness, or willful misconduct of the Contractor in the performance of the Services or this A greement, and, upon Contractor obtaining a final adjudic ation by a court o f competent jurisdiction, Co ntractor’s liability for s uch claim, including th e cost to d efend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

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

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and e xpenditures pertaining in any wa y to this Agreement.

Contractor shall keep s uch books and r ecords as s hall be necessary to proper ly perform the Services required by t his Agreement and enable the Cont ract 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 Ow nership of Documents. All d rawings, spec ifications, reports, records, documents, and other m aterials prepared by Contractor in the perf ormance of t his Agreement shall be the property of City. Contractor shall deliver a ll above -referenced documents to Ci ty upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for fur ther em ployment or additional compensation as a resul t o f the exercise by City of its f ull rights or owners hip of the documents and mat erials. Co ntractor may retain copies of such documents for Contractor's o wn u se. Contractor shall have an unrestricted right t o use th e c oncepts embodied in such documents.

8.4 Release of D ocuments. All dr awings, specificatio ns, reports, rec ords, documents, and ot her materials pre pared by Contractor in the performance of S ervices under this Agr eement shall not be released publicly wit hout the prior written approval of the Contract Officer.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall pr ovide City, or othe r agents of City, such acces s to Co ntractor’s books, r ecords, pay roll document s, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, docum ents, and activities directly relat ed to Contractor’s performance under this Agreement. Cont ractor shall maintain such books, rec ords, data, and documents in accordance with gene rally ac cepted accounting principle s an d shall clearly ide ntify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

9. ENFORCEMENT OF AGREEMENT

9.1 California Law. T his Agreement shall be construed and interpr eted both as to validity and to per formance of the parties in accordance with the laws of t he State of California. Legal action s con cerning any dis pute, claim , or m atter arising out of or in relation to this Agr eement shall b e instituted in t he Superior C ourt of the County of Riverside, State of Californ ia, or any other appropriate c ourt in such coun ty, and Item 1L - Page 15

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Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

9.2 Interpretation. This Agreement shall be construed as a whole acco rding to its fair language and common meaning to achieve the objectives and purposes of the Parties.

The term s of this Agreement ar e contractua l and the result of negotia tion bet ween the Parties. Accor dingly, any rule of c onstruction of contracts (includi ng, without limit ation, California Civil Code S ection 1654) that ambiguities are to be construed agai nst the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for conveni ence and identification purp oses only and shall not be deemed to limi t, expand, or define the contents of the respective sections or paragraphs.

9.3 Waiver. No delay or omission in t he exercise of any right or remedy of a non - defaulting Party on any default shall impair such ri ght o r re medy or be constru ed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or a pproval of any s ubsequent act of Contractor. Any waiver by eit her Party of any default must be in writing . No such waiver shall be a w aiver of any other default concerning the same or any other provision of this Agreement.

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

9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in la w or in equity, to cure, correct, or r emedy any d efault, to recover damages for any defau lt, to c ompel specific perform ance of this Agreement, t o 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 suc h other relief as may be gr anted, t o r ecover from the non - prevailing Party all reasonable costs and expenses. The se include but are not limited to reasonable attorney fe es, ex pert cont ractor fee s, court cos ts a nd all fees , cos ts, and expenses incurred in a ny appeal or in collection of any judgment entered in suc h proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

10.1 Non-Liability of City Office rs and Employees. No officer or employee of Cit y shall be pers onally liable to the C ontractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.

10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year therea fter. 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.

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10.3 Covenant Against Discrimination. In connection with its performance under this A greement, Contractor shal l n ot discriminate agai nst any employee or applica nt for employment because of actual or perc eived race, religion, color, sex, age, marital st atus, ancestry, national origin ( i.e., p lace of origin, immigration statu s, cultural or linguistic characteristics, or ethnici ty), sexual orientation, gender i dentity, gender ex pression, physical or mental di sability, or medical condition (each a “prohibi ted basis”). Contractor shall ensure that applicants are employed, and tha t employees are treated during their employment, with out regard to any prohibited basis. A s a condition precedent to City’s lawful ca pacity to ente r th is Agree ment, and in executing this A greement, Contractor certifies that its actions and omissions hereunder shall not incorporate any dis crimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to t he follo wing: emplo yment, upgrading , demotion or t ransfer; recruitment o r recruitment advertising; layoff or termination; rates of pay or other f orms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance wit h the provis ions o f Palm Sp rings Municipal Code Secti on 7.09. 040, including without limi tation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mai led 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
A ttention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: TSG Enterprises, Inc. dba The Solis Group Elizabeth Solis
3452 E Foothill Blvd. Ste 200
Pasadena, CA 91107

11.2 I ntegrated Agreemen t. This Agreem ent constitutes the entire under standing between the P arties and s upersedes and cancels all prior negotiations, a rrangements, 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 Agre ement shall be interpreted in suc h a manner as to be effective and valid under applicable law. In the event that any one or more of the phr ases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforce able by valid judgment or decree of a court of competent jurisdic tion, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sec tions of this Agreement, which shall be interpreted to carry out the intent of the Parties.

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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 Part y Beneficiary. Excep t as may be expr essly provi ded for in this Agreement, no thing contained in this Agreement is i ntended to confer, nor shal l this Agreement be con strued as c onferring, any rights, including, without limitation, any r ights as a third -party beneficiary or othe rwise, upon any entity or p erson not a party to this Agreement.

11.7 Recitals. The above- referenced Recitals are hereby incorporated int o 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 A uthority. The person s executing this Agreement on behalf of the P arties warrant that t hey are duly authori zed to execute this Agreement on be half of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

11.9 Counterparts. Thi s Agreement may be signed in counterpa rts, each of whi ch shall constitute an original.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND TSG Enterprises, Inc. dba

THE SOLIS GROUP

IN WITNESS WHEREOF, the P arties h ave 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. ________ Agreement No. 23P041

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 19

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EXHIBIT “A”

SCOPE OF SERVICES/WORK

Including,

Schedule of Fees

And

Schedule of Performance
Item 1L - Page 20

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SCOPE OF WORK

1.1 Background:

A. A t the February 27, 2020 City Council meeting, the City Council directed staff to forge a partnership between the City of Palm Springs and the San Bernardino/Riverside Building and Construction Trades Council ("Building Trades Council") as well as other independent labor groups (i.e. Southwest Regional Council of Carpenters) with a goal to create construction jobs for local residents, veterans and minorities on City public works projects valued at $1 million or more. This relationship is envisioned to expand the City's ongoing job creation efforts for the City's public works projects. The partnership is intended to develop skilled workers in the construction industry by capitalizing on opportunities available on larger City - funded public works projects.

B. As outlined in the February 27, 2020 staff report a key component of the program would be a Community Workforce Agreement (CWA). The CWA is applied to eligible City of Palm Springs public works projects, to set a goal of hiring local resident s working in skilled craf ts and trades, who otherwise travel to worksites outside the City for employment, as well as at risk youth, low income and under/unemployed residents, women, minorities, LGTBQ+ members of the community, and veterans.

The CWA is a result of discussions with the Building Trades Council representative and well as representatives from the Southwest Regional Council of Carpenters. The CWA identifies which types of City public works c onstruction projects would be subject to the agreement . The CWA's term is for a period of five years from the effective date. Some of the key points of the CWA include the following:

1. Applies to City public works projects of $1,000,000 or more

2. A five-year term beginning August of 2021

3. A goal of 30%, as recom mended by the Building Trades Council initial draft CWA, of the total work hours performed on City public works projects subject to the CWA shall be local residents (those within specified CV zip codes), as well as Veterans, regardless of where they reside

4. The goal is for the career placement of disadvantaged and at- risk youth, low income and under/unemployed residents, women, minorities, LGTBQ+ members of the community, and veterans. The Unions commit to:
a. Coordinate and participate in City based Career and Apprenticeship Fairs and Events;
b. Provide Industry Speakers for City Programs and Outreach Events; c. Support Local Events and Programs designed to recruit and develop adequate numbers of competent workers in the Construction Industry; d. Work cooperatively with the City and Community groups to provide preapprenticeship training utilizing Building Trades and Union Apprenticeship readiness Programs.

5. I ncorporates the City's non-discrimination protections (PSMC 7.09.040)

6. Promotion of programs describing opportunities available for involvement of local residents, entrance into formal labor/management apprenticeships, and available Item 1L - Page 21

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training for students and graduates of the City wishing to pursue careers in construction with such cost to be the responsibility of the me mbers of the Trade Council/Union and contractors

7. The Trade Council will identity, establish and maintain, effective programs and procedures for persons interested in entering the construction industry

8. The use of Apprentices, through a Joint Labor Managemen t Apprenticeship Program, up to 30% of each craft's workforce, resulting in a highly skilled and safety conscious project workforce

9. The City, Trade Council members, and contractors will mutually promote training opportunities to encourage application from Palm Springs residents

10. The City will designate a "CWA Administr ator" (either from City's own staff or an independent contractor) to serve as the City's liaison for Contractors and other persons, monitor compliance with the CWA, assist in implementing the CWA

11. No work-stoppage and lock-out clause, to avoid project disruptions and delays

1.2 Scope:

A. Introduction and General Information. Work will be performed on an as needed basis. The CWA Administrator (Contractor) shall ensure that standard application and enforcement of the Community Workforce Agreement is followed by trade contractors for specified projects and to promote the exchange of information between the unions and the contractors, facilitate pre -bid and pre- construction meetings, support the dispute resolution, and otherwise maximize labor harmony and stability throughout the duration of the projects. The CWA Administrator will advise both unions and contractors as to the appropriate manner for each party’s implementation of the Community Workforce Ag reement. Outlined below are the required typical steps/activities required for the services of monitoring the Community Workforce Agreement:

1. Develop Community Workforce Agreement Monitoring Administrative Structure. a. Prepare and Issue Labor Relations Guidelines:
i. Manual on interpretation and application of the Community Workforce Agreement for contractors to use as a guide.
ii. Brief synopsis and major components of Community Workforce Agreement.
b. Establish reporting communication lines for the program with the City as follows:
i. Attend Pre-bid and pre-construction meetings held with City, project staff and bidding contractors.
ii. Assist the City with contract language relating to the CWA (as-needed). iii. Provide Status on routine labor relations issues; grievances, safety issues, manning, etc.
c. Establish reporting communication lines for the program with the contractors as follows:
i. Provide Community Workforce Agreement interpretations relevant to jobsite operations at prebid conferences.

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ii. Assist with q uestions and answers to issues arising on the jobsite. iii. Establish pre-job conference with unions.
iv. Prepare CWA materials for bid packages for pre-bid meetings. v. Provide structure for contractors to obtain answers to “Frequently -Asked Questions”.
vi. Attend pre-bid meetings to receive qu estions, provide overview of CWA and issue an educational related handout.
vii. Issue CWA contract interpretations and clarifications. viii. Maintain log of CWA interpretations and clarifications. ix. Maintain grievance log and status.
x. Provide advice to contractors on ho w the CWA applies to particular facts as situations arise.
d. Establish reporting communication lines for the program with the Unions as follows:
i. Establish initial meetings with building and constr uction trades councils, as appropriate, for outreach and educational initiatives ii. S et schedule and agenda for monthly Labor-Management meetings. iii. Attend building trades council meetings as required to discuss any safety issues or labor-management developments.
iv. Establish pre-job conferences with contractors.

B. Implement Community Workforce Agreement Administration

1. Provide guidance to contractors on the CWA and its operation; assure contractor compliance with obligations under the CWA.

2. Establish monthly labor-management meetings.

3. Communicate with the unions on interpretati on issues and field q uestions concerning jobsite issues.

4. Oversee grievance activity. Serve as advisor to contractors in responding to grievances, jurisdictional disputes, or jobsite controversies.

5. City Interface and Reporting

6. Provide reports to the City on issues and developments under the CWA (as requested). Address issues that have been raised by the unions also provide the following:
a. Provide any other information or communications on progress under the CWA to the City.
b. All reports will be reviewed with t he Contractor to assure complete City requirements.
c. Attend various City management meetings as directed.

C. Construction Site Labor Relations Activities

1. Initial briefing and coordination with contractors.

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2. Perform jobsite reviews.
a. Monitor union and contractor relationships, working conditions and contractor practices.
b. Escort union representatives during the on-site visits. c. Confer with contractors.
d. Anticipate needs and issues, e.g., manpower, jurisdictional assignments, disputes, and referral questions, etc.

3. Monitor Safety Issues on Project and Compliance with Community Workforce Agreement.
a. Interface with safety support on-site (as needed).
b. Coordinate safety issues in the CWA with the City, contractors, and organized labor.
c. Establish and co-chair the Labor – Management Safety Committee.

4. Work Assignment Issues and Jurisdictional Dispute Processing. a. Familiarize cont ractors with CWA work assignment rules and assure contractor understanding and adherence to appropriate jurisdictional practices and rules.
b. Advise contractors on work assignments.
c. Assist contractors in meetings with disputing unions. Consult or involve International Union representatives, where necessary and appropriate. d. Assist contractors and participate, where appropriate, in the National Impartial Board hearings or arbitration proceedings.

5. Labor Management Meeting Activities.
a. Co-Chair Labor– Management meetings.
b. Develop meeting agenda with the Union’s input.
c. Assign or perform necessary follow-up on action items from the meeting. d. Report to the City on Labor–Management meeting activities.

6. Work Disruption Response.
a. Maintain no strike provisions of the CWA.
b. M aintain lines of communication with unions, international unions, attorneys, and the City of any potential work disruption, as appropriate.

7. Miscellaneous Matters.
a. Prepare reports of activities to the City, as requested (cases on Community Workforce Agreement’s, jurisdictional or grievance decisions, OSHA, inspections, citations, National Labor Relations Board cases, etc.). b. Monitor craft availability and sk ill levels for forecasting program requirements (as needed).
c. Maintain open and regular communications with local union representatives, and regional representatives.

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8. Community Outreach.
a. Assist in establishing information/outreach centers. b. Establish coordinating relationship with local public agencies and community base organizations.
c. Determine resources needed for implementation.
d. Identify availability of local workers and apprentices. e. Identify capacity of local community -based organizations and technical assistant organizations.
f. Coordinate with the City to size bid packages to match local capacity. g. Identify opportunities for Small Business Development Program. h. Coordinate with community and outreach efforts, and their interface with the CWA.
i. Review craft appr enticeship programs – apprentice levels, training progress, access of community groups, for maximizing the participation to the program of local residents.

9. Main Office Administration. The Contractor’s Main Office Labor Relations Support Staff roles and responsibilities are as follows:
a. Primary point of contact for the City.
b. Provide main office technical support, as needed, to the Program. c. Overall responsibility for negotiating and administering the CWA. d. Establish labor relations procedures and policies for City Construction Projects covered by the Community Workforce Agreement.
e. Interface with the National Building Trades Council and the General Presidents of International Unions signatory to the CWA. f. Establish and act as direct liaison in all communications with organized labor. g. Monitor the contract between the City and Contractor.

D. Program Reporting
The Community Workforce Agreement Administrator will prepare monthly reports to the City detailing its Community Workforce Agreement monitoring and other labor compliance activities. I n addition, the CWA Administrator will prepare quarterly reports about apprentice utilization and the training and employment of City service area residents. Finally, the CWA Administrator will prepare all annual and project completion reports required by the DIR.

E. Labor Compliance Administration

1. Introduction and General Information: Work will be performed on an as needed basis. The Contractor shall assign a Labor Compliance Administrator (LCA) to perform labor compliance work under this agreement. The role of the LCA will be to monitor and ensure that best efforts are utilized to comply with the California Code of Regulations, Federal and State of California Labor Laws, and Prevailing Wage Laws.

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2. Scope of Required Service includes, but is not limited to the following:
a. Implement and Enforce a Labor Compliance Program.
b. Pre-construction Services
i. Participate in pre -construction meetings for contractors and all subcontractors.
ii. Provide and discuss a labor law checklist with contractors. iii. Provide a copy of the labor compliance program and related documents to the contractors.
iv. Ensure that the contractor s and Labor Compliance Administrator sign the labor law checklist.
c. Construction Services
i. Conduct labor law presentation at pre-construction meeting. ii. C reate and upload all PWC-100 forms, and any other forms as required by DIR, for all formal and informal bid projects.
iii. Review of Certified Payroll Reports (CPRs):
a) Ensure CPRs are received from all parties and uploaded to DIRs website.
b) If payrolls are not received or uploaded, send letter requesting CPRs. c) Compare rate on CPRs with prevailing wages rates, as determined for each job.
d) Compare employee name and social security number.
e) Send letter to clarify inaccuracies to Contractor by certified mail. iv. Site Monitoring
a) Obtain work schedules for all construction contracts. b) Provide site monitors with schedules.
c) Provide site monitors with site interview forms.
d) Conduct random work site interviews (2-3 per subcontractors). o Check for sign-in log (if required to be maintained). o Check for prevailing wage sheets.
o Check for daily listing of subcontractors
e) Require site monitors to return site interview forms to the Labor Compliance Administrator.
f) Place site interview forms in a database
v. I nvestiga tion
a) If payroll records ar e not received or uploaded, or no clarification is received from r eview of CPRs phase, investigate inaccuracies (including Audit phase).

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b) Maintain ongoing communication with workers at sites where there may be possible violations.
vi. Audit
a) Conduct audits of:
o W orkers' compensation insurance.
o Apprenticeship employment and training.
o Apprenticeship training trust contribution.
o Illegal taking of wages.
o Work hour records.
o Payment of prevailing wage rates.
b) Enforcement
o Withholding
• Calculate withholding amount.
• Send Notice of Withholding to Contractor and DIR.
• Send Notice of Right to Review.
• Withhold contract payments.
• Deposit withholding and penalties
c) Forfeiture
o R equest forfeiture determination from DIR (Notice of Deadline for Forfeiture).
o Attach the following information to the request:
• Nonpayment of prevailing wage.
• Failure to provide complete and accurate payroll records. • Apprenticeship wages.
• Kickbacks.
• Prohibited registration fees.
• Overtime pay.
• Distribute forfeited sums after final order.
d) DIR Reporting
o Send Notice of Violation to DIR.
o If necessary, r efer Contractor to DIR for debarment. e) Hearings
o Send Notice of Right to Review in Formal Hearing.
o Send Notice of Right to Review Evidence.
o Represent the City at any hearings.

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o Obtain service of process and file necessary d ocuments with Hearing Officer.
o Conduct settlement meetings, if requested.
o Work with attorney to issue subpoenas, if necessary.
o Work with attorney to conduct depositions, if necessary. o Attend pre-hearing conferences, if any.
o S ubmit pre-hearing briefs.
o Request reconsideration of hearing, if necessary.
o Participate in judicial reviews.
f) Annual Reports
o Create an annual report the DIR and the City , which includes the following information:
• Number of public works contracts awarded using bond funds. • Summary of wag es due to workers resulting from failure by contractors to pay prevailing wage, total amount withheld from money due the contractors and the total amount recovered by action in any court of competent jurisdiction.
• Summary of penalties and forfeitures impos ed and withheld or recovered in a court of competent jurisdiction.

3. Record Keeping
a. Archive and store Certified Payroll Records and Labor Compliance Program (LCP) documentation for the requisite period of time.
b. Give the City progress updates, submitted to the City, on a monthly basis or as frequently as necessary to keep the CIty appraised of ongoing or developing LCP issues.
c. Compile a record of LCP activi ties, which fulfills the annual LCP reporting requirements to the City and DIR and submit same to the City on or before July 1st each year. Such reports shall follow the City’s fiscal year, from July 1 to June 30.

F. Reference Documents
The Community Workforce Agreement and Capital Improvement Plan are attached or linked to this scope for reference.

1.3 Schedule:

Work will commence on issuance of a notice to proceed and continue an as needed basis for four years to align with the PWA.

1.4 Compensation:

Work will be compensated based on task orders issued as either lumpsum or time and material basis. The Contract Amount is just a budgeted amount for the services. Task orders will be requested for services as projects come available. Task Orders will be negotiated for the specific project. Task Order pricing shall include all labor, expenses, Item 1L - Page 28

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and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

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COMMUNITY WORKFORCE AGREEMENT

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COMMUNITY WORKFORCE AGREEMENT

BY AND BETWEEN

THE CITY OF PALM SPRINGS
AND

SAN BERNARDINO /RIVERSIDE COUNTIES

BUILDING AND CONSTRUCTION TRADES COUNCIL, AFL-CIO

AND THE SIGNATORY CRAFT COUNCILS AND UNIONS
City of Palm Springs CWA
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TABLE OF CONTENTS Page
ARTICLE 1 DEFINITIONS 3
ARTICLE 2 SCOPE OF THE AGREEMENT 5
ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT 8
ARTICLE 4 UNION ACCESS AND STEWARDS 12
ARTICLE 5 WAGES AND BENEFITS 13
ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS 14 ARTICLE 7 WORK STOPPAGES AND LOCKOUTS 16
ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES 20 ARTICLE 9 MANAGEMENT RIGHTS 21
ARTICLE 10 SETTLEMENT OF GRIEVAN ES AND DISPUTES 23
ARTICLE l l REGULATORY COMPLIANC E 25
ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY 25 ARTICLE 13 TRAVEL AND SUBSIST NCE 26
ARTICLE 14 APPRENTICES 26
ARTICLE 15 WORKING CONDITIONS 27
ARTICLE 16 PRE-JOB CONFERENCES 28
ARTICLE 17 LABOR/MANAGEMENT COOPERATION 28
ARTICLE 18 SAVINGS AND SEPARABILITY 29
ARTICLE 19 WAIVER 29
ARTICLE 20 AMENDMENTS 29
ARTICLE21 DURATIONOFTHEAGREEMENT 30
ATTACHMENT A - LETT R OF ASSENT 33
ATTACHMENT B - ZIP CODES 34
ATTACHMENT C - CRAFT REQUEST FORM 39
ATTACHMENT D - LIST OF NEUTRAL ARBITRATORS 41
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CITY OF PALM SPRINGS

COMMUNITY WORKFORCE AGREEMENT
This Communlty Workforce Agreement ("Agreement") is entered into effective as of AU.'QW,\: :3 \ , 2021, by and between the City of Palm Springs, a municipal corporation ("City") , the San Bernardino/Riverside Counties Building and Construction Trades Council ("Trades Council"), and the signatory Craft Councils and Local Unions signing this Agreement (collectively, the "Union" or "Unions"). This Agreement establishes the labor relations policies and procedures for the City, the Contractors awarded contracts for Project Work and for the crafts persons employed by the Contractors and represented by the Unions engaged in the Project Work as more fully described below. The City, Trades Council and Unions are hereinafter referred to herein, as the context may require, as "Party" or "Parties." It is understood by the Parties to this Agreement that for the duration of this Agreement, it shall be the policy of the City, to the extent permitted by law, for all Project Work (as defined in Sections 1.9 and 2.2.) to be contracted exclusively to Contractors who agree to execute and be bound by the terms of this Agreement, directly or through the Letter of Assent (a form of which is attached as "Attachment A"), and to require each of its subcontractors, of whatever tier, to become so bound. The City shall include, directly or by incorporation by reference, the requirements of this Agre.ement in the advertisement of and/or specifications for each and every contract for Project Work to be awarded by the City.

It is further understood that the City shall actively administer and enforce the obi igations of this Agreement, again to the extent permitted by law, to ensure that the benefits envisioned from it flow to al I Parties, the Contractors and crafts persons working under it, and the residents of the City. The City $hall therefore designate a "CWA Administrator," either from its own staff or an independent contractor, to serve as the City's liaison for Contractors and other persons; monitor compliance with this Agreement; assist, as the authorized representative of the City, in developing and implementing the programs referenced herein, all of which are critical to fulfilling the intent and purposes of the Parties and this Agreement; and to otherwise implement and administer this Agreement.

ARTICLE I

DEFINITIONS
Section 1.1 "Agreement" or "CWA" means this Community Workforce Agreement.

Section 1.2 "Apprentice" means those employees indentured and participating in a Joint Labor/Management Apprenticeship Program approved by the State of California, Department of Industrial Relations, and Division of Apprenticeship Standards.

Section 1.3 "Construction Contract" or "Construction Contracts" means any contract entered into by the City, for the construction of Project Work as specified in Section 2.2.

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Section 1.4 "Contractor" means any individual firm, partnership or corporation, or combination thereof, including joint ventures, which is an independent business enterprise and which has entered into a Construction Contract with the City or any of its contractors or any of the City's or contractor's subcontractors of any tier, with respect to the construction of any part of a Project under contract terms and conditions approved by the City and which incorporate this Agreement.

Section 1.5 "City" means the City of Palm Springs.

Section 1.6 "Joint Labor/Management Apprenticeship Program" means a joint Union and Contractor administered apprenticeship program certified by the State of California, Department of Industrial Relations, and Division of Apprenticeship Standards.

Section 1.7 "Letter of Assent" means the document that each Contractor (of any tier) must sign and submit to the City before beginning any Project Work, which fonnally binds such Contractor(s) to adherence to all the forms, requirements and conditions of this Agreement in the form attached hereto as "Attachment A."
Section 1.8 "CWA Administrator" means the City's authorized representative who will be the liaison between the City, Contractors, and the Unions; responds to inquiries about the CWA; charged with monitoring compliance with the CWA, developing and implementing programs set forth in the CWA including but not limited to grievance procedures.

Section 1.9 "Project" "Project Work" or "City Project" means the demolition and construction work to be performed on City property or within easements secured by the City consisting of the construction of public works, pursuant to a Construction Contract entered into by the City, that are estimated by the City to exceed One Million Dollars ($1,000,000), as determined by the City. Projects that are estimated by the City not to exceed $1,000,000 shall not be a Project, Project Work or City Project, and shall not be subject to this Agreement.

Section 1.10 "Specialty Contracts" means a contract for Project Work with a specialty contractor which is either limited to a particular single trade or craft or limited to a singular scope of work (i.e. installing a toilet.)
Section 1.11 "Master Labor Agreements" means the local collective bargaining agreements of the signatory Unions having jurisdiction over the Project Work and which have signed this Agreement.

Section 1.12 "Subscription Agreement" means the contract between a Contractor and a Union's Labor/Management Trust Fund(s) that allows the Contractor to make the appropriate fringe benefit contributions in accordance with the terms of the Master Labor Agreements.

Section 1.13 "Willful or Knowing Breach" means a default of a material term or covenant of this Agreement, which is done either willfully or knowingly, and continues following written notice by the non-defaulting party and a reasonable opportunity to cure. For purposes of this definition, "willfully" means a purpose or willingness to commit the act, or make the omission 4 City of Palm Springs CWA
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referred to, and "knowingly" means a knowledge that the facts exist that bring the act or omission within the provisions of this Agreement.

Section 1.14 The use of masculine or feminine gender or titles in this Agreement should be construed as including both genders and not as gender limitations unless the Agreement clearly requires a different construction. Further, the use of Article titles and/or Section headings are for information only, and carry no legal significance .

ARTICLE 2

SCOPE OF THE AGREEMENT
Section 2.1 General This Agreement shall apply to all of the City's Project Work, as defined in Section 1.9, performed by those Contractor(s) of whatever tier that have contracts awarded for such work, for the development of the City's facilities which, jointly, constitute the Project, and have been designated by the City for construction or rehabilitation.

Section 2.2 Specific Project Work covered by this Agreement is defined and limited to:

2.2.1 All construction and major rehabilitation work pursuant to "prime multi-trade construction contracts" that exceed one million dollars ($1,000,000) and all subcontracts flowing from these prime multi-trade contracts; and

2.2.2 All prime "Specialty Contracts," as defined in Section 1.10 that exceed one million dollars ($1,000,000) and all subcontracts flowing from these specialty contracts; and

2.2.3 The City may, at any time and at its sole discretion, determine to build additional buildings, facilities, and other projects under this Agreement which is not otherwise covered as Project Work.

2.2.4 This Agreement is not intended to, and shall not apply to any work performed at any time prior to the effective date, or after the expiration or termination of this Agreement, except as otherwise provided herein. This Agreement shall in no way limit the City's right to terminate, modify or rescind any construction contract and/or any related subcontract or agreement. Should the City remove or terminate any contract or agreement for construction that does not fal I within the scope of this Agreement and thereafter authorize that work be commenced on any contract for such construction, the contract for construction shal I be performed under the terms of this Agreement.

Section 2.3 Bundling of Contracts

2.3.1 The City, in its sole discretion, may seek to group (or "bundle") for bidding, contracts not meeting the threshold of Section 2.2 above. (Small contracts for like types of work, scheduled to be undertaken at the same facility or on the same project site, and within the same timeframe, will be considered for such bundling, consistent with economies of scale, and the purposes of this Agreement); and
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2.3.2 Project Work will not be intentionally split, divided or otherwise separated for contract award purposes to avoid app1ication of this Agreement.

Section 2.4 Applicability This Agreement shall not apply to any work of any Contractor other than that on Project Work specifically covered by this Agreement.

Section 2.5 Exclusions Items specifically excluded from the scope of this Agreement includes the following:

2.5.1 Work of non-manual employees, including but not limited to: superintendents; teachers; supervisors (except those covered by Master Labor Agreements above the level of general foreman); staff engineers; time keepers; mail carriers; clerks; office workers; messengers; guards; safety personnel; emergency medical and first aid technicians; and other professional, engineering, executive, administrative, supervisory and management employees;

2.5.2 Equipment and machinery owned or controlled and operated by the City;

2.5.3 All off-site manufacture and handling of materials, equipment or machinery; provided, however, that lay down or storage areas for equipment or material and manufacturing (prefabrication) sites, dedicated solely to the Project, and the movement of materials or goods between such locations and a Project site are within the scope of this Agreement;

2.5.4 All work performed by City employees, the CWA Administrator, design teams (including, but not limited to architects engineers and master planners), or any other consultants for the City (including, but not limited to, project managers and construction managers and their employees where not engaged in Project Work) and their sub-consultants, and other employees of professional service organizations, not performing manual labor within the scope of this Agreement; provided, however, that it is understood and agreed that Building /Construction Inspector and Field Soils and Materials Testers (Inspectors) are a covered craft under the Agreement. This inclusion applies to the scope of work defined in the State of California Wage Determination for said Craft. This shall also specifically include such work where it is referred to by utilization of such terms as "quality control" or "quality assurance." Every Inspector performing under the wage classification of Building/Construction Inspector and Field Soils and Material Testers under a professional services agreement or a construction contract shall be bound to all applicable requirements of the Community Workforce Agreement (CWA). Covered Work as defined by this Agreement shall be performed pursuant to the terms and conditions of this Agreement regardless of the manner in which the work was awarded;

2.5.5 Any work performed near, or leading to a site of work covered by this Agreement and undertaken by state, county or other governmental bodies , or their Contractors; or by public utilities, or their Contractors; and/or by adjacent third party landowners; and/or by the City or its Contractors (for work which is not within the scope of this Agreement);

2.5.6 Off-site maintenance of leased equipment and on-site supervision of such work; City of Palm Springs CWA
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2.5.7 Work by employees of a manufacturer or vendor supervising the work of Craft employees under this Agreement, necessary to maintain such manufacturers or vendor's warranties or guaranty;

2.5.8 Non-construction support services contracted by the City, City consultants, the CWA Administrator, or Contractor in connection with a Pr~ject;

2.5.9 Laboratory work for testing.

2.5.10 Covera ge Exception This Agreement shall not apply if the City receives funding or assistance from any Federal, State, local or other public entity for the Construction Contract if a requirement , condition or other term of receiving that funding or assistance, at the time of the awarding of the contract, is that the City not require bidders, contractors, or other persons or entities to enter into an agreement with one or more labor organizations. The City agrees that it will make reasonable efforts to establish the enforcement of this Agreement with any governmental agency or granting authority .

Section 2.6 Awardin g of Contracts for Proiect Work

2.6.1 The City and/or the Contractors, as appropriate, have the absolute right to award contracts or subcontracts on Project Work to any Contractor notwithstanding the existence or non-existence of any agreements between such Contractor and any Union parties, provided only that such Contractor is ready, willing, and able to execute and comply with this Agreement should such Contractor be awarded work covered by this Agreement.

2.6 .2 It is agreed that all Contractors of whatever tier, who have been awarded Project Work contracts, shall be required to accept and be bound to the terms and conditions of this Agreement , and shall evidence their acceptance by the execution of the Letter of Assent set forth in "Attachment A" hereto, prior to the commencement of any Project Work. At the time that any Contractor enters into a subcontract with any subcontractor of any tier providing for the performance of the construction contract, the Contractor shall provide a copy of this Agreement to said subcontractor and shall require the subcontractor, as a part of accepting the award of a construction subcontract, to agree in writing in the form of a Letter of Assent to be bound by each and every provision of this Agreement prior to the commencement of work on the Project.

No Contractor or subcontractor shall commence Project Work without having first provided a copy of the Letter of Assent as executed by it to the CW A Administrator and to the Trades Council before the commencement of Project Work.

2.6.3 Under all circumstances, the City shall retain the absolute right to select the lowest responsive and responsible bidder for the award of contracts on all projects.

Section 2. 7 Master Labor Agreements

2.7.l The provisions of this Agreement, including the Master Labor Agreements as such may be changed from time-to-time and which also are incorporated herein by reference, 7 City of Palm Springs CWA
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shall apply to Project Work. This Agreement is not intended to supersede such Master Labor Agreements between any of the Employers perfonning construction work on the Project and a Union signatory thereto except to the extent the provisions of this Agreement are inconsistent with such Master Labor Agreements, in which event the provisions of this Agreement shall apply. However, such does not apply to work pe1formed under the National Cooling Tower Agreement, the National Stack Agreement, the National Transit Division Agreement (NTD), work within the jurisdiction of the International Union of Elevator Constructors, and all instrument calibration and loop checking work performed under the terms of the UA/ IBEW Joi11t National Agreement for Instrument and Control Systems Technicians except that Article 9 dealing with Strikes, Work Stoppages and Lock-Outs, Work Assignments and Jurisdictional Disputes, and Settlement of Grievances and Disputes shall apply to such work. Where a subject is covered by the provisions of a Master Labor Agreement and not in conflict with the provisions of this Agreement, the provisions of the Master Labor Agreement shall apply. It is specifically agreed that no later agreement shall be deemed to have precedence over this Agreement unless signed by all parties signatory hereto who are then currently employed or represented at the Project. Any dispute as to the applicable source between this Agreement and any Master Labor Agreements for determining the wages, hours of working conditions of employees on this Project shall be resolved under the procedures established in Article I 0.

2.7.2 It is understood that this Agreement, together with the referenced Master Labor Agreements, constitutes a self-contained, stand-alone agreement and by virtue of having become bound to this Agreement, the Contractor will not be obligated to sign any other local, area or national collective bargaining agreement as a condition of performing work within the scope of this Agreement (provided, however, that the Contractor may be required to sign a uniformly applied, non-discriminatory Subscription Agreement at the request of the trustees or administrator of a trust fund established pursuant to Section 302 of the Labor Management Relations Act, and to which such Contractor is bound to make contributions under this Agreement, provided that such Subscription Agreement does not purport to bind the Contractor beyond the terms and conditions of this Agreement and/or expand its obligation to make contributions pursuant thereto) . It shall be the responsibility of the prime Contractor to have each of its subcontractors sign the appropriate Subscription Agreement, with the appropriate Craft Union prior to the subcontractor beginning work on Project Work.

Section 2.8 Binding Signatories Only This Agreement shall only be binding on the signatory Parties hereto, and shall not apply to the parents, affiliates, subsidiaries, or other ventures of any such Party not performing Project Work.

Section 2.9 Other City Work Nothing contained herein shall be interpreted to prohibit, restrict, or interfere with the performance of any other operation, work or function not covered by this Agreement, which may be performed by City employees or contracted for by the City for its own account, on its property or in and around a Project site.

Section 2.10 Separate Liability It is understood that the liability of the Contractor(s) and the liability of the separate Unions under this Agreement shall be several and not joint. The Unions agree that this Agreement does not have the effect of creating any joint employment status between or among the City or CWA Administrator and/or any Contractor. 8 City of Palm Springs CWA
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Section 2.11 Com pleted Project Work As areas of Project Work are accepted by the City, this Agreement shall have no further force or effect on such items or areas except where the Contractor is directed by the City or its representatives to engage in repairs, modification, check out and/or warranties functions required by its contract( s) with the City under the original contract.

ARTICLE 3

UNION RECOGNITION AND EMPLOYMENT
Section 3.1 Recognition The Contractor recogni zes the Trades Council and the Unions as the sole and exclu sive bargaining repre sentative for the employees engaged in Project Work.

Contractors further recognize that the Unions shall be the primary source of all craft labor employed on the Projects. In the event that a Contractor has its own core workforce, said Contractor shall follow the procedure s outlined below.

Section 3.2 Contractor Selection of Employees The Contractor shall have the right to determine the competency of all emp loyees, the number of employees required , the duties of such employees within their craft jurisdiction, and shall have the sole responsibility for selecting employees to be laid off, consistent with Section 3.3 and Section 4.3, below. The Contractor shall also have the right to reject any applicant referred by a Union for any reason, subject to any reporting pay required by Section 6.6; provided, however, that such right is exercised in good faith and not for the purpose of avoiding the Contractor's commitment to employ qualified workers through the procedures endorsed in this Agreement.

Section 3.3 Referral Procedures

3.3.1 For signatory Unions now having a job referral system contained in a Master Labor Agreement, the Contractor agrees to comply with such system and it shall be used exclusively by such Contractor, except as modified by this Agreement. Such job referral system will be operated in a nondiscriminatory manner and in full compliance with federal, state, and local laws and regulations which require equal employment opportunities and non discrimination. All of the foregoing hiring procedures, including related practices affecting apprenticeship, shall be operated so as to consider the goals of the City to encourage employment of City residents and utilization of small local businesses on the Project, and to facilitate the ability of all Contractors to meet their employment needs.

3.3.2 The local Unions will exert their best efforts to recruit and refer sufficient numbers of skilled craft workers to fulfill the labor requirements of the Contractor, including specific employment obligations to which the Contractor may be legaJ!y and/or contractually obligated; and to refer apprentices as requested to develop a larger, skilled workforce. The Unions will work with their affiliated regional and national unions, and jointly with the CW A Administrator and others designated by the City, to identify and refer competent craft persons as needed for Project Work, and to identify and hire individuals, particularly residents of the City, for entrance into joint labor/management apprenticeship programs, or to participate in other identified programs and procedures to assist individuals in qualifying and becoming eligible for 9 City of Palm Springs CWA
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such apprenticeship programs, all maintained to increase the available supply of skilled craft personnel for Project Work and future construction of maintenance work to be undertaken by the City.

3.3.3 The Union shall not knowingly refer an employee currently employed by a Contractor on a covered Project to any other Contractor.

Section 3.4 Non-Discrimination in Referral, Employment. and Contracting The Unions and Contractors agree that they will not discriminate against any employee or applicant for employment in hiring and dispatching on the basis of race, color, religion, sex, gender, national origin, age, membership in a labor organization, sexual orientation, political affiliation, marital status, disability or other protected class under Title 7, Section 7.09.040 of the Municipal Code of the City of Palm Springs. Further, it is recognized that the City has certain policies, programs, and goals for the utilization of local small business enterprises. The Parties shall jointly endeavor to assure that these commitments are fully met, and that any provisions of this Agreement which may appear to interfere with local small business enterprises successfully bidding for work within the scope of this Agreement shall be carefully reviewed, and adjustments made as may be appropriate and agreed upon among the Parties, to ensure full compliance with the spirit and letter of the City's policies and commitment to its goals for the significant utilization of local small businesses as direct Contractors or suppliers for Project Work .

Section 3.5 Employment of City Residents

3.5.1 The Unions and Contractors agree that, to the extent allowed by law, and as long as they possess the requisite skills and qualifications, the Unions will exert their best efforts to refer and/or recruit sufficient numbers of skilled craft "Local Residents" as defined herein, to fulfill the requirements of the Employers. In recognition of the fact that the City and the communities surrounding Project Work will be impacted by the construction of the Project Work, the parties agree to suppm1 the hiring of workers from the residents of these surrounding areas for Project Work. Towards that end, the Unions shall ex_ert their best efforts to encourage and provide referrals and utilization of qualified workers residing in those U. S. Postal Service zip codes which overlap all of the City of Palm Springs, as set forth in "Attachment B" attached hereto, with Tier lA (Palm Springs residents) who will always be the first contacted for work under this CW A. If the Unions cannot provide the Contractors in the attainment of a sufficient number of Local Residents from within the first tier zip codes, the Unions shall exert their best efforts to then recruit and identify for referral Local Residents residing within Riverside County.

3.5.2 A goal of 30% of the total work hours shaH be performed from workers residing within the areas described in Section 3.5.1. Per Article 3.6, referral of local residents shall be facilitated through the requirement to utilize the "Craft Employee Request Form" (Attachment C). Accountability and monitoring requirements shall be discussed and addressed as set forth in Article 17 .2.

3.5.3 The Unions agree to support the operation of pre-apprentice referral programs in the City. Fm1her, the Unions agree to place on their referral roles or in their apprentice training programs, as appropriate and needed , qualified persons sent to them by designated City 10 City of Palm Springs CWA
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organizations or other organizations working with the City to increase construction industry work opportunities for City residents.

3.5.4 The Parties to this CBA suppm1 the development of increased numbers of skilled Construction Workers from among residents of the City of Palm Springs. Towards that end, the Parties agree to cooperatively seek to establish work opportunities for local residents and address Training and Employment needs in the Community. The goal is for the Career placement of disadvantaged and at-risk youth, Low Income and Under/ unemployed residents, Women, Minorities, LGTBQ+ members of the community, and Veterans. The Unions commit to:
(a) Coordinate and participate in City based Career and Apprenticeship Fairs and Events, including events such as Village Fest, the annual Pride festival, and the ONEPS Picnic.

Without limiting the nature of the foregoing, the Unions commit to hold at least one (I) annual career fair in the City of Palm Springs, to provide an opportunity for Palm Springs residents to learn about careers in the building trades;
(b) Provide Industry Speakers for City Programs and Outreach Events; (c) Support Local Events and Programs designed to recruit and develop adequate numbers of competent workers in the Construction Industry; (d) Work cooperatively with the City and Community groups to provide pre- apprenticeship training utilizing Building Trades and Union Apprenticeship readiness Programs. (e) The Trades Council and Unions shall seek partnerships with the Riverside County Workforce Development Board, Palm Springs Unified School District, Desert Community College District, and non-profit community groups to provide construction career opportunity awareness and outreach throughout the City and greater Coachella Valley. These partnerships will include Apprenticeship Readiness Programs, Career awareness through Job Fairs, and Pre Apprenticeship Training. Outreach shaH include a focus on demographic groups that have been traditionally underrepresented in the Construction Industry, including, but not limited to, Women, Minorities, economically disadvantaged, LGBTQ+, and formerly incarcerated individual s.

Trade s Council, on behalf of the Unions shall,commencing on the first anniversary of the effective date of this CW A, submit to the City an annual written report, which provides the number of skilled Construction Workers, including any legally permissible demographics.

Section 3.6 Reguirements on Contractors to facilitate the dispatch of Local Residents, all Contractors will be required to utilize the Craft Employee Request Form whenever they are requesting the referral of any employee from a Union referral list for any Covered Project, a sample of which is attached as "Attachment C." When Local Residents are requested by the Employers, the Unions will refer such workers regardless of their place in the Unions' hiring halls' list and normal referral procedures.

Section 3. 7 Helmets to Hardhats
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3.7.1 The Contractors and the Unions recognize a desire to facilitate the entry into the building and construction trades of Veterans who are interested in careers in the building and construction industry. The Contractors and Unions agree to utilize the services of non-profit Veterans support organizations, including but not limited to, the Center for Military Recruitment, Assessment and Veterans Employment (hereinafter "Center") and the Center's "Helmets to Hardhats" program to serve as a resource for preliminary orientation, assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the Parties. For purposes of this Agreement the term "Eligible Veteran" shall have the same meaning as the term "veteran" as defined under Title 5, Section 2108( I) of the United States Code as the same may be amended or re-codified from time to time. It shall be the responsibility of each qualified applicant to provide the Unions with proof of his/her status as an Eligible Veteran.

3.7.2 The Unions and Contractors agree to coordinate with non-profit Veteran organizations, including, the Center to create and maintain an integrated database of veterans interested in working on this Project Work and of apprenticeship and employment opportunities for working on Project Work. To the extent permitted by law, the Unions will give credit to such Veterans for bona fide, provable past experience.

Section 3.8 Core Employees

3.8.1 Contractors not currently signatory to a Master Labor Agreement may employ, as needed, first, a member of his core workforce, then an employee through a referral from the appropriate Union hiring hall, then a second core employee, then a second employee through the referral system, and so on until a maximum of five (5) core employees are employed, thereafter, all additional employees in the affected trade or craft shall be requisitioned from the craft hiring hall in accordance with Section 3.3. In the laying off of employees, the number of core employees shall not exceed one-half plus one of the workforce for an employer with 10 or fewer employees, assuming the remaining employees are qualified to undertake the work available. As part of this process, and in order to facilitate the contract administration procedures, as well as appropriate fringe benefit fund coverage, all Contractors shall require their core employees and any other persons employed other than through the referral process, to register with the appropriate Union hiring hall, if any, prior to their first day of employment at a project site.

3.8.2 The core work force is comprised of those employees whose names appeared on the Contractor's active payroll for sixty (60) of the one hundred (100) working days immediately before award of Project Work to the Contractor; who possess any license required by state or federal law for the Project Work to be performed; who have the ability to safely perform the basic functions of the applicable trade and who have been residing within Riverside County for the one hundred ( I 00) working days immediately prior to the award of Project Work to the Contractor.

3.8.3 Prior to each Contractor performing any work on the Project, each Contractor shall provide a list of his core employees to the CW A Administrator and the Trades Council.

Failure to do so will prohibit the Contractor from using any core employees. Upon request by 12 City of Palm Springs CWA
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any Party to this Agreement, the Contractor hiring any core employee shall provide satisfactory proof (i.e., payroll records, quarterly tax records, driver's license, voter registration, postal address and such governmental documentation) evidencing the core employee's qualification as a core employee to the CW A Administrator and the Trades Council.

Section 3.9 Time for Referral If any Union's registration and referral system does not fulfill the requirements for specific classifications requested by any Contractor within forty-eight (48) hours (excluding Saturdays, Sundays and holidays), that Contractor may use employment sources other than the Union registration and referral services, and may employ applicants meeting such classification from any other available source. The Contractors shall inform the Union of any applicants hired from other sources and such applicants shall register with the appropriate hiring hall, if any, before commencing work.

Section 3.10 Lack of Referral Procedure lf a signatory Union does not have a job referral system as set forth in Section 3.3 above, the Contractors shall give the Union equal opportunity to refer applicants. Contractors shall notify the Union of employees so hired, as set forth in Section 3.5.

Section 3. l I Union Security Employees are not required to become or remain union members or pay dues or fees as a condition of performing Covered Work under this Agreement.

Employers shall make and transmit all deductions for union dues, fees, and assessments that have been authorized by employees in writing in accordance with the applicable Master Agreement.

Nothing in this Section 3.11 is intended to supersede the requirements of applicable Master Agreements as to those Employers otherwise signatory to such Master Agreements and as to the employees of those Employers who are performing Covered Work.

Section 3 .12 Individual Seniority Except as provided in Section 4.3, individual seniority shall not be recognized or applied to employees working on Project Work; provided, however, that group and/or classification seniority in a Union's Master Labor Agreement as of the effective date of this Agreement shall be recognized for purposes of layoffs.

Section 3.13 Foremen The selection and number of craft foreman and/or general foreman shall be the responsibility of the Contractor. All foremen shall take orders exclusively from the designated Contractor representatives. Craft foreman shall be designated as working foreman at the request of the Contractors.

Section 3.14 Out of State Workers In determining compliance with the targeted hiring goals of Section 3.5 above, hours of Project Work performed by residents of states other than California will be excluded from the calculation.

ARTICLE4
UNION ACCE_SS AND STEW ARDS
Section 4. 1 Access to Proiect Sites Authorized representatives of the Union shall have access to Project Work, provided that they do not interfere with the work of employees and City of Palm Springs CWA
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further provided that such representatives shall notify the person charged with on-site project supervision and fully comply with posted visitor, security and safety rules .

Section 4.2 Stewards

4.2.1 Each signatory Union shall have the right to dispatch a working journeyper son as a steward for each shift, and shall notify the Contractor in writing of the identity of the designated steward or stewards prior to the assumption of such person's duties as steward. Such designated steward or stewards shall not exerci e any s upervisory functions. There will be no non-working stewards. Stewards will receive the regular rate of pay for their respective crafts.

4.2.2 In addition to his/her work as an employee, the steward should have the right to receive, but not to solicit, complaints or grievance s and to discu s and assist in the adjustment of the same with the employee's appropriate supervisor. ach steward should be concerned only with the employee s of the steward's Contractor and, if applicable, subcontractor(s), and not with the employees of any other Contractor. A Contractor will not discriminate against the steward in the proper performance of his/her Union duties.

4.2.3 When a Contractor has multiple, non-contiguous work locations at one site, the Contractor may request and the Union shall appoint such additional working stewards as the Contractor requests to provide independent coverage of one or more such locations. In such cases, a steward may not service more than one work location without the approval of the Contractor.

4.2.4 The stewards shall not have the right to determine when overtime shall be worked or who shall work overtime.

Section 4.3 Steward Layoff/Discharge Contractor agrees to notify the appropriate Union twenty-four (24) hours before the layoff of a steward, except in the case of disciplinary discharge for just cause. If the steward is protected against such layoff by the provisions of the applicable Master Labor Agreement, such provisions shall be recognized when the steward possesses the necessary qualifications to perform the remaining work. In any case in which the steward is discharged or disciplined for just cause, the appropriate Union wiJI be notified immediately by the Contractor, and such discharge or discipline shall not become final (subject to any later filed grievance) until twenty-four (24) hours after such notice has been given.

Section 4.4 Employees on Non-Project Work On work where the personnel of the City may be working in close proximity to the construction activities covered by this Agreement, the Union agrees that the Union representatives, stewards, and individual workers wilJ not interfere with the City personnel, or with personnel employed by the any other employer not a Party to this Agreement.

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ARTICLE 5

WAGES AND BENEFITS
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Section 5.1 Wages All employees covered by this Agreement shall be classified in accordance with work performed and paid by the Contractors the hourly wage rates for those classifications in compliance with the applicable prevailing wage rate determination established pursuant to applicable law. If a prevailing rate increases under law, the Contractor shall pay that rate as of its effective date under the law. This Agreement does not relieve Contractors directly signatory to a Master Labor Agreement with one of the Unions signing this Agreement from paying all of the wages set fo11h in such Agreements.

Section 5 .2 Benefits

5.2.1 Contractors shall pay contributions to the established employee benefit funds in the amounts designated in the appropriate Master Labor Agreement and make all employee authorized deductions in the amounts designated in the appropriate Master Labor Agreement; however, such contributions shall not exceed the contribution amounts set forth in the applicable prevailing wage determination. This Agreement does not relieve Contractors directly signatory to one or more of the Master Labor Agreements from making all contributions set forth in those Master Labor Agreements without reference to the foregoing.

5.2.2 The Contractor adopts and agrees to be bound by the written terms of the applicable, legally established, trust agreement(s) specifying the detailed basis on which payments are to be made into, and benefits paid out of, such trust funds for its employees. The Contractor authorizes the Parties to such trust funds to appoint trustees and successor trustees to administer the trust funds and hereby ratifies and accepts the trustees so appointed as if made by the Contractor.

5.2.3 Each Contractor and subcontractor is required to certify to the CWA Administrator that it has paid all benefit contributions due and owing to the appropriate Trust(s) prior to the receipt of its final payment and/or retention. Further, upon timely notification by a Union to the CW A Administrator, the CW A Administrator shaJI work with any prime Contractor or subcontractor who is delinquent in payments to assure that proper benefit contributions are made, to the extent of requesting the City or the prime Contractor to withhold payments otherwise due such Contractor, until such contributions have been made or otherwise guaranteed.

Section 5.3 Wage Premiums Wage premiums, including but not limited to pay based on height of work, hazard pay, scaffold pay and special skills shall not be applicable to work under this Agreement, except to the extent provided for in any applicable prevailing wage determination.

ARTICLE6

HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS
Section 6.1 Hours of Work Eight (8) hours per day between the hours of 6:00 a.m. and 5:30 p.m., plus one-half (½) hour unpaid lunch approximately mid-way through the shift, shall constitute the standard work day. Forty (40) hours per week shall constitute a regular week's work. The work week will start on Sunday and conclude on Saturday. The foregoing provisions of this Article are applicable unless otherwise provided in the applicable prevailing wage 15 City of Palm Springs CWA
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determination, or unless changes are permitted by law and such are agreed upon by the Parties.

Nothing herein shall be construed as guaranteeing any employee eight (8) hours per day or forty (40) hours per week, or a Monday through Friday standard work schedule.

Section 6.2 Place of Work Employees shall be at their place of work (as designated by the Contractor), at the starting time and shall remain at their place of work, performing their assigned functions , until quitting time. The place of work is defined as the gang or tool box or equipment at the employee 's assigned work location or the place where the foreman gives instructions. The Parties reaffinn their policy of a fair day's work for a fair day's wage. Except as provided in Section 6.6, there shall be no pay for time not worked unless the employee is otherwise engaged at the direction of the Contractor .

Section 6.3 Overtime Overtime shall be paid in accordance with the requirements of the applicable prevailing wage determination . There shall be no restriction on the Contractor's scheduling of overtime or the nondiscrim inatory designation of employees who will work overtime. There shall be no pyramiding of overtime (payment of more than one form of overt ime compensation for the same hour) under any circumstances.

Section 6.4 Shifts and Alternate Work Schedules

6.4.1 Alternate starting and quitting time and/or shift work may be performed at the option of the Contractor upon three (3) days' prior notice to the affected Union(s), unless a shorter notice period is provided for in the applicable Master Labor Agreement If two shifts are worked, each shall consist of eight (8) hours of continuous work exclusive of a one-half (1/2) hour non-paid lunch period, for eight (8) hours pay. The last shift shall start on or before 6:00 p.m.

The first shift starting at or after 6:00 a.m. is de ignated as the first shift, with the second shift following .

6.4.2 Contractors, the Trades Council and the Union recognize the economic impact upon the City and City residents of the Project being undertaken by the City and agree that all Parties to this Agreement desire and intend Project Work to be undertaken in a cost efficient and effective manner to the highest standard of quality and craftsman hip. Recognizing the economic conditions, the Parties agree that, except to the extent permitted by law, employees performing Project Work shall not be entitled to any differen tials or additional pay based upon the shift or work schedule of the employees . Instead, all employees working on Project Work shall be paid at the same base rate regardless of shift or work .schedule worked.

6.4.3 Because of operational necessitie s, the second shift may, at the City's direction, be scheduled without the preceding shift havin been worked. It is recognized that the City's operations and/or mitigation obligations may require restructurin g of normal work schedules .

Except in an emergency or when specified in the Citi bid pecification, the Contractor shall give affected Union(s) at least three (3) days' notice of such schedule changes.

Section 6.5 Holida ys Recognized holidays for Project Work shall be those set forth and governed by the prevailing wage determin ation(s) applicable to such Project Work.

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Section 6.6 Show-up Pay

6.6.1 Except as otherwise required by State law, Employees reporting for work and for whom no work is provided, except when given prior notification not to report to work, shall receive two (2) hours pay at the regular straight time hourly rate. Employees who are directed to start work shall receive four ( 4) hours of pay at the regular straight time hourly rate. Employees who work beyond four (4) hours shall be paid for actual hours worked. Whenever reporting pay is provided for employees, they will be required to remain at the Project Site and available for work for such time as they receive pay, unless released earlier by the principal supervisor of the Contractor{s) or his/her designated representative. Each employee shall furnish his/her Contractor with his/her current address and telephone number, and shall promptly report any changes to the Contractor.

6.6.2 An employee called out to work outside of his/her shift shall receive a minimum of two (2) hours pay at the appropriate rate. This does not apply to time worked as an extension of (before or after) the employee's normal shift.

6.6.3 When an employee leaves the job or work location of his/her own volition, or is discharged for cause or is not working as a result of the Contractor's invocation of Section 12.3, the employee shall only be paid for actual time worked.

Section 6. 7 Meal Periods The Contractor will schedule a meal period of no more than one half hour duration at the work location at approximately mid-point of the schedule shift; provided, however, that the Contractor may, for efficiency of the operation, establish a schedule which coordinates the meal periods of two or more crafts. An employee may be required to work through his meal period because of an emergency or a threat to life or property, or for such other reasons as are in the applicable Master Labor Agreement, and if he is so required, he shall be compensated in the manner established in the applicable Master Labor Agreement.

Section 6.8 Make-up Days To the extent permitted by the applicable Master Labor Agreement (MLA) determination, when an employee has been prevented from working for reasons beyond the control of the employer, including, but not limited to inclement weather or other natural causes, during the regularly scheduled work week, a make-up day may be worked on a non-regularly scheduled work day for which an employee shall receive eight (8) hours pay at the straight time rate of pay or any premium rate required for such hours under the state prevailing wage law.

ARTICLE 7

WORK STOPPAGES AND LOCK-OUTS
Section 7.1 No Work Stoppages or Disruptive Activity The Trades Council and the Unions signatory hereto agree that neither they, and each of them, nor their respective officers or agents or representatives, shall incite or encourage, condone or participate in any strike, walk-out, slow down, picketing, observing picket lines or other activity of any nature or kind whatsoever, for any cause or dispute whatsoever with respect to or in any way related to Project Work, or which interferes with or otherwise disrupts, Project Work, or with respect to or related to the City or 17 City of Palm Springs CWA
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Contractors, including, but not limited to, economic strikes, unfair labor practice strikes, safety strikes, sympathy strikes and jurisdictional strikes whether or not the underlying dispute is arbitrable. Any such actions by the Trades Council, or Unions, or their members, agents, representatives or the employees they represent shall constitute a violation of this Agreement.

The Trades Council and the Union shall take all steps necessary to obtain compliance with this Article and neither should be held liable for conduct for which it is not responsible.

Section 7.2 Employee Violations The Contractor may discharge any employee violating Section 7.1 above and any such employee will not be eligible for rehire under this Agreement.

Section 7.3 Standing to Enforce The City, the CWA Administrator, or any Contractor affected by an alleged violation of Section 7. I shall have standing and the right to enforce the obligations established therein.

Section 7.4 Expiration of Master Labor Agreement If the Master Labor Agreement, or any local, regional, and other applicable collective bargaining agreements expire during the term of the Project, the Union(s) agree that there shall be no work disruption of any kind as described in Section 7.1 above as a result of the expiration of any such agreernent(s) having application on this Project and/or failure of the involved Parties to that agreement to reach a new contract.

Terms and conditions of employment established and set at the time of bid shall remain established and set. Otherwise to the extent that such agreement does expire and the Parties to that agreement have failed to reach concurrence on a new contract, work will continue on the Project on one of the following two (2) options, both of which will be offered by the Unions involved to the Contractors affected:

7.4.1 Each of the Unions with a contract expiring must offer to continue working on the Project under interim agreements that retain all the terms of the expiring contract, except that the Unions involved in such expiring contract may each propose wage rates and employer contribution rates to employee benefit funds under the prior contract different from what those wage rates and employer contributions rates were under the expiring contracts. The terms of the Union's interim agreement offered to Contractors will be no less favorable than the terms offered by the Union to any other employer or group of employers covering the same type of construction work in Riverside County.

7.4.2 Each of the Unions with a contract expiring must offer to continue working on the Project under all the terms of the expiring contract, including the wage rates and employer contribution rates to the empJoyee benefit funds, if the Contractor affected by that expiring contract agrees to the following retroactive provisions: if a new Master Labor Agreement, local, regional or other applicable labor agreement for the industry having application at the Project is ratified and signed during the term of this Agreement and if such new labor agreement provides for retroactive wage increases, then each affected Contractor shall pay to its employees who performed work covered by this Agreement at the Project during the hiatus between the effective dates of such expired and new labor agreements, an amount equal to any such retroactive wage increase established by such new labor agreement, retroactive to whatever date is provided by the new labor agreement for such increase to go into effect, for each employee's hours worked City of Palm Springs CWA
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on the Project during the retroactive period. All Parties agree that such affected Contractors shall be solely responsible for any retroactive payment to its employees .

7.4.3 Some Contractors may elect to continue to work on the Project under the terms of the interim agreement option offered under paragraph 7.4.1 and other Contractors may elect to continue to work on the Project under the retroactivity option offered under paragraph 7.4.2. To decide between the two options, Contractors will be given one week after the particular labor agreement has expired or one week after the Union has personally delivered to the Contractors in writing its specific offer of terms of the interim agreement pursuant to paragraph 7.4.1, whichever is the later date. If the Contractor fails to timely select one of the two options, the Contractor shall be deemed to have selected the provisions of 7.4.2.

Section 7.5 No Lockouts Contractors shall not cause, incite, encourage, condone or participate in any lock-out of employees with respect to Project Work during the term of this Agreement. The term "lock-out" refers only to a Contractor's exclusion of employees in order to secure collective bargaining advantage, and does not refer to the discharge, termination or layoff of employees by the Contractor for any reason in the exercise of rights pursuant to any provision of this Agreement, or any other agreement, nor does "lock-out" include the City's decision to stop, suspend or discontinue any Project Work or any portion thereof for any reason.

Section 7.6 Best Efforts to End Violations
7 .6.1 If a Contractor contends that there is any violation of this Article or Section 8.3, it shall notify, in writing, the Executive Secretary of the Trades Council, the Senior Executive of the involved Union(s) and the CW A Administrator. The Executive Secretary and the leadership of the involved Union(s) will immediately instruct, order and use their best efforts to cause the cessation of any violation of the relevant Article.

7.6.2 If the Union contends that any Contractor has violated this Article, it will notify that the Contractor and the CW A Administrator, set1ing forth the facts which the Union contends violate the Agreement, at least twenty-four (24) hours prior to invoking the procedures of Section 7 .8. The CWA Administrator shall promptly order the involved Contractor(s) to cease any violation of the Article.

Section 7. 7 Withholding of services for failure to pay wages and fringe benefits

7.7.1 Notwithstanding any provision of this Agreement to the contrary, it shall not be a violation of this Agreement for any Union to withhold the services of its members (but not the right to picket) from a particular Contractor who:
(a) Fails to timely pay its weekly payroll; or
(b) Fails to make timely payments to the Union's Joint Labor/Management Trust Funds in accordance with the provisions of the applicable Master Labor Agreements. Prior to withholding its members' services for the Contractor's failure to make timely payments to the Union's Joint 19 City of Palm Springs CWA
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Labor/Management Tiust Funds, the Union shall give at least ten (10) days (unless a lesser period of time is provided in the Union's Master Labor Agreement, but in no event less than forty-eight (48) hours) written notice of such failure to pay by registered or certified mail, return receipt requested, and by facsimile transmission to the involved Contractor and to the City. Union will meet within the ten ( I 0) day period to attempt to resolve the dispute.

7.7.2 Upon the payment of the delinquent Contractor of all monies due and then owing for wages and/or fringe benefit contributions, the Union shall direct its members to return to work and the Contractor shall return all such members back to work.

Section 7.8 Expedited Enforcement Procedure Any party, including the City, which the Parties agree is a Party to the Agreement for purposes of this Article and an intended beneficiary of this Article, or the CWA Administrator, may institute the following procedures , in lieu of or in addition to any other action at law or equity, when a breach of Section 7.1 or 7.5, above, or Section 8.3 is alleged .

7.8. l The Party invoking this procedure shall notify Fred Horowitz, or Louis Zigman, [Subject to Confirmation] who have been selected by the negotiating Parties, and whom the Parties agree shall be the permanent arbitrators under this procedure. If the permanent arbitrators are unavailable at any time, any one of the permanent Arbitrators who is notified shall appoint his alternate to hear the matter. Expenses incurred in arbitration shall be borne equally by the Parties involved in the arbitration and the decision of the arbitrator shall be final and binding on the Parties, provided 1 however, that the arbitrator shall not have the authority to alter or amend or add to or delete from the provisions of this Agreement in any way. Notice to the arbitrator shall be by the most expeditious means available, with notices to the Parties alleged to be in violation, and to the Trades Council if it is a Union alleged to be in violation. For purposes of this Article, written notice may be given by telegram, facsimile, hand delivery or overnight mail and will be deemed effective upon receipt.

7.8.2 Upon receipt of said notice, the arbitrator named above or his/her alternate shall sit and hold a hearing within twenty~four (24) hours if it is contended that the violation still exists, but not sooner than twenty-four (24) hours after notice has been dispatched to the Executive Secretary and the Senior Official(s) as required by Section 7.6, as above.

7.8.3 The arbitrator shaJI notify the Parties of the place and time chosen for this hearing. Said hearing shall be completed in one session, which, with appropriate recesses at the arbitrator 's discretion, shall not exceed 24 hours unless otherwise agreed upon by all Parties. A failure of any Party or Parties to attend said hearings shall not delay the hearing of evidence or the issuance of any award by the arbitrator .

7.8.4 The sole issue at the hearing shall be whether or not a violation of Sections 7.1 or

7.5, above, or Section 8.3 has in fact occurred. The arbitrator shall have no authority to consider any matter in justification, explanation or mitigation of such violation. The award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without an 20 City of Palm Springs CWA
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opinion. If any Party desires a written opinion , one shall be issued within fifteen (15) days, but its issuance shall not delay compliance with , or enforcement of, the Award. The arbitrator may order cessation of the violation of the Article and other appropriate relief, and such award shall be served on all Parties by hand or registered mail upon issuance.

7.8.5 Such award shall be final and binding on all Parties and may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to herein above in the following manner. Written notice of the filing of such enforcement proceedings shall be given to the other Party. Jn any judicial proceeding to obtain a temporary order enforcing the arbitrator's award as issued under this Article, all Parties waive the right to a hearing and agree that such proceedings may be ex parte. Such agreement does not waive any Pa1ty's right to participate in a hearing for a final order of enforcement. The court's order or orders enforcing the arbitrator's award shall be served on all Parties by hand or by delivery to their address as shown on this Agreement (for a Union), as shown on their business contract for work under this Agreement (for a Contractor) and to the representing Union (for an employee), by certified mail by the Patty or Parties first alleging the violation. 7,8,6 Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure or which interfere with compliance hereto are hereby waived by the Parties lo whom they accrue .
7 .8. 7 The fees and expenses of the arbitrator shall be equally divided between the Party or Parties initiating this procedure and the respondent Party or Parties.

ARTICLE 8

WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES
Section 8.1 Assi gnment of Work The assignment of Project Work will be solely the responsibility of the Employer performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry (the "Plan") or any successor Plan.

Section 8.2 The Plan

8.2.1 All jurisdictional disputes on Project Work between or among the building and construction trades Unions and the Employers parties to this Agreement, shall be settled and adjusted according to the present Plan established by the Building and Construction Trades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department. Decisions rendered shall be final, binding and conclusive on the Employers and Unions parties to this Agreement.

8.2.2 If a dispute arising under this Article involves the Southwest Regional Council of Carpenters or any of its subordinate bodies, an Arbitrator shal I be chosen by the procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel, Thomas Angelo, Robert Hirsch, and Thomas Pagan, [Subject to Confirmation} and the Arbitrator's City of Palm Springs CWA
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hearing on the dispute shall be held at the offices of the Trades Council within 14 days of the selection of the Arbitrator. All other procedures shall be as specified in the Plan.

Section 8.3 No Work Disruption Over Jurisdiction All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow-down of any nature, and the Employer's assignment shall be adhered to until the dispute is resolved. [ndividuals violating this section shall be subject to immediate discharge.

Section 8.4 Pre-Job Conferences As provided in A1ticle 16, each Contractor will conduct a pre-job conference with the appropriate affected Union(s) prior to commencing work. The Trades Council and the CW A Administrator shall be advised in advance of all such conferences and may participate if they wish.

Section 8.5 Resolution of Jurisdictional Disputes If any actual or threatened strike, sympathy strike, work stoppage, slow down, picketing, hand-billing or otherwise advising the public that a labor dispute exists, or interference with the progress of Project Work by reason of a jurisdictional dispute or disputes occurs, the Parties shall exhaust the expedited procedures set forth in the Plan, if such procedures are in the plan then currently in effect, or otheiwise as in Article 7 above.

ARTICLE 9

MANAGEMENT RIGHTS
Section 9.1 Contractor and City Rights The Contractors and the City have the sole and exclusive right and authority to oversee and manage construction operations on Project Work without any limitations unless expressly limited or required by a specific provision of this Agreement or an MLA. In addition to the following and other rights of the Contractors enumerated in this Agreement, the Contractors expressly reserve their management rights and all the rights conferred upon them by law. The Contractor's rights include, but are not limited to, the right to:
(a) Plan, direct and control operations of all work in the manner required by, and in compliance with, the contract document, including but not limited to, plans, specifications, and scope of work under contract;
(b) Hire, promote, transfer and layoff their own employees, respectively, as deemed appropriate to satis fy work and/or skill requirements; (c) Promulgate and require all employees to observe reasonable job rules and security and safety regulations;
(d) Discharge, suspend or discipline their own employees for just cause; (e) Utilize, in accordance with City approval, any work methods, procedures or technique s, and select, use and install any types or kinds of materials, apparatus or City of Palm Springs CWA
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equipment, regardless of source of manufacture or construction; assign and schedule work at their discretion; and
(f) Assign overtime, determine when it will be worked and the number and identity of employees engaged in such work, subject to such provisions in the applicable Master Labor Agreement (s) requiring such assignments be equalized or otherwise made in a nondiscriminatory manner.

Section 9.2 Specific City Rights In addition to the following and other rights of the City enumerated in this Agreement, the City expressly reserves its management rights and all the rights conferred on it by law. The City's rights (and those of the Contract Administrator on its behalf) include but are not limited to the right to:
(a) Inspect any construction site or facility to ensure that the Contractor follows the applicable safety and other work requirements, and to insure compliance with contract documents, including but not limited to, plans, specifications, and scope of work under contract;
(b) Require Contractors to establish a different work week or shift schedule for particular employees as required to meet the operational needs of the Project Work at a particular location;
(c) At its sole option, terminate, delay and/or suspend any and all portions of the covered work at any time; prohibit some or all work on certain days or during certain hours of the day to accommodate the ongoing operations of the City's Facilities and/or to mitigate the effect of ongoing Project Work on businesses and residents in the neighborhood of the Project site; and/or require such other operational or schedule changes it deems necessary, in its sole judgment, to effectively maintain its primary mission and remain a good neighbor to those in the area of its facilities . (In order to permit the Contractors and Unions to make appropriate scheduling plans, the City will provide the CW A Administrator, and the affected Contractor(s) and Union(s) with reasonable notice of any changes it requires pursuant to this section ; provided, however, that if notice is not provided in time to advise employees not to report for work, show-up pay shall be due pursuant to the provision of Article 6, Section 6.6);
(d) Approve any work methods, procedures and techniques used by Contractors whether or not these methods, procedures or techniques are part of industry practices or customs; and
(e) Investigate and process complaints, through the CWA Administrator, in the matter set forth in Articles 7 and 10.

Section 9.3 Use of Materials There should be no limitations or restriction by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices , subject to the application of the State 23 City of Palm Springs CWA
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Public Contracts and Labor Codes as required by law. The onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

Section 9.4 Special Equipment, Warranties and Guaranties

9.4.1 It is recognized that certain equipment of a highly technical and specialized nature may be installed at Project Work sites. The nature of the equipment, together with the requirements for manufacturer's warranties, may dictate that it be prefabricated pre-piped and/or pre-wired and that it be installed under the supervision and direction of the City's and/or manufacturer's personnel. The Unions agree to install such equipment without incident to insure compliance with the specifications for the equipment being installed and to insure compliance with contract documents, including but not limited to, plans, specifications, and scope of work under contract.

9.4.2 The Parties recognize that the Contractor will initiate from time to time the use of new technology, equipment, machinery, tools, and other labor-savings devices and methods of performing Project Work. The Union agrees that they will not restrict the implementation of such devices or work methods . The Unions will accept and will not refuse to handle, install or work with any standardized and/or catalogue: parts, assemblies, accessories, prefabricated items, preassembled items, partially assembled items, or materials whatever their source of manufacture or construction.

9.4.3 If any disagreement between the Contractor and the Unions concerning the methods of implementation or installation of any equipment, or device or item, or method of work, arises, or whether a particular part or pre-assembled item is a standardized or catalog part or item, the work will precede as directed by the Contractor and the Parties shall immediately consult over the matter. If the disagreement is not resolved, the affected Union(s) shall have the right to proceed through the procedures set forth in Article I 0.

Section 9.5 No Less Favorable Treatment The parties agree that Project Work will not receive less favorable treatment than that on any other project which the Unions, Contractors and employees work.

ARTICLE IO

SETTLEMENT OF GRIEVANCES AND DISPUTES
Section 10.1 Cooperation and Harmon y on Site
I 0.1.1 This Agreement is intended to establish and foster continued close cooperation between management and labor. The Trades Council shall assign a representative to this Project for the purpose of assisting the local Unions, and working with the CWA Administrator, together with the Contractors, to complete the construction of the Project economically, efficiently, continuously and without any interruption, delays or work stoppages .

10.1.2 The CW A Administrator, the Contractors, Unions, and employees collectively and individually, realize the importance to all Parties of maintaining continuous and 24 City of Palm Springs CWA
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uninterrupted performance of the Project Work, and agree to resolve disputes in accordance with the grievance provisions set forth in this Article or, as appropriate, those of Article 7 or 8.

10. 1 .3 The CW A Administrator shall oversee the processing of grievances under this Article and Articles 7 and 8, including the scheduling and an-angements of facilities for meetings, selection of the arbitrator from the agreed -upon panel to hear the case, and any other administrative matters necessary to facilitate the timely resolution of any dispute; provided, however, it is the responsibility of the principal parties to any pending grievance to insure the time limits and deadlines are met.

Section I 0.2 Processin g Grievances Any questions arising out of and during the term of this Agreement involving its interpretation and application, which includes applicable provisions of the Master Labor Agreement, but not jurisdictional disputes or alleged violations of Section 7. I and 7.4 and similar provisions, shall be considered a grievance and subject to resolution under the following procedures.

A. Employee Grievances
Step 1. When any employee subject to the provisions of this Agreement feels aggrieved by an alleged violation of this Agreement, the employee shall, through his local Union business representative or, job steward, within ten ( I 0) working days after the occurrence of the violation, give notice to the work site representative of the involved Contractor stating the provision(s) alleged to have been violated. A business representative of the local Union or the job steward and the work site representative of the involved Contractor shall meet and endeavor to resolve the matter within ten (10) working days after timely notice has been given. If they fail to resolve the matter within the prescribed period, the grieving party may, within ten ( I 0) working days thereafter, pursue Step 2 of this grievance procedure provided the grievance is reduced to writing, setting forth the relevant information, including a short description thereof, the date on which the alleged violation occurred, and the provision(s) of the Agreement alleged to have been violated. Grievances and disputes settled at Step 1 shall be non~precedential except as to the parties directly involved.

B. Union/Contractor Grievances
Should the Union(s) or any Contractor have a dispute with the other Party(ies) and, if after conferring within ten ( I 0) working days after the disputing Party knew or should have known of the facts or occurrence giving rise to the dispute, a settlement is not reached within five (5) working days, the dispute shall be reduced to writing and processed to Step 2 in the same manner as outlined in Step I above for the adjustment of an employee complaint.

Step 2.

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Step 3.
representative of the CWA Administrator, shall meet within seven (7) working days of the referral of the dispute to this second step to arrive at a satisfactory settlement thereof. If the Parties fail to reach an agreement, the dispute may be appealed in writing in accordance with the provisions of Step 3 within seven (7) calendar days after the initial meeting at Step 2. (a) If the grievance shall have been submitted but not resolved under Step 2, either the Union of Contractor Party may request in writing to the CW A Administrator (with copy(ies) to the other Party(ies) within seven (7) calendar days after the initial Step 2 meeting, that the grievance be submitted to an arbitrator selected from the agreed upon list in "Attachment (D)" attached hereto, on a rotational basis in the order listed.

The CWA Administrator shall notify the parties to the grievance of the date, time and location of the hearing. The failure of any party to attend said hearing shall not delay the hearing of evidence or the issuance of any decision by the arbitrator . The decision of the arbitrator shall be final and binding on all parties. Should any party seek confinnation of the award made by the arbitrator, the prevailing party shall be entitled to receive its reasonable attorney fees and costs.
(b) Failure of the grieving Party to adhere to the time limits established herein shall render the grievance null and void. The time limits established herein may be extended only by consent of the Parties involved at the particular step where the extension is agreed upon. The arbitrator shall have the authority to make decisions only on issues presented and shall not have the authority to change, amend, add to or detract from any of the provisions of this Agreement.
(c) The fees and expenses incurred by the arbitrator, as well as those jointly utilized by the Parties (i.e. conference room, court reporter, etc.) in arbitration, shall be divided equally by the Parties to the arbitration, including Union(s) and Contractor(s) involved.

C. Union/City Grievances
This provision shall be the sole and exclusive remedy for alleged violations of the Agreement between the City and the Unions. Should the Union or the City have a grievance for a violation of this Agreement against the other party, the Council and the City Manager, or his designee, shall meet in an at1empt to resolve the grievance . If these parties are unable to resolve the matter, either party may request that the grievance be submitted to final and binding arbitration in accordance with the process set forth in Section I 0.2 Step 3, above. The City shall not be liable for monetary damages unless the Arbitrator, selected by the parties, finds a willful or knowing breach of this Agreement by the City.

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Section 10.3 Limit on Use of Procedures The procedures contained in this Article shall not be applicable to any alleged violation of Articles 7 or 8, with a single exception that any employee discharged for violation of Section 7.2, or Section 8.3, may resort to the procedures of this Article to determine only if he/she was, in fact, engaged in that violation .

Section I 0.4 Notice The CWA Administrator (and the City, in the case of any grievance regarding the Scope of this Agreement), shall be notified by the involved Contractor of all actions at Steps 2 and 3, and further, the CW A Administrator shall, upon its own request, be permitted to participate fully as a party in all proceedings at such steps .

ARTICLE 11

REGULA TORY COMPLIANCE
Section 11.1 Compliance with All Laws The Trades Council and all Unions, Contractors, and their employees shall comply with all applicable federal and state laws, ordinances and regulations including, but not limited to, those relating to safety and health, employment and applications for employment. All employees shall comply with the safety regulations established by the City, the CWA Administrator or the Contractor . Employees must promptly report any injuries or accidents to a supervisor.

Section l l.2 Prevailing Wage Compliance All Contractors shall comply with the state laws and regulations. Compliance with this obligation may be enforced by the appropriate parties through Article IO above, or by pursing the remedies available under state law through the Labor Commissioner or the Department of Industrial Relations.

Section 11.3 Violations of Law Should there be a finding by the City or a Court or administrative tribunal of competent jurisdiction that a Contractor has violated federal and/or state law or regulation , the City, upon notice to the Contractor that it or its subcontractors is in such violation (including any finding of non-compliance with the California prevailing wage obligations as enforced pursuant to DIR regulations), and in the absence of the Contractor or subcontractor remedying such violation, may take such action as it is permitted by law or contract to encourage that Contractor to come into compliance, including, but not limited to, assessing fines and penalties and/or removing the offending Contractor from Project Work.

Additionally, in accordance with the Agreement between the City and the Contractor, the City may cause the Contractor to remove from Project work any subcontractor who is in violation of state or federal law.

ARTICLE 12

SAFETY AND PROTECTION OF PERSON AND PROPERTY
Section 12.1 Safety

12.1.1 It shall be the responsibility of each Contractor to ensure safe working conditions and employee compliance with any safety rules contained herein or established by the City or the Contractor, whichever is most restrictive shall apply. It is understood that employees have an 27 City of Palm Springs CWA
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individual obligation to use diligent care to perform their work in a safe manne1· and to protect themselves and the property of the Contractor and the City.

12.1.2 Employees shall be bound by the safety , security and visitor rules established by the Contractor and/or the City . These rules will be published and posted. An employee's failure to satisfy his/her obligations under this section will subject him /her to discipline, up to and including discharge.

12.1.3 The Parties shall adopt the Substance Abuse Policy attached hereto as Attachment "Et" which shall be the policy and procedure utilized under this Agreement.

Section 12.2 Suspension of Work for Safety A Contractor may suspend all or a portion of the job to protect the life and safety of employees. In such cases, employees will be compensated only for the actual time worked; provided, however, that where the Contractor requests employees to remain at the site and be available for work, the employees will be compensated for stand-by time at their basic hourly rate of pay.

Section 12.3 Water and Sanitary Facilities The Contractor shall provide adequate supplies of drinking water and sanitary facilities for all employees as required by state law or regulation.

ARTICLE 13

TRAVEL AND SUBSISTENCE
Travel expenses, travel time, subsistence allowances , zone rates and parking reimbursements shall be paid in accordance with the applicable Master Labor Agreement unless superseded by the applicable prevailing wage determination .

ARTICLE 14

APPRENTICES
Section 14.1 Importance of Training The Parties recognize the need to maintain continuing support of the programs designed to develop adequate numbers of competent workers in the construction industry, the obligation to capitalize on the availability of the local work force in the area served by the City, and the opportunities to provide continuing work under the construction program. To these ends, the Parties will facilitate , encourage, and assist local residents to commence and progress in Labor /Management Apprenticeship and/or training Programs in the construction industry leading to participation in such apprenticeship programs .

The City and the Trades Council, will work cooperatively to identify, or establish and maintain, effective programs and procedures for persons interested in entering the construction industry and which will help prepare them for the formal joint labo1i management apprenticeship programs maintained by the signatory Unions.

Section 14.2 Use of Apprentices

14.2.1 Apprentices used on Projects under this Agreement shall be registered in Joint Labor Management Apprenticeship Programs approved by the State of California. Apprentices 28 City of Palm Springs CWA
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may comprise up to thirty percent (30%) of each craffs work force (calculated by hours worked) at any time, unless the standards of the applicable joint apprenticeship committee confirmed by the Division of Apprenticeship Standards ("DAS"), establish a lower or higher maximum percentage. Where the standards permit a higher percentage, such percentage shall apply on Project Work. Where the applicable standards establish a lower percentage, the applicable Union will use its best efforts with the Joint Labor Management apprenticeship committee and, if necessary, the DAS to permit up to thirty percent (30%) apprentices on the Project.

14.2.2 The Unions agree to cooperate with the Contractor in furnishing apprentices as requested up to the maximum percentage. The apprentice ratio for each craft shall be in compliance, at a minimum, with the applicable provisions of the Labor Code relating to utilization of apprentices . The City shall encourage such utilization, and, both as to apprentices and the overall supply of experienced workers, the CWA Administrator will work with the Trades Council to assure appropriate and maximum utilization of apprentices and the continuing availability of both apprentices and journey persons.

14.2.3 The Parties agree that apprentices will not be dispatched to Contractors working under this Agreement unless there is a journeymen working on the project where the apprentice is to be employed who is qualified to assist and oversee the apprentice's progress through the program in which he is participating.

14.2.4 All apprentices shall work under the direct supervision of a journeyman from the trade in which the apprentice is indentured. A journeyman shall be defined as set forth in the California Code of Regulations, Title 8 [apprenticeship] section 205, which defines a journeyman as a person who has either completed an accredited apprenticeship in his or her craft, or has completed the equivalent of an apprenticeship in length and content of work experience and all other requirements in the craft which has workers classified as journeyman in the apprenticeable occupation. Should a question arise as to a journeyman's qualification under this subsection, the Contractor shall provide adequate proof evidencing the worker's qualification as a journeyman to the Trades Council.

Section 14.3 Identification and Retention of Ski I Led Labor and Employment of Local Residents The Project Work will require large numbers of craft personnel and other supporting employees.

It is therefore the understanding and intention of the Parties to use the opportunities provided by the extensive amount of work to be covered on these Projects to promote, through cooperative efforts, programs and procedures (which may include, for example, programs to prepare persons for entrance into formal labor/management apprenticeship and/or training programs) to the community describing opportunities available as a result of the Project Work, for involvement of Local Residents in the construction industry, to assist them in entering the construction trades, and, through utilization of labor/management apprenticeship and/or training programs, to provide training opportunities for Local Residents and students and graduates of the City wishing to pursue a career in construction. Such cost for programs and training will be the responsibility of the Union and contractors. The City will work with the Unions, trade groups, and Contractors, in marketing such potential job and training opportunities to encourage application from residents of the City of Palm Springs. Further, with concurrence from the CW A Administrator, the Contractors and the
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Unions will work together to promptly develop and implement procedures for the identification of craft needs, the scheduling of work to facilitate the utilization of available craft employees, and the securing of services of craft employees in sufficient numbers to meet the demand of the Project Work to be undertaken. The City will work with the Contractors and Unions in promoting said opportunities to encourage application from residents of the City of Palm Springs.

ARTICLE 15

WORKING CONDITIONS
Section 15.1 Meal and Rest Periods There will be no non-working times established during working hours except as may be required by applicable state law or regulations . Meal periods and Rest periods shall be as provided for in Wage Order 16. Individual coffee containers will be permitted at the employees' work location; however, there will be no organized coffee breaks.

Section 15.2 Work Rules The City, the CWA Administrator, and/or relevant Contractor shall establish such reasonable work rules as they deem appropriate and not inconsistent with this Agreement. These rules will be posted at the work sites by the Contractor and may be amended thereafter as necessary . Failure to observe these rules and regulations by employees may be grounds for discipline up to and including discharge.

Section 15 .3 Emergency Use of Tools and Equipment There should be no restrictions on the emergency use of any tools by any qualified employee or supervisor, or on the use of any tools or equipment for the performance of work within the jurisdicti on, provided the employee can safely use the tools and/or equipment involved and is compliance with applicable governmental rules and regulations.

Section 15.4 Access Restrictions for Cars Recognizing the nature of the work being conducted on the site, employee access by a private automobile may be limited to certain roads and/or parking areas.

ARTICLE 16
PRE~JOB CONFERENCES
Section 16.1 ach Primary Contractor which is awarded a Construction Contract by the City for Project Work shall conduct a Pre-Job conference with the appropriate affected Union(s) prior to commencing work. All Contractors who have been awarded contracts by the Primary Contractor shall attend the Pre-Job conference. The Trades Council and the CW A Administrator shall be advised in advance of all such conferences and may participate if they wish. All work assignments shall be disclosed by the Primary Contractor and all Contractors at the Pre-Job conference in acco rdance with industry practice. Should there be any formal jurisdictional dispute raised under Article 8, the CW A Administrator shall be promptly notified. Primary Contractor shall have available at the Pre-Job conference the plans and drawing for the work to be perfonned on the Project. Should additional Project Work not previously included within the City of Palm Springs CWA
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scope of the Project Work be added, the Contractors performing such work will conduct a separate pre-job for such newly included work.

ARTICLE 17

LABOR/MANAGEMENT COO PERA TJON
Section 17.1 Joint Committee The Parties to this Agreement may establish a six (6) person Joint Administrative Committee (JAC). This JAC shall be comprised of three (3) representatives selected by the City and three (3) representatives selected by the Trades Council to monitor compliance with the terms and conditions of this Agreement and to recommend amendments to this Agreement, with the exception of the dollar threshold specified in Section 2.2(a) and the term of this Agreement under Section 22.1, when doing so would be to the mutual benefit of the Parties. Each representative shall designate an alternate who shall serve in his or her absence for any purpose contemplated by this Agreement. A quorum will consist of at least two (2) representatives selected by the City and at least two (2) representatives selected by the Trades Council. For voting purposes, only an equal number of City and Union representatives present may constitute a voting quorum.

Section 17.2 Functions of Joint Committee The Committee shall meet on a schedule to be determined by the Committee or at the call of the joint chairs, to discuss the administration of the Agreement, the progress of the Project, general labor management problems that may arise, and any other matters consistent with this Agreement. Substantive grievances or disputes arising under Articles 7, 8 or 10 shall not be reviewed or discussed by this Committee, but shall be processed pursuant to the provisions of the appropriate Article. The CW A Administrator shall be responsible for the scheduling of the meetings, the preparation of the agenda topics for the meetings, with input from the Unions the Contractors and the City. Notice of the date, time and place of meetings, shall be given to the Committee members at least three (3) days prior to the meeting. The CW A Administrator shall prepare quarterly reports on apprentice utilization and the training and employment of City residents, and a schedule of Project Work and estimated number of craft workers needed. The Committee or an appropriate subcommittee, may review such reports and make any recommendations for improvement, if necessary, including increasing the availability of skilled trades, and the employment of local residents or other individuals who should be assisted with appropriate training to qualify for apprenticeship programs.

ARTICLE 18

SAVINGS AND SEPARABILITY
Section 18.1 Savings Clause It is not the intention of the City, the CW A Administrator, Contractor or the Union parties to violate any laws governing the subject matter of this Agreement. The Parties hereto agree that in the event any provision of this Agreement is finally held or determined to be illegal or void as being in contravention of any applicable law or regulation, the remainder of the Agreement shall remain in full force and effect unless the part or parts so found to be void are wholly inseparable from the remaining portions of this Agreement.

Further, the Parties agree that if and when any provision(s) of this Agreement is finally held or determined to be illegal or void by a court of competent jurisdiction, the Parties will promptly enter into negotiations concerning the substantive effect of such decision for the purposes of 31 City of Palm Springs CWA
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achieving conformity with the requirements of any applicable laws and the intent of the Parties hereto. If the legality of this Agreement is challenged and any form of injunctive relief is granted by any court, suspending temporarily or permanently the implementation of this Agreement, then the Parties agree that all Project Work that would otherwise be covered by this Agreement should be continued to be bid and constructed without application of this Agreement so that there is no delay or interference with the ongoing planning, bidding and construction of any Project Work.

Section 18.2 Effect of Injunctions or Other Court Orders The Parties recognize the right of the City to withdraw, at its absolute discretion, the utilization of the Agreement as part of any bid specification should a Court of competent jurisdiction issue any order, or any applicable statute which could result, temporarily or permanently in delay of the bidding, awarding and/or construction on the Project. Notwithstanding such an action by the City, or such court order or statutory provision, the Parties agree that the Agreement shall remain in full force and effect on covered Project Work to the maximum extent legally possible.

ARTICLE 19
WAIVER
A waiver of or a failure to assert any provisions of this Agreement by any or all of the Parties hereto shall not constitute a waiver of such provision for the future . Any such waive r shall not constitute a modification of the Agreement or change in the terms and conditions of the Agreement and shall not relieve, excuse or release any of the Parties from any of their rights, duties or obligations hereunder .

ARTICLE20

AMENDMENTS
The provisions of this Agreement can be renegotiated, supplemented, rescinded or otherwise altered only by mutual agreement in writing, hereafter signed by the negotiating Parties hereto.

In the event of any conflict or ambiguity between this Agreement and any Attachment or exhibit, the provisions of this Agreement shall govern.

Section 21 . l Duration
ARTICLE 21

DURATION OF THE AGREEMENT
21 .1.1 This Agreement shall be effective from the date signed by all Parties and shall remain in effect for an initial period of five (5) years. Any covered Project Work awarded during the term of this Agreement shall continue to be covered hereunder , until completion of the Project Work, notwithstanding the expiration date of this Agreement. 21 .1.2 This Agreement may be extended by written mutual consent of the City, as directed by the City Council and the signatory Unions for such further periods as the Parties shall agree to.

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Section 21.2 Turnover and Final Acceptance of Completed Work

21.2.1 Construction of any phase, portion, section, or segment of Project Work shall be deemed complete when such phase, portion, section or segment has been turned over to the City by the Contractor and the City has accepted such phase, portion, section, or segment. As areas and systems of the Project are inspected and construction-tested and/or approved and accepted by the City or third parties with the approval of the City, the Agreement shall have no further force or effect on such items or areas, except when the Contractor is directed by the City to engage and repairs or modifications required by its contract(s) with the City.

21.2.2 Notice of each final acceptance received by the Contractor wil I be provided to the Trades Council with the description of what portion; segment, etc. has been accepted. Final acceptance may be subject to a "punch" list, and in such case, the Agreement will continue to apply to each such item on the list until it is completed to the satisfaction of the City and Notice of Completion is issued by the City or its representative to the Contractor. At the request of the Union, complete information describing any "punch" list work, as well as any additional work required of a Contractor at the direction of the City pursuant to Section 22.2.1 above, involving otherwise turned-over and completed facilities which have been accepted by the City, will be available from the CW A Administrator.

IN WITNESS whereof the Parties have caused this Community Workforce Agreement to be executed as of the date and year above stated.

CITY OF PALM SPRINGS
By: Ju~ o-l1f'-
City Manager
ATTEST:

SAN BERNARDINO/RIVERSIDE COUNTIES

BUILDING & CONSTRUCTION
TRADES COUNCIL, AFL-CIO el(?/Z/
By: ~~e,;1-.f'~~-· -
Executive Secretary/Business Manager
Af-lPrlOVl!O BY CITY cour~CIL
;ft.;/tot/ 4.Jt A 8fflJl
APPROVED AS TO FORM:

City of Palm Springs CWA
55575 . 18000\33985938.2
33 Item 1L - Page 64
62?.Zi1;lv2
City Attorney
City of Palm Springs CWA
55575. I 81)00\33985938 2
Item 1L - Page 65

SAN BERNARDINO/RIVERSIDE COUNTIES BUILDING AND CONSTRUCTION

TRADES COUNCIL, AFL-CIO CRAFT UNIONS AND DISTRICT COUNCILS Signatory Unions:

Page I of2
Boilermakers Local 92:

Bricklayers Local 4:

Cement Masons Local 500:

District Council #36 (Painters, Drywall
Electrical Workers Local 440:

Plater Tenders 1414: ------------- ---------
City of Palm Springs CWA
55575. l 8000\33985938.2
3S
Item 1L - Page 66

SAN BERNARDINO/RIVERSIDE COUNTIES BUILDING AND CONSTRUCTION TRADES COUNCIL, AFL-CIO CRAFf UNIONS AND DISTRICT COUNCILS Signatory Unions:

PRge l of2
Boilermakers Local 92:

Bricklayers Local 4:

Cement Masons Local 500:

District Council #36 (Painters, Drywall Finishers, Glaziers, Resilient Floor):

Electrical Workers Local 440:

Elevator Constructors Local 18: - - --- ------ - ------ Heat & Frost Insulators Local 5: ----- --- - -----~---
Iron Workers Local 416: --~--------- ~- - - - ---
Iron Workers Local 433: - - ----- ---~------- - ----
Laborers Local 300:
--- ------ - - - ----------
Plasterers Local 200: ---------------------~
Plater Tenders 1414: - - --- --- - --- - ---- - ---~
U.A. Local 345: ------------------~----
U.A. Local 364: ____ _ _____ _ _____ _____ _
City of Palm Springs CWA
55515. 18000\33985938.l
Item 1L - Page 67

SAN BERNARDINO/RIVERSIDE COUNTIES BUILDING AND CONSTRUCTION TRADES COUNCJL 9 AFL-CIO CRAFT UNIONS AND DISTRICT COUNCILS Signatory Unions:

Page J of2
Boilermakers Local 92:

Bricklayers Local 4:

Cement Masons Local 500:

District Council #36 (Painters, Drywall Finishers, Glaziers, Resilient Floor):

Electrical Workers Local 440:

Elevator Constructors Local 18: ------- ---------- -
Heat & Frost Insulators Local 5: - ---~------ - - ----- Iron Workers Local 416: ------~--- ----- -----
Iron Workers Local15_433:

Laborers Local 300: ;i,,.,~...-:--,-·. ,4,·-~------,J«~·.._.~,....~.::;;~- ,,- ------- Laborers Local 118 . -------- ------------ -
Operating Engineers Local 12: _ ____ _________ ___ _
Plasterers Local 200: ---- - ------ ---- ------
Plater Tenders 1414: ------- --------- --- --
U.A. Local 345: ----- - ----- -----~-----
U.A. Local 364: _ ______ _____________ _
aty of Palm Springs CWA
SSS1S I 8000\33985938.2
3S
Item 1L - Page 68

SAN BERNARDINO/RIVERSIDE COUNTIES BUILDING AND CONSTRUCTION

TRADES COUNCIL, AFL-CIO CRAIT UNIONS AND DISTRICT COUNCILS Signatory Unions:

Page 1 ends

Palm Springs City CouncilMarch 23, 2023

Palm Springs City Council
March 23, 2023