Agenda packet — Palm Springs City Council, September 26, 2023 (part 2 of 8)

ATTEST:

BRENDA PREE, MMC

CITY CLERK

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, Brenda Pree, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

BRENDA PREE, MMC

CITY CLERK
Item 1I - Page 9

ATTACHMENT C
Item 1I - Page 10
Justification and Findings
Perry’s Palm Springs LLC
DBA Perry’s Fine Wines and Liquor
641 N. Palm Canyon Drive, Palm Springs, CA
August 2, 2023

Proposed Use: Finding of Public Convenience or Necessity and permit to sell beer, wine, and distilled spirits for off-site consumption (ABC Type 21 License) at a new 1,200 square foot boutique fine wine and liquor store. Perry’s is a new, high-end wine and liquor market and deli specializing in craft beers and specialty wines as well as non-alcoholic beverages, barware, wine accessories, specialty cheeses and snacks and more. Our goal is to provide a friendly, convenient, one-stop shop to the community as well as new job opportunities.

Hours of Operations: Daily from 9 AM to 10 PM

Number of Employees: 2 per shift

Previous Use: Former motel office

Other Uses on Project Site: Motel & Restaurant

Security Measures:
• All persons that appear younger than 30 years old must provide ID to purchase alcohol. • No alcohol will be sold if the customer is a minor.
• Employees on duty who sell alcohol will be at least 21 years of age. • A new state-of-the-art surveillance camera system will be installed with 2 exterior and 2 interior cameras.
• Surveillance videos are stored for at least 30 days and are made available to law enforcement upon request.
• Perry’s maintains a zero-tolerance loitering policy and will actively monitor and discourage activity.
• No amusement machines or video game devices shall be on the premises. • Parking lot of the premises shall be equipped with lighting of sufficient power to illuminate and make easily discernible the appearance and conduct of all persons on or about the parking lot.
• No alcoholic beverages shall be consumed on any property adjacent to the market under the control of the applicant.

Employee Training:
• All employees will be trained in customer awareness.
• Employees engaged in the sale of alcohol will complete responsible beverage service (RBS) training class that is approved by ABC.

Item 1I - Page 11
• RBS Training includes looking for signs of intoxication, proper identification checking, procedures for dealing with various situations as well as general behavior observance training.
• All employees will receive the IMPACT Off-Sale Licensee Informational Guide and be required to sign the Clerk’s Affidavit.

Findings
Following are findings for approving requested use:

The use applied for at the location set forth in the application is properly one for which a conditional use permit is authorized by this Zoning Code; The property has the C-1 zoning designation and Section 92.12.01.4(D-16) of the Palm Springs Municipal Code requires a use permit for liquor stores within the C-1 zone.

The use is necessary or desirable for the development of the community, is in harmony with the various elements or objectives of the general plan, and is not detrimental to existing uses or to future uses specifically permitted in the zone in which the proposed use is to be located; The store will be located within a small mixed-use center that includes a restaurant and multi- family residential. There is a well-lit parking lot, and the store location is very visible from Palm Canyon Drive. The subject premises is bounded on all sides by commercially developed properties and is well-buffered from nearby, residentially zoned, and occupied properties. It is equipped with a state-of-the-art security system and crime deterrence program that helps ensure the peace, comfort and welfare of its customers and the surrounding community. In addition, we have a zero-tolerance loitering program in front of our store to protect our customers or any passers-by. Perry’s is not proposing late night hours and store employees will be well-trained and the operations will be appropriately conditioned to ameliorate any public health, welfare, and safety concerns. The unique selection of premium wines and spirits along with tasteful interior finish will enhance the surrounding community of commercial establishments and give nearby residents a high-end shopping opportunity.

The site for the intended use is adequate in size and shape to accommodate such use, including yards, setbacks, walls or fences, landscaping and other features required in order to adjust such use to those existing or permitted future uses of land in the neighborhood; The store will be in a small existing mixed-use with all adjacent properties fully developed as commercial retail or multi-family housing. There is a sushi restaurant operating in the center and other retailers have operated in this space previously. The property has demonstrated for decades that it is adequate in size and shape for retail businesses.

The site for the proposed use relates to streets and highways properly designed and improved to carry the type and quantity of traffic to be generated by the proposed use; Item 1I - Page 12
The store will be in a small existing mixed-use along N. Palm Canyon Drive. Palm Canyon Drive is the main commercial corridor in the city and intended for a wide variety of retail and service businesses. The property has a sushi restaurant and has had retail tenants previously. Palm Canyon Drive has adequately served retail uses at this site for decades and it is reasonable to conclude that it will continue to be sufficient for the intended use of a specialty retailer.

Item 1I - Page 13

ATTACHMENT D
Item 1I - Page 14
Item 1I - Page 15
Department of Alcoholic Beverage Control

INFORMATION AND INSTRUCTIONS -
SECTION 23958.4 B&P
State of California
Gavin Newsom, Governor
Instructions Th is fonn is to be used for all applicati ons for original issuance or premi ses to premises transfer of licenses. • Part 1 is to be completed by an ABC emplo yee, given to applicant with pre-applicat ion package, with copy retained in • holding file or applicant' s district file.

Part 2 is to be completed by the applicant, and returned to ABC.

Part 3 is to be completed by the local governing body or its designated subordinate officer or body, and returned to ABC.

PART 1 - TO BE COMPLETED BY ABC -- -1. APPLICANT S NAME

PERRY'S PALM SPRINGS LLC

2. PREMISES ADDRESS (Street number and name, city, zip code) 3. LICENSE TYPE 625-641 N PALM CANYON DR., PALM SPRINGS, CA 92262-5512 20 - - --- - --------4. TYPE OF BUSINESS Full Service Restaurant
Deli or Specialty Restaurant
Cafe/Coffee Shop
Bed & Breakfast:

Wine only All
Supermarket
X Liquor Store
DrugNariety Store
Other - describe:

5. COUNTY POPULATION

8. CENSUS TRACT NUMBER
Hofbrau/Cafeteria
Comedy Club
Brew Pub
Theater
Cocktail Lounge
Night Club
Tavern: Beer
Tavern: Beer & Wine
Service Station
Private Club
Veterans Club
Fraternal Club
Wine Tasting Room
Membership Store
Department Store
Florist/Gift Shop
Convenience Market
Convenience Market w/Gasoline
Swap Meet/Flea Market
Drive-in Dairy

6. TOTAL NUMBER OF LICENSES IN COUNTY
On-Sale

9. NO. OF LICENSES ALLOWED IN CENSUS TRACT
Off-Sale

7. RATIO OF LICENSES TO POPULATION IN COUNTY
On-Sale

10. NO. OF LICENSES EXISTING IN CENSUS TRACT
Off-Sale
446.06 1 On-Sale X Off-Sale 5 On-Sale X Off-Sale
11 . IS THE ABOVE CENSUS TRACT OVERCONCENTRATED WITH LICENSES? (i.e., does the ratio of licenses to population in the census tract exceed the ratio of licenses to P oPulation for the entire county?) X Yes, the number of existing licenses exceeds the number allowed No, the number of existing licenses is lower than the number allowed

12. DOES LAW ENFORCEMENT AGENCY MAINTAIN CRIME STATISTICS? Yes (Go to Item #13) No (Go to Item #20)

13. CRIME REPORTING DISTRICT NUMBER~ --- 14. TOTAL NUMBER OF REPORTING DISTRICTS 15. TOTAL NUMBER OF OFFENSES IN ALL REPORTING DISTRICTS

16. AVERAGE NO. OF OFFENSES PER DISTRICT 17. 120% OF AVERAGE NUMBER OF OFFENSES 18. TOTAL NUMBER OF OFFENSES IN REPORTING DISTRICT

19. IS THE PREMISES LOCATED IN A HIGH CRIME REPORTING DISTRICT? (i.e., has a 20% greater number of reported crimes than the average number of reported crimes as determined from all crime reporting districts within the jurisdiction of the local law enforcement agency) Yes, the total number of offenses in the reporting district equals or exceeds the total number in item #17 No, the total number of offenses in the reporting district is lower than the total number in item #17 2~ CHECK THE BOX T HAT APPLIES (check only one box)
a. If "No" is checked in both item #11 and item #19, Section 23958. 4 B&P does not apply to this application, and no additional information will be needed on this issue. Advise the applicant to bring this completed form to ABC when filing the application. b. If" Yes" is checked in either item #11 QI. item #19, and the applicant is applying for a non-retail license, a retail bona fide public eating place license , a retail license issued for a hotel, motel or other lodging establishment as defined in Section 25503.16(b) B&P, or a retail license issued in conjuction with a beer manufacturer's license, or winegrower's license, advise the applicant to complete Section 2 and bring the completed form to ABC when filing the application or as soon as possible thereafter.

X c . If "Yes" is checked in either item #11 QI. item #19, and the applicant is applying for an off-sale beer and wine license, an off-sale general license, an on sale beer license, an on-sale beer and wine (public premises) license, an on-sale general (public premises) license, or an on-sale general music venue license, advise the applicant to take this form to the local governing body, or its designated subordinate officer or body to have them complete Section 3.

The completed form will need to be provided to ABC in order to process the application .

Governing Body/Designated Subordinate Name:

FOR DEPARTMENT USE ONLY
PREPARED BY (Name of Department Employee)

MARICELA MAT A
ABC-245 (rev. 03-23)
Item 1I - Page 16
PART 2 ·TOBE COMPLETED BY THE APPLICANT (If box #20b is checked) --- --- -- ---- 21 . Based on the information on the reverse , the Department may approve your application if you can show that public convenience or necessity would be served by the issuance of the license . Please describe below the reasons why issuance of another license is justified in this area. You may attach a separate sheet or additional documention, if desired. Do not proceed to Part 3. -------- --- -

22. APPLICANT SIGNATURE . 23. DATE SIGNED
PART 3 ·TOBE COMPLETED BY LOCAL OFFICIALS (If box #20c is checked) ·--- ------ - -- The applicant named on the reverse is applying for a license to sell alcoholic beverages at a premises where undue concentration exists (i.e., an over-concentration of licenses and/or a higher than average crime rate as defined in Section 23958.4 of the Business and Professions Code). Sections 23958 and 23958.4 of the Business and Professions Code requires the Department to deny the application unless the local governing body of the area in which the applicant premises are located , or its designated subordinate officer or body, determines within 90 aays of notification of a completed application that public convenience or necessity would be served by the issuance.

Please complete items #24 to #30 below and certify or affix an official seal, or attach a copy of the Council or Board resolution or a signed letter on official letterhead stating whether or not the issuance of the applied for license would serve as a public convenience or necessity .

24. WILL PUBLIC CONVENIENC E OR NECESSITY BE SERVED BY ISSUANCE OF THIS ALCOHOLIC BEVERAGE LICENSE? Yes No See Attached (i.e., letter, resolution , etc.)

25. ADDITIONAL COMMENTS. IF DESIRED (may include reasons for approval or denial of public convenience or necessity ):
---26. CITY/COUNTY OFFICIAL NAME 27. CITY/COUNTY OFFICIAL TITLE 28. CITY/COUNTY OFFICIAL PHONE NUMBER

29. CITY/COUNTY OFFICIAL SIGNATURE 30. DATE SIGNED
ABC-245 REVERSE (rev . 03-23)
Item 1I - Page 17

ATTACHMENT E
Item 1I - Page 18

1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Pe£e111 P41--;1 5PJ?r1J~'5 LU
Address of Entity (Principle Place of Business)
6tf I NtJrtf.- (Je,.J--. ~7_""'-'
P~1Wv 5a--,-.,..,'({, ~A qz.u2-
Loca4 or Cilifornia Address (if different than #2)
~B < tvt1<t1t., CA>-f/e,- ~lrlv
(J(A...JW\. '5prt ... f7 vA C(Z'Z,-60
State/where l:ntity is Registered with Secretary of State C-,v--1 i}"•f\ rtL
If other than California, is the Entity also registered in California? n Yes n No Type of Entity
D Corporation rzLimited Liability Company D Partnership D Trust D Other (please specify)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 1I - Page 19

7. Owners/Investors with a 5% beneficial interest in the Annlicant Entitv or a related entitv

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
(name of owner/investor] (percentage of beneficial interest in entity and name of entitvl
A.

LJ i JI t17--,wt. Mo-r~kw/J 2q.l %1 Pu--,1,; P~~ ~r,-,.1~ L k (name of owner/investor] (percentage of beneficial interest in entity and name of entitvl
B.
c;,t.~,l?5 t,~u- 21,3%, e~.r-rr~ B,/..,,'5rr•1~ /-.IL-
-
(name of owner/investor] [percentage of beneficial interest in entity '
and name of entitvl
C.

DtW,-ol l!IA..C15~,,,__ IS-%, Pary~ f1x,/~ ~'!'fS' L~
(name of owner/investor] (percentage of beneficial interest in entity and name of entitvl
D.
1s-ro, Pur-1~ Pt:t/~ 5tr,¥ 1-iL PA ;/if/JV fl-rli5
(name of owner/investor] (percentage of beneficial interest in entity and name of entitvl
E.
o:~rd ,f bC,14' 11k ~,111s LLt:.. M rvA~I Or//"{IL
(name of owner/investor] (percentage of beneficial interest in entity and name of entitvl

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Date

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/ 16/ 19)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

ATTACHMENT F
Item 1I - Page 20

Department of Planning Services
Census Map

CITY OF PALM SPRINGS
641 N. Palm Canyon Drive

Item 1I - Page 21
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Item 1I - Page 22

ATTACHMENT
G
641 N Palm Canyon Drive, Palm Springs, CA
Proposed Wine, Beer, Spirits and Food Retail layout
N
Check out/Cashier
Closet StorageWine Racks
Tall Merchandising Shelves
Low Merchandising Shelves
Front Loading 5 Door Cooler
Wine RacksFloor to Ceiling Shelving
Retail Area
Main Entry/Exit
Storage Area
ADA Accessible
Bathroom
Mechanical Room
ADA Accessible
Entry/Exit
Exit to Rear
Office Nook
54’ – 6”
39’
30’
Item 1I - Page 23
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1 641 N Palm Canyon Drive, Palm Springs, CA N
641 N. PALM CANYON

PERRY'S
1 2 3 4

VICINITY MAP
APN: 505‐302‐006
ZONING: C-1
LOT SIZE: 47,905 +/- SF
STORE SIZE: 1,200
RETAIL PARKING: 13 SPACES(11 REGULAR/2 ADA)
OTHER PARKING: 26 SPACES
LEGAL DESCRIPTION: POR LOTS 121 & 124 MB 012/094 MERITO VISTA PROPERTY OWNER: PALM CANYON RESORTS LLC
Property Line
Property Line
249'-6"
185'-9"
435-5"
112'-2"
129'-8"
17'-6"
MOTEL
LOBBY

PERRY'S FINE WINE AND LIQUOR

SITE PLAN

RETAIL PARKING
13 12 11 10 9 8 7
5 6
Item 1I - Page 24
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ATTACHMENT H
Item 1I - Page 25
Photo Exhibit
Perry’s
641 N Palm Canyon Dr
July 17, 2023
Aerial Photo #1

Item 1I - Page 26
Aerial Photo #2

Item 1I - Page 27
-
-.. . ·
' •
Street View Photo #1

Item 1I - Page 28
Street View Photo #2
Item 1I - Page 29

ATTACHMENT I
Item 1I - Page 30
From: Bob Sanborn
To: Alex Rubalcava
Subject: Perry’s Palm Springs applications
Date: Sunday, August 27, 2023 10:47:05 AM
NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.
I am writing in support of CUP 2023-0022 and PCN 2023-2026.

I live in Indian Canyons during the winter at 2653 S Calle Palo Fierro, and I also reside in Provincetown MA in the summer.

I personally know the applicants, who are upstanding residents and business owners in Provincetown.

They have demonstrated their expertise and have delivered a service driven premium wine store in Provincetown.

They have been a welcome addition to the local community.

I have spent the last 13 winters in Palm
Springs and can attest that they will deliver value and get involved in the local community on a year-round basis.

I
believe there is a demand for their business in Palm Springs, and I encourage approval of these applications.

Best,
Bob Sanborn
Sent from my iPad
Item 1I - Page 31
From: Brian Douglas
To: Alex Rubalcava
Subject: Support for Perry"s Palm Springs
Date: Tuesday, August 29, 2023 11:58:30 AM
NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Dear Alex,
We are writing you to voice our support of having Perry's Palm Springs open as a business. We have been full time residents of Palm Springs since 2015. We know their establishment in Provincetown, MA and think a similar business would be a wonderful addition to the City of Palm Springs.

Here are the two application references for this effort:

Conditional Use Permit Application Reference: CUP-2023-0022 Public Convenience or Necessity Application Reference: PCN-2023-0006 Sincerely,
Brian Douglas
James Hodgkins
1830 Sandcliff Road
Palm Springs, CA 92264

Item 1I - Page 32
From: Dan Katzir
To: Alex Rubalcava
Subject: Letter of Support for CUP-2023-0022 and PCN-2023-0006 Date: Saturday, September 2, 2023 12:31:52 PM
NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Dear Mr. Perez,
We are reaching out to let you know of our strong and enthusiastic support for Perry's Fine Wine & Liquors to come to Palm Springs. We have been customers of Perry's every summer in Provincetown for the last 20+ years. We are now full time Palm Springs residents and would love to see their premium portfolio of wines become part of our community.

We know
how much

Perry's does for the local Provincetown community and how iconic their store is.

We also know that the owners, Charlie and Billy, will bring their beautiful sense of customer service, delicious wine options and local community service orientation to Palm Springs.

Thank you for your consideration.

Dan Katzir & Robert Gilbert
243 Vista Terrace
Palm Springs, CA 92262
--
Dan Katzir
Schedule a meeting with me here
Item 1I - Page 33
From: Sharon Fay
To: Alex Rubalcava
Subject: TIME SENSITIVE - Support of CUP and PCN applications Date: Tuesday, September 5, 2023 9:19:33 AM
NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Dear Alex,

I am writing in support of Perry’s Palm Springs for the following applications:

· Conditional Use Permit Application Reference:

CUP-2023-0022

· Public Convenience or Necessity Application Reference: PCN-2023-0006
My wife (Maxine Schaffer) and I own a home in Palm Springs in Old Las Palmas. We also own a home on Cape Cod, and we are devoted patrons of Perry’s (in Provincetown). While there are many places to buy wine and spirits on the Cape, Perry’s is the undisputed leader. Charlie and Billie share their passion for wine and food with their customers. They can be counted on for a great selection, fair prices and insightful recommendations for food and wine pairings. You can always stop in, tell them what you are making for dinner, and they will have some great recommendations that consistently hit the mark.

They also know their customer’s and their preferences. If I want to bring a special bottle to a friend’s dinner, I can stop by Perry’s and get insight into what they like and tailor my purchase.

Once, Charlie and Billie knew I loved a certain, hard to get champagne, they called me to tell me that they were able to get a few bottles—I was delighted! They have won many local awards because of their care and community support.

I am confident that they will be a good neighbor. Their Provincetown store is nestled in a residential community, and they are respectful neighbors. They do not open early in the morning, nor are they open late in the evening. They keep their shop and outdoor area pristine, and they have added a small selection of food items that are well curated and a true convenience for their local customers. Charlie and Billie also support the year-round arts community. As a trustee of the Provincetown Art Association and Museum, I appreciate their support—through donations to our events, business sponsorship of our annual GALA, and sharing the economic proceeds of special wine labelings.

They make the town and their
neighborhood a better place to live.

Item 1I - Page 34
I have been coming to Palm Springs for the past several years and have lamented the lack of a wine and spirits purveyor like Perry’s. While there are many places to buy wine and spirits, very few have the knowledge required to offer bespoke recommendations. There is also a lack (unless going to Palm Desert) of interesting wine choices—everyone carries a similar inventory. I find I often order mail order wine while I am there to ensure the quality and variety I am seeking. Indeed, I was thrilled to learn that Charlie and Billie are hoping to open a business in Palm Springs.

I whole heartedly support their application and very much hope to welcome them to the community. They would

be a great addition to our community! Should you need any additional information from me, please let me know.

Warm regards,
Sharon Fay
811 North Mission Road
[email protected]
646-226-4719.

Item 1I - Page 35
From: Arthur
To: Alex Rubalcava
Subject: CUP-2023-0022 and PCN-2023-0006
Date: Friday, August 25, 2023 12:38:37 PM
NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.

Dear Mr. Rubalcava:

I am a homeowner in Palm Springs (and a member of the Indian

Canyon Neighborhood
Association) and Cape Cod and am writing

in support of Perry's Palm Springs and its
applications submitted to the City of Palm Springs and the CA Alcoholic Beverage Control.

I am very familiar with Perry's in Provincetown and also know

its owners, Charlie and Billy. I
can attest to their exceptional commitment

to the community here on Cape Cod, and their
intentions to be equally committed to the

Palm Springs community as active members of its
cultural and social life. Perry's is exactly the kind of business

Palm Springs seeks, as its
owners provide excellent customer service with high quality goods

and services, year-round,
and they are dedicated to being active participants

in and supporters of community

initiatives.

Further, as opposed to the self-service, discount

or supermarket environments where wines
and liquors are now available in Palm Springs, Perry's prides itself on spending time with

customers to educate and share exceptional quality goods in a full service environment. It is the type of retail environment that customers look

forward

to spending time in, and will be
an excellent reflection of the welcoming, community-focused values that you and your colleagues in local government work to convey about our city to its residents and visitors.

I heartily and without hesitation recommend Perry's Palm Springs for approval in its applications,

CUP-2023-0022 and PCN-2023-0006.

Best regards,
Arthur Cohen
Item 1I - Page 36

CITY COUNCIL STAFF REPORT
09/26/2023
SUBJECT:

A REQUEST BY STEVE RAWLINGS, ON BEHALF OF APRO, LLC, FOR A

RESOLUTION OF PUBLIC CONVENIENCE OR NECESSITY (PCN) TO PERMIT A LIQUOR LICENSE WITHIN CENSUS TRACT 0445.24 TO ALLOW THE SALE OF

SPIRITS, WINE, AND BEER FOR OFF-SITE CONSUMPTION AT AN EXISTING CONVENIENCE STORE/GAS STATION LOCATED AT 19995 NORTH INDIAN CANYON DRIVE (APN: 666-330-039), ZONE HC, (CASE PCN-2023-0005) RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, DETERMINING THAT PUBLIC CONVENIENCE OR NECESSITY WOULD BE SERVED BY THE ISSUANCE OF A TYPE 21 (OFF-SALE GENERAL) ALCOHOLIC BEVERAGE CONTROL LICENSE FOR THE CONVENIENCE STORE LOCATED AT 19995 NORTH INDIAN CANYON DRIVE WITHIN CENSUS TRACT NO. 0445.24.”
Attachments
Item 1J

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 26, 2023 CONSENT CALENDAR

SUBJECT: A REQUEST BY STEVE RAWLINGS, ON BEHALF OF APRO, LLC, FOR

A RESOLUTION OF PUBLIC CONVENIENCE OR NECESSITY (PCN) TO PERMIT A LIQUOR LICENSE WITHIN CENS US TRACT 0445.24 TO

ALLOW THE SALE OF SPIRITS, WINE, AND BEER FOR OFF -SITE

CONSUMPTION AT AN EXISTING CONVENIENCE STORE/GAS
STATION LOCATED AT 1 9995 NORTH INDIAN CANYON DRIVE (APN:
666-330-039), ZONE HC, (CASE PCN-2023-0005)

FROM: Scott C. Stiles, City Manager

BY: Department of Planning Services

SUMMARY:

The applicant has initiated the application process for a California Department of Alcoholic Beverage Control (ABC) Type 21 ( Off-Sale General) liquor license for an existing convenience store/gas station. The subject property is located within a Census tract which is identified by the ABC as an area of undue concentration of liquor licenses. The applicant is therefore requesting the City Council to make a determination of public convenience or necessity for the sale of spirits, beer, and wine in conjunction with the operation of the store. The site already sells beer and wine. On September 13, 2023, the Planning Commission granted an amendment to Conditional Use Permit 2023- 0016 to allow the sale of spirits, in addition to wine and beer, for off-site consumption.

RECOMMENDATION:

1) Adopt Resolution No. _____, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, DETERMINING THAT PUBLIC

CONVENIENCE OR NECESSITY WOULD BE SERVED BY THE ISSUANCE OF A TYPE 21 (OFF -SALE GENERAL) ALCOHOLIC BEVERAGE CONTROL LICENSE FOR THE CONVENIENCE STORE LOCATED AT 19995 NORTH INDIAN CANYON DRIVE WITHIN CENSUS TRACT NO. 0445.24.”

BUSINESS PRINCIPAL DISCLOSURE:

The applicant has filed a Public Integrity Disclosure. A copy of the form is included as an attachment to this report.

Item 1J - Page 1
City Council Staff Report
September 26, 2023 -- Page 2
PCN-2023-0005

BACKGROUND:

The subject property is approximately 27,000- square feet in size and is located on the northwest corner of North Indian Canyon Drive and 20 th Avenue, just north of the I -10 freeway. There is an existing, single-story building on the project site that is utilized as a convenience store and a six -pump gas station with overhead canopy and adequate parking. The surrounding properties, excluding the vacant property to the south, are fully developed with City streets, curbs, gutters and sidewalks. Access into the site is from North Indian Canyon Drive and 20
th Avenue. At this time, improvements to the building
will be limited to the interior of the building.

STAFF ANALYSIS:

The project site is located within Census tract number 0 445.24, which is generally identified as an area located on the on the north side of Palm Springs. According to the ABC, one (1) Type 21 liquor license would be allowed in this Census tract area. Currently, there are seven (7) type 21 licensees that already exist (Attachment D ). Hence, the applicant is requesting a determination of public convenience or necessity from the City Council to allow ABC to issue a new liquor license for the sale of spirits, beer, and wine which is proposed to take place in conjunction with the operation of the specialty food store, notwithstanding the undue concentration in the Census tract. The issuance of the new liquor license will not increase the number of licenses in the census tract.

Census Tract 445.24

Per the California Department of Alcoholic Beverage Control website, below is a list of the existing Type 20 licenses within the tract:

1. Palm Gas Mart, 22755 Palm Drive

2. Chevron, 6600 N. Indian Canyon Drive

3. United Oil, 19995 N. Indian Canyon Drive
Item 1J - Page 2
Hight
Sprin
Census Tract 445.24, Riverside,
CA
Census Tract in:_i~. Riverside County.~ California, United States 2,204 48.5 squar e miles
Population 45.5 people per square mil e
Census data: ACS 2021 5•year unless noted
.~--- --,,;;,;;"'11&"'-------------------- ~WhHewater
Cabazon
Desert I-jot
Springs
f
City Council Staff Report
September 26, 2023 -- Page 3
PCN-2023-0005

4. Arco AMPM, 20000 N. Indian Canyon Drive

5. Pilot Store, 6605 N. Indian Canyon Drive

6. Expressway Gas & Market, 1701 Palm Drive

7. North End Liquor & Market, 19345 N. Indian Canyon Drive

The California Department of Alcoholic Beverage Control (ABC) requires a Type 21 (Off- Sale General ) liquor license for the proposed spir its, beer, and wine sales at the convenience store, as well as a determination of Public Convenience or Necessity (PCN) due to undue concentration of liquor licenses within the Census tract in which the site is located. The ABC identifies the Type 21 liquor license as follows:

“(Package Store) Authorizes the sale of beer, wine and distilled spirits for consumption off the premises where sold. Minors are allowed on the premises.”

Section 23958 of the State of California Business and Professions Code states that the California Department of Alcoholic Beverage Control (ABC) is required to “… deny an application for a license if issuance of that license would tend to create a law enforcement problem, or if issuance would result in or add to an undue concentration of licenses, except as provided in Section 23958.4.” Section 23958.4(a)(3) of the Code defines undue concentration as follows:

“As to off- sale retail license applications, the ratio of off -sale retail licenses to population in the census tract or census division in which the applicant premises are located exceeds the ratio of off -sale retail licenses to population in the county in which the applicant premises are located.”

The Section further states that a license may nevertheless be issued in an area of undue concentration when “… the local governing body of the area in which the applicant premises are located, or its designated subordinate officer or body, determines within 90 days of notification of a completed application that public convenience or necessity would be served by the issuance...” (State of California Business and Professions Code, Section 23958.4(b)(2).

For the following reasons, Staff has determined that the Project would serve the Public Convenience or Necessity: T he proposed activity takes place within an existing convenience store with ancillary gas station. Replacing the Type 20 with a Type 21, to include the sale of distilled spirits will add convenience to patrons of this business and will not increase the total number of licenses in the area.

FISCAL IMPACT
:

None.

Item 1J - Page 3
City Council Staff Report
September 26, 2023 -- Page 4
PCN-2023-0005

REVIEWED BY:

Department Director: Christopher Hadwin
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. 500-Foot Vicinity Map
B. Draft Resolution
C. Justification Letter
D. ABC Liquor License Application Form
E. Public Integrity Disclosure Form
F. Census Tract Map No. 445.24
G. Plans
Item 1J - Page 4

ATTACHMENT A
Item 1J - Page 5

Department of Planning Services
Vicinity Map

CITY OF PALM SPRINGS
19995 N. Indian Canyon Drive

Item 1J - Page 6
--
Legend
~ Site
c:::J 500-Ft Radius
Parcels '---......_
--------J------- ~
•
N
W E
s
15 z
0 z
-pr.#'J f, 8
z s
0 3::
z
MO
MO

ATTACHMENT B
Item 1J - Page 7
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, DETERMINING THAT

PUBLIC CONVENIENCE OR NECESSITY WOULD BE
SERVED BY THE ISSUANCE OF A TYPE 21 (OFF -SALE

GENERAL) ALCOHOLIC BEVERAGE CONTROL LICENSE
FOR CONVENIENCE STORE LOCATED AT 19995 NORTH
INDIAN CANYON DRIVE WITHIN CENSUS TRACT NO.
0445.24.

WHEREAS, APRO, LLC has initiated the application process f or a California Department of Alcoholic Beverage Control (ABC) Type 21 (Off-Sale General) license to sell spirits, beer, and wine at 19995 North Indian Canyon Drive, Census Tract No. 445.24, Zone HC, APN: 666-330-039; and

WHEREAS, The California Department of Alcoholic Beverage Control (ABC) has determined that there is seven (7) existing Type 21 license within Census Tract No. 445.24, while only one (1) alcohol license would be allowed based on off -sale retail licenses to population in the County in which the applicant’s premise is located; and

WHEREAS, The California Department of Alcoholic Beverage Control (ABC) has determined that is the addition of the requested license would cause an “undue concentration” of alcohol-related licenses in the Census Tract No. 445.24; and

WHEREAS, Pursuant to Section 23958.4(b)(2) of the State of California Business and Professions Code, the City Council may determine the public convenience or necessity would be served by the issuance of the requested license within an area of undue concentration.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1.

T hat the foregoing Recitals are true and correct and are incorporated herein by this reference.

SECTION 2.

That the public convenience or necessity would be served by the issuance of a Type 21 (Off-Sale General) alcoholic beverage license for the sale of spirits, beer, and wine at Rocket Convenience store located at 19995 North Indian Canyon Drive, Census Tract No. 445.24.

ADOPTED THIS 26TH DAY OF SEPTEMBER 2023.

SCOTT C. STILES

CITY MANAGER

Item 1J - Page 8
Resolution No. _____

Page 2 ends

ATTEST:

BRENDA PREE, MMC

CITY CLERK

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

BRENDA PREE, MMC

CITY CLERK
Item 1J - Page 9

ATTACHMENT C
Item 1J - Page 10
Justification Letter
United Pacific
19995 N Indian Canyon Dr
March 9, 2023
United Pacific is applying for a Finding of Public Convenience or Necessity to allow the sales of beer, wine, and distilled spirits for off-site consumption (ABC Type 21 License) at an existing convenience store that currently sells beer and wine. The sale of beer, wine, and distilled spirits is an added convenience for customers who do not want to make another stop to purchase these items. The option to purchase beer, wine, and distilled spirits has become an expected amenity at convenience stores.

United Pacific is open 24 hours daily, with alcohol sales from 6 am – 2 am daily. The sale of beer, wine, and distilled spirits will be in compliance with all applicable ABC regulations for the concurrent sale of fuel and alcoholic beverages.

The convenience store is located in an overconcentrated census tract. Census tract 0445.24 allows for 1 off-sale license and 7 already exist. As a result of this overconcentration, ABC requires the City to make a Finding of Public Convenience or Necessity before they will issue the Type 21 License.

The following supports a determination that the issuance of an ABC Type 21 License at this convenience store will serve the public convenience.

1. United Pacific has policies and procedures in place for the safe sale of alcoholic beverages.

United Pacific will continue to follow the procedures they currently have in place, as they have responsibly sold beer and wine since 2016. These policies will ensure that the sale of beer, wine, and distilled spirits will not contribute to crime or be detrimental to the public. United Pacific’s procedures include:
• ABC approved responsible alcohol sales training program for all employees engaged in the sale of alcohol.
• Point of sale system requires cashier to verify age before alcohol is sold. • Interior and exterior security cameras.

2. The sale of beer, wine, and distilled spirits will be a public convenience and will not be detrimental to the community.

The sale of beer, wine, and distilled spirits will not be detrimental to the community. United Pacific has sold beer and wine for 7 years and has not negatively impacted the community, so there is no reason to believe that the addition of distilled spirits will impact the general welfare of the community.

Item 1J - Page 11
The addition of distilled spirit sales will be an added convenience for the public. Customers will be able to purchase fuel, various convenience items, as well as beer, wine, and distilled spirits all in one place without having to make multiple stops.

Moreover, the sale of beer, wine, and distilled spirits will only comprise of a small percentage of sales. Alcohol sales will be ancillary to the sale of fuel and other convenience items sold at the store but is still an expected amenity for customers.

3. Concurrent sale of fuel and alcoholic beverages.

The sale of beer, wine, and distilled spirits will be in compliance with ABC regulations. These regulations include the following:
• No beer or wine shall be displayed within five feet of the cash register or the front door unless it is in a permanently affixed cooler.
• No advertisement of alcoholic beverages shall be displayed at motor fuel islands. • No sale of alcoholic beverages shall be made from a drive-in window. • No display or sale of beer or wine shall be made from an ice tub. • No beer or wine advertising shall be located on motor fuel islands and no self-illuminated advertising for beer or wine shall be located on buildings or windows. • Employees on duty between the hours of 10 pm and 2 am who sell alcohol shall be at least 21 years of age.

Item 1J - Page 12

ATTACHMENT D
Item 1J - Page 13
Item 1J - Page 14
Department of Alcoholic Beverage Control

INFORMATION AND INSTRUCTIONS -
SECTION 23958.4 B&P
State of California
Gavin Newsom, Governor
Instructions This form is to be used for all applications for original issuance or premises to premises transfer of licenses. , Part I is to be completed by an ABC employee, given to applicant with pre-application package, with copy retained in holding file or applicant's district fi le.

Part 2 is to be completed by the applicant, and returned to ABC.

Part 3 is to be completed by the local governing body or its designated subordinate offi cer or body, and returned to ABC.

PART 1 - TO BE COMPLETED BY ABC

1. APPLICANT'S NAME ----------------------

APRO LLC

2. PREMISES ADDRESS (Street number and name, ci1y. zip code) 19995 N INDIAN CANYON DR., PALM SPRINGS , CA 92262

4. TYPE OF BUSINESS
Full Service Restaurant
Deli or Specialty Restaurant
Cafe/Coffee Shop
Bed & Breakfast:

Wine only All
Hofbrau/Cafeteria
Comedy Club
Brew Pub
Theater
Cocktail Lounge
Night Club
Tavern: Beer
Tavern: Beer & Wine
Service Station
Convenience Market

3. LICENSE TYPE
21 Private Club
Veterans Club
Fraternal Club
Wine Tasting Room
Swap Meet/Flea Market
Drive-in Dairy
Supermarket
Liquor Store
DrugNariety Store
Other - describe:

Membership Store
Department Store
Florist/Gift Shop X Convenience Market w/Gasoline

5. COUNTY POPULATION

8. CENSUS TRACT NUMBER

6. TOTAL NUMBER OF LICENSES IN COUNTY
On-Sale

9. NO. OF LICENSES ALLOW ED IN CENSUS TRACT
Off-Sale

7. RATIO OF LICENSES TO POPULAT ION IN COUNTY
On-Sale

10. NO. OF LICENSES EXISTING IN CENSUS TRAC T
Off-Sale
445.24 On-Sale X Off-Sale 7 On-Sale X Off-Sale
11 .:_JS THE ABOVE CENSUS TRACT OVERCONCENTRA TEO WITH LICENSES? (i.e., does the ratio of licenses to population in the census tract exceed the ratio of licenses to population for the entire county?) X Yes, the number of existing licenses exceeds the number allowed No, the number of existing licenses is lower than the number allowed

12. DOES LAW ENFORCEMENT AG ENCY MAINTAIN CRIME STATISTICS? Yes (Go to Item #13) No (Go to Item #20)

13. CRIME REPORT ING DISTRICT NUMBER 14. TOTAL NUMBER OF REPORTING DISTRICTS 15. TOTAL NUMBER OF OFFE NSES IN ALL REPORTING DISTRICTS

16. AVERAGE NO. OF OFFENSES PER DISTRICT 17. 120% OF AVERAGE NUMBER OF OFFENSES 18. TOTAL NUMBER OF OF FENSES IN REPORTING DISTRICT

19. IS THE PREMISES LOCATED IN A H IGH CRIME REPORTING DISTR ICT? (i.e .. has a 20% greater number of reported crimes than the average number of reported crimes as determ ined from all crime reporting districts within the jurisdiction of the local law enforcement agency) Yes, the total number of offenses in the reporting district equals or exceeds the total number in item #1 7 No, the total number of offenses in the reporting district is lower than the total number in item #17

20. CHECK THE BOX THAT APPLIES (check only one box)
a. If "No" is checked in both item #11 and item #19, Section 23958.4 B&P does not apply to this application, and no additional information will be needed - on this issue. Advise the applicant to bring this completed form to ABC when filing the application. b. If" Yes" is checked in either item #11 Q[ item #19, and the applicant is applying for a non-retail license, a retail bona fide public eating place license, a retail license issued for a hotel, motel or other lodging establishme nt as defined in Section 25503. 16(b) B&P, or a retail license issued in conjuction with a beer manufacturer's license, or winegrower's license, advise the applicant to complete Section 2 and bring the completed form to ABC when filing the application or as soon as possible thereafter .

X c. If "Yes" is checked in either item #11 Q[ item #19, and the applicant is applying for an off-sale beer and wine license , an off-sale genera l license, an on sale beer license, an on-sale beer and wine (public premises) license, or an on-sale general (public premises) license, advise the applicant to take this form to the local governing body. or its designated subordinate officer or body to have them complete Section 3. The completed form will need to be provided to ABC in order to process the application.

Governing Body/Designated Subordina te Name:

FOR DEPARTMENT USE ONLY - -
PREPARED BY (Name of Department Employee )

MARICELA MATA
ABC-245 (rev. 01-11)
Item 1J - Page 15
PART 2 · TOBE COMPLETED BY THE AP_!"LICANT (If box #20b is checked)

21. Based on the informat ion on the reverse, the Department may approve your application if you can show that public convenience or necessity would be served by the issuance of the license . Please describe below the reasons why issuance of another license is justified in this area. You may attach a separate sheet or additional documention, if desired. Do not proceed to Part 3.

22. APPLICANT SIGNATURE 23. DATE SIGNED
PART 3 ·TOBE COMPLETED BY LOCAL OFFICIALS (If box #20c is checked) The applicant named on the reverse is applying for a license to sell alcoholic beverages at a premises where undue concentration exists (i.e ., an over-concentration of licenses and/or a tiigtier than average crime rate as defined in Section 23958.4 of the Business and Profess ions Code). Sections 23958 and 23958.4 of the Business and Professions Code requires the Department to deny the application unless the local governing body of the area in which the applicant premises are located , or its designated subordinate officer or body, determines within 90 days of notification of a completed application that public convenience or necessity would be served by the issuance.

24. WILL PUBLIC CONVENIENCE OR NECESSITY BE SERVED BY ISSUANCE OF THIS ALCOHOLIC BEVERAGE LICENSE? Yes No See Attached (i.e., letter, resolution, etc.}

25. ADDITIONAL COMMENTS , IF DESIRED (may include reasons for approval or denial of public convenience or necessity):

26. CITY/COUNTY OFFICIAL NAME 27. CITY/COUNTY OFFICIAL TITLE 28. CITY/COUNTY OFFICIAL PHONE NUMBER

29. CITY/COUNTY OFFICIAL SIGNATURE 30. DATE SIGNED
ABC-245 REVERS E (rev. 01 -11)
Item 1J - Page 16

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
Apro, LLC

2. Address of Entity (Principle Place of Business)
4130 Cover St, Long Beach, CA 90808

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

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

5. Type of Entity
O Corporation [!] Limited Liability Company O Partnership O Trust O other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) No e: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Joseph Juliano, President and CEO [!] Officer O Director O Member O Manager [name]
O General Partner O Limited Partner
Other
see attached list of Officers for Apro, LLC [!] Officer O Director O Member O Manager (Revised 05/16/19)
[name]
O General Partner O Limited Partner
Other
[!] Officer O Director O Member O Manager
[name]
O General Partner O Limited Partner
other

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

Item 1J - Page 17

7. Owners/Investors witfi 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.

CF United LLC 100%, Managing Member for Apro, LLC
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entitvl
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of 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 entitv]

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 !\lame, Title Date Joseph Juliano, President & CEO, 09/18/2023

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
(Revised 05/16/19)

CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

City of Palm Springs Public Integrity Disclosure

Apro, LLC
Officers:

Joseph Juliano, President and Chief Executive Officer
Cori Cardwell, Chief Legal Officer
Al Beaudette, Chief Development Officer
Marv Toland, Chief Financial Officer

Ownership:

CF United, LLC, Managing Member, 100% ownership of Apro, LLC

CF United, LLC
Ownership:

CF United Trust, Managing Member, 100% ownership

CF United Trust
Joshua Pack, Sole Trustee of CF United Trust
Item 1J - Page 18

ATTACHMENT F
Item 1J - Page 19

Department of Planning Services
Census Tract 445.24

CITY OF PALM SPRINGS
19995 N. Indian Canyon Drive

Item 1J - Page 20
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----------- and to.Snow----- .

North Palm
Springs
Nat onal Monument
M £Sien Lakes BIY<l
Desert Hot
Springs
DosPalmas
Co 11<?1"
MlracleH ll
19995 North Indian Canyon Drive, North Palm
Springs , California 92262, United States

OLO LAS
PALMAS
Palm Springs
i ER.:in
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W E .
.
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s

ATTACHMENT G
Item 1J - Page 21
Fron
5699_ N PALM SPRINGS
3ft
Hostess/B
imbo
3ft
Nutrition
Bars
6ft
Cookie
Cracker
Beef Jerky
9ft
Candy/
Gum/
Mint
3ft Peg
Candy
Flex
Rack
3ft
HBC
Rotating
DAS
Shippers
Front
Counter
Liquor
Takis Rack
Frito Rack
3ft
Grocery
3ft Non
Grocery
3ft Auto
3ft
Nuts
3ft
Seeds
3ft
Other
Chips
9ft
Salty
Frito TH
Hats
6 ft
liquor
inline
OFFICE
FCBFTNJavoDELI
2 WATER
14 DOOR COOLER
5 BEER
2 SODA
2 ENERGY
1 TEA
1 ISO
1 JUICE
REST
ROOM
REST
ROOM
ATM
ICE
ICE
CREAM
DAS
RG
AMBIENT WATER DISPLAYS
BULK BEEF
JERKY
PHONE

ACCESSORIES
DONUTS
FRONT
DOOR
FRUIT
RACK

POS POS
UCGIFT
CARDS

COFFEECREAMISERCAPP

COOKIES
MICRO
WAVE
24"

WISCOCOND
8' CIG BACK BAR
BON
APPETITE RACK
LOTTO
2' MST
CT

CASHIER STATION
18'
Item 1J - Page 22

APN: 666‐330‐039
LOT SIZE :.61 ACRES (26,571.6 SF)
ZONING: HC
SECTION: POR 15, 22
TOWNSHIP: 3S
RANGE: 4E

PROPERTY OWNER
TSJ Palm Springs, LLC
Attn: Steve Rosetta
674 Via de la Valle, Suite 206
Solana Beach, CA 92075

VICINITY MAP
162.83'
135'
144.88'
221.87'
2,347 SF
Item 1J - Page 23

CONVENIENCE
STORE
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THE LAND ::lEFERRED TO HEREIN BELOW IS SITU/\ lEO IN THE CITY O? PALM SPRlJ',.GS, COUNTY OF RIVERSIDE, STATE OF CALlFORNIA, AND IS DESCRIBED AS FOLLOWS:

THAT l~JRTIO\! OF TH~ SOUTHFAST li4 OF Sf.CTION IS, TTJW'\ISHIP 1 'ifJl_ffH, HA'lriF. 4 EAST, ~AN HEf<NAl{IJJNO Ml::HUIAN, IN THI·'. CITY O' PALM :-lPKIN(iS, COUNTY OP RIVERSIDE.STATE OFCALJFORNIA. ACCORDrNG TO THE OFFICIAL PLATTHf.REOF, LY!NG SOUTii OP THE SOCTH LINE Of rARCEL NO. I AND EA5TERL Y OF THE EASTl!RL Y LINC OF PARCEL NO. 2 OF PARCEL ;v!"Af NO. l597S, J\S PER MAP RECORDED I~ BOOK 110, PAGE 40 or PARCEL MAP'S, AND NORTHERL y OF THE NO:lTHERL y LINE OF THE LAND CO:'IVEYED TO Tiffi STATE or CALIFORNIA DY DEED RCCORDCD OCTODl3R 7, 1955 AS INSTRUMENT NO. ll-49<l40FFICIALR£CORDS.

EXCEPT THE INTEREST CONVEYED TO THE COUNTY OF RIVERSIDE BY DEEDS RECORDED SEPTEMOFR 12, 1967 AS lNSTR.UMFNTNO. 7~887 AND RECOR:nr.n SPPTRMRl::R 19, 1985 AS '.NS'rKUM.tN r :-.io. ZI I '1.lfl., l:JUTH UF (JfffCIAL KECUitlJS. z
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02/01/2022
TP-1

CITY COUNCIL STAFF REPORT
09/26/2023
SUBJECT:

APPROVE THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT

AGREEMENT WITH COMMUNITY HOUSING OPPORTUNITIES CORPORATION FOR THE MONARCH PROJECT LOCATED AT 3290 N INDIAN CANYON DRIVE, A 60-UNIT AFFORDABLE HOUSING PROJECT IN THE CITY OF PALM SPRINGS RECOMMENDATION:

Approve a Third Amendment to the Disposition and Development Agreement with Monarch PS, LP to increase the loan amount by $2,200,000.

1. Authorize the City Manager to execute the Third Amendment to the Disposition and Development Agreement, and other necessary documents as needed.

2. Attachments
Item 1K

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 26, 2023 CONSENT CALENDAR

SUBJECT: APPROVE THIRD AMENDMENT TO DISPOSITION AND

DEVELOPMENT AGREEMENT WITH COMMUNITY HOUSING

OPPORTUNITIES CORPORATION FOR THE MONARCH PROJECT
LOCATED AT 3290 N INDIAN CANYON DRIVE, A 60-UNIT AFFORDABLE

HOUSING PROJECT IN THE CITY OF PALM SPRINGS

FROM: Scott C. Stiles, City Manager

BY: Community & Economic Development Department

SUMMARY:

At its July 24, 2023 meeting, the City Council approved increasing the City’s contribution to the Community Housing Opportunities Corporation (CHOC) project by $2,2 00,000.

The project is the Monarch Family Apartments, a 60-unit Affordable Housing project (Project), located at 3290 N Indian Canyon Drive (Site). The attached Third Amendment to the Disposition and Development Agreement (Attachment A) memorializes the terms of the increase in funding.

RECOMMENDATION:

1. Approve a Third Amendment to the Disposition and Development Agreement with Monarch PS, LP to increase the loan amount by $2,200,000.

2. Authorize the City Manager to execute the Third Amendment to the Disposition and Development Agreement, and other necessary documents as needed.

BUSINESS PRINCIPAL DISCLOSURE
:

Community Housing Opportunities Corporation is a non- profit affordable housing organization that was founded in 1984. The following are the key Principals of the Corporation:

• Manuela Silva, Chief Executive Officer
• Keith Prewitt, Chief Operating Officer
• Peter Lundberg, Chief Financial Officer
• Vincent Nicholas, Vice-President Real Estate Development Item 1K - Page 1
• Joy Silver, Chief Strategy Officer
• Fabiola Ortiz, Vice-President of CHOC Energy
• Terri Smyth, Vice-President Community Impact
• Jame s Mowdy, Director of Corporate Communications

CHOC completed the City’s Public Integrity Disclosure Form, attached to this report as Attachment B.

BACKGROUND:

On February 6, 2019, the City Council approved the Disposition and Development Agreement (DDA) for the Project. The DDA was executed on April 4, 2019.

On May 25, 2021, the parties entered into the First Amendment to extend the Outside Closing Date by one year to June 1, 2022.

Later in 2021, the Second Amendment was executed to extend the term until December 31, 2024, and amend Milestone number 11 to have Completion of the Project and Issuance of Certificate of Occupancy to be 30 months after Construct ion Commencement.

On October 29, 2021, Monarch PS, LP accepted and assumed CHOC’s assignment of rights and obligations under the DDA through execution of an Assi gnment and Assumption Agreement.

STAFF ANALYSIS:

The Project has incurred an increase in development costs of $7,059,000 as indicated in Developer’s June 29, 2023, letter requesting additional funds. This includes hard costs in the amount of $4,325,000 and soft costs in the amount of $2,734,000. Despite having secured an additional $4,201,129 in funding commitments, including two supplemental bond increases, Developer advised that there was still a funding gap of $2,857,871, which Developer requested from the City of Palm Springs. The City has committed to $2,200,000 and assisting Developer with securing $700,000 from Riverside County to get to the $2,900,000 dollar amount needed. The July 24, 2023, staff report which provides details of the Project cost increases is included as Attachment C.

On July 24, 2023, the City Council approved a Funding Commitment Letter to increase the City’s contribution to the Project by $2,200,000. The City had previously agreed to provide the following assistance:

Land Contribution $ 840,000
Residual Receipts Loan 1,800,000
Total $ 2,640,000

Item 1K - Page 2
The proposed action increases the total project assistance to $4,840,000.

The Project will include 28 one- bedroom units, 16 two- bedroom units, and 16 three- bedroom units. The Project will be subject to regulatory agreements that limit the amount of rent the Developer may charge tenants. The rents must be affordable to Extremely Low-Income households, and to Low -Income households – those ranging from 30% of the Area Median Income (AMI) to 60% AMI. Household incomes must be certified and documented.

The Site was identified in the Housing Element as contributing towards meeting the City’s upcoming 6th Cycle Regional Housing Needs Allocation (RHNA) requirements.

Completion of the Project will provide 24 of the City’s 545- unit Very Low -Income Household Unit production goal (0- 50% AMI); and 35 of the City’s 408- unit Low-Income Household unit production goal (50-80% AMI).

ENVIRONMENTAL ASSESSMENT
:

Pursuant to Senate Bill 35 (SB35), the requested City Council action is exempt from the California Environmental Quality Act (CEQA). Additionally, the P roject is exempt from CEQA as an affordable housing project that meets criteria found in Sections 15192 and15194 of the CEQA Guidelines.

ALIGNMENT WITH STRATEGIC PLANNING:

This action would further Strategy 1C, Quality of Life, Expand Affordable Housing, Pursue new affordable housing.

FISCAL IMPACT
:

Approval of this item would appropriate $ 2,200,000 from Housing Set -aside resources in the Fiscal Year 2023 Budget and allocate this amount for the Monarch Project, increasing the amount of the current DDA from $2,640,000 to $4,840,000.

REVIEWED BY:

Department Director: Jay Virata
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Third Amendment to the Disposition and Development Agreement B. Disclosure Form
C. June 29, 2023, Staff Report
Item 1K - Page 3

ATTACHMENT A

THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT Item 1K - Page 4

THIRD AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMENT

between

THE CITY OF PALM SPRINGS
a California charter city and municipal corporation

and

MONARCH PS, L.P.,
a California limited partnership

Item 1K - Page 5

THIRD AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMENT
(Monarch)

THIS THIRD AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (“Third Amendment”) is dated as of _________, 2023 for reference purposes only, and is entered into by and between the City of Palm Springs, a California charter city municipal corporation (“City”) and Monarch PS , L.P., a California limited partnership (“Developer”) (collectively, the “Parties,” and each a “Party”). The Parties enter into this Third Amendment with reference to the following recited facts (collectively, the “Recitals,” and each a “Recital”):

RECITALS

1. The City and Community Housing Opportunities Corporation, a California nonprofit public benef it corporation (“CHOC”), entered into that certain Disposition and Development Agreement dated April 4, 2019 (“Original DDA”) by which the City agreed to sell real property (APN 501-031-028) (the “Site”) and extend a loan to Developer for Site acquisition and construction and permanent financing for the Project (as defined below) , subject to the terms and conditions in the agreement.

2. The Parties entered into that certain First Amendment to Disposition and Development Agreement (the “First Amendment”), which (i) extended the Outside Closing Date to June 1, 2022; and (ii) amended section 7.3 of the agreement to allow the City to unilaterally terminate the a greement “for any reason or no reason upon provision of a written notice to Developer not less than 60 days prior to Completion of Construction” (the “Termination by City Provision”).

3. The Original DDA was further amended by that certain Second Amendment to the Disposition and Development Agreement between City and CHOC dated ___ ______, 2021 (“Second Amendment”), which (i) extended the Term of the Original DDA to December 31, 2024, (ii) reverted the Termination by City Provision (section 7.3) to the Original DDA language such that City may terminate the agreement only on or before the Outside Closing Date provided a listed event occurs, (iii) and amended Milestone No. 11 in Attachment 3 (Schedule of Performance) to read: “11. Completion of Pr oject and Issuance of Certificate of Occupancy: 30 months after Construction Commencement.” The Original DDA, First Amendment, and Second Amendment are collectively referred to herein as the “DDA”.

4. Developer accepted and assumed CHOC’ s assignment of righ ts and obligations under the DDA under that certain Assignment and Assumption Agreement between CHOC and Developer dated October 29, 2021.

5. On or about November 2, 2021, Developer acquired the Site from City.

6. The Project is a “low -rent housing project” wi thin the meaning of Section 1 of Article XXXIV of the California Constitution, as it will consist of sixty (60) rental units subject to a Regulatory Agreement (as defined below) between City and Developer that will restrict no more Item 1K - Page 6
than twenty-nine (29) of those units to households earning up to 60% of area median income.

Fifty-nine (59) of the total units will be restricted by a state regulatory agreement to households earning up to 60% of area median income with one unrestricted manager’s unit.

7. The Project is also subject to that certain Density Bonus Developer and Regulatory Agreement and Declaration of Restrictive Covenants ( Rental without Condominium Map ) (“Density Bonus Agreement”) between the City and CHOC dated October 18, 2021 and recorded as Document No. 2021-0648390 in the Official Records of the Riverside County Recorder’s Office (“Official Records ”). In exchange for an increased unit number, and wai vers to development standards under Palm Springs Municipal Code Section 93.23.17(H), the Density Bonus Agreement requires the Developer to construct three (3) affordable units (“Density Bonus Units”) for rental to Very Low Income Households (as defined the rein) and limits their maximum rent to thirty percent (30%) of fifty percent (50%) of Area Median Income adjusted for household size . The twenty-nine (29) units restricted by the Regulatory Agreement are inclusive of the Density Bonus Units pursuant to Health and Safety Code section 37001.5(e), and therefore do not violate Article XXXIV of the California Constitution, which would generally limit the City to regulating only 49% or less of the total number of units.

8. The Project is exempt from the California Environmental Quality Act (CEQA) as an affordable housing project that meets the criteria found in Sections 15192 and 15194 of the CEQA Guidelines. The City is the “responsible agency” under CEQA with respect to the Project.

9. Due to unforesee n changes in the economy causing increased Project costs, the Parties desire to amend the DDA and enter into this Third Amendment in order to increase the City Loan by $2,200,000 for increased construction costs.

NOW, THEREFORE, in consideration of the mut ual promises set forth in this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by City and Developer, the Parties agree as follows:

1. Incorporation of Recitals . The Recitals set forth above are true and correct and are incorporated into this Third Amendment by this reference.

2. Incorporation of Defined Terms . All terms, phrases and words indicated to be defined terms by initial capitalization in this Third Amendment that are not specifically de fined in this Third Amendment shall have the meaning ascribed to the same term, phrase, or word, respectively, in the DDA.

3. Definitions. The following definitions in Section 1.0 of the DDA are amended to read as follows:
“Agreement” shall mean this Disposition and Development Agreement between City and Developer, as may be amended.
“Developer” shall mean Monarch PS, L.P., a California limited partnership. “Grant Deed” shall mean the grant for the conveyance of the Site from City to Developer, dated September 30, 2021 and recorded November 2, 2021 as Document No. 2021-0648388 in the Official Records of the Office of the Riverside County Recorder.

Item 1K - Page 7

4. Loan Increase; Disbursements. Section 2.3 of the DDA is amended and restated to read as follows:

2.3 City Financing. City has agreed to provide and Developer has agreed to accept a loan from the City of Four Million Eight Hundred Forty Thousand Dollars ($4,840,000) (the "City Loan") to be used by Developer to undertake, predevelopment, development, acquisition, construction and operation of the Project. Prior to transfer of the Site from City to Developer and closing of a construction loan for the Project, the Cit y will advance the Predevelopment Component of the City Loan which will be in the total amount of Nine Hundred Thousand Dollars ($900,000), will not bear interest, will be a nonrecourse loan secured by assignment of the work product prepared with City Loan funds. If Developer does not proceed with the Project, the Predevelopment Component of the City Loan will be forgiven to the extent that Developer has expended or obligated funds for predevelopment expenses , and Developer provide reasonable evidence of the expenditure or obligation of predevelopment expenses and will transfer all of the work product prepared with City Loan funds to City. If Developer does not proceed to develop the Project, to the extent that Developer has received City Loan funds and has not expended or obligated those funds for predevelopment expenses, Developer shall pay those unexpended or unobligated funds to City concurrently with transfer to City of all work product prepared with City Loan funds. The form of City Loan documents applicable to the Predevelopment Component prior to transfer of the Site, including a Predevelopment, Construction and Permanent Loan Agreement (the "City Loan Agreement"), Predevelopment Component Note, and Assignment of Work Product are attached to this Agreement as Attachment 6. Upon Developer's receipt of a reservation of Tax Credits from CTCAC and written confirmation that Developer has received the County fee waivers referenced in Section 3.10.2(h) of this Agreement, City will disburse the Predevelopment Component of Nine Hundred Thousand Dollars ($900,000) of the City Loan to Developer to reimburse Developer's predevelopment expenses.

If Developer proceeds to develop the Project consistent with the Schedule of Performance, Developer shall execute the Development Note and the City will cancel the Note evidencing the Predevelopment Component of the City Loan . The Developm ent Note will include the Predevelopment Component of Nine Hundred Thousand Dollars ($900,000) in the Development Portion of the City loan as a construction and permanent loan to Developer in the amount of Four Million Eight Hundred Forty Thousand Dollars ($4,840,000) evidenced by a Note, secured by a City Deed of Trust, and subject to a City Regulatory Agreement, attached to this Agreement as Attachment 7. At the close of transfer of the Site from City to Developer and the closing of a construction loan from a Holder for the Project, City will disburse Four Hundred Fifty Thousand Dollars ($450,000) and the Purchase Price of Eight Hundred Forty Thousand Dollars ($840,000) shall be paid through execution of the Loan documents. The balance of Two Million Six Hundred Fifty Thousand Dollars ($2,650,000) in City Loan proceeds will be disbursed as follows: (a) Three Hundred Sixty Thousand Dollars ($360,000) at Fifty Percent (50%) completion of the Project improvements and Two Million Two Hundred Ninety Thousand Dollars ($2,290,000) following issuance of the Certificate of Occupancy, as defined in the City Loan Agreement, by City for the Project and Developer execution of the TCAC regulatory agreement. The Parties acknowledge that lenders of investors may require City to deposit the remaining Two Million Six Hundred Fifty Thousand Dollars ($2,650,000) with a lender or other third party to be held and disbursed when City's disbursement conditions are met. The terms of the City Loan will be as set forth in the City Item 1K - Page 8
Loan Agreement, and will be secured by the City Deed of Trust and subject to a City Regulatory Agreement recorded against the Site and both subordinate to the lien of loans of the Holders.

Changes to timing of the disbursements in this Section may be appro ved by the City Manager or his or her designee in accordance with Section 12.2.

5. Effect on Agreement. All terms and conditions of the DDA that are not modified by this Third Amendment shall remain unmodified, in full force and effect and binding on the Parties.

This Third Amendment shall be enforceable and interpreted in accordance with a subject to all of the terms, provisions, conditions, covenants and agreements set forth in the DDA, except as specifically and expressly modified in this Third Amendment. Any time the term “Agreement” is mentioned in the DDA, it shall mean the DDA as amended by this Third Amendment.

6. Conflict. In the event of a conflict between the terms an d conditions of this Third Amendment and the terms and conditions of the DDA, the terms and conditions of this First Amendment shall control.

7. Counterparts. This Third Amendment may be signed in counterparts (including facsimile or electronic counterparts), each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one agreement.

8. No Intended Third -Party Beneficiaries . None of the terms or provisions of this Third Amendment are intended to benefit any person or entity other than City or Developer.

9. Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Third Amendment, without application of conflicts or choice of laws principles.

10. Interpretation. The terms , provisions, conditions, covenants, restrictions and agreements contained in this Third Amendment shall not be construed in favor of or against any Party, but shall be construed as if each Party prepared this Third Amendment.

11. Entire Agreement. The DDA, as amended by this Third Amendment, represents the entire understanding between the Parties as to the subject matter of the DDA, as so amended.

[Signatures on following page]
Item 1K - Page 9

SIGNATURE PAGE

TO THE THIRD AMENDMENT TO THE

DISPOSITION AND DEVELOPMENT AGREEMENT
(Monarch)
IN WITNESS WHEREOF, the City and the Developer have executed this Third Amendment by and through the signatures of their duly authorized representative(s) set forth below:

CITY:

The City of Palm Springs, a California
charter city
By:

Scott C. Stiles, City Manager

Date: __________________

Attest:

By:

Brenda Pree, MMC, CERA, City Clerk
DEVELOPER:

MONARCH PS LP,
a California limited partnership

By: SCHOC I LLC,
a California limited liability company,
its general partner

By: Community Housing Opportunities
Corporation,
a California nonprofit public benefit corporation,
its sole member and manager

By: ______________________________
Peter Lundberg
Chief Financial Officer

APPROVED AS TO FORM:

By:

Jeffrey S. Ballinger, City Attorney

Item 1K - Page 10

ATTACHMENT B

DISCLOSURE FORM
Item 1K - Page 11
Item 1K - Page 12

1. Name
of
Entity
PUBLIC

INTEGRITY

DISCLOSURE

APPLICANT

DISCLOSURE
FORM
Community
Housing
Opportunities
Corporation
-a
California
501
(c)
(3)

2. Address
of
Entity
(Principle
Place
of
Business)
5030
Business
Center
Drive,
Suite
260
Fairfield
CA
94534

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

4. State
where
Entity
is
Registered
with
Secretary
of
State
California
-SOS
1240665
If
other
than
California,
is
the
Entity
also
reaistered
in
California?
n
Yes
n
No

5. Type
of
Entity

Corporation
D
Limited
Liability
Company
D
Partnership
D
Trust
D
Other
(please
specify)

6. Officers,
Directors,
Members,
Managers,
Trustees,
Other
Fiduciaries
(please
specify)
Note:

If
any
response
is
not
a
natural
person,
please
identify
all
officers,
directors,
members,
managers
and
other
fiduciaries
for
the
member,
manager,
trust
or
other
entity
__
s_e_e
_at_ta_ch_e_d
______________
D
Officer
D
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner

Other
____________
_
___________________
D
Officer
D
Director
D
Member
D
Manager
[name]
D
General
Partner
D
Limited
Partner
D
Other
____________
_
___________________
D
Officer
D
Director
D
Member
D
Manager
[name]
(Revised
09 13
18)
D
General
Partner
D
Limited
Partner

Other
____________
_
CITY
OF
PALM

SPRINGS
-
PUBLIC

INTEGRITY

DISCLOSURE

APPLICANT

DISCLOSURE
FORM
Page
1 of
2 Item 1K - Page 13

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

EXAMPLE JANE
DOE
50%1
ABC
COMPANY1
Inc.
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
A.

NA
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
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.
(Revised
09 13.18)
Date
CITY
OF
PALM

SPRINGS
-
PUBLIC

INTEGRITY

DISCLOSURE
FORM

APPLICANT

DISCLOSURE
FORM
Page
2 of
2 Item 1K - Page 14
Community
Housing
Opportunities
Corporation
Board
of
Directors
Stephen
Woolery
Chair
+Affiliation:

Nonprofit
Collective
Roots
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2010-2019
Charles
Rabamad
Director Affiliation:

State
of
California
Divison
of
Flood
Management
Project
Manager
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2008-2020
Public
Employee
Teresa
Courtemanche Director
+Affiliation:

Nonprofit
Matt
Garcia
Foundation
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2014-2020
2019
Ortensia
Lopez
Vice
Chair
+Affiliation:

Nonprofit
El
Concilio
of
San
Mateo
County
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2010-2019
Doyle
Wiseman
Director Affiliation:

The
Wiseman
Company
CEO
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2014-2020
Hector
A.

Fernandez
Secretary/Treasurer
Affiliation:

Fernandez
Government
Solutions
Consultant
&
Legislative
Advocate
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2007-2019
Rahn
Carmichael Director Affiliation:

Retired
Police
Lieutenant
from
Richmond
Police
Dept.
5030
Business
Center
Dr.

Ste
260
Fairfield,
CA
94534
ph:
(707)759-6043
fax:
(707)759-6053
Term:
2014-2020
+
Meets
CHOO
Requirements
for
low-income
representative

ATTACHMENT C

JUNE 29, 2023 STAFF REPORT
Item 1K - Page 15

CITY COUNCIL STAFF REPORT

DATE: JULY 24, 2023 BUSINESS & LEGISLATIVE

SUBJECT: APPROVE ADDITIONAL FUNDING IN THE AMOUNT OF $2,200,000 FOR

DEVELOPMENT AND CONSTRUCTION OF THE MONARCH PROJECT
LOCATED AT 3290 N INDIAN CANYON DR , A 60 -UNIT MULTI-FAMILY

PROJECT IN THE CITY OF PALM SPRINGS

FROM: Scott C. Stiles, City Manager

BY: Community & Economic Development Department

SUMMARY:

Community Housing Opportunities Corporation (Developer), Developer of the Monarch Apartment Homes 60-unit Affordable Housing Project (Project), located at 3290 N Indian Canyon Drive, is requesting additional construction funding in the amount of $2,857,871 (Attachment A). Developer has pursued and secured funding commitments from several sources that now total $36,122,197. Unfortunately, the Project costs have increased to $39,119,796 and thus a funding gap remains. The Project is intended to house families in need of affordable housing.

RECOMMENDATION:

1. Appropriate funds in the amount of $2,200,000 from Housing Set-aside resources in the Fiscal Year 2024 Budget.

2. Approve a Funding Commitment in the amount of $2,200,000 for the Community Housing Opportunities Corporation for the Monarch Apartment Homes Project, subject to terms and conditions of the Disposition and Development Agreement; and

3. Authorize the City Manager to execute a Funding Commitment Letter for the Monarch Apartment Homes Project , including making minor, non- substantive changes, and to sign all documents necessary.

BUSINESS PRINCIPAL DISCLOSURE
:

Community Housing Opportunities Corporation is a non- profit affordable housing organization that was founded in 1984. The following are the key Principals of the Item 1K - Page 16
Corporation:
• Manuela Silva, Chief Executive Officer
• Keith Prewitt, Chief Operating Officer
• Peter Lundberg, Chief Financial Officer
• Vincent Nicholas, Vice-President Real Estate Development • Joy Silver, Chief Strategy Officer
• Fabiola Ortiz, Vice-President of CHOC Energy
• Terri Smyth, Vice-President Community Impact
• James Mowdy, Director of Corporate Communications
CHOC completed the City’s Public Integrity Disclosure Form, attached to this report as Attachment B
BACKGROUND:

On February
6, 2019 , the City Council approved the Disposition and Development Agreement (DDA) for the Project. The DDA was executed on April 4, 2019.

The Project will be subject to regulatory agreements that limit the amount of rent the Developer may charge tenants. The rents must be affordable to Extremely Low -Income households, and to Low -Income households – those ranging from 30% of the Area Median Income (AMI) to 60% AMI. H ousehold incomes must be certified and documented.

Accordingly, the Developer will restrict rents for 59 of the 60 units with the anticipated distribution of:
# Units % AMI 1 person 2 people 3 people 4 people 5 people 6 people 12 units 30% AMI $19,600 $22,400 $25,200 $30,000 $35,140 $40,280 12 units 50% AMI $32,650 $37,300 $41,950 $46,600 $50,350 $54,100 35 units 60% AMI $39,180 $44,760 $50,340 $55,920 $60,420 $64,920 1 unit Manager
The Project will include 28 one- bedroom units, 16 two- bedroom units, and 16 three- bedroom units.

The Project site was identified in the Housing Element as contributing towards meeting the City’s upcoming 6th Cycle Regional Housing Needs Allocation (RHNA) requirements.

Item 1K - Page 17
Other amenities include a community building; park (Monarch Park); shaded grove (trees and benches); tree-lined central drive; water play area for children; dog park; BBQ grills; and environmentally sensitive landscaping. The Project includes parking for 72 vehicles, five of which are designated handicapped stalls. All units will have patios and balconies with access to the community building with computer classroom, rental office, and a community lounge adjacent to a kitchen for community group functions. A laundry room is also centrally located in the community building.

The Project will be constructed with sustainable construction methods and building materials. This includes use of e nergy efficient appliances; carport roof solar panels; water efficient plumbing fixtures; and drought tolerant landscaping. Furthermore, an Electric Vehicle Charging Station will be included which will assist in reducing the project’s overall carbon footprint.

STAFF ANALYSIS:

In accordance with the DDA, the City has provided the following assistance to the Project.

Land Contribution $ 840,000
Residual Receipts Loan 1,800,000
Total $ 2,640,000

Unfortunately, the Project incurred an increase in development costs of $7 ,059,000 as indicated in Developer’s June 29, 2023, letter requesting additional funds ( Attachment A). This includes hard costs in the amount of $4,325,000 and soft costs in the amount of $2,734,000.

Despite having secured an additional $4,201,129 in funding commitments, including two supplemental bond increases, Developer advises that there is still a f unding gap of $2,857,871, which Developer is requesting from the City of Palm Springs.

Funding Sources

A comparison of the Project’s October 28, 2021, Closing Pro Forma and the July 3, 2023, Pro Forma provided by the City’s financial consultant (LeSar Development Consultants) shows additional funding sources secured by Developer in the amount of $5,305,877, as detailed in the following table.

Funding Sources Comparison

Version: 10/28/21
Closing 7/3/23 Pro Forma Increase/
(Decrease)
City Housing Successor
Fund 1,800,000 1,800,000 - Item 1K - Page 18
Version: 10/28/21
Closing 7/3/23 Pro Forma Increase/
(Decrease)
City Land Residual Loan 840,000 840,000 - County HOME Funds 500,000 500,000 - Bank Perm Loan (at
closing) 5,260,000 5,260,000 - Bank Perm Loan
(additional) - 1,238,064 1,238,064 LIHTC Investor 13,777,507 17,531,550 3,754,043 GP Loan - Certificated
State Tax Credits 6,186,400 6,186,400 - Deferred Developer Fee
[1] 328,000 1,307,331 979,331 GP Equity 100 200,100 200,000 GP Loan [2] 883,695 - (883,695) Credit Suisse First
Boston 1,333,600 1,333,600 - Deferred Interest on Soft
Debt 32,240 50,375 18,135 Total Funding Sources 30,941,542 36,247,419 5,305,877

[1], [2] It should be noted that the increased Deferred Developer Fee in the amount of $979,331 is offset by the reduction in the General Partner Loan (GP Loan) in the amount of $883,495. The Project Resources are also shown in the Project Pro Forma (Attachment C) and Pro Forma Comparison (Attachment D).

Soft Costs Increases

As represented by Developer, Project Soft Costs have increased by $2,734,000. Soft costs are for non-tangible items such as services, fees, and insurance. Using the October 28, 2021, closing date the analysis provided LeSar Development Consultants shows an increase of soft costs in the amount of $ 4,567,096. Some of these soft costs increases may have already been covered by the increases in funding sources.

Soft Cost Comparison

Version: 10/28/21
Closing
7/3/23 Pro
Forma
Increase/
(Decrease)
Impact Fees (School fee) 200,000 240,000 40,000 Item 1K - Page 19
Version: 10/28/21
Closing
7/3/23 Pro
Forma
Increase/
(Decrease)
Permits and utility hookups 50,000 344,000 294,000 Architecture 1,401,805 1,440,000 38,195 Survey, engineering 200,000 530,000 330,000 Environmental (inc. NEPA and
Phase II mitigations) 20,000 26,102 6,102 Soft cost contingency 90,181 30,000 (60,181) Prevailing wage monitoring fee 25,000 72,075 47,075 Special Inspections & Energy
Consulting - 562,000 562,000 Costs of bond issuance 610,204 966,366 356,162 Construction Loan Interest during
construction 504,765 1,360,590 855,825 Construction loan interest post
construction 490,743 523,697 32,954 Construction period interest on soft
loans 32,240 50,376 18,136 Course of Construction Insurance 300,000 432,208 132,208 Construction period taxes 20,000 20,000 - Appraisal 10,000 10,000 - Tax Credit Allocation Committee
Fees 40,843 67,160 26,317
Legal Fees - Organization 5,000 5,000 - Legal Fees- Syndication & Investor
(Due Diligence) 105,000 202,519 97,519 Legal Fees- Sponsor 30,000 39,000 9,000 Legal - Permanent loan closing 15,000 25,000 10,000 Title - Permanent loan closing 15,000 5,000 (10,000) Market Study 24,800 34,800 10,000 Consultant – Syndication 55,000 55,000 - Marketing & Lease up 30,000 22,226 (7,774) Project Audit & Tax Prep 15,000 3,380 (11,620) Operating Reserves -- 6 months 346,441 415,619 69,178 Development Fee 800,000 2,522,000 1,722,000
Item 1K - Page 20
Version: 10/28/21
Closing
7/3/23 Pro
Forma
Increase/
(Decrease)

Total Soft Costs 5,437,022 10,004,118 4,567,096

Notable soft cost increases are as follows:

Permits and Utility Hookups – Increase of $294,000 from $50,000 to $344,000. This is attributed to significant power design changes as requested by Southern California Edison.

Survey, Engineering – Increase of $330,000 from $200,000 to $530,000. This is due to unforeseen site conditions discovered during the early phase of construction.

Special Inspections & Energy Consulting – New cost of $562,000. For Monarch to qualify for the CEC BUILD Program, there were significant design changes and energy certifications required that follow the CEC 2022 Energy Code (including: efficient electric heat pumps, electric -ready requirements for new homes, solar photovoltaic and battery storage standards, ventilation standards, and more). Developer was not required to utilize the CEC B UILD Program. Doing so, however, helps the Project achieve the City’s Major Themes/Principles of environmental stewardship and results in long-term energy savings.

Legal Fees – Syndication & Investor (Due Diligence) – Increase of $97,519 from $105,000 to $202,519. These increases are associated with the increased time required for these and additional work related to subsequent funding allocations.

Construction Loan Interest During Construction – Increase of $855,825 from $504,765 to $1,360,590. Construction loan interest rate increased from 3.90% to

7.75%. Associated with the construction loan, there is a nationwide trend in rising insurance costs for construction projects. COVID -19 delays also required extending insurance coverage for longer than originally expected.

Development Fee – Increase of total fee by $1,722,000 from $800,000 to $2,522,000.

This fee contains two portions: the deferred fee and the “at-risk” fee. The deferred fee is the fee which the developer will be paid from normalized operations from property cash flow once: A) the project is leased, and B ) the project is refinanced, thereby repaying the construction loan (a process also known as “conversion”). The at-risk fee is scheduled to be paid through escrow as part of the refinance (a.k.a., conversion) process; meaning that if other components of a project exceeded budget, then the at- risk fee may be used to cover cost overruns. The at -risk portion of the developer fee is shown separately in the Additional Information section of Attachment D . It increased by $742,669 from $472,000 to $1,214,669.

Item 1K - Page 21
An annotated analysis of the soft cost increases is provided in Attachment D.

Hard Costs Increases

Hard costs are associated with the physical construction of the Project such as building materials, site work, and labor. Developer has indicated the Project is being impacted by increased hard costs in the amount of $4,325,000. The LeSar analysis shows an increase of hard costs in the amount of $3,384,559. The difference in these amounts does not indicate Developer’s estimate is overstated, but rather their allocations of soft and hard costs may be different.

Hard Cost Comparison

Hard Costs 10/28/21
Closing
7/3/23 Pro
Forma
Increase/
(Decrease)
Demolition 71,048 71,048 - Offsite work 215,805 215,805 - Site work 2,881,415 3,000,000 118,585 New construction 16,686,224 20,315,000 3,628,776 Contractor general requirements,
overhead, profit, bond/insurance
2,762,444 3,000,000 237,556
Photovoltaics 648,000 1,000,000 352,000 Personal Property in Construction
Contract
182,225 182,225 -
Furniture Purchased by Owner 40,000 110,000 70,000 Construction contingency 1,172,358 150,000 (1,022,358) Total Hard Costs 24,659,519 28,044,078 3,384,559

Notable hard cost increases are as follows:

Site Work - Increase of $118,585 from $2,881,415 to $3,000,000. This represents an increase of 4% and is reasonable given the additional time and increased costs associated with this Project.

New Construction – Increase of $3,628,776 from $16,686,224 to $20,315,000. In addition, Statewide trends in unexpected and significant increases in construction costs are documented by the Terner Center for Housing Innovation. 1 1 https://ternercenter.berkeley.edu/research-and-policy/cost-to-build-housing-legislation-2022/ Item 1K - Page 22
General Contractor Requirement - Increase of $237,556 from $2,762,444 to $3,000,000.

Photovoltaics – Increase of $352,000, from $648,000 to $1,000,000. These increased costs are associated with the Project’s use of the CEC BUILD Program.

Solar, sustainability, and energy costs were an additional $2.5 million associated with Energy code changes. Developer was not required to utilize the CEC Build Program.

Doing so however, helps the Project achieve the City’s Major Themes/Principles of environmental stewardship. In addition, global supply disruptions related to switchgear increased material costs and extended construction timelines.

Construction contingency – Reduced by $1,022,358 from $1,172,358 to $150,000.

The contingency line item is understandably reduced as it is utilized.

An annotated analysis of the hard cost increases is provided in Attachment D.

Actual Remaining Funds and Remaining Contract Balance

A review of the construction resources ( Attachment E) shows an adjusted rem aining balance of funds (total resources minus amount drawn to date, minus interest reserves) to be $10,284,276 as shown in the “Available Sources” section, Total Column for “Adjusted Rem. (Remaining) Balance”.

The remaining balance on the General Contractor Contract and Solar Contract inclusive of pending change orders (in the “Costs left to finish the project” section) are $10,126,914, and $643,041 respectively, which total $10,769,955.

This review indicates that there is a deficit funds available to cover the costs of the remaining work on the General Contractor Contract and Solar Contract in the amount of $485,679. Thus, to complete the Project, it would require $485,679 of additional funds.

The Project, however, would also need additional funds to comfortably pass the Federal Tax Credit 50% Test (discussed in the following section).

Assuming the City provides the additional funds in the amount of $2,200,000 and Developer is successful in securing the Third Supplemental Bond, the Project would generate a surplus of funds in the amount of $667,074, as shown in the “New 3 rd
Supplemental Bond” section of Attachment E. Thus, to avoid providing more funding than the Project needs, the surplus amount of $667,074 has been subtracted from the request of $2,857,871 to $2,190,797, which has been rounded up to $2,200,000. The calculations are shown on Attachment E.

Based on this approach, Developer would have sufficient funds to complete the Project and to pass the Federal Tax Credit 50% Test.

Item 1K - Page 23
Federal Tax Credit 50% Test

For projects receiving Low Income Housing Tax Credits, the Federal Internal Revenue Code (IRC) requires at least 50% of the cost of the development be financed with the tax- exempt portion of the construction loans via tax -exempt bonds. After the project is complete, a cost certification will be conducted (as required by investors) to determine the final percentage. If it is not 50% or greater, and the Project will not meet the IRC requirements, the tax credits purchased by investors may be invalidated. If the tax credits are invalidated, the tax credit investors would not be able to utilize the tax credits to offset their tax liabilities and would likely pursue remedies for damages or reductions to their investment which would further exacerbate the budget shortfall.

Providing the additional City financing at conversion (for permanent financing after construction) increases the numerator of the percentage equation which increases the overall percentage (i.e., bond financing is the numerator and development costs are the denominator for the percentage).

Page 3 ends

funding the project will be approximately 48.58 %, failing the 50% test. With $2,200,000 of additional funds the Project is expected to score 5 1.13% to 52.00%, passing the 50% test as shown in Attachment E, “Test” row. However, these percentages offer very little margin for passing the 50% test.

Should the project not meet the 50% test requirement, Developer could request the investor help solve the problem before taking more drastic measures. This would be like a loan “workout” to restructure terms and c onditions. Developer could also ask the investor to delay the commencement of taking the tax credits, i.e., postponing the first tax credit year. In this case the investor will reduce the size of the investment and Developer will have to make up the difference.

Cost Per Unit Comparison

In comparison to other affordable housing projects in the City of Palm Springs, the Project received a lower amount of City financial assistance on a per unit basis. As noted above, the Project received $2,640,000 in assistance from the City. This is equivalent to $44,000 per unit (60 units). The Vista Sunrise II project (61 units) received $3,600,000 which is $59,016 per unit. The Aloe Palm Canyon project (71 units) received $7,004,300 which is $98,652 per unit. Developer’s Placita Dolores Huerta Apartments Project in the City of Coachella received city financial assistance in the amount of $67,750 per unit. Other examples of tax credit projects throughout California have received local contributions ranging from $41,000 per unit (Crossings at Palm Desert) to $218,000 per unit (Day Creek Crossing, San Jose). Increasing financial assistance for the Project would increase the level of assistance per unit to $80,666.

At the time of this report, the Monarch Apartment Homes project is at 70% complet ion, Item 1K - Page 24
with initial buildings scheduled to begin occupancy in August to 20 families. Completion of the remaining buildings would provide housing for 40 additional families. At the current construction pace, the construction loan could be exhausted by October.

Pending Request

As noted above, the request from Developer is for an additional $2,857,871. After a considerable amount of review and analysis (as discussed above), staff believes an appropriate amount to contribute to the Project is $2,200,000.

Developer, however, has represented that the entire $2,857,871 request, which is $657,871 more than the $2,200,000 being recommended, is required for the Project ’s completion. Staff has offered to continue working with the Developer to have them provide documentation and substantiate the need for the additional $657,871 of financial assistance, and to request of City Council at a future date to approve the additional funding if warranted.

Staff believes there are other resources and tools Developer may utilize to address the need for additional funding and the 50% requirement. These include:

• Funding reserves prior to conversion to increase the 50% test numerator. In doing so, the reserves will be the construction loan instead of perm anent sources of funding.

• The General Partner, Community Housing Opportunities Corporation, could make a loan to the Project.

• Fund some conversion costs early.

• Defer the first credit year.

A Funding Commitment Letter for the additional
$2,200,000 (Attachment F) has already
been provided to Developer but is subject to City Council approval of this item. The additional funds would leverage the investment of $39,119,796 for affordable housing in the City of Palm Springs to address the needs of low-income individuals and families.

The City Attorney has advised staff that the City has no legal obligation to increase the current $2,640,000 loan.

ENVIRONMENTAL ASSESSMENT
:

Item 1K - Page 25
ALIGNMENT WITH STRATEGIC PLANNING:

This action would further Strategy 1C, Quality of Life, Action for affordable housing development. The Project also implements the Strategic Plan’s Major Themes / Principles of social equity and environmental stewardship.

FISCAL IMPACT
:

Approval of this item would appropriate $2,200,000 from Housing Set-aside resources in the Fiscal Year 2024 Budget and allocate this amount for the Monarch Apartment Homes Project increasing the amount of the current DDA from $2,640,000 to $4,840,000.

REVIEWED BY:

Department Director: Jay Virata
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Monarch Apartment Homes Request for Supplemental Funding B. Community Housing Opportunities Corporation Business Disclosure C. Project Pro Forma
D. Pro Forma Comparison
E. Available Resources vs Open Construction Expenses
F. Draft Funding Commitment Letter

Item 1K - Page 26

ATTACHMENT A

Item 1K - Page 27
The Monarch Butterfly
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&ϳϬϳϳϱϵϲϬϱϯ
www.chochousing.org

June 29, 2023
Mr. Scott Stiles
City Manager
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262

Re: Request for $2.9M City Loan Increase to complete construction of Monarch Apartment Homes

Dear Mr. Stiles,
This is a ƌĞƋƵĞƐƚĨŽƌΨϮ͘ϵDŝƚǇ>ŽĂŶIncrease ƚŽĐŽŵƉůĞƚĞĐŽŶƐƚƌƵĐƚŝŽŶŽĨDŽŶĂƌĐŚƉĂƌƚŵĞŶƚ,ŽŵĞƐ͘

For background, construction began in October 2021 with a construction budget of $31M. Since the start of construction extenuating circumstances from the global COVID 19 Pandemic (2021-2023) caused delays and significant material cost increases for steel, lumber, copper, appliances, etc. It also impacted labor shortages, supply chain delays, product reselection and redesign beyond our control, causing construction cost adjustments and overruns in the amount of $7M.

Project Cost Overruns:
x $2,734,000 Soft Cost Overruns
x $4,325,000 Hard Construction Cost Overruns
x Ψϳ͕Ϭϱϵ,000 Total Cost Overruns

CHOC has identified and secured commitments for $4M. The remaining balance and current funding gap represents our request of city funds $2.9M.

ŽŵŵŝƚƚĞĚ^ources:
¾ $1,263,000 Project Contingency
¾ $1,517,672 Supplemental Bond #1 Increase July 2022
¾ $1,420,457 Supplemental Bond #2 Increase March 2023
¾ Ψϰ͕ϮϬϭ͕ϭϮϵdŽƚĂůŽŵŵŝƚƚĞĚ^ŽƵƌĐĞƐ ^ĞĐƵƌĞĚ

Gap &ŝŶĂŶĐŝŶŐEĞĞĚĞĚ:
x $7,059,000 Total Cost Overruns Above
x ($4,201,129) Less Total Committed Sources Above
¾ ΨϮ͕ϴϱϳ͕ϴϳϭ 'ĂƉ&ŝŶĂŶĐŝŶŐŶĞĞĚĞĚĨƌŽŵƚŚĞity

Item 1K - Page 28
Page Ϯ of Ϯ

ϱϬϯϬƵƐŝŶĞƐƐĞŶƚĞƌƌŝǀĞൟ^ƵŝƚĞϮϲϬൟ&ĂŝƌĨŝĞůĚൟϵϰϱϯϰ T ϳϬϳϳϱϵϲϬϰϯ
&ϳϬϳϳϱϵϲϬϱϯ
www.chochousing.org
The project is now 70% complete. Initial buildings are scheduled to start occupancy in August that will provide housing for 20 families. Completion of remaining buildings that provide housing for 40 families will not happen unless we secure the additional funds from the city. ƚƚŚĞĐƵƌƌĞŶƚĐŽŶƐƚƌƵĐƚŝŽŶƉĂĐĞ͕ǁĞ estimate the cŽŶƐƚƌƵĐƚŝŽŶůŽĂŶǁŝůůďĞĞǆŚĂƵƐƚĞĚďǇOctober, at which time the contractor will cease work.

OĐĐƵƉĂŶĐǇĂŶĚConstruction Timeline:
¾ August 2023 – Occupancy 20 families
¾ October ϮϬϮ3 – ŽŶƐƚƌƵĐƚŝŽŶ>ŽĂŶ
ǆŚĂƵƐƚĞĚ
a. Construction will cease without the City $2.9M loan Increase b. Construction will continue wŝƚŚŝƚǇΨϮ͘ϵDůŽĂŶ Increase

The Construction Lender Flagstar Bank will increase the construction loan by $2.9M, same terms and conditions, upon evidence of a commitment from the city guaranteeing availability of the funds at loan conversion.

&ƵŶĚŝŶŐdŝŵĞůŝŶĞ:
¾
ĂƌůǇ:ƵůǇϮϬϮϯ– ŝƚǇ>ŽĂŶŽŵŵŝƚŵĞŶƚŽĨΨϮ͘ϵD
¾ August 2023 – Closing Construction Loan Increase
¾ December 2023 – Project Completion and 100% unit occupancy

Please let me know if you have any questions. I look forward to discussing next steps to secure the city financing commitment.

Sincerely,

Vincent J. Nicholas
VP Real Estate Development

CC: Jay Virata, City of Palm Springs
Manuel Silva, CEO, CHOC
Peter Lundberg, CFO, CHOC
Joy Silver, CSO, CHOC

Sincerely,
Vincent J. Nicholas
Item 1K - Page 29

ATTACHMENT B

Item 1K - Page 30
Item 1K - Page 31
1 . Name of Entity
4LEAF, Inc.

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

2. Address of Entity (Principal Place of Business)
2126 Rheem Dr., Pleasanton, CA 94588

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

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

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

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
_Pat Greenan ______ X Officer D Director D Member D Manager [name] D General Partner D Limited Partner
Other _________ _
___ Kevin Duggan ________ x Officer x Director D Member D Manager [name] D General Partner D Limited Partner
Other _________ _
__ Gene Barry _________ x Officer x Director D Member D Manager [name] D General Partner D Limited Partner
Other _________ _
Item 1K - Page 32

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

Grenan
85%
2 4LEAF
2 Inc.
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
A.

Kevin
Duggan
10%.
4LEAF.

Inc.
[name
of
owner/investor]
[percentage
of
beneficial
interest
in
entity
and
name
of
entity]
B.

Gene
Barry
5%
4LEAF
2 Inc.
[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.

ATTACHMENT C

Item 1K - Page 33
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Project Name: The Monarch Apartment Homes Site Address: 3130 N Indian Canyon Drive, Palm Springs CA

SOURCES OF FUNDS AMOUNT CONSTRUCTION TERMS INTEREST RATE Perm Loan - Amount at Construction Closing 5,260,000 tax exempt loan18/35 year amortization (10 yr Tr.,130 bps floor+288 bps ) 4.26% Perm Loan - Amended Amount 1,238,064 tax exempt loan18/35 year amortization (10 yr Tr.+288 bps ) 6.85% City of Palm Springs - Additional Gap Loan 0 1% simple interest 55 year RR loan 0.80% City of Palm Springs- Housing Successor Fund 1,800,000 1,710,000 1% simple interest 55 year RR loan 0.80% 30,000 30,000 accrued interest during construction
City of Palm Springs- Land Residual Loan 840,000 840,000 1% simple interest 55 year RR loan 0.80% 14,000 14,000 accrued interest during construction Schedule Riverside County- HOME 500,000 450,000 1% simple interest 55 year RR loan 0.80% Construction Loan Close 29-Oct-21 6,375 6,375 accrued interest during construction 100% Construction Completion 1-Dec-23 Credit Suisse Loan 1,333,600 1,333,600 0% simple interest 55 year DEF loan 0.00% Construction Period 25.0 GP or Sponsor Loan- Certificated State Credits 6,186,400 3% simple interest 55 year RR loan 1.79% 100% Occupancy 31-Dec-23 Net Developer Fee 1,014,569 0 0.00% Perm Conversion 1-Apr-24 Deferred Developer Fee 1,307,331 Perm Period 4.0
GP Equity 200,100 100 Issuance of 8609 1-Jan-25
Construction Loan- Tax Exempt Bond + Supplemental 18,114,846 18,114,846 22 months, tax exempt construction loan 1 M LIBOR, floor of .5% + 160 bps + 1% cush 4.7900% Construction Loan- Taxable Tail Bond 8,859,693 11,645,525 11,645,525 0.880 State (Certificated) Cred6,186,400 + 285 bps + 1% cus 6.0400% Construction Loan/TDC 76.13% Limited Partner @ 99.99% -2,785,832 17,531,550 1,977,751 0.900 PV Credit 269,973 13,777,507 0.920 Federal credits 17,261,577
TOTAL SOURCES 66,007,790 36,122,197 IRR 7.93% Bond Amount 29,760,370 Gap/Surplus (2,845,777) 50% TEST
TOTAL DEVELOPMENT COST NET OF CONSTRUCTION LOAN 39,093,196 4.21% Land Basis 1,200,632 BASIS FOR BASIS FOR NON Building Basis 36,085,501
USES OF FUNDS TOTAL COST CONSTRUCTION DEPRECIABLE 4% CREDIT PV CREDIT AMORTIZED DEPRECIABLE Total 37,286,133

48.58%
Land Cost or Value 840,000 840,000 0 840,000 Tax Exempt Bond - Initial Award 15,176,717 Legal and closing costs 5,000 5,000 5,000 Tax Exempt Bond - Supplemental - Awarded 1,517,672 Carrying costs prior to construction start 0 0 0 Tax Exempt Bond - Supplemental 2 - Awarded 1,420,457 Acq loan interest/ fees 0 0 0 Tax Exempt Bond - Supplemental3 - Requested 0 Demolition Total Contract: 71,048 71,048 71,048 Taxable Tail 11,645,525 Offsite work 26,984,078 215,805 215,805 215,805 215,805 50.1% of Basis 18,680,353 Site work 3,200,000 3,200,000 2,915,416 2,915,416 284,584 New construction Solar 20,315,000 20,315,000 20,315,000 20,315,000 86.2% GC Construction Contingency 1,000,000 0 0 0 0 COSTS OF ISSUANCE 29,760,370 Contractor general requirements, overhead, profit, bond/insurance 12.01% 3,000,000 3,000,000 3,000,000 3,000,000 63,209 CMFA = issuer at max bond amt Photovoltaics 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 Bond Counsel 111,567 Personal Property in Construction Contract 182,225 182,225 182,225 182,225 Bank Counsel 110,000 Furniture Purchased by Owner 110,000 110,000 110,000 110,000 Issuer Fee 55,801 Construction contingency 0.54% 150,000 150,000 150,000 150,000 6,321 Issuer app/legal 10,000 Impact Fees (School fee) 240,000 240,000 240,000 240,000 10,113 Issuer Montoring Fee 35,960 Permits and utility hookups 344,000 344,000 344,000 344,000 14,496 0 CDLAC 10,416 Architecture 1,440,000 1,440,000 1,440,000 1,440,000 60,681 CDIAC 4,464 Survey, engineering 530,000 530,000 530,000 530,000 22,334 Consultant 0 Environmental (inc. NEPA and Phase II mitigations) 26,102 26,102 26,102 26,102 Attorney 100,000 Soft cost contingency 30,000 30,000 30,000 30,000 Title costs 119,074 Prevailing wage monitoring fee 72,075 72,075 72,075 72,075 3,037 Const loan fee @ 1% 297,604 Special Inspections & Energy Consulting 562,000 562,000 562,000 562,000 Const lender costs 36,500 Predevelopment Loan Interest 0 0 0 0 Perm loan fee + Expenses ($10K) 74,981 Construction Loan Fees and costs- in COI 0 0 0 0 TOTAL 966,366 Costs of bond issuance 966,366 966,366 571,705 571,705 394,661 Eligible Bais Calc in COI 571,705 City loan fee 0 0 0
County Loan fee 0 0 0
Construction Loan Interest during construction - 25 months 1,360,590 1,360,590 1,360,590 1,360,590 57,334 Construction loan interest post construction - 4 months 523,697 523,697 523,697 Construction period interest on soft loans 50,376 50,376 36,375 36,375 2,123 14,000 Construction lender legal - in COI 0 0 0 0
Course of Construction Insurance 432,208 432,208 432,208 432,208 18,213 DEVELOPER FEE LIMITS Construction period taxes 20,000 20,000 20,000 20,000
Appraisal 10,000 10,000 10,000 10,000 TCAC 4%
Tax Credit Allocation Committee Fees 67,160 67,160 67,160 0 Max. in the Budget 5,034,525 Legal Fees - Organization 5,000 5,000 5,000 Max. Upfont 2,500,000 Legal Fees - Construction Loan Closing - in COI 0 0 0 0 Legal Fees- Syndication & Investor (Due Diligence) 202,519 202,519 202,519 Legal Fees- Sponsor 39,000 39,000 39,000
Capitalized Asset Management Fee 0 0 0
Utilities 0 0 0 0
Legal - Permanent loan closing 25,000 25,000
Title - Permanent loan closing 5,000 5,000
Market Study 34,800 34,800 34,800
Consultant - Syndication 55,000 55,000 55,000
Title & Escrow - Construction financing - included in COI 0 0 0 0 0 Marketing & Lease up 22,226 22,226 22,226
Project Audit & Tax Prep 3,380 3,380
Operating Reserves -- 6 months 415,619 415,619
Development Fee 2,522,000 0 2,522,000 2,522,000 106,275 Repayment of Construction Loan-Bond 18,114,846 18,114,846 Repayment of Construction Loan- taxable tail 11,645,525 0 11,645,525 TOTAL PROJECT COSTS 68,853,567 36,122,197 36,085,501 36,085,501 1,000,000 1,085,125 31,682,941 Item 1K - Page 34
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Utility Allowances: 1BR 2BR 3BR
INCOME, EXPENSES, AND CASH FLOW ANALYSIS Placed in Service 12/1/2023 QUAC 19.75 23.16 30.51 Riverside County HA 7/31/22 EE 61.0 83.0 106.0
Unit Size Factor # of Gross Annual 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Units UA 2023 Rents Base Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 1BR 30% ami - Section 8 2.00% 5 61.00 524 27,780 13,890 28,058 28,619 29,191 29,775 30,371 30,978 31,598 32,230 32,874 33,532 34,202 34,886 35,584 36,296 37,022 37,762 38,517 39,288 40,073 1BR 50% ami - Section 8 2.00% 6 61.00 874 58,536 29,268 59,121 60,304 61,510 62,740 63,995 65,275 66,580 67,912 69,270 70,655 72,069 73,510 74,980 76,480 78,009 79,570 81,161 82,784 84,440 1BR 50% ami 2.00% 3 20.00 874 30,744 15,372 31,051 31,672 32,306 32,952 33,611 34,283 34,969 35,668 36,382 37,109 37,852 38,609 39,381 40,168 40,972 41,791 42,627 43,480 44,349 1BR 60% ami 2.00% 14 20.00 1,049 172,872 86,436 174,601 178,093 181,655 185,288 188,993 192,773 196,629 200,561 204,573 208,664 212,837 217,094 221,436 225,865 230,382 234,990 239,689 244,483 249,373

2BR 30% ami - Section 8 2.00% 5 83.00 629 32,760 16,380 33,088 33,749 34,424 35,113 35,815 36,531 37,262 38,007 38,767 39,543 40,334 41,140 41,963 42,802 43,658 44,532 45,422 46,331 47,257 2BR 50% ami - Section 8 2.00% 2 83.00 1,048 23,160 11,580 23,392 23,859 24,337 24,823 25,320 25,826 26,343 26,870 27,407 27,955 28,514 29,085 29,666 30,260 30,865 31,482 32,112 32,754 33,409 2BR 50% ami 2.00% 1 23.00 1,048 12,300 6,150 12,423 12,671 12,925 13,183 13,447 13,716 13,990 14,270 14,556 14,847 15,144 15,446 15,755 16,070 16,392 16,720 17,054 17,395 17,743 2BR 60% ami 2.00% 7 23.00 1,258 103,740 51,870 104,777 106,873 109,010 111,191 113,414 115,683 117,996 120,356 122,763 125,219 127,723 130,278 132,883 135,541 138,252 141,017 143,837 146,714 149,648

3BR 30% ami - Section 8 2.00% 5 106.00 727 37,260 18,630 37,633 38,385 39,153 39,936 40,735 41,549 42,380 43,228 44,093 44,974 45,874 46,791 47,727 48,682 49,655 50,649 51,661 52,695 53,749 3BR 50% ami - Section 8 2.00% 1 106.00 1,211 13,260 6,630 13,393 13,660 13,934 14,212 14,497 14,787 15,082 15,384 15,692 16,005 16,326 16,652 16,985 17,325 17,671 18,025 18,385 18,753 19,128 3BR 50% ami 2.00% 1 31.00 1,211 14,160 7,080 14,302 14,588 14,879 15,177 15,481 15,790 16,106 16,428 16,757 17,092 17,434 17,782 18,138 18,501 18,871 19,248 19,633 20,026 20,426 3BR 60% ami 2.00% 9 31.00 1,454 153,684 76,842 155,221 158,325 161,492 164,722 168,016 171,376 174,804 178,300 181,866 185,503 189,213 192,998 196,858 200,795 204,811 208,907 213,085 217,347 221,694 Manager - 2 BR 0.00% 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total 0.00% 60 680,256 340,128 687,059 700,800 714,816 729,112 743,694 758,568 773,740 789,214 804,999 821,099 837,521 854,271 871,356 888,784 906,559 924,690 943,184 962,048 981,289 Laundry 2.00% 7,200 3,600 7,344 7,491 7,641 7,794 7,949 8,108 8,271 8,436 8,605 8,777 8,952 9,131 9,314 9,500 9,690 9,884 10,082 10,283 10,489 Residential Vacancy 5.00% (Year 1 10%) -34,373 -34,373 -34,720 -35,415 -36,123 -36,845 -37,582 -38,334 -39,101 -39,883 -40,680 -41,494 -42,324 -43,170 -44,034 -44,914 -45,812 -46,729 -47,663 -48,617 -49,589 Effective Gross Income 653,083 309,355 659,682 672,876 686,334 700,060 714,061 728,343 742,910 757,768 772,923 788,382 804,149 820,232 836,637 853,370 870,437 887,846 905,603 923,715 942,189 Lower of reasonable rent or 110% of FMR - UA (NET)
Project Based Section 8 income 2022 FMR per RFP
1BR 30% ami - Section 8 2.00% 5 1,216 753 45,180 22,590 45,632 46,544 47,475 48,425 49,393 50,381 51,389 52,417 53,465 54,534 55,625 56,737 57,872 59,030 60,210 61,414 62,643 63,896 65,173 2BR 30% ami - Section 8 2.00% 5 1,529 983 58,980 29,490 59,570 60,761 61,976 63,216 64,480 65,770 67,085 68,427 69,796 71,191 72,615 74,068 75,549 77,060 78,601 80,173 81,777 83,412 85,080 3BR 30% ami - Section 8 2.00% 5 2,108 1,487 89,220 44,610 90,112 91,914 93,753 95,628 97,540 99,491 101,481 103,511 105,581 107,692 109,846 112,043 114,284 116,570 118,901 121,279 123,705 126,179 128,702 1BR 50% ami - Section 8 2.00% 6 1,216 403 29,016 14,508 29,306 29,892 30,490 31,100 31,722 32,356 33,003 33,664 34,337 35,024 35,724 36,439 37,167 37,911 38,669 39,442 40,231 41,036 41,856 2BR 50% ami - Section 8 2.00% 2 1,529 564 13,536 6,768 13,671 13,945 14,224 14,508 14,798 15,094 15,396 15,704 16,018 16,339 16,665 16,999 17,339 17,685 18,039 18,400 18,768 19,143 19,526 3BR 50% ami - Section 8 2.00% 1 2,108 1,003 12,036 6,018 12,156 12,399 12,647 12,900 13,158 13,422 13,690 13,964 14,243 14,528 14,819 15,115 15,417 15,726 16,040 16,361 16,688 17,022 17,362 Total Section 8 24 247,968 123,984 250,448 255,457 260,566 265,777 271,093 276,514 282,045 287,686 293,439 299,308 305,294 311,400 317,628 323,981 330,460 337,070 343,811 350,687 357,701 Vacancy 5.00% -12,398 -6,199 -12,522 -12,773 -13,028 -13,289 -13,555 -13,826 -14,102 -14,384 -14,672 -14,965 -15,265 -15,570 -15,881 -16,199 -16,523 -16,853 -17,191 -17,534 -17,885 EGI Section 8 incremental income 235,570 117,785 237,925 242,684 247,537 252,488 257,538 262,689 267,943 273,301 278,767 284,343 290,030 295,830 301,747 307,782 313,937 320,216 326,620 333,153 339,816 TOTAL PROJECT EGI 888,653 427,140 897,608 915,560 933,871 952,549 971,599 991,031 1,010,852 1,031,069 1,051,691 1,072,724 1,094,179 1,116,062 1,138,384 1,161,151 1,184,374 1,208,062 1,232,223 1,256,868 1,282,005 928,224
OPERATING EXPENSES 3.00% per unit 5,591 335,475 167,738 345,539 356,705 367,383 378,380 389,707 401,375 413,392 425,770 438,519 451,650 465,176 479,107 493,456 508,236 523,459 539,140 555,291 571,927 589,061 Services coordinator 3.00% per unit 1,250 75,000 37,500 77,250 79,568 81,955 84,413 86,946 89,554 92,241 95,008 97,858 100,794 103,818 106,932 110,140 113,444 116,848 120,353 123,964 127,682 131,513 Bond issuer annual monitoring fee 0.00% 0.050% 4,000 2,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 County Monitoring fee 0.00% 4,000 2,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 NET INCOME 470,178 217,903 466,818 471,287 476,534 481,755 486,946 492,103 497,220 502,292 507,314 512,280 517,185 522,023 526,787 531,471 536,068 540,569 544,968 549,258 553,430 Debt Service on First Mortgage 382,763 0 287,072 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 382,763 Replacement Reserve 500 30,000 15,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Net Cash Available 57,414 202,903 149,746 58,524 63,771 68,992 74,183 79,340 84,456 89,528 94,550 99,517 104,422 109,260 114,024 118,708 123,304 127,806 132,205 136,495 140,667 DCR 1.15 1.52 1.15 1.17 1.18 1.19 1.21 1.22 1.23 1.25 1.26 1.27 1.29 1.30 1.31 1.32 1.33 1.35 1.36 1.37

USES OF AVAILABLE CASH
Payment of investor asset management fee 3.00% 5,000 2,500 5,175 5,356 5,544 5,738 5,938 6,146 6,361 6,584 6,814 7,053 7,300 7,555 7,820 8,093 8,377 Payment of Deferred Developer Fee 1,307,331 0 1,307,331 200,403 144,571 53,168 58,227 63,254 68,245 73,193 78,095 82,944 87,736 92,464 97,122 101,705 106,204 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Payment of Partnership Management Fee 3.00% 25,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 110,614 114,928 127,806 132,205 136,495 140,667 Residual receipts to City- Housing Fund 28.66% 50% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Residual receipts to City- Additional Gap 0.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Residual receipts to City- Land Loan 13.38% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Residual receipts to County 7.96% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Sponsor 50% Share of Residual Receipts 50.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 General Partner 90.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Limited Partner 10.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Proportion of First Year First Year Ratio 50.00% 6.0 months Annual
ANNUAL OPERATING BUDGET Base Year
Management Fee 3.00% 44,415 22,208 45,747 47,120 48,533 49,989 51,489 53,034 54,625 56,264 57,952 59,690 61,481 63,325 65,225 67,182 69,197 71,273 73,411 75,614 77,882 Administrative 3.00% 18,900 9,450 19,467 20,051 20,653 21,272 21,910 22,568 23,245 23,942 24,660 25,400 26,162 26,947 27,755 28,588 29,446 30,329 31,239 32,176 33,141 Operating & Maintenance 3.00% 62,600 31,300 64,478 66,412 68,405 70,457 72,571 74,748 76,990 79,300 81,679 84,129 86,653 89,253 91,930 94,688 97,529 100,455 103,468 106,572 109,769 Utilities 3.00% 83,000 41,500 85,490 88,055 90,696 93,417 96,220 99,106 102,080 105,142 108,296 111,545 114,891 118,338 121,888 125,545 129,311 133,191 137,186 141,302 145,541 Insurance 3.00% 32,000 16,000 32,960 33,949 34,967 36,016 37,097 38,210 39,356 40,537 41,753 43,005 44,295 45,624 46,993 48,403 49,855 51,351 52,891 54,478 56,112 Property Taxes & Assessments 2.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Tenant Services 3.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Payroll 3.00% 94,560 47,280 97,397 100,319 103,328 106,428 109,621 112,910 116,297 119,786 123,379 127,081 130,893 134,820 138,865 143,030 147,321 151,741 156,293 160,982 165,812 State Partnership Tax 0.00% 0 0 0 800 800 800 800 800 800 800 800 800 800 800 800 800 800 801 802 803 804 TOTAL OPERATING EXPENSES 335,475 167,738 345,539 356,705 367,383 378,380 389,707 401,375 413,392 425,770 438,519 451,650 465,176 479,107 493,456 508,236 523,459 539,140 555,291 571,927 589,061 Per unit 5,591
Operating reserve balance 0 415,619 419,775 423,973 428,213 432,495 436,820 441,188 445,600 450,056 454,557 459,102 463,693 468,330 473,013 477,743 482,521 487,346 492,220 497,142 Deposit 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Draw on reserve for operations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Interest on balance 1.0% 0 4,156 4,198 4,240 4,282 4,325 4,368 4,412 4,456 4,501 4,546 4,591 4,637 4,683 4,730 4,777 4,825 4,873 4,922 4,971 New balance 415,619 419,775 423,973 428,213 432,495 436,820 441,188 445,600 450,056 454,557 459,102 463,693 468,330 473,013 477,743 482,521 487,346 492,220 497,142 502,113 Replacement reserve balance 0 15,000 45,150 75,602 106,358 137,421 122,530 153,756 185,293 217,146 249,317 197,874 229,852 262,151 294,773 327,720 250,665 283,172 316,003 349,163 Deposit 15,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Drawdown for improvements 0 0 0 0 0 45,807 0 0 0 0 83,106 0 0 0 0 109,240 0 0 0 0 Interest on balance 1.0% 0 150 452 756 1,064 916 1,225 1,538 1,853 2,171 1,662 1,979 2,299 2,622 2,948 2,185 2,507 2,832 3,160 3,492 New balance 0 15,000 45,150 75,602 106,358 137,421 122,530 153,756 185,293 217,146 249,317 197,874 229,852 262,151 294,773 327,720 250,665 283,172 316,003 349,163 382,655 Item 1K - Page 35
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SOURCES AND USES OF CAPITAL CONTRIBUTIONS AND LOAN PROCEEDS 6,498,064 1,830,000 0 854,000 506,375 18,114,846 11,645,525 1,333,600 6,186,400 1,307,331 200,100 17,531,550 First City of Palm Springs City of Palm Springs City of Palm Springs Riverside County Tax Exempt Taxable Tail Credit Suisse GP/Sponsor Loan Deferred GP LP SOURCE OF LOAN OR EQUITY Mortgage Housing Fund Additional Gap Land Loan HOME Const. Loan Const. Loan Loan Certificated State Credits Developer Fee Equity Equity Land Cost or Value 840,000 840,000 0
Legal and closing costs 5,000 5,000
Carrying costs prior to construction start 0 0
Acq loan interest/ fees 0 0
Demolition 71,048 71,048
Offsite work 215,805 215,805 0
Site work 3,200,000 3,200,000 0
New construction 20,315,000 1,710,000 450,000 5,630,269 11,044,713 1,333,600 100 146,319 GC Construction Contingency 0 0 0
Contractor general requirements, overhead, profit, bond/insurance 3,000,000 3,000,000 0 Photovoltaics 1,000,000 1,000,000 0
Personal Property in Construction Contract 182,225 182,225 0 Furniture Purchased by Owner 110,000 110,000 0
Construction contingency 150,000 150,000 0
Impact Fees (School fee) 240,000 240,000 0
Permits and utility hookups 344,000 344,000 0
Architecture 1,440,000 1,053,501 386,499
Survey, engineering 530,000 330,000 200,000
Environmental (inc. NEPA and Phase II mitigations) 26,102 26,102 0 Soft cost contingency 30,000 30,000 0
Prevailing wage monitoring fee 72,075 72,075 0
Special Inspections & Energy Consulting 562,000 562,000 0 Predevelopment Loan Interest 0 0 0
Construction Loan Fees and costs- in COI 0 0 0
Costs of bond issuance 966,366 0 966,366
City loan fee 0 0 0
County Loan fee 0 0
Construction Loan Interest during construction - 25 months 1,360,590 994,241 366,349 0 Construction loan interest post construction - 4 months 523,697 289,234 234,463 0 Construction period interest on soft loans 50,376 30,000 14,000 6,375 0 Construction lender legal - in COI 0 0 0
Course of Construction Insurance 432,208 432,208 0
Construction period taxes 20,000 20,000 0
Appraisal 10,000 10,000 0
Tax Credit Allocation Committee Fees 67,160 67,160 0
Legal Fees - Organization 5,000 5,000 0
Legal Fees - Construction Loan Closing - in COI 0 0 0
Legal Fees- Syndication & Investor (Due Diligence) 202,519 0 202,519 Legal Fees- Sponsor 39,000 39,000 0
Capitalized Asset Management Fee 0 0
Utilities 0 0 0
Legal - Permanent loan closing 25,000 25,000
Title - Permanent loan closing 5,000 5,000
Market Study 34,800 34,800 0
Consultant - Syndication 55,000 55,000 0
Title & Escrow - Construction financing - included in COI 0 0 0 Marketing & Lease up 22,226 22,226 0
Project Audit & Tax Prep 3,380 3,380
Operating Reserves -- 6 months 415,619 0 415,619
Development Fee 2,522,000 1,307,331 1,214,669
Repayment of Construction Loan-Bond 18,114,846 6,498,064 90,000 0 6,186,400 5,340,382 Repayment of Construction Loan- taxable tail 11,645,525 50,000 200,000 8,549,748 TOTAL PROJECT COSTS 68,853,567 6,498,064 1,830,000 0 854,000 506,375 18,114,846 11,645,525 1,333,600 6,186,400 1,307,331 200,100 17,531,550 Item 1K - Page 36
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DISBURSEMENTS OF LIMITED PARTNER CAPITAL CONTRIBUTIONS
Construction 100% Permanent
Closing Construction Loan Closing 8609
Totals 10/29/2021 12/1/2023 4/1/2024 1/1/2025
1,377,751 600,000 15,530,124 23,675
Land Cost or Value 0
Legal and closing costs 5,000 5,000
Carrying costs prior to construction start 0
Acq loan interest/ fees 0
Demolition 71,048 71,048
Offsite work 0
Site work 0
New construction 146,319 146,319
GC Construction Contingency 0
Contractor general requirements, overhead, profit, bond/insurance 0 Photovoltaics 0
Personal Property in Construction Contract 0
Furniture Purchased by Owner 0
Construction contingency 0
Impact Fees (School fee) 0
Permits and utility hookups 0
Architecture 386,499 386,499
Survey, engineering 200,000 200,000
Environmental (inc. NEPA and Phase II mitigations) 0
Soft cost contingency 0
Prevailing wage monitoring fee 0
Special Inspections & Energy Consulting 0
Predevelopment Loan Interest 0
Construction Loan Fees and costs- in COI 0
Costs of bond issuance 966,366 610,204 356,162
City loan fee 0
County Loan fee 0
Construction Loan Interest during construction - 25 months 0 Construction loan interest post construction - 4 months 0 Construction period interest on soft loans 0
Construction lender legal - in COI 0
Course of Construction Insurance 0
Construction period taxes 0
Appraisal 0
Tax Credit Allocation Committee Fees 0
Legal Fees - Organization 0
Legal Fees - Construction Loan Closing - in COI 0
Legal Fees- Syndication & Investor (Due Diligence) 202,519 105,000 97,519 Legal Fees- Sponsor 0
Capitalized Asset Management Fee 0
Utilities 0
Legal - Permanent loan closing 25,000 25,000
Title - Permanent loan closing 5,000 5,000
Market Study 0
Consultant - Syndication 0
Title & Escrow - Construction financing - included in COI 0 Marketing & Lease up 0
Project Audit & Tax Prep 3,380 3,380
Operating Reserves -- 6 months 415,619 415,619
Development Fee 1,214,669 0 1,190,994 23,675
Repayment of Construction Loan-Bond 5,340,382 5,340,382 Repayment of Construction Loan- taxable tail 8,549,748 8,549,748 TOTAL PROJECT COSTS 17,531,550 1,377,751 600,000 15,530,124 23,675 Item 1K - Page 37
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75 DA DB DC DD DE DF DG DH DI DJ DK DL DM DN DO DP DQ DR DS SCHEDULE OF TAX CONSEQUENCES Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039

DEPRECIATION AMOUNT
Residential (27.5 years) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Residential (30 years) 31,877,860 487,023 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 1,062,595 Site Improvements (15 Years, 150% DB)
Site Improvements (Bonus Depreciation) 2,915,416 2,915,416 Personal Property (5 years, 200% DB)
Personal Property (Bonus Depreciation) 1,292,225 1,292,225 Residential (27.5 years) 0 0 0 0 0 0 0 0 0 0 0 0 0
Residential (30 years) 22,904 763 763 763 763 763 763 763 763 763 763 763 763 Personal Property (5 years) 0 0 0 0 0 0 0
Personal Property (Bonus Depreciation) 22,904 3,272 3,272 3,272 3,272 3,272 3,272 3,272 Residential (27.5 years) 0 0 0 0 0 0 0 0
Residential (30 years) 41,553 1,385 1,385 1,385 1,385 1,385 1,385 1,385 Personal Property (5 years) 0 0 0 0 0 0 0
Personal Property (Bonus Depreciation) 41,553 5,936 5,936 5,936 5,936 5,936 5,936 5,936 Residential (27.5 years) 0 0 0
Residential (30 years) 54,620 1,821 1,821
Personal Property (5 years) 0 0 0
Personal Property (Bonus Depreciation) 54,620 7,803 7,803 Subtotal 36,323,654 4,694,664 1,062,595 1,062,595 1,062,595 1,062,595 1,066,631 1,066,631 1,066,631 1,066,631 1,066,631 1,073,952 1,073,952 1,070,680 1,070,680 1,070,680 1,080,304 1,080,304 36,085,501
36,085,501

EXPENSED AND AMORTIZED ITEMS
Tax Credit Allocation Committee Fees 67,160 3,358 6,716 6,716 6,716 6,716 6,716 6,716 6,716 6,716 6,716 3,358 Mortgage fees 463,661 0 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 15,455 Organization 5,000 500 1,000 1,000 1,000 1,000 500
Marketing Cost 22,226 22,226
Project Audit & Tax Prep 3,380 3,380
Investor Asset Management fee 3.50% 2,500 5,175 5,356 5,544 5,738 5,938 6,146 6,361 6,584 6,814 7,053 7,300 7,555 7,820 8,093 8,377 Partnership Management Fee 0.00% 12,500 25,875 26,781 27,718 28,688 29,692 30,731 31,807 32,920 34,072 35,265 36,499 37,777 39,099 40,467 41,884 Subtotal 561,428 44,464 54,221 55,308 56,433 57,597 58,302 59,049 60,340 61,676 63,058 61,131 59,254 60,787 62,374 64,016 65,716 15,455 561,428

TAX CREDITS
Basis for PV Credit 1,000,000
Credit Rate 2021 30%
PV Credit Amount 300,000
Project Basis for 4% Federal Credit 36,085,501
Reduction in Basis for 50% of PV Credit 0
Adjusted Basis for Federal Credit 36,085,501
x 130% for DDA? 46,911,151 Reserved DDA Status
Amount of 4% Federal credit 18,764,460 291,892 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,584,554 0 Amount of state credit 7,030,000 3,247,695 3,247,695 534,610 0 Amount of PV Credit 300,000 300,000
TOTAL CREDITS 26,094,460 3,839,587 5,124,141 2,411,056 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,876,446 1,584,554 0 Proportion of First year 50% 6 credit months
Portion of 1st year for Mortgage 0% 0 mortgage months
Federal Tax Credits 1,876,446
State Tax Credits (AWARD AMOUNT) 7,030,000
Tax Credit Percentage 4.00% Floor rate
2023 Lease Up Schedule 4.00% 36,085,501 46,911,151 Year 1 Avg Occ for Year 2023 Eligible Qualified Units % Occupied
Bldg. P-I-S Units Basis Basis Credits 2023 Credits January 0 0.00% 1 9/30/2023 6,540 10.00% 6 3,608,550 4,691,115 187,645 19,027 February 0 0.00% 2 9/30/2023 4,656 10.00% 6 3,608,550 4,691,115 187,645 31,135 March 0 0.00% 3 10/31/2023 6,836 13.33% 8 4,811,400 6,254,820 250,193 27,675 April 0 0.00% Community Building - 4 6/30/2023 0 0.00% 0 - 0 - 31,135 May 0 0.00% 5 10/31/2023 6,836 13.33% 8 4,811,400 6,254,820 250,193 15,135 June-TCO 0 0.00% 6 10/31/2023 6,540 10.00% 6 3,608,550 4,691,115 187,645 16,865 July 0 0.00% 7 10/31/2023 6,540 10.00% 6 3,608,550 4,691,115 187,645 19,459 August 0 0.00% 8 6/30/2023 2,272 6.67% 4 2,405,700 3,127,410 125,096 19,459 September 0 0.00% 9 6/30/2023 2,272 6.67% 4 2,405,700 3,127,410 125,096 13,405 October 20 33.33% 10 6/30/2023 2,272 6.67% 4 2,405,700 3,127,410 125,096 November 12 53. 33% 11 6/30/2023 2,272 6.67% 4 2,405,700 3,127,410 125,096 December 28 100. 00% 12 6/30/2023 2,272 6.67% 4 2,405,700 3,127,410 125,096 15.56% Total 49,308 100% 60 36,085,501 46,911,150 1,876,446 193,294 18,764,460
Item 1K - Page 38
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31 DY DZ EA EB EC ED EE EF EG EH EI EJ EK EL EM EN EO
ANALYSIS OF TAXABLE INCOME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Net Operating Income 217,903 466,818 471,287 476,534 481,755 486,946 492,103 497,220 502,292 507,314 512,280 517,185 522,023 526,787 531,471 536,068 Interest on deposits 0 4,306 4,649 4,996 5,346 5,241 5,594 5,949 6,309 6,672 6,208 6,570 6,935 7,305 7,678 6,962 Deductions:

Interest on First mortgage 0 230,813 304,696 301,052 297,231 293,225 289,025 284,621 280,001 275,156 270,073 264,740 259,145 253,274 247,112 240,645 Interest on City - Housinf Fund 7,320 14,699 14,816 14,935 15,054 15,175 15,296 15,419 15,542 15,666 15,792 15,918 16,045 16,174 16,303 16,433 Interest on City- Additional Gap Loan Fund 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Interest on City - Land Loan 3,416 6,859 6,914 6,970 7,025 7,082 7,138 7,195 7,253 7,311 7,369 7,428 7,488 7,548 7,608 7,669 Interest on County- HOME 2,026 4,067 4,100 4,133 4,166 4,199 4,233 4,266 4,301 4,335 4,370 4,405 4,440 4,475 4,511 4,547 Interest on GP-Sponsor Loan 0 110,595 112,573 114,585 116,633 118,719 120,841 123,001 125,200 127,438 129,717 132,036 134,396 136,799 139,244 141,733 Constr. Int. Carryover 523,697
Depreciation 4,694,664 1,062,595 1,062,595 1,062,595 1,062,595 1,066,631 1,066,631 1,066,631 1,066,631 1,066,631 1,073,952 1,073,952 1,070,680 1,070,680 1,070,680 1,080,304 Expensed Items 44,464 54,221 55,308 56,433 57,597 58,302 59,049 60,340 61,676 63,058 61,131 59,254 60,787 62,374 64,016 65,716 Total Deductions 5,275,586 1,483,850 1,561,003 1,560,702 1,560,302 1,563,332 1,562,213 1,561,473 1,560,603 1,559,595 1,562,403 1,557,733 1,552,982 1,551,323 1,549,475 1,557,048 NET TAXABLE INCOME -5,057,684 -1,012,725 -1,085,066 -1,079,172 -1,073,202 -1,071,145 -1,064,517 -1,058,304 -1,052,002 -1,045,609 -1,043,915 -1,033,978 -1,024,023 -1,017,231 -1,010,326 -1,014,018 General Partner Share @ .01% -506 -101 -109 -108 -107 -107 -106 -106 -105 -105 -104 -103 -102 -102 -101 -101 Investor Limited Partner @ 99.99% -5,057,178 -1,012,624 -1,084,958 -1,079,065 -1,073,094 -1,071,037 -1,064,410 -1,058,198 -1,051,897 -1,045,505 -1,043,811 -1,033,875 -1,023,921 -1,017,130 -1,010,225 -1,013,916 Marginal Tax Bracket 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% 21.00% Benefits from Losses 1,062,007 212,651 227,841 226,604 225,350 224,918 223,526 222,222 220,898 219,556 219,200 217,114 215,023 213,597 212,147 212,922 Investor Limited Partner Share of Tax Credits
Federal Low-Income Credits 291,863 1,876,258 1,876,258 1,876,258 1,876,258 1,876,258 1,876,258 1,876,258 1,876,258 1,876,258 1,584,396 0 0 State Tax Credits
PV Credits 300,000
Total Tax Benefits 1,653,870 2,088,909 2,104,100 2,102,862 2,101,608 2,101,176 2,099,784 2,098,480 2,097,157 2,095,814 1,803,596 217,114 215,023 213,597 212,147 212,922 Out of Partnership - Certificated State Tax Credits
California Certificated Credits 3,247,695 3,247,695 534,610 0 0 Item 1K - Page 39
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OUTSTANDING DEBT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038

NONRECOURSE DEBT
First Mortgage 5,260,000 5,210,300 5,141,518 5,069,749 4,994,861 4,916,721 4,835,186 4,750,109 4,661,336 4,568,706 4,472,053 4,371,201 4,265,967 4,156,162 4,041,587 3,922,035 First Mortgage - Amended Amount 1,238,064 1,231,504 1,222,218 1,212,276 1,201,632 1,190,234 1,178,031 1,164,966 1,150,976 1,135,998 1,119,961 1,102,790 1,084,406 1,064,721 1,043,646 1,021,080 City of Palm Springs- Housing Successor Fund 1,837,320 1,852,019 1,866,836 1,881,770 1,896,825 1,912,000 1,927,296 1,942,714 1,958,256 1,973,923 1,989,714 2,005,632 2,021,677 2,037,851 2,054,154 2,070,587 City of Palm Springs- Additional Gap Loan 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 City of Palm Springs- Land Residual Loan 857,416 864,276 871,190 878,160 885,185 892,266 899,405 906,600 913,853 921,164 928,533 935,962 943,449 950,997 958,605 966,274 Riverside County- HOME 508,401 512,468 516,568 520,700 524,866 529,065 533,297 537,564 541,864 546,199 550,569 554,974 559,414 563,889 568,400 572,947 Credit Suisse 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600

RECOURSE DEBT
GP or Sponsor Loan- Certificated State Credits 6,186,400 6,296,995 6,409,568 6,524,153 6,640,786 6,759,505 6,880,346 7,003,347 7,128,547 7,255,985 7,385,702 7,517,737 7,652,133 7,788,932 7,928,176 8,069,910 Deferred developer fee owed 1,106,928 962,357 909,190 850,962 787,708 719,463 646,270 568,175 485,231 397,495 305,031 207,909 106,204 0 0 0 investor asset management fee owed 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Partnership Management Fees Owed 12,500 38,375 65,156 92,874 121,562 151,254 181,985 213,792 246,712 280,785 316,050 352,549 390,326 429,425 359,278 286,234 TOTAL DEBT 18,340,629 18,301,894 18,335,843 18,364,244 18,387,025 18,404,108 18,415,416 18,420,867 18,420,376 18,413,855 18,401,213 18,382,353 18,357,176 18,325,577 18,287,446 18,242,667 City of Palm Springs- Housing Successor Fund 0.80%
Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Interest on Last Balance 7,320 14,699 14,816 14,935 15,054 15,175 15,296 15,419 15,542 15,666 15,792 15,918 16,045 16,174 16,303 16,433 Balance 1,830,000 1,852,019 1,866,836 1,881,770 1,896,825 1,912,000 1,927,296 1,942,714 1,958,256 1,973,923 1,989,714 2,005,632 2,021,677 2,037,851 2,054,154 2,070,587 Amount Paid from Capital Contributions 0
Amount Paid from Operations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 New Balance 1,837,320 1,852,019 1,866,836 1,881,770 1,896,825 1,912,000 1,927,296 1,942,714 1,958,256 1,973,923 1,989,714 2,005,632 2,021,677 2,037,851 2,054,154 2,070,587 City of Palm Springs- Additional Gap Loan 0.80%
Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Interest on Last Balance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Balance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Amount Paid from Capital Contributions
Amount Paid from Operations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 New Balance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
City of Palm Springs- Land Residual Loan 0.80%
Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Interest on Last Balance 3,416 6,859 6,914 6,970 7,025 7,082 7,138 7,195 7,253 7,311 7,369 7,428 7,488 7,548 7,608 7,669 Balance 854,000 864,276 871,190 878,160 885,185 892,266 899,405 906,600 913,853 921,164 928,533 935,962 943,449 950,997 958,605 966,274 Amount Paid from Capital Contributions
Amount Paid from Operations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 New Balance 857,416 864,276 871,190 878,160 885,185 892,266 899,405 906,600 913,853 921,164 928,533 935,962 943,449 950,997 958,605 966,274 Riverside County- HOME 0.80%
Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Interest on Last Balance 2,026 4,067 4,100 4,133 4,166 4,199 4,233 4,266 4,301 4,335 4,370 4,405 4,440 4,475 4,511 4,547 Balance 506,375 512,468 516,568 520,700 524,866 529,065 533,297 537,564 541,864 546,199 550,569 554,974 559,414 563,889 568,400 572,947 Amount Paid from Capital Contributions 0
Amount Paid from Operations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 New Balance 508,401 512,468 516,568 520,700 524,866 529,065 533,297 537,564 541,864 546,199 550,569 554,974 559,414 563,889 568,400 572,947 Credit Suisse 0.00%
Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Interest on Last Balance 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Balance 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 Amount Paid from Capital Contributions 0
Amount Paid from Operations
New Balance 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 1,333,600 GP or Sponsor Loan- Certificated State Credits 1.79%
Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
Interest on Last Balance 0 110,595 112,573 114,585 116,633 118,719 120,841 123,001 125,200 127,438 129,717 132,036 134,396 136,799 139,244 141,733 Balance 6,186,400 6,296,995 6,409,568 6,524,153 6,640,786 6,759,505 6,880,346 7,003,347 7,128,547 7,255,985 7,385,702 7,517,737 7,652,133 7,788,932 7,928,176 8,069,910 Amount Paid from Capital Contributions 0
Amount Paid from Operations 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 New Balance 6,186,400 6,296,995 6,409,568 6,524,153 6,640,786 6,759,505 6,880,346 7,003,347 7,128,547 7,255,985 7,385,702 7,517,737 7,652,133 7,788,932 7,928,176 8,069,910 Deferred Developer Fee 0.00%
Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Interest on Last Balance
Total Balance 1,307,331 1,106,928 962,357 909,190 850,962 787,708 719,463 646,270 568,175 485,231 397,495 305,031 207,909 106,204 0 #REF! Amount Paid from Operations 200,403 144,571 53,168 58,227 63,254 68,245 73,193 78,095 82,944 87,736 92,464 97,122 101,705 106,204 0 0 New Balance 1,106,928 962,357 909,190 850,962 787,708 719,463 646,270 568,175 485,231 397,495 305,031 207,909 106,204 0 0 0 Item 1K - Page 40
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HW HX HY HZ IA IB IC ID IE IF IG IH II IJ IK IL IM
CAPITAL ACCOUNT ANALYSIS DURING OWNERSHIP BY LIMITED PARTNERSHIP last credit year Limited Partner Share 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 Basis 37,726,979 33,067,088 32,039,244 31,011,748 29,984,601 28,911,547 27,926,415 26,895,837 25,865,618 24,835,762 23,722,345 22,768,164 21,731,251 20,697,979 19,665,080 18,522,237 Deductions from Basis -4,694,194 -1,062,489 -1,062,489 -1,062,489 -1,062,489 -1,066,524 -1,066,524 -1,066,524 -1,066,524 -1,066,524 -1,073,845 -1,073,845 -1,070,573 -1,070,573 -1,070,573 -1,080,196 Basis at end of year 33,032,785 32,004,599 30,976,755 29,949,258 28,922,112 27,845,023 26,859,891 25,829,313 24,799,094 23,769,238 22,648,500 21,694,319 20,660,678 19,627,406 18,594,507 17,442,041 Outstanding Nonrecourse Debt 11,033,697 11,003,066 10,950,835 10,895,166 10,835,885 10,772,809 10,705,744 10,634,489 10,558,830 10,478,542 10,393,391 10,303,128 10,207,492 10,106,210 9,998,992 9,885,535 Minimum Gain on Chargeback 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

CAPITAL ACCOUNT
Capital Account Balance 0 -3,521,717 11,019,458 9,934,500 8,855,435 7,782,341 6,711,304 5,646,893 4,588,696 3,536,799 2,491,294 1,447,483 413,608 0 0 0 Capital Contributions 1,977,751 15,553,799 0
Less Half PV Credit -150,000
Deductions -5,057,178 -1,012,624 -1,084,958 -1,079,065 -1,073,094 -1,071,037 -1,064,410 -1,058,198 -1,051,897 -1,045,505 -1,043,811 -1,033,875 -413,608 0 0 0 Syndication Expenses -292,290
Cash Flow 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
End of Year Capital Account -3,521,717 11,019,458 9,934,500 8,855,435 7,782,341 6,711,304 5,646,893 4,588,696 3,536,799 2,491,294 1,447,483 413,608 0 0 0 0 Minimum Gain Chargeback 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Capital Account plus Chargeback -3,521,717 11,019,458 9,934,500 8,855,435 7,782,341 6,711,304 5,646,893 4,588,696 3,536,799 2,491,294 1,447,483 413,608 0 0 0 0 CALCULATION OF TAX CONSEQUENCES ON SALE (TRANSFER) OF LIMITED PARTNERSHIP INTERESTS (outside basis) Initial Capital Account -3,079,427 11,461,747 10,376,789 9,297,725 8,224,631 7,153,593 6,089,183 5,030,986 3,979,088 2,933,584 1,889,773 855,898 442,290 442,290 442,290 Capital Contributions 1,977,751 15,553,799 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Allocated Losses during Ownership -5,057,178 -1,012,624 -1,084,958 -1,079,065 -1,073,094 -1,071,037 -1,064,410 -1,058,198 -1,051,897 -1,045,505 -1,043,811 -1,033,875 -413,608 0 0 0 Cash Flow 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Basis in Partnership Interest -3,079,427 11,461,747 10,376,789 9,297,725 8,224,631 7,153,593 6,089,183 5,030,986 3,979,088 2,933,584 1,889,773 855,898 442,290 442,290 442,290 442,290 Tax Benefits (Losses) on Sale -3,079,427 11,461,747 10,376,789 9,297,725 8,224,631 7,153,593 6,089,183 5,030,986 3,979,088 2,933,584 1,889,773 855,898 442,290 442,290 442,290 442,290 After Tax Benefits (Losses) -646,680 2,406,967 2,179,126 1,952,522 1,727,172 1,502,255 1,278,728 1,056,507 835,609 616,053 396,852 179,739 92,881 92,881 92,881 92,881 Item 1K - Page 41
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INTERNAL RATE OF RETURN (CALCULATED QUARTERLY) INTERNAL RATE OF RETURN (CALCULATED QUARTERLY) Federal Credits Only - Limited Partnership Combined Federal Credits and State Credits

DATE LOSSES CREDITS INVESTMENT NET IRR DATE LOSS CREDITS INVESTMENT INVESTMENT NET IRR Mar-21 0 Mar-21 Federal Cr State Cr
Jun-21 0 6.386% Jun-21 7.929%
Sep-21 0 Sep-21 0 0
Dec-21 1,377,751 -1,377,751 Dec-21 1,377,751 -1,377,751 Mar-22 0 Mar-22 0 0
Jun-22 0 Jun-22 0 0
Sep-22 0 Sep-22 0 0
Dec-22 0 Dec-22 0 0
Mar-23 0 Mar-23 0 0
Jun-23 354,002 197,288 551,290 Jun-23 354,002 1,279,853 1,633,855 Sep-23 354,002 197,288 551,290 Sep-23 354,002 1,279,853 1,633,855 Dec-23 354,002 197,288 600,000 -48,710 Dec-23 354,002 1,279,853 600,000 1,033,855 Mar-24 53,163 469,065 522,227 Mar-24 53,163 1,280,988 1,334,151 Jun-24 53,163 469,065 15,530,124 -15,007,897 Jun-24 53,163 1,280,988 15,530,124 6,186,400 -20,382,373 Sep-24 53,163 469,065 522,227 Sep-24 53,163 1,280,988 1,334,151 Dec-24 53,163 469,065 23,675 498,552 Dec-24 53,163 1,280,988 23,675 1,310,476 Mar-25 56,960 469,065 526,025 Mar-25 56,960 602,717 659,677 Jun-25 56,960 469,065 526,025 Jun-25 56,960 602,717 659,677 Sep-25 56,960 469,065 526,025 Sep-25 56,960 602,717 659,677 Dec-25 56,960 469,065 526,025 Dec-25 56,960 602,717 659,677 Mar-26 56,651 469,065 525,715 Mar-26 56,651 469,065 525,715 Jun-26 56,651 469,065 525,715 Jun-26 56,651 469,065 525,715 Sep-26 56,651 469,065 525,715 Sep-26 56,651 469,065 525,715 Dec-26 56,651 469,065 525,715 Dec-26 56,651 469,065 525,715 Mar-27 56,337 469,065 525,402 Mar-27 56,337 469,065 525,402 Jun-27 56,337 469,065 525,402 Jun-27 56,337 469,065 525,402 Sep-27 56,337 469,065 525,402 Sep-27 56,337 469,065 525,402 Dec-27 56,337 469,065 525,402 Dec-27 56,337 469,065 525,402 Mar-28 56,229 469,065 525,294 Mar-28 56,229 469,065 525,294 Jun-28 56,229 469,065 525,294 Jun-28 56,229 469,065 525,294 Sep-28 56,229 469,065 525,294 Sep-28 56,229 469,065 525,294 Dec-28 56,229 469,065 525,294 Dec-28 56,229 469,065 525,294 Mar-29 55,882 469,065 524,946 Mar-29 55,882 469,065 524,946 Jun-29 55,882 469,065 524,946 Jun-29 55,882 469,065 524,946 Sep-29 55,882 469,065 524,946 Sep-29 55,882 469,065 524,946 Dec-29 55,882 469,065 524,946 Dec-29 55,882 469,065 524,946 Mar-30 55,555 469,065 524,620 Mar-30 55,555 469,065 524,620 Jun-30 55,555 469,065 524,620 Jun-30 55,555 469,065 524,620 Sep-30 55,555 469,065 524,620 Sep-30 55,555 469,065 524,620 Dec-30 55,555 469,065 524,620 Dec-30 55,555 469,065 524,620 Mar-31 55,225 469,065 524,289 Mar-31 55,225 469,065 524,289 Jun-31 55,225 469,065 524,289 Jun-31 55,225 469,065 524,289 Sep-31 55,225 469,065 524,289 Sep-31 55,225 469,065 524,289 Dec-31 55,225 469,065 524,289 Dec-31 55,225 469,065 524,289 Mar-32 54,889 469,065 523,954 Mar-32 54,889 469,065 523,954 Jun-32 54,889 469,065 523,954 Jun-32 54,889 469,065 523,954 Sep-32 54,889 469,065 523,954 Sep-32 54,889 469,065 523,954 Dec-32 54,889 469,065 523,954 Dec-32 54,889 469,065 523,954 Mar-33 54,800 396,099 450,899 Mar-33 54,800 396,099 450,899 Jun-33 54,800 396,099 450,899 Jun-33 54,800 396,099 450,899 Sep-33 54,800 396,099 450,899 Sep-33 54,800 396,099 450,899 Dec-33 54,800 396,099 450,899 Dec-33 54,800 396,099 450,899 Mar-34 54,278 0 54,278 Mar-34 54,278 0 54,278
Jun-34 54,278 0 54,278 Jun-34 54,278 0 54,278
Sep-34 54,278 0 54,278 Sep-34 54,278 0 54,278
Dec-34 54,278 0 54,278 Dec-34 54,278 0 54,278
Mar-35 21,714 0 21,714 Mar-35 21,714 0 21,714
Jun-35 21,714 0 21,714 Jun-35 21,714 21,714
Sep-35 21,714 0 21,714 Sep-35 21,714 21,714
Dec-35 21,714 0 21,714 Dec-35 21,714 21,714
Mar-36 0 0 0 Mar-36 0 0
Jun-36 0 0 0 Jun-36 0 0
Sep-36 0 0 0 Sep-36 0 0
Dec-36 0 0 0 Dec-36 0 0
Mar-37 0 0 0 Mar-37 0 0
Jun-37 0 0 0 Jun-37 0 0
Sep-37 0 0 0 Sep-37 0 0
Dec-37 0 0 0 Dec-37 0 0
Mar-38 92,881 92,881 Mar-38 92,881 92,881
Item 1K - Page 42

ATTACHMENT D

Item 1K - Page 43
Closing With Add'l City $ Without Add'l City $
Version: 10/28/2021 6/20/2023 7/3/2023
% Increase from 10/28/31
to 06/20/23
Red is noteworthy CHOC Notes LDC notes

SOURCES
City
Housing Successor Fund 1,800,000          1,800,000              1,800,000 Land Residual Loan 840,000              840,000                  840,000 Additional Gap Loan NA 2,857,410               ‐
County
HOME Funds 500,000              500,000                  500,000 Bank Perm Loan
Amount at closing 5,260,000          5,260,000              5,260,000 Amended Amount ‐                     1,238,064              1,238,064                     A good thing. This increase is the result of additional Section 8 vouchers from RivCo. This will help off‐set cost overruns
LIHTC Investor 13,777,507       17,546,517            17,531,550                  Ok; this will increase commensurately with increased costs.

GP‐Related Sources
GP Loan ‐ Certificated State Tax Credits 6,186,400 6,186,400 6,186,400 A good thing; certificating the tax credits (vs. not) increases project funding.

Deferred Developer Fee 328,000 1,307,331 1,307,331 According to CHOC, the removal of the GP Loan below ($883,695) was absorbed into this line item. Plausible, but not equal.

GP Equity 100 200,100 200,100 GP Loan 883,695 ‐ ‐ See above re: Deferred De veloper Fee.

Other
Credit Suisse First Boston 1,333,600 1,333,600 1,333,600 Mezzanine loan.

Deferred Interest on Soft Debt 32,240 50,375 50,375 Construction Loan
Tax‐Exempt Bond 15,176,717 19,405,061 18,114,846 This is the numerator of the 50% test.

Taxable Tail 8,263,283 10,381,909 11,645,525 This is a "second tranche" of taxable debt.

TOTAL SOURCES
TOTAL SOURCES 54,381,542        68,906,767            66,007,790                  27% TOTAL SOURCES NET OF CONSTRUCTION LOAN** 30,909,302       39,119,796            39,093,196 SHORTFALL ‐                     ‐                           2,845,777 USES
Acquisition
Land Cost or Value 840,000              840,000                  840,000 Legal and Carrying Costs 5,000                  5,000                      5,000 Hard Costs
Demolition 71,048               71,048                    71,048 Offsite work 215,805             215,805                  215,805 Site work 2,881,415         3,200,000              3,000,000 New construction 16,686,224       20,315,000            20,315,000 GC Construction Contingency ‐                     ‐                          ‐ Contractor general requirements, overhead, profit,
bond/insurance
2,762,444         3,000,000              3,000,000                     The "rounded‐ness" of this number makes me think it is an estimate.

Photovoltaics 648,000 1,000,000 1,000,000 The "rounded‐ness" of this number makes me think it is an estima
te.

Personal Property in Construction Contract 182,225 182,225 182,225 Furniture Purchased by Owner 40,000 110,000 110,000 ATTACHMENT D
LeSar Analysis ‐ Monarch Apartments ‐ Sources vs. Uses and other Comparisons Item 1K - Page 44
Closing With Add'l City $ Without Add'l City $
Version: 10/28/2021 6/20/2023 7/3/2023
% Increase from 10/28/31
to 06/20/23
Red is noteworthy CHOC Notes LDC notes
Construction contingency 1,172,358 150,000 150,000 Appropriate that this should be used, reduced.

Sub‐Total, Hard Costs 24,659,519 28,244,078 28,044,078 15% Soft Costs
Impact Fees (School fee) 200,000 240,000 240,000 20% Per CHOC: there are no exemptions or waiver of school fees for new residential
development. Fees were paid prior to
issuance of a building permit.

Appears that CHOC slightly under‐budgeted;
acceptable.

Permits and utility hookups 50,000 344,000 344,000 588% Per CHOC: "Significant power design changes requested by SCE occurred after
permit issuance."
This is a frequent occurrence; seems plausible.

Architecture 1,401,805 1,440,000 1,440,000 3% Survey, engineering 200,000 530,000 530,000 165% Makes me wonder what unforeseen circumstances they came across.

Envir
onmental (inc. NEPA and Phase II mitigations) 20,000 26,102 26,102 31% Soft cost contingency 90,181 30,000 30,000 ‐67% Prevailing wage monitoring fee 25,000 72,075 72,075 188% Special Inspections & Energy Consulting ‐ 562,000 562,000 100% Per CHOC, changes required to comply with CEC BUILD Program Implemented
February 2022. Included significant design
changes and energy certifications
https
://www.energy.ca.gov/programs‐and‐
topics/programs/building‐energy‐
efficiency‐standards/2022‐building‐energy‐
efficiency
During a previous meeting, CHOC conceeded that this
additional cost was elective on their part.

Costs of bond issuance 610,204 966,728 966,366 58% Likely because of additional CDLAC allocations Construction Loan Interest during construction 504,765 1,391,652 1,360,590 176% To be expected with project delays Construction loan interest post construction 490,743 518,857 523,697 6% To be expec ted with project delays Construction period interest on soft loans 32,240 50,376 50,376 56% To be expected with project delays Course of Construction Insurance 300,000 432,208 432,208 44% Per CHOC: "Insurance premiums increased as development progressed from vacant
land to actual building cost replacement
during construction. Due to COVID 19
construction delay
s required extending
Part of nationwide trend in rising insurance costs for
construction projects; seems plausible and unexpected.

Construction period taxes 20,000               20,000                    20,000                          0% Appraisal 10,000               10,000                    10,000                          0% Tax Credit Allocation Committee Fees 40,843               67,177                    67,160                          64% Legal Fees ‐ Organization 5,000                 5,000                      5,000                            0% Legal Fees‐ Syndication & Investor (Due Diligence) 105,000             202,519                  202,519                        93% Likely becaus e of additional CDLAC allocations and other challenges
Legal Fees‐ Sponsor 30,000               39,000                    39,000                          30% Legal ‐ Permanent loan closing 15,000               25,000                    25,000                          67% Title ‐ Permanent loan closing 15,000               5,000                      5,000                            ‐67% Market Study 24,800               34,800                    34,800                          40% Consultant ‐ Syndication 55,000               55,000                    55,000                          0% Marketing & Lease up 30,000               22,226                    22,226                          ‐26% Project Audit & Tax Prep 15,000               3,380                      3,380                            ‐77% Operatin
g Reserves ‐‐ 6 months 346,441             415,619                  415,619                        20% Makes sense that this would increase with increased perm loan.

Development Fee* 800,000 2,522,000 2,522,000 215% See schedule below.* Sub‐Total, Soft Costs 5,437,022 10,030,719 10,004,118 84% Truly an extraordinary increase vs. projections.

Construction Loan Repayment
Repayment of Construction Loan (Bond) 15,176,717 19,405,061 18,114,846 Repayment of Construction Loan (Taxable Tail) 8,263,283 10,381,909 11,645,525 TOTAL USES
TOTAL PROJECT COSTS 54,381,542 68,906,767 68,653,567 CHOC's financial consultant includes the repayment of
the construction loan in the soft costs; it is netted out, below.

Item 1K - Page 45
Closing With Add'l City $ Without Add'l City $
Version: 10/28/2021 6/20/2023 7/3/2023
% Increase from 10/28/31
to 06/20/23
Red is noteworthy CHOC Notes LDC notes
TOTAL PROJECT COSTS NET OF CONSTRUCTION 30,909,302 39,119,796 39,093,196 ADDITIONAL INFORMATION
*Development Fee Schedule
At Closing ‐ ‐ ‐ At & After Conversion ("at‐risk" fee) 472,000 1,214,669 1,214,669 50% Test Projections 51.50% 52.00% 48.58%
**LeSar calculating different number for this line item in two cases:

Total Project Costs 54,381,542 68,906,767 68,653,567 Less: Repayment of Construction Loan (Bond) (15,176,717) (19,405,061) (18,114,846) Tail) (8,263,283) (10,381,909) (11,645,525) LeSar calc 30,941,541 39,119,796 38,893,196 CHOC's financial consultant (CEI) calc 30,909,302 39,119,796 39,093,196 Difference of 32,239 ‐ (200,000) Item 1K - Page 46

ATTACHMENT E

Item 1K - Page 47

ATTACHMENT E
LeSar
Original 2nd Supplemental Bond
Available Sources Costs left to finish the project
Construction Loan Tax Exempt Taxable Total GC Contract Solar Contract Total Total Loan Amount** (TxEx+Txbl) $18,114,84 6 $11,645,525 $29,760,371 $24,580,181 $923,38 9 $25,503,570 Drawn to Date $9,060,692 $7,897,597 $16,958,28 9 $16,596,124 $336,200 $16,932,324 Total Remaining Balance (A B) $9,054,15 4 $3,747,928 $12,802,082 Remaining Balance $7,984,057 $587,18 9 $8,571,246 Less: Interest Reserve $635,000 $619,190 $1,254,190 Plus: Pending Change Orders $2,142,857 $55,85 2 $2,198,709 Adjusted Rem. Balance (C D) $8,419,15 4 $3,128,738 $11,547,892 Adjusted Rem. Balance $10,126,914 $643,041 $10,769,955 TEST $777,937
**Including 2nd Supp. Alloc.

Percent Drawn 50% 96%
New 3rd Supplemental Bond
Available Sources Costs left to finish the project
Construction Loan Tax Exempt Taxable Total GC Contract Solar Contract Total Total Loan Amount* (TxEx+Txbl) $19,405,061 $10,381,90 9 $29,786,970 $24,580,181 $923,38 9 $25,503,570 Drawn to Date $9,060,692 $7,897,597 $16,958,28 9 $16,596,124 $336,200 $16,932,324 Total Remaining Balance (A B) $10,344,36 9 $2,484,312 $12,828,681 Remaining Balanc e $7,984,057 $587,18 9 $8,571,246 Less: Interest Reserve $708,726 $682,926 $1,391,652 Plus: Pending Change Orders $2,142,857 $55,85 2 $2,198,709 Adjusted Rem. Balance (C D) $9,635,643 $1,801,38 6 $11,437,029 Adjusted Rem. Balance $10,126,914 $643,041 $10,769,955 TEST 667,074$
*Including 3rd Supp. Alloc.

Requested City Commitment 2,857,871$
Request less surplus 2,190,797$
Scheduled Fee 1,214,669$
Reduced Fee 547,595$
50% test confirmation
As requested Adjusted As proposed
Numerator 19,405,061 (667,074)$ 18,737,987$
Denominator 37,317,425 (667,074)$ 36,650,351$
Test 52.00% 51.13%
Item 1K - Page 48

ATTACHMENT F

Item 1K - Page 49

July 18, 2023

Mr. Vincent Nichols
Community Housing Opportunities Corporation
5030 Business Center Drive Ste 260
Fairfield, CA 94534

RE: FUNDING COMMITMENT IN THE AMOUNT OF TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000)

Dear Mr. Nichols,
Subject to approval by the Palm Springs City Council , an additional TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000) will be made available as permanent financing for the 60-unit affordable multi-family project in the City of Palm Springs located at 3290 N Indian Canyon Drive known as the Monarch Apartment Homes.

Upon such approval, the loan amount in the Disposition and Development Agreement dated April 4, 2019, by and between Community Housing Opportunities Corporation and the City of Palm Springs and Community Housing Opportunities Corporation will be increased accordingly.

Interest rate: 3% simple annual
Term of Affordability: 55 years
Term of Loan: 57 years
Repayment: Annual payments based on residual receipts
Collateral: Deed of trust secured by the land and improvements

Should you have any questions or require additional information, please contact Jay Virata, Community and Economic Development Director, at 760 -323-8228 or by email at [email protected].

Sincerely,

Scott C. Stiles
City Manager
Item 1K - Page 50

CITY COUNCIL STAFF REPORT
09/26/2023
SUBJECT:

APPROVE A TASK ORDER UNDER ON-CALL CONTRACT NO. A8874 FOR M.

ARTHUR GENSLER JR. & ASSOCIATES, INC., IN THE AMOUNT OF $261,500

FOR FIRE STATION SPACE PLANNING
RECOMMENDATION:

Authorize the City Manager to approve a task order under on-call Contract No.

A8874 in an amount not to exceed $261,500 with M. Arthur Gensler Jr. & Associates, Inc., an ‘on-call’ firm, for architectural design services for Fire Station Space Planning.

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

2. Attachments
Item 1L

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 26, 2023 CONSENT CALENDAR

SUBJECT: APPROVE A TASK ORDER UNDER ON- CALL CONTRACT NO. A8874 FOR M. ARTHUR GENSLER JR. & ASSOCIATES, INC., IN THE AMOUNT OF $261,500 FOR FIRE STATION SPACE PLANNING

FROM: Scott C. Stiles, City Manager

BY: Department of Maintenance & Facilities
Fire Department

SUMMARY:

Approval of this task order under on-call contract No. A8874 will allow the City to proceed with the initial design steps to add female firefighter living quarters to five existing fire stations and evaluate apparatus storage at Fire Stations 3 and 5. This project will provide an assessment of a method to either reconfigure existing interior space or provide an addition to the existing buildings to accommodate the desired additional living quarters and apparatus.

RECOMMENDATION:

1. Authorize the City Manager to approve a task order under on- call contract No.

A8874 in an amount not to exceed $261,500 with M. Arthur Gensler Jr. & Associates, Inc., an ‘on-call’ firm, for architectural design services for Fire Station Space Planning;

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

BUSINESS PRINCIPAL DISCLOSURE:

The Public Integrity Disclosure from M. Arthur Gensler Jr. & Associates, Inc. (Gensler), is included as Attachment A.

BACKGROUND:

The City currently uses architectural firms on an on- call basis to provide professional consulting services for improvement projects including buildings and other facilities.

Item 1L - Page 1
O
n February 22, 2021, staff posted Statement of Qualifications (SOQ) #08-21, for on-call architectural design services to solicit proposals from qualified architecture firms that could provide these services. By requesting SOQ’s periodically, the City positions itself to work with the most qualified firms. The SOQ was written to ensure that the selected firms have demonstrated successful experience and capacity to provide services to municipal government agencies similar to the City of Palm Springs.

On March 24, 2021, the City’s Procurement and Contracting Department received 18 proposals, and following a review of the proposals by a selection committee, the top six ranking firms were identified for selection and awarded on- call architectural design services contracts on June 10, 2021. When projects are available that need design services, staff request cost proposals from all available on-call architectural design firms to get a fair and reasonable price for the work. Task orders are then issued outlining the scope, schedule and cost of the project.

STAFF ANALYSIS:

The Fire Department continues to diversify their workforce, which includes seeking out female firefighters in their upcoming recruitment class, scheduled to take place in January 2024.

This project will evaluate the necessary living accommodations to the five existing fire stations. Also, with the arrival of new fire apparatus, additional space is required at Fire Stations 3 and 5. This project will provide an assessment of a method to either reconfigure existing interior space or provide an addition to the existing buildings to accommodate the desired additional living quarters and apparatus.

Each fire station will require a specialized solution and careful consideration for inserting a change to the internal layout. These fire stations were constructed over the last 60 years with varying structural systems, internal layouts, mechanical systems, and architectural expressions. The addition of sleeping spaces with restroom and locker facilities will possibly necessitate the relocation of some of the existing functional space given the necessity for immediate access to apparatus bays.

Staff issued a request for cost proposals for Architectural Design Services to the on- call firms on August 8, 2023. The City received one proposal from Gensler by the deadline on August 24, 2023. Following a review, Gensler’s proposal was found to be fair and reasonable for the work. A copy of the task order is included as Attachment B.

The proposal includes the following services:

Site Investigation:
- Information collection
- Site visits & observation
- Data assembly/research
Item 1L - Page 2
Sc
ope of work determination:
- Stakeholder coordination and program development
- Program development (determination of locations)
- Conceptual Designs (creation and review of space plans)

This phase of the project is estimated to take 16 weeks for a total cost not to exceed $261,500, as outlined below.

ENVIRONMENTAL ASSESSMENT
:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA. In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15301 "Existing Facilities," Class 1 projects consist of t he operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment, or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. Therefore, in accordance with Section 15301 (c), Staff has determined that the Fire Station Space Planning Project is considered categorically exempt from CEQA.

Item 1L - Page 3
Fire Station Space Planning
Role/Ta5k
Design Manag er
Project Architect
Intermediate Architect
Designer
Professional Fees:

Infor mation Site Visits &
COii ection Observat ion

12.00 8 .00
12 .00 8.00
72 .00 48.00

12.00 8.00
Project
Gensler $ 134,000.00
MEP $ 40,000.00
IT $ 15,000.00
structu ral $ 25,000.00
Code $ 20,000.00
Ovil $ 20,000.00
Total Fee $ 254 ,000 .00
Reimbu rsables $ 7,500.00
Tota l Fee & Reimbursab les $ 261 ,500.00
Data Stakeholder
Assemb ly/ Resea meet ings and
rch/Create program
background5 develop ment

16.00 12.00

96.00 72.00

16.00 12.00
Site
$26 ,800 Per Site
$8,000 Per Site
$3,000 Per Site
$5 ,ooo Per Site
$4,000 Per Site
$4,000 Per Site
Cr eat e space
plan5 and review
16 .00
16 .00
96 .00
32 .00
Tota l Hrs Total Fee

64.00 $ 19, 200.00
64 .00 $ 16,000 .00
384.00 $ 7 6,800 .00
80 .00 $ 22,000.00
$ 134,000 .00
ALI
GNMENT WITH STRATEGIC PLANNING:

This
project aligns with City Council Priority 2A – Improve City Facilities – and will assist in implementing the strategic planning task to Prioritize Deferred Maintenance.

FISCAL IMPACT:

Suffi
cient Deferred Maintenance funds are available in Facilities Maintenance Account 5206570-50119 for this purchase order with Gensler for on- call architectural design services.

REVIEWED BY:

Acting Department Director: Lauri Aylaian
Fire Chief: Paul Alvarado
Procurement & Contracting Director: Kim Baker
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:

A. Publi
c Integrity Disclosure Form
B. Task Order
Item 1L - Page 4

ATTACHMENT A
Item 1L - Page 5

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
 Corp
oration  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity
______________________
______________________  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 _________________________________
Item 1L - Page 6

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

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and
name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed
Name, Title
Date
Item 1L - Page 7
2020 Board of Directors
Joseph Brancato
Diane Hoskins
Robin Klehr Avia
Jordan Goldstein
Julia Simet
Andy Cohen
Rocco Gianetti
Judy Pesek
Whitley Wood
Ray Schick
John Adams
Janet Pogue McLaurin
Dan Winey
500 S. Figueroa Street
Los Angeles CA 90071
USA
Tel 213. 327. 3600
Fax 213. 327. 3601
Item 1L - Page 8
Gensler

ATTACHMENT B
Item 1L - Page 9
ARCHITECTURAL RESOURCES GROUP City of Palm Springs
Public Works
3200 E. Tahquitz Canyon Way
Agreement A8873
Palm Springs, CA 92262

TASK ORDER
NO. REVISION NO. ISSUE DATE TASK ORDER AMOUNT PAYMENT BASIS RECONCILED (only if NTE T&M) 01 9/27/2023 $261,500.00
TITLE: Fire Station Space Planning
SCOPE:

Agreement A8873; Architectural Resources Group proposal dated November 1, 2021 SUMMARY OF CONTRACT BALANCE:

CONTRACT AMOUNT $0.00
TASK ORDER 01 $261,500.00
TASK ORDER 02 $0.00
TOTAL EXPENDITURE TO DATE $261,500.00
EXCLUSIONS:

INCLUSIONS:

Schedule:

CITY OF PALM SPRINGS AUTHORIZATION CONTRACTOR/CONSULTANT ACCEPTANCE See attached proposal

DEPARTMENT HEAD CONTRACTOR/CONSULTANT
Date: __________________________
REFERENCE DOCUMENTS:

Architectural services to add female firefighter living quarters to five existing fire stations and evaluate apparatus storage at Fire Station 3 and 5. This project will provide an assessment of a method to either reconfigure existing interior space or provide an addition to the existing buildings to accommodate the desired additional living quarters and apparatus.

The preparation of a rough order magnitude cost for the project in not included.

Renderings of the proposed project are not included. Engineering and Architecture design. The intent of this project is to describe generally what needs to be done, not provide full design and engineering documents. Full existing conditions documents is not included. We are capturing enough data to address the program that is intended, but we are not fully documenting each Fire Station. Geotechnical investigations are excluded.

See proposal.

TASK ORDER FORM
NO

NTE T&M
Fixed Price
YES
N/A
Item 1L - Page 10 B B
Fire Station No. 1:
277 North Indian Canyon Way 92262
6 – Sleeping quarters, lockers, and restroom.

Fire Station No. 2:
300 El Cielo Road 92262
9 – Sleeping quarters, and lockers.

Item 1L - Page 11
Gensler
500 S. Figueroa
Los Angeles CA 90071
USA
September 20, 2023
Tabitha Richards
Tel 213.327.3600
Executive Program Administrator
Office of the Assistant City Manager
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Subject: Proposal:

Dear Ms. Richards:

Thank you for requesting a design services proposal from Gensler to prepare a site review and project definition/ conceptual layout for the 5 Fire Stations within the City of Palm Springs. We are excited to support the City with this project and look forward to working with the Fire Department and City teams.

Project Description:

The City of Palm Springs has undertaken a project to add female firefighter living quarters to 5 existing Fire Stations and add an apparatus bay at Fire Station 3 and 5. This project will provide an assessment of a method to either reconfigure existing interior space or provide an addition to the existing buildings to accommodate the desired additional living quarters and apparatus bays.

Upon initial review of the documents it appears that each building will require a specialized solution and careful consideration for inserting a change to the internal layout. The various buildings were constructed over last 60 years with varying structural systems, internal layouts, mechanical systems and architectural expression. The additional of sleeping spaces with restroom and locker facilities will possibly necessitate the relocation of some of the exiting functional space given the necessity for immediate access to apparatus bays.

Fire Stations Included in this project:
\\gen sler,ad\projects\0S\05.2097.000\ documentation\1 - general client\lc - contract s, proposals\ta sk_x_fire_stati on_interiors\p roposal\ 230921_r\2382 4_ps_fi restation analysis_r l.do c Fire Station No. 3:
590 E. Racquet Club Road 92262
4 – Sleeping quarters, and lockers.

Fire Station No. 4:
1300 S. La Verne Way 92264
4 – Sleeping quarters, and lockers.

Fire Station No. 5:
5800 Bolero Road 92264
4 sleeping quarters, and lockers.

Item 1L - Page 12
Gensler
Tabitha Richards
City of Palm Springs
September 20, 2023

Page 2 ends

Scope of work and Project Process
Information Collection and Review: Assemble existing drawings of the buildings from the pdfs that were provided. Prepare analysis of potential issues and opportunities for each station.

Site Visit: Undertake a site visit to each station to observe existing conditions , better understand how the building systems work , undertake an initial inventory of the equipment and other elements that need to be accommodated in the proposed spaces, and obtain site specific information about each building.

Revit Background: From the existing documentation, we will create a Revit background that we can use to prepare space plans with and share with the consultant team. We are not creating a final set of construction documents, but just enough documentation for the analysis and concept level planning for the project.

Functional Systems Research: Undertake research to better understand the typical, and state of the art, work flows, space adjacencies, and equipment needs within a Fire Station Facility.

Visioning Workshop: Meet with the stakeholder team to review the needs of each location and discuss the specific vision. Given the multiple facilities, it is anticipated that each station would initiall y need a separate meeting , and then with refinements to the feedback and development of the draft program and planning , multiple buildings could be reviewed in one meeting.

Meeting total for visioning: 5
Follow-up meetings: 3
Data Collection Summary: From the site visits and document research a summary of the existing conditions for each station will be prepared noting the areas that may require upgrade and the condition of the building systems.
•
•
•
Item 1L - Page 13
Gensler
Tabitha Richards
City of Palm Springs
September 20, 2023

Page 3 ends

Code Review
A code review will be prepared to outline the primary strategies for exiting, use and occupancy, building type, and accessibility.

Historic Architecture
It is understood that a few of the Fire Stations are designated historic resources. The design and stakeholder team will work with City Staff to define the historical elements that need to be considered for the project.

Sustainability
The design and stakeholder team will establish the sustainable goals for the project.

Project Definition Program: From the visions session, site visits, research and other stakeholder input, a program for the improvements to each station will be created, defining the specific spaces, equipment, and specialty functional requirements. This document will define the approach for the changes to each station and will be a guide for the eventual design of the spaces.

Space Planning: After programming and planning inputs have been collected and assembled, a space plan will be developed for each station. This plan will give a general indication of how the program will be accommodated in each facility, with agencies and functional flows indicat ed to support the program.

Deliverables:

The primary deliverables for this project will be:

Exclusions
Existing conditions analysis
Facility program for the renovations
Space plan for each Fire Station
The preparation of a Rough Order Magnitud e cost for the project is not included.

Renderings of the proposed project are not included.

Engineering and Architecture design. The intent of this project is to describe generally what needs to be done, not provide full design and engineering documents.

Full existing conditions documentation is not included . We are capturing enough date to address the program that is intended, but we are not fully documenting each Fire Station.

Geotechnical investigations are excluded.

Schedule
It is estimated that the work described will take approximately 12 to 16 weeks to complete.

Item 1L - Page 14
Gensler
Tabitha Richards
City of Palm Springs
September 20, 2023
Page4
Information Collection: 2-3 weeks
Site Visits: 2 weeks
Team:

Data Assembly and Research: 3-4 weeks
Programming and Workshops: 2-3 weeks
Space Plans and Review: 3-4 weeks
Gensler will lead the effort with the stakeholder team and bring in the consultant team for their contribution and expertise. We have included the following consultants: Mechanical, Electrical, Plumbing Engineering; Information Technology; Structural Engineering; Code and Accessibility: and Civil Engineering.

Fee Basis:

The project is proposed on a lump sum basis. Professional services are $254,000.00 plus reimbursable expenses of $7,500.00 for a total fee request of $261,500.00.

Professional Fees J
Gensler $ 134,000.00
MEP $ 40,000.00
IT $ 15,000.00
Structural $ 25,000.00
Code $ 20,000.00
Civil $ 20,000.00
Total Fee $ 254,000.00
Reimbursables $ 7,500.00
Total Fee and Reimbursable $ 261,500.00
Please let us know if you have questions or require additional information.

Sincerely,
Neil McLean, Senior Associate
c: Keith Thompson / Gensler

CITY COUNCIL STAFF REPORT
09/26/2023
SUBJECT:

APPROVE CONTRACT SERVICES AGREEMENT NO. 23B206 WITH M. BREY

ELECTRIC, INCORPORATED DBA MBE CONSTRUCTION FOR ON-CALL

ELECTRICAL REPAIR AND INSTALLATION SERVICES FOR PALM SPRINGS

INTERNATIONAL AIRPORT
RECOMMENDATION:

Approve Contract Services Agreement 23B206 with M. Brey Electric, Incorporated dba MBE Construction to provide on-call electrical repair and installation services for the Palm Springs International Airport in an amount not to exceed $600,000 for the initial three-year term beginning October 1, 2023, through September 30, 2026, with two one-year extension options at the City’s sole discretion.

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

Attachments
Item 1M

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 26, 2023 CONSENT CALENDAR

SUBJECT: A PPROVE CONTRACT SERVICES AGREEMENT NO. 23B20 6 WITH M.

BREY ELECTRIC, INCORPORATED DBA MBE CONSTRUCTION FOR

ON-CALL ELECTRICAL REPAIR AND INSTALLATION SERVICES FOR

PALM SPRINGS INTERNATIONAL AIRPORT

FROM: Scott C. Stiles, City Manager

BY: Department of Aviation

SUMMARY:

This action will approve Contract Services Agreement No. 23B206 with M. Brey Electric, Incorporated dba MBE Construction, in an amount not to exceed $6 00,000, for on- call electrical repair and installation services for Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve Contract Services Agreement 23B 206 ( Attachment A ) with M. Brey Electric, Incorporated dba MBE Construction to provide on-call electrical repair and installation services for the Palm Springs International Airport in an amount not to exceed $600,000 for the initial three-year term beginning October 1, 2023 through September 30, 2026, with two one- year extension options at the City’s sole discretion.

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

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form ( Attachment B) submitted on August 28, 2023, M. Brey Electric, Incorporated dba MBE Construction is registered in the State of California.

BACKGROUND:

Historically, the Airport has relied on the Facilities and Maintenance D epartment to support the Airport’s electrical operations and maintenance needs; however, the Airport has need for a standalone agreement for electrical repairs and installation services .

Item 1M - Page 1
City Council Staff Report
September 26, 2023 -- Page 2
Award On-Call Electrical Repairs-Installation Services Contract

These services are essential to maintain the Airport’s operations, safety , and security, including maintaining airfield lighting according to Feder al Aviation Administration regulations. With the Airport serving as a vital transportation hub, connecting travelers to domestic and international destinations , Contract Services Agreement No. 23B206 with Brey Electric, Incorporated dba MBE Construction will furnish the labor, materials, and equipment to perform electrical repairs as requested by the Airport.

STAFF ANALYSIS:

The contract with M. Brey Electric, Incorporated dba MBE Construction is an on-call, as- needed type contract. The bids were used to determine the lowest, responsive, responsible bidder and to set the unit rates for the contract; however, the actual amount of the contract is based on the budgeted amount set by the Department and will therefore not match the bid amounts.

An Invitation for Bids (IFB 23-38 ) was initiated by the City’s Procurement & Contracting Department on August 3, 2023, based on the Department of Aviation 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 August 29 , 2023, deadline as follows:

Vendor Bid
M. Brey Electric, Incorporated dba MBE Construction, Beaumont, CA $38,370.00 AMTEK Construction, Orange, CA $44,361.85

The contract is for three years with two one-year options to renew. The unit pricing is fixed for the first year and subject to CPI increase in the following years. Staff r ecommends approval of Contract Services Agreement No. 23B206 with M. Brey Electric, Incorporated dba MBE Construction for the initial three-year term in the amount not to exceed $600,000 effective October 1, 2023 through September 30, 2026, subject to two one- year optional renewals at the sole discretion of the City.

The on-call contract will cover parts, labor, equipment rental, and subcontractors . Staff has budgeted $200,000 for Fiscal Year 2023-24, and $200,000 will be budgeted for Fiscal Years 2024- 25 and 2025 -26 respectively to ensure that funding is available for any unforeseen maintenance and repair services.

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 Item 1M - Page 2
City Council Staff Report
September 26, 2023 -- Page 3
Award On-Call Electrical Repairs-Installation Services Contract

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 2A , Community Infrastructure – Improve City Facilities.

FISCAL IMPACT:

Funding in the amount of $200,000 is budgeted in the Department of Aviation, Terminal Building Operations Account 4157050- 40105 in Fiscal Year 202 3-24. T he remaining annual amounts will be budgeted in future fiscal years.

REVIEWED BY:

Executive Director: Harry Barrett, Jr.

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

ATTACHMENTS:

A. Contract Services Agreement No. 23B206
B. Public Integrity Disclosure Form
Item 1M - Page 3

ATTACHMENT A
AGREEMENT NO. 23B206 WITH
M. BREY ELECTRIC, INC.DBA MBE CON STRUCTION
Item 1M - Page 4

Revised 4.13.23 Page 1 of 69

CONTRACT SERVICES AGREEMENT 23B206

ON-CALL ELECTRICAL REPAIRS AND INSTALLATION SERVICES

FOR PALM SPRINGS INTERNATIONAL AIRPORT

THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 1, 2023, by and between the City of Palm Springs , a California charter city and municipal corporation (“City”), and M. BREY ELECTRIC, INCORPORATED DBA MBE CONSTRUCTION, a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS

A. City requires the services of a licensed and qualified firm to provide on- call Electrical repair and installation services for Palm Springs International Airport, (“Project”).

B. Contractor has submitted to City a proposal to provide on- call Electrical repair and installation services for Palm Springs International Airport , to City under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

NOW, 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 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.

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1.3 Licenses and Permits . Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.

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

2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of 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 $600,000.00.

3.2 Method of Payment . In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes . In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

A. To provide for revisions or modifications to documents , work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

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

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Revised 4.13.23 Page 3 of 69

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.

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event , if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. 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. 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 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 t his Agreement, this Agreement shall continue in full force and effect for a period of three years , commencing on October 1, 2023, and ending on September 30, 2026, unless extended by mutual written agreement of the Parties . In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms.

4.5 Termination Prior to Expiration of Term . City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor . W here termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of 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 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 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 corrective act ion.

Item 1M - Page 7

Revised 4.13.23 Page 4 of 69

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 Contractor is designated as being the principal and repre sentative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services : Matthew Brey, President . It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of 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.

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

5.3 Prohibition Against Subcontracting or Assignment . The exper ience, knowledge, education, capability, and reputation of Contractor , its principals 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 Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions 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, Contractor 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. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor , its agents or employees, perform the Services required, except as otherwise specified . Contractor shall perform all required Services as an independent contractor 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 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 wa ges, 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 in any manner.

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Revised 4.13.23 Page 5 of 69

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, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:

Matthew Brey 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 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 S ervices are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for cons truction, 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 cla ims, 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 Industria l Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

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

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor ’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Item 1M - Page 9

Revised 4.13.23 Page 6 of 69

Parties”), from and against any and all 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 limited to Claims arising from injuries to or death of persons ( Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties . Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor ’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the C laims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement , and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the 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 perfor m 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. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies Item 1M - Page 10

Revised 4.13.23 Page 7 of 69

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 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, 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, 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 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.

9.3 Waiver . No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor . Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

9.4 Rights and Remedies are Cumulative. Except with 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 Item 1M - Page 11

Revised 4.13.23 Page 8 of 69

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 law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.

9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non- judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. 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 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 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, o r 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 ent er 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
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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 Contractor: M. Brey Electric, Incorporated dba MBE Construction Attention: Matthew Brey
408 Elm Ave.

Beaumont, CA 92223

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.

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

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

12. COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA'S ACTIONS IN UKRAINE.

When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

13. FEDERAL PROVISIONS
Since funding for the Services is provided, in whole or in part, by the Federal Aviation Administration, Supplier shall also fully and adequately comply with the provisions included in Exhibit “D” attached hereto and incorpo rated herein by reference (“Federal Provisions”). With respect to any conflict between such Federal Provisions and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND M. BREY ELECTRIC, INCORPORATED DBA MBE CONSTRUCTION

IN WITNESS WHEREOF, the 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

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EXHIBIT “A”

CONTRACTOR’S

SCOPE OF SERVICES/WORK

Including,

Schedule of Fees

And

Schedule of Performance

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1.1 Scope:

A. Contractor shall furnish labor, materials, and equipment to perform electrical repair, maintenance and installation (Work) on an as -requested basis at the Palm Springs International Airport (PSP). The scope of Work shall include, but is not limited to:
general electrical repairs, installation, troubleshooting, testing, inspecting, IR scanning, wiring, wire management, distribution equipment testing and repair, cable pulling, lighting upgrades, high and low voltage, and other work normally under the jurisdiction of a licensed electrical construction contractor, the National Electrical Contractors Association. (Work). Medium (2400 VAC to 69,000 VAC), and Low (600 VAC and under) voltage Work are included under this contract. Additionally, the contractor should be familiar with airfield lighting and the FAA regulations governing this work. Specifications can be found in FAA AC 150/5340- 30J, AC 150/5345-46E, AC 150/5345-53D or their most recent versions, and other documents that may be referenced by PSP personnel. This may include project estimation and budgeting of work. All installation work shall be performed by a Journeyman or greater skilled tradesperson.

B. All inspection and repair work are to be performed in accordance with the both the manufacturer of repair materials and the requirements set forward by the FAA.

C. Contractor shall prepare and provide a written report with photos to the Airport (PSP) upon completion of inspections.

D. Prior to beginning any work at a site, the Contractor shall co- ordinate all work with Airport Operations and Airport Maintenance.

E. Compliance with regulations and permits: Contractor shall comply with or exceed all relevant statutes, codes, rules, and regulations as may be applicable to this contract and shall be responsible for securing any and all permits as required by the governing authority. The Airport (PSP) shall reimburse the Contractor for only the actual cost of said permits.

F. Disposal and salvage of waste material: Contractor must dispose of or salvage all waste material generated by its service operations under the contract in an off -site location, in compliance with all applicable laws and regulations. PSP encourages Contractor to salvage material in an environmentally friendly manner if possible. PSP retains the right to retain materials or have another party salvage material, at the discretion and direction of the facility manager.

G. All work shall be performed by and billed to the lowest applicable job class level.

The Contractor must receive prior written approval from the PSP before assigning more than one (1) trade person per job. On jobs requiring more than three (3) trade persons, the Contractor shall be required to designate one (1) employee to perform the duties and responsibilities of Foreman and that person shall receive compensation as such.

H. Correction of work deficiencies: The Contractor shall correct work rejected by the Airport (PSP) as failing to conform to the requirements in the project documents within thirty days. The Contractor shall bear the cost of correcting such rejected work, including the costs of uncovering, replacement, and additional testing. If the Item 1M - Page 17

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Contractor fails to commence correction of nonconforming work within a seven- day period after written notice, the Airport (PSP) may correct the deficiencies by other means. In such case, the PSP may exercise rights and remedies as provided in section

9.4 of agreement. In addition to the Contractor’s other obligations, the contract shall, for a period of one year after substantial completion, correct work not conforming to the requirements of the work.

I. Equipment and supplies: Contractor is to provide, at no additional cost to the Airport (PSP), all necessary equipment, hand, and power tools and supplies typically used by the job classification and/or assigned trade person. Mechanical or other equipment used for Work must be of a type that is approved by the industry and shall be operated in such a manner as not to cause danger of any nature to employees or other persons or damage to the building structure, fixtures, furnishings, etc. The Airport (PSP), at its sole and absolute discretion, may approve to pay for equipment, tools, or materials it determines is not typical of that job classification. Contractor must not store equipment and/or supplies on any PSP property.

J. General safety requirements: The Contractor shall be responsible for all safety precautions required in connection with their work, including regulations of the Occupational Safety and Health Administration (OSHA) and other governing agencies. The Airport (PSP) reserves the right to oversee all service work from a safety standpoint and require the Contractor to take appropriate action to ensure safety and code compliance.

K. Damages: Necessary precautions shall be taken at all times to protect persons, property and equipment from injury or damage. Any damage shall be reported, reviewed, and discussed with the facility manager.

L. Security: The Contractor is responsible for ensuring all entries/exits to the work area are secure during the discharge of their duties (doors must not be propped open). The Contractor does not have the authority and shall not grant access to any person requesting entry into the building or specific work area. Any items or articles of apparent value found by the Contractor’s personnel in any areas of the building or site shall be turned over to the facility manager or on- site Security. Any suspicious articles that may be found, or persons loitering or conducting themselves in a manner to arouse suspicion or possibly in need of help, shall be immediately reported to Police.

M. Uniforms and face coverings: The Contractor shall be required to properly uniform its service personnel and they shall present a clean and neat appearance at all times.

Contractor must abide by PSP’s requirements for visiting City buildings, including wearing required face coverings when applicable. Contractor vehicles must display company name and logo.

N. Contractor’s employees must act in a professional manner at all times and abide by all local, state and federal laws. Contractor’s employees deemed noncompliant by PSP will be removed immediately and replaced within twenty -four (24) hours.

Contractor’s employees must submit to weapons screening as directed. Contractor’s employees must be able to understand, read and communicate in English under the Item 1M - Page 18

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performance of this Contract. Contractor must observe and comply with all of Airport (PSP) present and future rules and regulations regarding conduct on the premises.

O. Contractor will be responsible for Security access badging a ll necessary staff and for the Signatory Authority required to gain SIDA access. Additional information regarding the badging process can be found at:
https://flypsp.com/business/badging-
aoa-permits/.

1.2 Pricing:

1. The pricing included in this Contract shall be firm for the first year.

2. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino-Ontario Areas.

3. The City will only pay for the items listed on the bid form, and permit and disposal fees. This does not include access to public utilities. Contractor must incorporate all of its costs in its unit bid prices, including but not limited to labor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck charges, fuel charges, service call charges, parking, delivery, portal -to-portal charges, environmental fees, shop supplies and consumable incidental materials. The City will not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items.

1.3 Payment:

The resulting contract for these services is an on- call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contra ct will be compensated on a time and material basis as outlined in the Invoicing Section.

1.4 Invoicing:

Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for the actual hours worked at the rates shown in the contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual cost with receipts required with allowable markup as outline in the contract. Contrac tor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submi tted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval.

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Item 1M - Page 20

ATTACHMENT G

BID FORM
INVITATION FOR BIOS (IFB 23-38)

ON-CALL ELECTRICAL REPAIRS AND INSTALLATION SERVICES FOR PSP Respond ing to this IFB for on-call electrical repairs and installation services for the Palm Springs International Airport (PSP). the undersigned bidder proposes and agrees to provide the services and work in accordance with the specifications. Bidder proposes and agrees to furnish all labor, equipment. materials, supervision, and service necessary to complete said Work in accordance with the Specifications of the City of Palm Springs and will accept as full payment therefore, the following unit cost amounts. The City of Palm Springs wi'II not accept any add~ional charges, fees, etc. that are not already included or incorporated in the below unit costs.

ITEM DESCRIPTION UNIT EST1IMATED UNIT PRICE SUBTOTAL QUANTITY 1 Foreman Regular Billing Rate HR 50 $149.00 $7,450.00 (7:00AM - 5:00PM) 2 Foreman Overtime Billing Rate HR 5 $192.00 $960.00 (5:00PM - 7:00AM) 3 Foreman Holiday Billing Rate HR 5 $235.00 $1 ,175.00 (Saturday/Sunday/Hol iday) 4 Journeyman Regular Billing Rate HR 100 $147.00 $14,700 .00 (7:00AM - 5:00PM) 5 Journeyman Overtime Billing Rate HR 5 $190.00 $950.00 (5:00PM - 7:00AM) 6 Journeyman Holiday Billing Rate HR 5 $232.00 $1,160.00 (Saturday/Sunday/ Holiday) Wiring Systems Techn ician
7 Regular Billing Rate HR 25 S116.00 $2,900.00
17:00AM - 5:00PM\
Wiring Systems Technician
8 Overtime Billing Rate HR 5 $150.00 $750.00
15:00PM - 7 :00AM)
Wiring Systems Technician Hollda
9 Bi'lling Rate HR 5 $184.00 $920.00
(Saturdav/Sundav/Holidavl
10 Apprentice Regular Billing Rate HR 25 $105.00 $2,625.00 (7 :OOAM - 5:00PM) 11 Apprentice Overtime Billing Rate HR 5 $131.00 $655.00 (5,:00PM - 7:00AM)

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Item 1M - Page 21
12 Apprentice Holiday Billing Rate HR 5 $ 165.00 $825.00 (Saturday/Sunday/Hol iday) 13 Parts and Materials (Enter your % % $1,000 10% $1,100.00 mar1<-up for parts & materials) 14 Equipment Rental (Enter your % % $1,000 10% $1,100.00 mar1<-up for equipment ren tals) 15 Subcontractor (Enter your % marl< % $1,000 10% $1,100.00 up for subcontractors) TOT AL (Enter this amount i n PlanetBids) $38,370.00
·Note: This bid fonm 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.

Finm Name: M. Brey Electric, Inc. dba MBE Ccnstruction
DIR Number: 1000005926
Signature of Authorized Perso~ L '--?_.._
Printed Name: Matthew Brey
Title: Presiden t
Date: 8/28/2023

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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)
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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 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 of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and 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 d ollars ($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 its respective elected offi cials, 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 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 Item 1M - Page 23

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contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

4. Errors and Omis sions 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 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 of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, 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 coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required 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, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

B. " This insurance is primary and non- contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or " for any and all work performed with the City" may be included in this statement).

C. " Should any of the above- described policies be 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.

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D. Both the Workers’ Compensation and Employers' Liability policies 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 listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the 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, 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.

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Exhibit C

EXECUTIVE ORDER N-6-22 CERTIFICATION

Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of P alm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.

The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contra ctor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor.

This certification is made under the laws of the State of California.

Signature:

Printed Name:

Title:

Firm Name:

Date:

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Exhibit D

FEDERAL AVIATION ADMINISTRATION

FEDERAL PROVISIONS

Provision
Reference Provision Description
Page
No.

FAA - 01 Access to Records and Reports 2
FAA - 02 Affirmative Action Requirement * 3
FAA – 03 Breach of Contract Terms 5
FAA – 04 Buy American Preference * 6
FAA – 05 Civil Rights General 7
FAA – 06 Civil Rights – Title VI Assurances * 8
FAA – 07 Clean Air and Water Pollution Control 11
FAA – 08 Contract Work Hours and Safety Standards Act Requirements 12 FAA – 09 Copeland Anti-Kickback Act 14
FAA – 10 Davis Bacon Requirements 15
FAA – 11 Debarment and Suspension * 22
FAA – 12 Disadvantaged Business Enterprise * 23
FAA – 13 Distracted Driving 25
FAA – 14 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
26 FAA – 15 Drug Free Workplace Requirements (not applicable to Contractors)
27 FAA – 16 Equal Employment Opportunity 28
FAA – 17 Federal Fair Labor Standards Act * 36
FAA – 18 Lobbying and Influencing Federal Employees 37
FAA – 19 Prohibition of Segregated Facilities 38
FAA – 20 Occupational Safety and Health Act of 1970 39
FAA – 21 Procurement of Recovered Materials * 40
FAA – 22 Right to Inventions 41
FAA – 23 Seismic Safety 42
FAA – 24 Tax Delinquency and Felony Convictions* 43
FAA – 25 Termination of Contract 44
FAA – 26 Trade Restriction Certification (Foreign) * 45 FAA – 27 Veteran’s Preference 47
FAA – 28 Domestic Preferences for Procurements * 48

*Solicitation Clause also
Updated 2.8.2023
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FAA - 01 Access to Records and Reports
APPLICABILITY – pertains to all contracts.

The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the City, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

Reference: 2 CFR § 200.334, 2 CFR § 200.337, FAA Order 5100.38 Item 1M - Page 28

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FAA - 02 Affirmative Action Requirement

NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO

ENSURE EQUAL EMPLOYMENT OPPORTUNITY
APPLICABILITY – pertains to all contracts over $10,000 as follows:

Construction – AIP funded construction work contracts and subcontracts that exceed $10,000.

Construction work means construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection and other onsite functions incidental to the actual construction.

Equipment – any equipment project exceeding $10,000 that involves installation of equipment onsite (e.g., electrical vault equipment). This provision does not apply to equipment acquisition projects where the manufacture of the equipment takes place offsite at a manufacturer’s plant (e.g., firefighting and snow removal vehicles).

Professional Services – any professional service agreement if the professional services agreement includes tasks that meet the definition of construction work [as defined by the U .S.

Department of Labor (DOL)] and exceeds $10,000. Examples include installation of monitoring systems (e.g., noise, environmental, etc.).

Property/Land – any agreement associated with land acquisition if the agreement includes construction work (defined above) that exceeds $10,000. Examples include demolition of structures or installation of boundary fencing.

REQUIREMENTS -

1. The Contractor’s attention is called to the “Equal Opportunity Clause” and the “Standard Federal Equal Employment Opportunity Construction Contract Specifications” set forth herein.

2. The goals and timetables for minority and female participation, expressed in percentage terms for the Contractor’s aggregate workforce in each trade on all construction work in the covered area, are as follows:

Timetables
Goals for minority participation for each trade: [N/A]
Goals for female participation in each trade: [N/A]
These goals are applicable to all of the Contractor’s construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the Contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the Contractor also is subject to the goals for both its federally involved and nonfederally involved construction.

The Contractor’s compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR 60- 4.3(a) and its efforts to meet the goals. The hours of minority and female employment and training must be Item 1M - Page 29

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substantially uniform throughout the length of the contract, and in each trade, and the Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor’s goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR Part 60-

4. Compliance with the goals will be measured against the total work hours performed.

3. The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs (OFCCP) within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed.

4. As used in this notice and in the contract resulting from this solicitation, the “covered area” is California, Riverside County, Palm Springs.

Reference: 41 CFR Part 60-4
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FAA – 03 Breach of Contract
APPLICABILITY – required for all contracts that exceed the simplified acquisition threshold as stated in 2 CFR Part 200, Appendix II (A). This threshold is occasionally adj usted for inflation and is $250,000.

REQUIREMENT -
See Section 4.5 of the Agreement.

Reference: 2 CFR § 200 Appendix II(A)
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FAA – 04 Buy American Preferences
APPLICABILITY – required for contracts defined as follows:
• Construction Projects involving the replacement, rehabilitation, reconstruction of airfield surfaces such as on runways, taxiways, taxilanes, aprons, roadways, parking lots, etc. – Insert the Certificate of compliance to FAA Buy American Preference based on Construction Projects.
• Equipment and Buildings Projects involving and including the acquisition of equipment such as snow removal equipment, navigational aids, wind cones, and the construction of buildings such as hangars, terminal development, lighting vaults, aircraft rescue & firefighting buildings, etc. - Insert the Certificate of Compliance with FAA Buy American Preference Based on Equipment/Building Projects.

REQUIREMENT -
The Contractor certifies that all constructions materials, defined to mean an article, material, or supply other than an item of primarily iron or steel; a manufactured product; cement and cementitious materials; aggregates such as stone, sand, or gravel; or aggregate binding agents or additives that are or consist primarily of: non- ferrous metals; plastic and polymer -based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); glass (including optic glass); lumber; or drywall used in the project are manufactured in the U.S.

Reference: Title 49 USC § 50101
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FAA – 05 Civil Rights General
APPLICABILITY – required for all contracts regardless of funding source.

REQUIREMENT -
In all its activities within the scope of its airport program, the Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including se xual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

Reference: 49 USC § 47123
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FAA – 06 Civil Rights – Title VI Assurances
APPLICABILITY – required for all contracts.

REQUIREMENT -
Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non- discrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (N on-discrimination in Federally -Assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance); • The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987 (PL 100- 259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal -aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations (ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); Item 1M - Page 34

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• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs [70 Fed. Reg. 74087 (2005)];
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC § 1681, et seq).

Compliance with Nondiscrimination Requirements:

During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows:

1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3. Solicitations for Subcontracts, including Procurements of Materials and Equipment:

In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the Contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the City or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

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a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the City or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

Reference: 49 USC § 47123, FAA Order 1400.11
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FAA – 07 Clean Air/Water Pollution Control
APPLICABILITY – This provision is required for all contracts and lower tier contracts that exceed $150,000.

REQUIREMENT -
If the Agreement exceeds $150,000, Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 USC § 1251-1387). The Contractor agrees to report any violation to the City immediately upon discovery. The City assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration.

Contractor must include this requirement in all subcontracts that exceeds $150,000.

Reference: 2 CFR § 200, Appendix II(G); 42 USC § 7401; 33 USC § 1251

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FAA – 08 Contract Work Hours and Safety Standards
APPLICABILITY – This provision is required for contracts as follows:

Contract Work Hours and Safety Standards Act Requirements (CWHSSA) (40 USC §§ 3702 & 3704) requires contractors and subcontractors on covered contracts to pay laborers and mechanics employed in the performance of the contracts not less than one and one- half times their basic rate of pay for all hours worked over 40 in a workweek.

CWHSSA prohibits unsanitary, hazardous, or dangerous working conditions on federally - assisted projects. The Wage and Hour Division (WHD) within the U.S. Department of Labor (DOL) enforces the compensation requirements of this Act, while DOL’s Occupational Safety and Health Administration (OSHA) enforces the safety and health requirements.

Contract Types –
Construction – This provision applies to all contracts and lower tie r contracts that exceed $100,000, and employ laborers, mechanics, watchmen, and guards.

Equipment – This provision applies to any equipment project exceeding $100,000 that involves installation of equipment onsite (e.g., electrical vault equipment). This provision does not apply to equipment acquisition projects where the manufacture of the equipment takes place offsite at the vendor plant (e.g., ARFF and SRE vehicles).

Professional Services – This provision applies to professional service agreements that exceed $100,000 and employs laborers, mechanics, watchmen, and guards. This includes members of survey crews and exploratory drilling operations.

Property – While most land transactions do not involve employment of laborers, mechanics, watchmen, and guards, under certain circumstances, a property acquisition project could require such employment. Examples include the installation of property fencing or testing for environmental contamination

CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS

1. Overtime Requirements.

No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; Liability for Unpaid Wages; Liquidated Damages.

In the event of any violation of the clause set forth in paragraph (1) of this clause, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this clause, in the sum of $29 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause.

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3. Withholding for Unpaid Wages and Liquidated Damages.

The Federal Aviation Administration (FAA) or the City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause.

4. Subcontractors.

The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause.

Reference: 2 CFR Part 200, Appendix II(E); 2 CFR § 5.5(b); 40 USC § 3702; 40 USC § 3704
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FAA – 09 Copeland Anti-Kickback

APPLICABILITY -
The Copeland (Anti-Kickback) Act (18 USC § 874 and 40 USC § 3145) makes it unlawful to induce by force, intimidation, threat of dismissal from employment, or by any other manner, any person employed in the construction or repair of public buildings or public works, financed in whole or in part by the United States, to give up any part of the compensation to which that person is entitled under a contract of employment. The Copeland Act also requires each contractor and subcontractor to furnish weekly a statement of compliance with respect to the wages paid each employee during the preceding week.

Contract Types –
Construction – This provision applies to all construction contracts and subcontracts financed under the AIP that exceed $2,000.

Professional Services –The emergence of different project delivery methods has created situations where Professional Service Agreements (PSAs) include tasks that meet the definition of construction, alteration, or repair as defined in 29 CFR Part 5. If such tasks result in work that qualifies as construction, alteration, or repair and it exceeds $2,000, the PSA must incorporate the Copeland Anti-kickback provision.

Property –Ordinarily, land acquisition projects would not involve employment of laborers or mechanics and thus the Copeland Anti-Kickback provision would not apply. However, land projects that involve installation of boundary fencing and demolition of structures would involve laborers and mechanics. The City must include this provision if the land acquisition project involves employment of laborers or mechanics for a contract exceeding $2,000.

REQUIREMENT -
Contractor must comply with the requirements of the Copeland “Anti -Kickback” Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor regulation 29 CFR part 3. Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the City, a weekly statement on the wages paid to each employee performing on covered work during the prior week. City must report any violations of the Act to the Federal Aviation Administration.

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FAA – 10 Davis Bacon Requirements

APPLICABILITY -
The Davis -Bacon Act (40 USC §§ 3141- 3144, 3146, and 3147) ensures that laborers and mechanics employed under the contract receive pay no less than the locally prevailing wages and fringe benefits as determined by the Department of Labor.

Contract Types –
Construction – all construction contracts and subcontracts that exceed $2,000 and include funding from the AIP.

Equipment – This provision applies to all equipment installation projects (e.g., electrical vault improvements) financed under the AIP that exceed $ 2,000. This provision does not apply to equipment acquisitions where the equipment is manufactured at the vendor’s plant (e.g., SRE and ARFF vehicles)
Professional Services – The emergence of different project delivery methods has created situations where Professional Service Agreements (PSAs) includes tasks that meet the definition of construction, alteration, or repair as defined in 29 CFR Part 5. If such tasks result in work that qualifies as construction, alteration, or repair and it exceeds $2,000, the PSA must incorporate this clause.

Property – Ordinarily, land acquisition projects would not involve employment of laborers or mechanics and thus the provision would not apply. However, land projects that involve installation of boundary fencing and demolition of structures would involve laborers and mechanics. The City must include this provision if the land acquisition project involves employment of laborers or mechanics for a contract exceeding $2,000.

Fencing Projects – Fencing projects that exceed $2,000 must include this provision.

DAVIS-BACON REQUIREMENTS

1. Minimum Wages.
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage Item 1M - Page 41

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determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the Davis-Bacon poster (WH -1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers.
(ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage determination;
(2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the Contractor, the laborers, or mechanics to be employed in the classification, or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
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shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

2. Withholding. The Federal Aviation Administration or the CIty shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the Federal Aviation Administration may, after written notice to the Contractor, City, Applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

3. Payrolls and Basic Records.
(i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker; his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 1(b)(2)(B) of the Davis -Bacon Act); daily and weekly number of hours worked; deductions made; and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records that show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit the payrolls to the applicant, the City, or Owner, as the case may be, for transmission to the Federal Aviation Item 1M - Page 43

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Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR § 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee’s social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker and shall provide them upon request to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit them to the applicant, the City, or Owner, as the case may be, for transmission to the Federal Aviation Administration, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, City, or Owner).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under 29 CFR § 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR § 5.5 (a)(3)(i), and that such information is correct and complete; (2) That each laborer and mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code.
(iii) The Contractor or subcontractor shall make the records required under paragraph (3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the City, the Federal Aviation Administration, or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency Item 1M - Page 44

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may, after writte n notice to the Contractor, the City, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR § 5.12.

4. Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Off ice of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the Contractor’s or subcontractor’s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.

Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an appr enticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR § 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the Item 1M - Page 45

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trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30.

5. Compliance with Copeland Act Requirements.

The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract.

6. Subcontracts.

The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR §§ 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR § 5.5.

7. Contract Termination: Debarment.

A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR § 5.12.

8. Compliance with Davis-Bacon and Related Act Requirements.

All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract.

9. Disputes Concerning Labor Standards.

Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.

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10. Certification of Eligibility.
(i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR §

5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR § 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC § 1001.

Reference: 2 CFR Part 200, Appendix II(D); 29 CFR Part 5; 49 USC § 47112(b); 40 USC §§ 3141-3144, 3146, and 3147
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FAA – 11 Debarment and Suspension
APPLICABILITY - This requirement applies to covered transactions, which are defined in 2 CFR part 180 (Subpart B). AIP funded contracts are non- procurement transactions, as defined by 2 CFR § 180.970. Covered transactions include any AIP -funded contract, regardless of tier, that is awarded by a contractor, subcontractor, supplier, consultant, or its agent or representative in any transaction, if the amount of the contract is expected to equal or exceed $25,000. This includes contracts associated with land acquisition projects.

REQUIREMENT -
A11.3.1 Bidder or Offeror Certification
By submitting a bid/proposal under the solicitation for this contract, the Contractor mus t have certified that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction.

A11.3.2 Lower Tier Contract Certification

CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT The Contractor, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The Contractor will accomplish this by:

1. Checking the System for Award Management at website: http://www.sam.gov.

2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment, above.

3. Inserting a clause or condition in the covered transaction with the lower tier contract.

If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant.

Reference: 2 CFR part 180 (Subpart B), 2 CFR part 200 Appendix II(H), 2 CFR Part 1200, DOT Order 4200.5; Executive Orders 12549 and 12689
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FAA – 12 Disadvantaged Business Enterprise
APPLICABILITY – all contracts with Airports that have a DBE program on file with the FAA.

Contract Assurance (§ 26.13) –
The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City deems appropriate, which may include, but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non-responsible.

Prompt Payment (§26.29) – The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than [10 days] days from the receipt of each payment the prime contractor receives from [the City]. The prime contract or agrees further to return retainage payments to each subcontractor within [30 days] days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the [City]. This clause applies to both DBE and non-DBE subcontractors.

Termination of DBE Subcontracts (49 CFR § 26.53(f)) –
The prime Contractor must not terminate a DBE subcontractor listed in response to the solicitation (or an approved substitute DBE firm) without prior written consent of the City. This includes, but is not limited to, instances in which the prime contractor seeks to perform work originally designated for a DBE subcontractor with its own forces or those of an affiliate, a non- DBE firm, or with another DBE firm.

The prime Contractor shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless the Contractor obtains written consent of the City.

Unless City consent is provided, the prime Contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE.

The City may provide such written consent only if the City agrees, for reasons stated in the concurrence document, that the prime Contractor has good cause to terminate the DBE firm.

For purposes of this paragraph, good cause includes the circumstances listed in 49 CFR §26.53.

Before transmitting to the City its request to terminate and/or substitute a DBE subcontractor, the prime Contractor must give notice in writing to the DBE subcontractor, with a copy to the City, of its intent to request to terminate and/or substitute, and the reason for the request.

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termination of its subcontract and why the City should not approve the prime Contractor's action. If required in a particular case as a matter of public necessity (e.g., safety), the City may provide a response period shorter than five days.

In addition to post-award terminations, the provisions of this section apply to preaward deletions of or substitutions for DBE firms put forward by offerors in negotiated procurements.

Reference: 49 CFR part 26
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FAA – 13 Distracted Driving
APPLICABILITY - contracts that exceed the micro-purchase threshold of 2 CFR § 200.320 (currently set at $10,000).

REQUIREMENT -

TEXTING WHEN DRIVING
In accordance with Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving”, (10/1/2009) and DOT Order 3902.10, “Text Messaging While Driving”, (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant.

In support of this initiative, the City encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $10,000 that involve driving a motor vehicle in performance of work activities associated with the project.

Reference: Executive Order 13513, DOT Order 3902.10
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FAA – 14 Prohibition on Certain Telecommunications and Video Surveillance Services and Equipment
APPLICABILITY - all AIP funded contracts and lower-tier contracts.

REQUIREMENT -
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act [Public Law 115- 232 § 889(f)(1)].

Reference: 2 CFR § 200, Appendix II(K); 2 CFR § 200.216 Item 1M - Page 52

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FAA – 15 Drug Free Workplace Requirements
APPLICABILITY - This provision applies to all AIP funded projects, but not to the contracts between the City and a contractor, subcontractors, suppliers, or subgrantees.

The Drug -Free Workplace Act of 1988 requires some Federal contractors and all Federal grantees to agree that they will provide drug -free workplaces as a condition of receiving a contract or grant from a Federal agency. The Act does not apply to contractors, subcontractors, or subgrantees, although the Federal grantees workplace may be where the contractors, subcontractors, or subgrantees are working.

Reference: 49 CFR part 32, Drug-Free Workplace Act of 1988 (41 U.S.C. 701 et seq., as amended)

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FAA – 16 Equal Employment Opportunity
APPLICABILITY – The purpose of this provision is to provide equal opportunity for all persons, without regard to race, color, religion, sex, or national origin who are employed or seeking employment with contractors performing under a federally-assisted construction contract. There are two provisions ― a construction clause and a specification clause.

The equal opportunity contract clause applies to any contract or subcontract when the amount exceeds $10,000. Once the equal opportunity clause is determined to be applicable, the contract or subcontract must include the clause for the remainder of the year, regardless of the amount or the contract.

Contract Types –
Construction – all construction contracts and subcontracts as required above.

Equipment – all equipment contracts as required above that involves installation of equipment onsite (e.g., electrical vault equipment). This provision does not apply to equipment acquisiti on projects where the manufacture of the equipment takes place offsite at the vendor plant (e.g., ARFF and SRE vehicles).

Professional Services – all professional service agreements as required above.

Property – all land acquisition projects that include work that qualifies as construction work as defined by 41 CFR part 60 as required above. An example is installation of boundary fencing.

REQUIREMENT -
A16.3.1 EEO Contract Clause
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin. Such action shall include, but not be 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. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has Item 1M - Page 54

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access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers’ representative of the Contractor’s commitments under this section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

A16.3.2 EEO Specification

STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY

CONSTRUCTION CONTRACT SPECIFICATIONS
a. “Covered area” means the geographical area described in the solicitation from which this contract resulted;
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b. “Director” means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S.

Department of Labor, or any person to whom the Director delegates authority; c. “Employer identification number” means the Federal social security number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury Department Form 941; d. “Minority” includes:
(1) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin);
(2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race);
(3) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4) American Indian or Alaskan native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification).

2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted.

3. If the Contractor is participating (pursuant to 41 CFR part 60 -4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take good faith efforts to achieve the Plan goals and timetables.

4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in a geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers.

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The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified.

5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the Contractor’s obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto.

6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor.

7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor’s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor’s employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractor’s obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations’ responses. c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off -the-street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor’s efforts to meet its obligations.
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and apprenticeship and trainee programs relevant to the Contractor’s employment needs, especially those programs funded or approved by the Department of Labor.

The Contractor shall provide notice of these programs to the sources compiled under 7b above.
f. Disseminate the Contractor’s EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed.
g. Review, at least annually, the company’s EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decisions including specific review of these items with onsite supervisory personnel such superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor’s EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor’s EEO policy with other contractors and subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor’s recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process.
j. Encourage present min ority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a contractor’s work force.
k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3.
l. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all Item 1M - Page 58

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personnel and employment related activities to ensure that the EEO policy and the Contractor’s obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are nonsegregated exc ept that separate or single- user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations.
p. Conduct a review, at least annually, of all supervisor’s adherence to and performance under the Contractor’s EEO policies and affirmative action obligations.

8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (7a through 7p). The efforts of a contractor association, joint contractor -union, contractor-community, or other similar group of which the Contractor is a member and participant may be asserted as fulfilling any one or more of its obligations under 7a through 7p of these specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor’s minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor’s and failure of such a group to fulfill an obligation shall not be a defense for the Contractor’s noncompliance.

9. A single goal for minorities and a separate single goal for women have been established.

The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non- minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally, the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized).

10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

11. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246.

12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and Item 1M - Page 59

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penalties shall be in violation of these specifications and Executive Order 11246, as amended.

13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR part 60-4.8.

14. The Contractor shall designate a responsible official to monitor all employment related activity t o ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government, and to keep records. Records shall at least include for each employee, the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records.

15. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g. those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program).

Reference: 2 CFR 200, Appendix II(C), 41 CFR § 60- 1.4, 41 CFR § 60- 4.3, Executive Order 11246

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FAA – 17 Federal Fair Labor Standards Act
APPLICABILITY – Contract Types – Per the Department of Labor, all employees of certain enterprises having workers engaged in interstate commerce; producing goods for interstate commerce; or handling, selling, or otherwise working on goods or materials that have been moved in or produced for such commerce by any person are covered by the FLSA.

All consultants, sub-consultants, contractors, and subcontractors employed under this federally assisted project must comply with the FLSA.

Professional Services – 29 CFR § 213 exempts employees in a bona fide executive, administrative or professional capacity. Because professional firms employ individuals that are not covered by this exemption, the agreement with a professional services firm must include the FLSA provision.

REQUIREMENT -
The provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), are incorporated by reference with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part -time workers.

The Contractor has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division.

Reference: 29 USC § 201, et seq; 2 CFR § 200.430
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FAA – 18 Lobbying and Influencing Federal Employees
APPLICABILITY- all contracts exceeding $100,000.

REQUIREMENT -
Consultants and contractors that apply or bid for an award of $100,000 or more must have certified that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency , a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or another award covered by 31 USC §1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.

For an award over $100,00, the bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
• No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. • If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
• The undersigned shall require that the language of this certification be included in the award documents for all sub- awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub- recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Reference: 31 USC § 1352 – Byrd Anti-Lobbying Amendment, 2 CFR part 200, Appendix II(I), 49 CFR part 20, Appendix A
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FAA – 19 Prohibition of Segregated Facilities
APPLICABILITY - The Contractor must comply with the requirements of the EEO clause by ensuring that facilities they provide for employees are free of segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin. This clause must be included in all contracts that include the equal opportunity clause, regardless of the amount of the contract.

Contract Types – any contract containing the Equal Employment Opportunity clause of 41 CFR § 60-1.4. This obligation flows down to s ubcontract and sub-tier purchase orders containing the Equal Employment Opportunity clause.

Construction – Construction work means construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction.

Equipment – On site installation of equipment such as airfield lighting control equipment meets the definition of construction and thus this provision would apply. This provision does not apply to equipment projects involving manufacture of the item at a vendor’s manufacturing plant. An example would be the manufacture of a SRE or ARFF vehicle.

Professional Services – Professional services that include tasks that qualify as construction work as defined by 41 CFR part 60 -1. Examples include the installation of nois e monitoring equipment.

Property/Land – Land acquisition contracts that include tasks that qualify as construction work as defined by 41 CFR part 60- 1. Examples include demolition of structures or installation of boundary fencing.

REQUIREMENT -
(a) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Employment Opportunity clause in this contract. (b) “Segregated facilities,” as used in this clause, means any waiting rooms, work areas, res t rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Employment Opportunity clause of this contract.

Reference: 2 CFR Part 200, Appendix II (C); 41 CFR Part 60-1 Item 1M - Page 63

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FAA – 20 Occupational Safety and Health Act
APPLICABILITY – Contract Types – All contracts and subcontracts must comply with the Occupational Safety and Health Act of 1970 (OSH). The U.S. Department of Labor Occupational Safety and Health Administration (OSHA) oversees the workplace health and safety standards wage provisions from OSH.

REQUIREMENT -
All contracts and subcontracts that result from this solicitation incorporate by r eference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (29 CFR Part 1910). The employer must address any claims or disputes that pertain to a referenced requirement directly with the U.S.

Department of Labor – Occupational Safety and Health Administration.

Reference: 29 CFR part 1910
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FAA – 21 Procurement of Recovered Materials
APPLICABILITY – Contract Types – This provision applies to any contracts that include procurement of products designated in subpart B of 40 CFR part 247 where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000.

Construction and Equipment – all construction and equipment projects.

Professional Services and Property – if the agreement includes procurement of a product that exceeds $10,000.

REQUIREMENT -
Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this contract and to the extent practicable, the Contractor and subcontractors are to use products containing the highest percentage of recovered materials for items designated by the Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever:
1) The contract requires procurement of $10,000 or more of a designated item during the fiscal year; or
2) The contractor has procured $10,000 or more of a designated item using Federal funding during the previous fiscal year.

The list of EPA -designated items is available at www.epa.gov/smm/comprehensive - procurement-guidelines-construction-products.

Section 6002(c) establishes exceptions to the preference for recovery of EPA -designated products if the contractor can demonstrate the item is:
a) Not reasonably available within a timeframe providing for compliance with the contract performance schedule;
b) Fails to meet reasonable contract performance requirements; or c) Is only available at an unreasonable price.

Reference: 2 CFR § 200.323, 2 CFR Part 200, Appendix II (J); 40 CFR part 247, 42 USC § 6901, et seq (Resource Conservation and Recovery Act)
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FAA – 22 Rights to Inventions
APPLICABILITY – Contract Types – This provision applies to all contracts and subcontracts with small business firms or nonprofit organizations that include performance of experimental, developmental, or research work. This clause is not applicable to construction, equipment, or professional service contracts unless the contract includes experimental, developmental, or research work.

REQUIREMENT -
Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the City in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non- profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within 37 CFR §401.14. Contractor must include this requirement in all sub- tier contracts involving experimental, developmental, or research work.

Reference: 2 CFR § 200, Appendix II(F), 37 CFR 401

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FAA - 23 Seismic Safety
APPLICABILITY – Contract Types – This provision applies to construction of new bui ldings and additions to existing buildings financed in whole or in part through the Airport Improvement Program.

Professional Services– any contract involved in the construction of new buildings or structural addition to existing buildings.

Construction – any contract involved in the construction of new buildings or structural addition to existing buildings.

Equipment – if the project involves construction or structural addition to a building such as an electrical vault project to accommodate or install equipment.

Land – This provision will not typically apply to a property/land project.

REQUIREMENT -
A23.3.1 Professional Service Agreements for Design

SEISMIC SAFETY
In the performance of design services, the Consultant agrees to furnish a building design and associated construction specification that conform to a building code standard that provides a level of seismic safety substantially equivalent to standards as established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their building code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design services, the Consultant agrees to furnish the Owner a “certification of compliance” that attests conformance of the building design and the construction specifications with the seismic standards of NEHRP or an equivalent building code.

A23.3.2 Construction Contracts

SEISMIC SAFETY
The Contractor agrees to ensure that all work performed under this contract, including work performed by subcontractors, conforms to a building code standard that provides a level of seismic safety substantially equivalent to standards established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety.

Reference: 49 CFR Part 41
Item 1M - Page 67

Revised 4.13.23 Page 64 of 69

FAA – 24 Tax Delinquency and Felony Conviction
APPLICABILITY – This provision applies to all contracts funded in whole or part with AIP.

REQUIREMENT -
The Contractor must have certified under the procurement process that resulted in the award of this contract that:
• Contractor has not been convicted of a Federal felony within the last 24 months; or • Contractor does not have any outstanding tax liability for which all judicial and administrative remedies have lapsed or been exhausted.

Reference: Sections 8113 of the Consolidated Appropriations Act, 2022 (Public Law 117-103), and similar provisions in subsequent appropriations acts.

DOT Order 4200.6 – Appropriations Act Requirements for Procurement and Non-Procurement Regarding Tax Delinquency and Felony Convictions

Item 1M - Page 68

Revised 4.13.23 Page 65 of 69

FAA – 25 Termination of Contract
APPLICABILITY – All contracts and subcontracts in excess of $10,000.

REQUIREMENT -
See Section 4.5 of the Agreement.

Reference: 2 CFR § 200 Appendix II(B), FAA Advisory Circular 150/5370-10, Section 80-09 Item 1M - Page 69

Revised 4.13.23 Page 66 of 69

FAA – 26 Foreign Trade Restriction
APPLICABILITY – all AIP funded projects.

REQUIREMENT -

TRADE RESTRICTION CERTIFICATION
By accepting this contract the Contractor certifies the following statements are true – 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR);
2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR.

This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18 USC Section 1001.

The Contractor must provide immediate written notice to the City if the Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances.

Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor:
1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR or
2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or
3) who incorporates in the public works project any product of a foreign country on such USTR list.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which i s normally possessed by a prudent person in the ordinary course of business dealings.

The Contractor agrees it will incorporate this provision for certification without modification in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that Item 1M - Page 70

Revised 4.13.23 Page 67 of 69

discriminate against U.S. firms as published by USTR, unless the Contractor has knowledge that the certification is erroneous.

This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration (FAA) may direct through the City cancellation of the contract or subcontract for default at no cost to the City or the FAA.

Reference: 49 USC § 50104, 49 CFR part 30

Item 1M - Page 71

Revised 4.13.23 Page 68 of 69

FAA – 27 Veteran’s Preference
APPLICABILITY – This provision applies to all AIP funded projects that involve labor to carry out the project. This preference, which excludes executive, administrative, and supervisory positions, applies to covered veterans [as defined under § 47112(c)] only when they are readily available and qualified to accomplish the work required by the project.

REQUIREMENT -
In the employment of labor (excluding executive, administrative, and supervisory positions), the Contractor and all sub- tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam -era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 USC 632) owned and controlled by disabled veterans .

This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates.

Reference: 49 USC § 47112(c)
Item 1M - Page 72

Revised 4.13.23 Page 69 of 69

FAA – 28 Domestic Preferences for Procurements
APPLICABILITY – all contracts and Purchase orders for work or products under the grant.

REQUIREMENT -
The Contractor certifies by signing and submitting its bid or proposal that, to the greatest extent practicable, the Contractor has provided a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including, but not limited to, iron, aluminum, steel, cement, and other manufactured products) in compliance with 2 CFR § 200.322.

Reference: 2 CFR § 200.322; 2 CFR Part 200, Appendix II(L)

Item 1M - Page 73

ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE
Item 1M - Page 74
Item 1M - Page 75

1. 2.

3. 4.

5. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
M. Brey Electric, Inc. dba MBE Construction
Address of Entity (Principal Place of Business)
408 Elm Ave. Beaumont, CA 92223
Local or California Address (if different than #2)
State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? D Yes D No Type of Entity
[XJ Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
Other
Item 1M - Page 76

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

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.

Matthew Bre~1 Owner 100% M. Bre~ Electric1 Inc. dba MBE [name of owner/investor] Construction
[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 9/18/2023 Matthew Brey, President
~ ,-z__

CITY COUNCIL STAFF REPORT
09/26/2023
SUBJECT:

APPROVE A TWO-YEAR COOPERATIVE SUBSCRIPTION AGREEMENT WITH INSIGHT PUBLIC SAFETY, INC. FOR THE IMPLEMENTATION AND
DEPLOYMENT OF 15 FLOCK SAFETY FIXED ALPR CAMERAS
RECOMMENDATION:

Approve Cooperative Subscription Agreement No. 23C214 with Insight Public Sector, Inc. for 2 years, not to exceed $99,750 to implement Flock Safety fixed Automated License Plate Recognition (ALPR) technology.

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

Attachments
Item 1N

CITY COUNCIL STAFF REPORT

DATE: SEPTEMBER 26, 2023 CONSENT CALENDAR

SUBJECT: APPROVE TWO -YEAR COOPERATIVE SUBSCRIPTION AGREEMENT WITH INSIGHT PUBLIC SAFETY, INC. FOR THE IMPLEMENTATION AND DEPLOYMENT OF 15 FLOCK SAFETY FIXED ALPR CAMERAS

FROM: Scott C. Stiles, City Manager

BY: Police Department

SUMMARY:

This report contains a request to purchase fixed Automated License Plate Recognition (ALPR) systems with Insight Public Safety, Inc. Staff is recommending Council approve a two-year agreement for the installation of fixed ALPR cameras at strategic locations in the City. The Palm Springs Police Department already has an ALPR policy in place and is attached for review. ALPR technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The use of ALPR technology provides several potential benefits, including crime deterrence, real -time alerts to police when stolen or wanted vehicles enter an area, and enhanced investigati ve capabilities when a crime has already occurred. The two-year contract is funded through the adopted 2023-2025 City budget.

RECOMMENDATION:

1. Approve Cooperative Subscription Agreement No. 23C214 ( Attachment A) with Insight Public Sector, Inc. for 2 year s, not to exceed $99,750 to implement Flock Safety fixed Automated License Plate Recognition (ALPR) technology.

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

BUSINESS PRINCIPAL DISCLOSURE:

Insight Public Sector, Inc. is a publicly traded corporation registered in Illinois and California. See Attachment B.

Item 1N - Page 1
City Council Staff Report
September 26, 2023 -- Page 2
Flock ALPR Implementation

BACKGROUND:

Automated License Plate Recognition (ALPR) technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The cameras, which can be fixed (e.g., mounted on road signs or traffic lights) or mobile (i.e., mounted on a vehicle), capture computer-readable images that allow law enforcement to compare plate numbers against plates of known stolen vehicles or vehicles associated with individuals wanted on criminal charges. When a match is found, a real -time alert is generated, notifying police of the location where the image of the stolen or wanted vehicle was captured. ALPR data can also be used by investigators, after a crime has been committed, to identify and locate associated vehicles. The Palm Springs Police Department has utilized two mobile ALPR units for over 10-years. The limitation of these mobile ALPRs is that alerts a nd data collection only occur when that vehicle is being operated by an officer and data is also limited to the route and distance traveled by the patrol vehicle.

STAFF ANALYSIS:

The addition of fixed ALPR cameras provides the City with a cost-effective force multiplier that helps direct officers to where crimes are occurring and provides invaluable investigative leads following a crime. Fixed ALPR technology is being used widely by many local police agencies to locate stolen vehicles and solve crimes where a vehicle has been used. Over time, the quality and accuracy of ALPR technology has continued to evolve, while also becoming more affordable.

Staff is utilizing a cooperative purchasing program procurement process through Omnia Partners, a national cooperative procurement organization as permitted under Palm Springs’ Municipal Code section 7.09.010. Under the Omnia Cooperative Contract No. 23-6692-03, the City can contract with Insight Public Sector, who were selected through a competitive solicitation, to acquire the fixed ALPR equipment that is supplied by Flock Safety. City staff reviewed the marketplace for this technology and received uniformly positive feedback from numerous other local government agencies regarding their experiences with the quality and reliability of the ALPR systems supplied by Flock Safety.

Staff recommends the Council approve a two- year cooperative contract with Insight Public Sector Inc., for Flock Safety ALPR Camera Implementation in an amount not to exceed $99,750.

The proposed contract calls for Flock Safety to install and maintain fifteen ALPR cameras at locations identified by the Police Department. It also calls for Flock Safety to provide the Department with searchable access to its ALPR data, and to store the data for 30 days.

Item 1N - Page 2
City Council Staff Report
September 26, 2023 -- Page 3
Flock ALPR Implementation

Automated License Plate Recognition Policy
Palm Springs Police Department’s (PSPDs) Automated License Plate Readers (ALPRs) policy section 430.10 - Releasing ALPR Data - provides procedures to protect personal privacy in the acquisition and use of surveillance technology and provides for ongoing oversight. Additionally, this policy section prohibits PSPD personnel from sharing ALPR data with federal agencies or with law enforcement agencies outside of California.

Fixed ALPR is “surveillance technology” and California Senate Bill 34 – Automated License Plate Recognition Act – requires law enforcement agencies to provide an opportunity for public comment.

In addition, prior to the approval by the Council of a new surveillance activity, Police Chief Mills recommended the completion of a Surveillance Evaluation, consisting of five specific elements.

Surveillance Evaluation

(1) A description of the surveillance technology, including how it works and what information it captures;

A fixed ALPR system captures the date, time, location, license plate (state, partial, paper, and no plate), and vehicle characteristics (make, model, type, and color) of passing vehicles. FLOCK ALPR cameras are positioned to capture rear license plates onl y and are not designed to capture images of vehicle occupants. Flock cameras do not use facial recognition technology or capture other personal information from residents or drivers beyond license plate and vehicle data. ALPR data is transmitted in an encrypted format to, and stored by, Flock Safety, consistent with Criminal Justice Information System (CJIS) protocols. The Department will access the data via a web-based platform.

(2) Information on the proposed purpose, use and benefits of the surveillance technology;

Purpose & Use: Recent years have seen regional increases in catalytic converter thefts, auto burglaries, vehicle thefts and organized retail thefts. The community has also experienced several brazen robberies and residential burglaries. Those responsible for such crimes commonly use a vehicle to travel to and flee from the crime scene. Moreover, they often engage in criminal offenses involving multiple jurisdictions, and commonly arrive in a stolen vehicle, a vehicle bearing stolen plates, or a vehicle that law enforcement has previously connected to verified criminal activity. Identifying such vehicles, via fixed ALPR, as they enter a target area provides law enforcement an opportunity to intervene before additional crimes are committed, and potentially apprehend wanted persons or recover stolen property. ALPR data also provides investigators with an additional technique to identify and apprehend offenders once a crime has already occurred.

Other local communities are currently using fixed ALPR technology, including Cathedral City, Rancho Mirage, Palm Desert, La Quinta, Indio, and Desert Hot Springs, with others Item 1N - Page 3
City Council Staff Report
September 26, 2023 -- Page 4
Flock ALPR Implementation

in the process of implementing the technology. Anecdotally, these jurisdictions report that since the deployment of fixed ALPR, they have experienced a marked increase in the recovery of stolen vehicles and report investigative success stories attributable to ALPR data.

Benefits of Usage: The use of ALPR technology provides several potential benefits:

• Real-Time Alerts: When a real -time ALPR alert occurs, notifying police of the presence of a wanted or stolen vehicle, officers can respond to the area to search for the vehicle. If officers locate the vehicle, prior to making an enforcement stop, they visu ally confirm the plate number and manually check it against law enforcement databases to confirm the accuracy of the ALPR information and the legal justification for the stop.

• Deterrence: Even if officers are unable to locate and stop the vehicle in question, suspects may see the police response and be deterred from further criminal activity. Indeed, the mere presence of the fixed ALPR cameras may act as a deterrent. Police personnel have reported to staff that some criminals will intentionally target jurisdictions without ALPR technology and avoid those where it is in use.

• Solving Crimes Already Committed: Commonly, by the time a crime is reported to police, the suspects have already fled the area, and it is the job of police to identify and locate the suspects later. While victims and witnesses can often provide a description of the vehicle used by a suspect, those descriptions are frequently incomplete (e.g., a partial license plate number, vehicle type and color only) or consist of a license plate number that corresponds to a stolen vehicle or a stolen plate. Investigators can turn that imperfect information into actionable leads by querying the ALPR database. Existing DMV databases do not offer this capability.

• Regional Coordination: ALPR data sharing among local law enforcement partners allows agencies to collaboratively investigate, identify and apprehend multi - jurisdictional offenders, or those who commit crimes in one jurisdiction but reside in another. For example, in the case of organized retail thieves, ALPR data sharing may allow investigators to connect multiple cases across disparate jurisdictions, share evidence, and obtain the best prosecutorial outcomes.

• Expanded Searchable Data Set: Private entities (e.g., shopping centers, individual retailers) utilizing ALPR cameras can share their data with local law enforcement, to include real-time alerts. This is a one -way share. In other words, an entity that shares its ALPR data with law enforcement does not gain access to law enforcement data in return. The investigative usefulness of an ALPR system is greatly enhanced as its searchable data set increases, whether from other law enforcement contributors or private entities.

Item 1N - Page 4
City Council Staff Report
September 26, 2023 -- Page 5
Flock ALPR Implementation

The Department believes that the deployment of a fixed ALPR system, with sound polices and training, would support crime prevention, criminal apprehension, stolen vehicle recovery, and criminal investigation.

(3) The location or locations where the surveillance technology may be used;

To derive maximum benefit with the fewest cameras needed, cameras will be placed at strategically selected locations based on several factors: crime statistics, common vehicular ingress and egress points, and traffic volume. Accounting for these factors provides the greatest likelihood of capturing images of suspects’ vehicles and their license plates. While the Department has no intention of permanently installing ALPR cameras in residential neighborhoods, cameras could be temporarily repositioned in response to a specific crime in a specific neighborhood. If placed in a residential neighborhood, cameras would not be positioned to capture images of homes, front yards, or pedestrians.

The Palm Springs Police Department is deeply committed to fostering transparency, trust, and community engagement in all aspects of its operations, including the placement of Flock ALPR cameras. Before deploying such cameras in neighborhoods or areas where there may be concerns about over-policing, the department will prioritize an inclusive and collaborative approach. This involves conducting thorough community assessments and seeking input from residents, community leaders, advocacy groups, and other stakeholders. The goal is to ensure that any decision to place ALPR cameras is made with a clear understanding of the community's needs and concerns. Moreover, the department will work closely with these communities to establish strict usage guidelines and policies that respect individual rights, civil liberties, and privacy while addressing legitimate law enforcement needs. By working hand- in-hand with the community, the Palm Springs Police Department aims to strike a balance between public safety and community empowerment.

(4) Existing federal, state and local laws and regulations applicable to the surveillance technology and the information it captures; the potential impacts on civil liberties and privacy; and proposals to mitigate and manage any impacts;

Some organizations, such as the American Civil Liberties Union (ACLU), have generally expressed concerns about the use of ALPR, specifically on the aspects of data access, storage, retention, sharing, and reporting. The Department’s ALPR Policy is responsive, in whole or in part, to each of these concerns and the ACLU’s LPR guidelines. For example, while many local law enforcement agencies retain ALPR data for one year and often longer, the Department believes that a retention period of 30 days will adequately support its investigative needs. Only data which has been identified as relevant to a specific criminal investigation will be retained longer.

In addition to the Palm Springs Police Department’s policy, California Civil Code §1798.90.5, et seq. governs the collection of license plate information by government agencies. It spells out the polici es and training that an agency must implement when Item 1N - Page 5
City Council Staff Report
September 26, 2023 -- Page 6
Flock ALPR Implementation

collecting ALPR data. These policies, largely, address the same concerns set forth above.

The Department will ensure that its policies and training satisfy the requirements of this statute. Flock Safety has adopted a usage and privacy policy consistent with California Civil Code §1798.90.5, et seq. Moreover, by the terms of the proposed contract with the City, Flock Safety is required to observe specific data security protocols, including restricting data access only to that which is necessary for system maintenance, logging all access by its employees, conducting quarterly compliance audits, and permitting the City to review these audits logs.

Internally, data will only be accessible to trained staff with a legitimate law enforcement need, and all queries will be logged and subject to audit. Whereas some local law enforcement agencies share data with federal and out of state law enforcement agencies, the Palm Springs Police Department will only share its data with other local (State of CA) law enforcement agencies with whom an MOU is in place, and those queries would likewise be logged and available in an audit. Neither the Department, nor Flock Safety, will share the Department’s data with any non-law enforcement entities.

The Palm Springs Police Department remains steadfast in its commitment to protecting the privacy and civil rights of its community members. To that end, the department has made it abundantly clear that it will not share any data obtained through the Flock ALPR system with non-law enforcement groups or any entities seeking information unrelated to law enforcement matters. This strict policy ensures that sensitive issues such as abortions, LGBTQ rights, and immigration remain entirely separate from law enforcement data-sharing practices, safeguarding the personal information and privacy of all residents.

The department's unwavering dedication to maintaining the trust and confidentiality of its community underscores its commitment to upholding both the law and the principles of individual rights and privacy.

The Department has made accessible to the public, via its ALPR webpage, relevant policies and will include information concerning the number of cameras deployed, the data retention period, and the names of law enforcement agencies with whom it shares data. Flock Safety will also maintain a publicly accessible Transparency Portal containing much of the same information.

(5) The costs for the surveillance technology, including acquisition, maintenance, personnel and other costs, and current or potential sources of funding.

In year one, the initial deployment of this ALPR technology would come at a total cost of $50,750, including the initial installation and setup. In year two, the on-going annual cost is $45,000. This includes access to the cameras, data storage, and access to the ALPR database. The Department anticipates no more $4,000 will be needed annually to repair any damaged equipment. This project is included in the FY 2023- 2025 budget and sufficient funding is available as adopted by the City Council.

Item 1N - Page 6
City Council Staff Report
September 26, 2023 -- Page 7
Flock ALPR Implementation

This report recommends the Council approve the following:

• A two-year Cooperative contract with Insight Public Sector, Inc. (No. 23-6692-03) for Flock Safety ALPR Implementation

Evaluation

STAKEHOLDER ENGAGEMENT:

The Department consulted with several other agencies to gather best practices for the deployment and oversight of a fixed ALPR program.

In August 2023, the Department reviewed the attached ACLU guidelines to better understand the ACLU’s concerns about the use of ALPR technology, and to ensure PSPD’s policy addressed those concerns in amending PSPD’s ALPR policy.

Additionally, on September 18, 2023, the Department held a community meeting to address the topic with the community at large at the PSPD Training Center . See Attachments D&E.

In September 2023, the Department launched an updated informational webpage, including an opportunity for community input. See Attachment F.

ENVIRONMENTAL ASSESSMENT
:

There are no identifiable environmental effects, climate impacts, or sustainability opportunities associated with the subject of this report. Approval of this agreement and surveillance policy are categorically exempt under CEQA regulation 15321 for enforcement actions.

ALIGNMENT WITH STRATEGIC PLANNING:

The implementation of Flock Fixed ALPR Cameras is in direct alignment with the City of Palm Springs' 2023-2025 Strategic Plan to enhance the quality of life and prioritize public safety. By strategically placing these cameras on light poles and standalone poles throughout the city, we are taking proactive measures to improve community security.

The captured license plate information will enable law enforcement agencies to effectively address and reduce criminal activities. This initiative demonstrates our commitment to fostering a safer environment for our residents and visitors, while actively supporting our goal of minimizing crime and enhancing the overall well-being of the community.

FISCAL IMPACT:

The Police Department is contracting for the installation and use – not the purchase – of ALPR cameras. Flock Safety will complete the installation and setup of the cameras and will be the owner of the equipment. The cameras are solar-powered and transmit data via a wireless cell signal, requiring no utility connection. Flock Safety will maintain or replace Item 1N - Page 7
City Council Staff Report
September 26, 2023 -- Page 8
Flock ALPR Implementation

the cameras as needed. Data storage - other than specific images identified as evidence in a criminal investigation - will be the responsibility of Flock Safety , who will be responsible for maintaining CJIS data protocols, and the data will be accessed via a web platform, requiring no new software.

PSPD expects the individual camera costs at $2500 each, with the installation to vary.

PSPD believes that for the proposed 15- camera deployment, the cost to purchase and install to not exceed an initial cost of $50,750. The yearly subscription cost may fluctuate but is expected to be approximately $45, 000 annually. This includes access to the cameras, data storage, and access to the ALPR database. Damaged cameras will be replaced by Flock Safety at a cost of $800 per camera as referenced in the Insight Public Sector Contract citing the FLOCK End User License Agreement, with an annual cost not expected to exceed $ 4,000. This project is included in the FY 2023- 2025 budget and sufficient funding is available as adopted by the City Council.

REVIEWED BY:

Department Director: Andrew G. Mills
Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles

ATTACHMENTS:

A. Cooperative Subscription Agreement with Insight Public Sector, Inc. No. 23C214 B. Public Integrity Disclosure Form
C. Palm Springs Police Department ALPR Policy
D. PSPD Community Presentation
E. PSPD Town Hall Flyer
F. Image of PSPD ALPR webpage
G. ACLU Guidelines

Item 1N - Page 8

ATTACHMENT A

Item 1N - Page 9

8.9.2023

COOPERATIVE SUBSCRIPTION OF INFRASTRUCTURE-FREE LICENSE PLATE READERS AGREEMENT NO. 23C214

This Cooperative Subscription of Infrastructure-Free License Plate Readers, Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Insight Public Sector, Inc. , an Illinois corporation with its principal place of business at 2701 E . Insight Way , Chandler AZ (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties” in this Agreement.

1. BACKGROUND.
a. This Agreement is made and entered into in reference to the competitively solicited OMNIA Partners (formerly U.S. Communities) Contract No. #23-6692-03 with Contractor (“Cooperative Agreement”).
b. The City desires to subscribe for 15 infrastructure-free license plate readers attached hereto as Exhibit “A”, the content of which is incorporated by reference to this Agreement as if fully set out her in its entirety.
c. Contractor desires to perform said services on the terms and conditions set forth in this Agreement.

2. TERM. The term of this Agreement is 2 years beginning on the date provided in the Notice to Proceed for the City’s Procurement and Contracting Department. The parties may mutually extend the term of this Agreement for up to 3 additional 1-year periods (“Option Period(s)”), provided, the parties do so in writing prior to the expiration of the original term of the then - current Option Period.

3. COMPENSATION AND PAYMENT . This Agreement is for an amount not to exceed $95,750.00, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Exhibit “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety.

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.

5. INSURANCE. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "C", incorporated herein by reference. If no insurance is required Exhibit “C” will reflect that there are no requirements.

6. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and v olunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal cost s and attorney fees (collectively “Claims”), including but not Item 1N - Page 10
I

8.9.2023
limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, sta te, 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 fo rth 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. NOTICE. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows:

To City: City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262

To Contractor: Insight Public Sector, Inc.

Attn: Cathy Chapman
2701 E Insight Way
Chandler, AZ 85286-1930
800-467-4448

8. 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 this Agreement.

9. CHANGES. In the event any change or changes in the work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional work not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

10. 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 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.

Item 1N - Page 11

8.9.2023
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 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 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 corrective action. Contractor may not terminate this Agreement except for cause, upon 30 days written notice to City.

11. 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 lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not i ncorporate 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.

12. COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA'S ACTIONS IN UKRAINE. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “D” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

13. ENTIRE AGREEMENT. This Agreement, along with the Co operative Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail.
[SIGNATURE PAGE FOLLOWS]

Item 1N - Page 12

8.9.2023

BETWEEN THE CITY OF PALM SPRINGS
AND INSIGHT PUBLIC SECTOR, INC.

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

CONTRACTOR:

By Date
Signature

Date

Signature
(2nd signature required for
Corporations)

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL: Date: Item No.

APPROVED AS TO FORM: ATTEST:

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 1N - Page 13

8.9.2023
EXHIBIT “A”

SCOPE OF WORK
This is a subscription service provided by Insight Public Sector, Inc. The system, developed by Flock Safety and licensed to Insight Public Sector, Inc., is a network of license plate readers (LPR) strategically placed in cooperation with PSPD and the Contractor.

Flock Safety is not just a technology vendor; they are committed partners in your mission to build a safer future. They work with thousands of law enforcement agencies across the US to build stronger, safer communities that recognize the hard work of those who serve and protect.

Their subscription service includes ongoing support, making us an extension of your hard- working team long after contracts are signed.

Team Configuration:

Implementation Meet with a Solutions Consultant (former LEO) to build a deployment plan based on your needs. Our Permitting Team and Installation Technicians will work to get your device network approved, installed, and activated.

User Training + Support Your designated Customer Success Manager will help train your power users and ensure you maximize the platform, while our customer support team will assist with needs as they arise.

Maintenance We proactively monitor the health of your device network. If we detect that a device is offline, a full-time technician will service your device for no extra charge.

Public Relations Government Affairs

Get support educating your stakeholders, including city councils and other governing bodies.

Media Relations

Share crimes solved in the local media with the help of our Public Relations team.

System Features:

Simplified Search Get a complete view of all activity tied to one vehicle in your network of privately and publicly owned cameras.

The user-friendly search experience allows officers to filter hours of footage in seconds based on time, location, and
detailed vehicle criteria using patented Vehicle Fingerprint ™ technology. Search filters include:
• Vehicle make
• Body type
• Color
• License plates
• Partial tags
• Missing tags
• Temporary tags
• State recognition
• Decals
• Bumper stickers
• Back racks
• Top racks
Item 1N - Page 14

8.9.2023
National and Local Sharing Access 1B+ additional plate reads each month without purchasing more cameras. Solve cross-jurisdiction crimes by opting into Flock Safety's sharing networks, including one-to- one, national, and statewide search networks. Users can also receive alerts from several external LPR databases:

California SVS FDLE
FL Expired Licenses
FL Expired Tags
FL Sanctioned Drivers
FL Sex Offenders Georgia DOR
IL SOS
Illinois Leads NCIC
NCMEC
Amber Alert REJIS

CCIC FBI
Real-time Alerts Receive SMS, email, and in-app notifications for custom Hot Lists, NCIC wanted lists, AMBER alerts, Silver alerts, Vehicle Fingerprint matches, and more.

Interactive ESRI Map View your AVL, CAD, traffic, and LPR alerts alongside live on- scene video from a single interactive map for a birdseye view of activity in your jurisdiction.

Vehicle Location Analysis Visualize sequential Hot List alerts and the direction of travel to guide officers to find suspect vehicles faster.

Transparency Portal Establish community trust with a public-facing dashboard that shares policies, usage, and public safety outcomes related to your policing technology.

Insights Dashboard Access at-a-glance reporting to easily prove ROI, discover crime and traffic patterns and prioritize changes to your public safety strategy by using data to determine the most significant impact.

Native MDT Application Download FlockOS to your MDTs to ensure officers never miss a Hot List alert while out on patrol.

Hot List Attachments Attach relevant information to Custom Hot List alerts. Give simple, digestible context to Dispatchers and Patrol Officers responding to Hot List alerts so they can act confidently and drive better outcomes. When you create a custom Hot List Alert, add case notes, photos, reports, and other relevant case information.

Single Sign On (SSO) Increase your login speed and information security with Okta or Azure Single Sign On (SSO). Quickly access critical information you need to do your job by eliminating the need for password resets and steps in the log-in process.

Item 1N - Page 15

8.9.2023
Proposed Placement:

Item 1N - Page 16
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8.9.2023
EXHIBIT “B”

QUOTE / PRICING

Item 1N - Page 17
SOLD-TO PARTY 10655272

PALM SPRINGS , CITY OF
3200 E TAHQUITZ CANYON WAY
PALM SPRINGS CA 92262-6959

SHIP-TO

INSIGHT PUBLIC SECTOR SLED
2701 E INSIGHT WAY
CHANDLER AZ 85286-1930
Tel: 800-467-4448
Quotation
Quotation Number : 0226598753
Document Date : 23-AUG-2023
PO Number
PO release :
: Cathy Chapman

Page 1 of 3 ends

Palm Springs City CouncilSeptember 26, 2023

Palm Springs City Council
September 26, 2023