ATTACHMENT A
CONSTRUCTION AGREEMENT 25B480
Revised 8.9.23 Page 1 of 7
CONSTRUCTION AGREEMENT 25B480SCHINDLER ELEVATOR CORPORATIONTHIS AGREEMENTmade this 14thday of January,2026 (“Effective Date”) by and between the Cityof Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtueof the laws of the State of California, hereinafter designated as the City, and Schindler Elevator Corporation, a New Jersey corporation, hereinafter designated as the Contractor.The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree asfollows:1. THE WORKFor and in consideration of the payments and agreements to be made and performed by City,Contractor agrees to furnish all materials and perform all work required to complete the Work asspecified in the Contract Documents, and as generally indicated under the Bid Schedule(s) for theProject entitled:The project consists of the removal and disposal of two (2) complete escalator systems located in the Bono Concourse at Palm Springs International Airport, excluding the existing structural trusses, which are to remain in place. The existing escalators will be replaced with new, custom-fabricated escalator equipment, designed to fit within the current truss-space constraints. The new escalators must be suitable for the demanding, outdoor operating environment of the airport. The contractor shall provide all labor, materials, equipment, and services necessary to complete the work as outlined in the project specifications. It is the contractor’s responsibility to coordinate all required inspections, startups, and commissioning activities with the California Department of Industrial Relations, Division of Occupational Safety and Health (Cal/OSHA), Elevator Unit.2. COMMENCEMENT AND COMPLETIONThe Work to be performed under this Contract shall commence on the date specified in the Notice toProceed by the City, and the Work shall be fully completed within the time specified in the Notice toProceed.The City and the Contractor recognize that time is of the essence of this Agreement, and that the City will suffer financial loss if the Work is not completed within the time specified in Article 2, herein, plusany extensions thereof allowed in accordance with applicable provisions of the StandardSpecifications, as modified herein. The parties also recognize the delays, expense, and difficultiesinvolved in proving in a legal proceeding the actual loss suffered by the City if the Work is notcompleted on time. Accordingly, instead of requiring any such proof, the City and the Contractor agree that as liquidated damages or delay (but not as a penalty), the Contractor shall pay the City thesum specified in Section 6-9 of the Special Provisions for each calendar day that expires after the timespecified in Article 2, herein. In executing the Agreement, the Contractor acknowledges it has reviewedthe provisions of the Standard Specifications, as modified herein, related to liquidated damages, andhas made itself aware of the actual loss incurred by the City due to the inability to complete the Workwithin the time specified in the Notice to Proceed. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor.
Revised 8.9.23 Page 2 of 7
3. CONTRACT PRICEThe City shall pay the Contractor for the completion of the Work, in accordance with the ContractDocuments, in current funds the Contract Price(s) named in the Contractor's Bid Proposal and BidSchedule(s), and any duly authorized Construction Contract Change Orders approved by the City.The amount of the initial contract award in accordance with the Contractor’s Bid Proposal is ONE MILLION ONE HUNDRED THOUSAND NINE HUNDRED AND FORTY-FOUR Dollars ($1,103,944).Contractor agrees to receive and accept the prices set forth herein, as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the Work during its progress or prior to its acceptance including those for well and faithfully completing the Work and the whole thereof in the manner and time specified in the Contract Documents; and, also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the Work, suspension of discontinuance of the Work, and all other unknowns or risks of any description connected with the Work. 4. CONTRACT DOCUMENTSThe Contract Documents consist of the Notice Inviting Bids, Instructions to Bidders, the prevailing rateof per diem wages as determined by the Director of the California Department of Industrial Relations,the accepted Bid and Bid Schedule(s), List of Subcontractors, Local Business Preference Program –Good Faith Efforts, Non- Discrimination Certification, Non-Collusion Declaration, Bidder's GeneralInformation, Bid Security or Bid Bond, this Agreement, Worker's Compensation Certificate,Performance Bond, Payment Bond, Standard Specifications, Special Provisions, the Drawings,Addenda numbers 1 to 1, inclusive, and all Construction Contract Change Orders and Work ChangeDirectives which may be delivered or issued after the Effective Date of the Agreement and are notattached hereto.5. MUTUAL OBLIGATIONSFor and in consideration of the payments and agreements to be made and performed by the City, theContractor agrees to furnish all materials and perform all work required for the above stated project,and to fulfill all other obligations as set forth in the aforesaid Contract Documents. City hereby agreesto employ, and does hereby employ, Contractor to provide the materials, complete the Work, and fulfillthe obligations according to the terms and conditions herein contained and referred to, for the ContractPrice herein identified, and hereby contracts to pay the same at the time, in the manner, and upon theconditions set forth in the Contract Documents.6. PAYMENT PROCEDURESThe Contractor shall submit Applications for Payment in accordance with the Standard Specificationsas amended by the Special Provisions. Applications for Payment will be processed by the CityEngineer as provided in the Contract Documents.7. NOTICESAll notices shall be in writing and either served by personal delivery or mailed to the otherparty. Written notice to the Contractor shall be addressed to Contractor’s principal place ofbusiness unless Contractor designates another address in writing for service of notice. Noticeto the City shall be addressed to the City as designated in the Notice Inviting Bids unless theCity designates another address in writing for service of notice. Notice shall be effective uponreceipt or five (5) calendar days after being sent by first class mail, whichever is earlier.Notice given by facsimile shall not be effective unless acknowledged in writing by the receivingparty.
Revised 8.9.23 Page 3 of 7
8. INDEMNIFICATIONContractor shall provide indemnification and defense as set forth in Section 7-15 “Indemnification,” of the Special Provisions. 9. PREVAILING WAGES Contractor agrees to fully comply with all applicable federal and state labor laws including, without limitation California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws"). Contractor shall bear all risks of payment or non-payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor specifically acknowledges and agrees to be bound by the Wage Rates and Labor Code requirements specified in the Contract Documents, including the requirement to furnish electronic certified payroll records directly to the Labor Commissioner (via the Division of Labor Standards Enforcement), and shall pay the general prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations of the State of California. 10. 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. 11. NON-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 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. 12 MISCELLANEOUS Terms used in this Agreement which are defined in the Standard Specifications and the Special Provisions will have the meanings indicated in said Standard Specifications and the Special Provisions. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.
Revised 8.9.23 Page 4 of 7
The City and the Contractor each binds itself, its partners, successors, assigns, and legal representatives, to the other party hereto, its partners, successors, assigns, and legal representatives, in respect of all covenants, agreements, and obligations contained in the Contract Documents. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. 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 “A” (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. Project Labor Agreement - The Work is subject to the City’s Community Workforce Agreement dated August 31, 2021 (“CWA” or “Project Labor Agreement” or “PLA”), a copy of which is on file with the City, available upon request, and incorporated herein by reference as if fully set forth herein. Contractor and all subcontractors of Contractor of any tier shall at all times comply with the requirements of the PLA in the prosecution of the Work. Contractor has executed or agrees to execute and be bound by the terms of the PLA either directly or through the Letter of Assent (a form of which is attached to the PLA as "Exhibit B" and referred to herein as the “LOA”), and Contractor shall furnish evidence of compliance with the same to City prior to the commencement of any Work. Contractor further agrees to require, or has already required, each of its subcontractors, of whatever tier, to agree in writing in the form of a LOA to be bound by each and every provision of the PLA prior to the commencement of Work or at the time of such subcontract, whichever occurs first. Subcontractors - Contractor shall include, and shall require all of Contractor’s subcontractors of any tier to include, contractual provisions in all contracts they enter into for the performance of the Work, requiring each subcontractor, of every tier, who furnishes any labor for the performance of Work, to comply with the provisions of the PLA at no additional cost. Condition of Payment - Compliance by Contractor and all of Contractor’s subcontractors of any tier with the requirements of the PLA shall be a condition of Contractor’s right to payment under this Agreement. Reformation - Any requirement currently set forth in, or hereafter developed, adopted or implemented pursuant to the terms of the PLA, that is applicable to the Project, that is not set forth herein or that is by mistake incorrectly stated, shall be deemed to be inserted in this Agreement and shall be read and enforced as though it were included herein; and, if through mistake or otherwise any such requirement is not inserted or if inserted and requires correction, then upon request of either party this Agreement shall forthwith be amended to make such insertion or correction. Conflicts - In the event of a conflict between the PLA and any other provisions of the Contract Documents, the PLA shall control. Costs of Compliance - Contractor represents and warrants that it has included in its bid all costs of compliance with the requirements of this Section 13. Not a Limitation - The requirements of this Section 13 are in addition to, and not a limitation upon, the other applicable provisions of the Contract Documents.
Revised 8.9.23 Page 5 of 7
Special Security Requirements at the Palm Springs International Airport:1. AIRPORT SECURED ACCESS TO WORK AREAS:a.Criminal history Records Check (CHRC) and TSA Security Threat Assessment (STA) The Contractor will be required to submit the City, prior to the commencement of services, an Authorized Signatory Authority Letter authorizing specific Contractor representatives to approve the issuance of Airport Identification badges and the processing of a fingerprint CHRC and STAs. Electronic links to this letter and the Fingerprint/Badge application can be found on the Airport’s website by clicking on Badging & AOA Permits - Palm Springs International Airport (PSP) - Palm Springs, Californiab.Under certain circumstances, and out of the control of the City, security measures may change on short notice. No deviations from any security measure shall be allowed at any time.c.Restricted Area Access All Contractor personnel who require unescorted access to the restricted areas of the Airport, prior to the issuance of an Airport Identification Badge, must successfully complete a fingerprint based CHRC and Security Threat Assessment (STA). In accordance with CFR 49 1542.209, the CHRC must disclose that the applicant has not beenconvicted, or found not guilty by reason of insanity, of any of the disqualifying crimes listed below or as stated in 49 CFR 1542.209, during the 10 years before the date of the individual’s application for unescorted access authority, or while the individual has unescorted access authority. The disqualifying criminal offenses are as follows:1)Forgery of certificates, false making of aircraft, and other registration violations; 49 U.S.C. 46306.2)Interference with air navigation; 49 U.S.C. 46308.3)Improper transportation of a hazardous material; 49 U.S.C. 46312.4)Aircraft piracy; 49 U.S.C. 46502.5)Interference with flight crew members or flight attendants; 49 U.S.C. 46504.6)Commission of certain crimes aboard aircraft in flight; 46506.7)Carrying a weapon or explosive aboard aircraft; 49 U.S.C. 46506.8)Conveying false information and threats; 49 U.S.C. 46507.9)Aircraft piracy outside the special aircraft jurisdiction of the United States; 49 U.S.C. 46502(b).10)Lighting violations involving transporting controlled substances; 49 U.S.C. 46315.11)Unlawful entry into an aircraft or airport area that serves air carriers or foreign air carriers contrary to established security requirements; 49 U.S.C. 46314.12)Destruction of an aircraft or aircraft facility; 18 U.S.C. 32.13)Murder.14)Assault with intent to murder.15)Espionage.16)Sedition.17)Kidnapping or hostage taking.18)Treason.19)Rape or aggravated sexual abuse.20)Unlawful possession, use, sale, distribution, or manufacture of an explosive or weapon.21)Extortion.22)Armed or felony unarmed robbery.23)Distribution of, or intent to distribute, a controlled substance;24)Felony arson.
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25)Felony involving a threat.26)Felony involving:i)Willful destruction of property;ii)Importation or manufacture of a controlled substance;iii)Burglary;iv)Theft;v)Dishonesty, fraud, or misrepresentation;vi)Possession or distribution of stolen property;vii)Aggravated assault;viii)Bribery; orix)Illegal possession of a controlled substance punishable by a maximum term of imprisonment of more than 1 year.27)Violence at international airports; 18 U.S.C. 37.28)Conspiracy or attempt to commit any of the criminal acts listed.2.Employee Security Badges All Employees, Agents, Vendors, Invitees, Etc. of the Contractor, or Subcontractors requiring access to the work site shall, in accordance with the PSP Airport Security Plan, be required to display airport issued identification or be under the escort by properly badged personnel. The Contractor must have a minimum of two staff members badged with a Palm Springs International Airport Photo Badge for the full term of the Agreement. These badges will be identified numerically and issued to individual employeeswith a permanent record maintained on each individual to whom a badge is issued. At the completion of the contract, all badges will be returned to the Airport, or a charge of $100 per badge (subject to change) will be assessed for all badges not returned. As part of the badge application process, each applicant will be fingerprinted for use in an FBI Criminal Records search. Any person whose criminal record reveals offenses listed by the FAA as disqualifying offenses will be denied a badge and will be prohibited from unescorted access to the projectsite. All required paperwork and ID badge applications shall be submitted a minimum of two weeks before issuance of any badge. The Contractor and its staff are responsible for attendingSIDA training and completing security badge application. Attendance of the video-based class and issuance of the badge may take in excess of 4 hours. There will be a $60 charge (subject to change) for the FBI background check and fingerprinting process, and a $65 charge (subject to change) for the badge for a total of $125.00 (subject to change). There will be a $200 charge (subject to change) for lost, stolen, or damaged badges. The Contractor is financially responsible for all badging and fingerprinting fees and training time.3.Violations - All violations of Airport security are also violations of the City of Palm Springs Municipal Title 16, California Vehicle code and/or the Code of Federal Regulations. Any such violation may result in arrest, the issuance of a citation and/or the immediate revocation of access privileges.[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND SCHINDLER ELEVATOR CORPORATION IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By DateSignatureBy DateSignature(2ndsignature required for Corporations)CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: Item No.APPROVED AS TO FORM: ATTEST:By ByCity Attorney City Clerk APPROVED: By DateCity Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000
Docusign Envelope ID: EE311C54-BB0B-4205-BB89-FD47338A0722 EXHIBIT "A"
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 Palm 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 PENAL TY FOR PERJURY, that a) the contractor 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: Chastian Bledsoe
Title: Modernization Representative
Firm Name: Schindler Elevator Corporation
Date: 1/5/2026
Revised 8.9.23
Jacob Fowler, General Manager
375733
3585 Cadillac Ave, Suite B
Costa Mesa, CA 92626-1401
714-361-3043