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23S080 - AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES (AAAE)
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Contact: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Email: Contract Administration Lead Department: Contract Administrator/ Ext: Funding Source: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: Solicitation / 3 Quotes: Sole Source / Co-Op: CoOp Agmt #:________________ CoOp Name: ________________ CoOp Pricing:________________ Submitted on:By: Attached Attached N/A N/A N/A N/A Attached Attached N/A N/A American Association of Airport Executives (AAAE) Kyle Herbig kyle.herbig@aaae.org Provide mandated background vetting services of airportemployees and computer-based training $126,675 July 1, 2023 - June 30, 2026 Scott Daugherty / 3822 4157055.40155 Attached Sole Source April 27, 2023 23S080 Aviation May 4, 2023 Christina Brown DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -1- SERVICES AGREEMENT NO. 23S080 BY AND BETWEEN THE CITY OF PALM SPRINGS AND THE AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES (AAAE) THIS SERVICES AGREEMENT NO. 23S080 (“Agreement”) is made and entered into as of July 1, 2023 (the “Effective Date”) by and between (i) the American Association of Airport Executives (“AAAE”), and (ii) the City of Palm Springs, a charter city and municipal corporation organized under the laws of the State of California (“City”), who, intending to be legally bound, hereby agree as follows: 1. Purpose of Agreement; Scope of Services. The purpose of this Agreement is to provide Designated Aviation Channeling (DAC) services via AAAE’s Transportation Security Clearinghouse and support of Computer Based Training (CBT) solutions to operate effectively and efficiently, in accordance with federal regulations (“Services”). The scope of services and the parties’ responsibilities are as defined in Exhibit “A” (DAC services) and Exhibit “B” (CBT solutions) attached hereto and by this reference made a part hereof. 2. Fees and Payment 2.1 Fee Payment. In full payment for the Services to be provided, City shall pay the fees set forth in Exhibit “C” at the times and in the manner set forth herein. The total amount of Compensation shall not exceed $126,675.00. 2.2 Payment Procedures. For DAC services, the City shall establish and maintain a deposit account on which AAAE shall have the limited authority to debit the fees set forth in Sections 2.2 and 2.3 for each of City’s enrollments. City shall retain full ownership of the deposit account and shall replenish such account balance periodically as needed. The AAAE shall notify City immediately at any time that there is an unavailability of funds in City’s deposit account. City’s deposit account can be replenished by ACH, wire transfer, check or credit card. AAAE will debit the City’s deposit account for any ACH or electronic transfer fees incurred prior to releasing the funds for processing records. For development of CBT programs, AAAE shall submit an invoice to the City for the total project cost noted in Exhibit “C” after delivery of the training courses for User Acceptance Testing. For support of CBT solutions, AAAE shall submit an invoice to the City on an annual basis, starting with the first of the month following the execution of this Agreement. The City shall pay such invoice within thirty (30) calendar days of receipt. 2.3 Invoicing. For DAC services, the City’s account will be debited through an automated system. However, for the purposes of corrections or other administrative purposes where an individual will be required to have access to the account, AAAE shall designate a qualified AAAE official, and alternate, with accounting responsibilities to have access to the deposit account. The AAAE shall provide to the City the ability to view basic financial information on AAAE website through the Financial Information link. This information can be sorted and DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -2- searched by the City to provide an invoice itemizing with reasonable specificity the debits made by AAAE during the prior month. In the event City disputes any items, the parties shall work in good faith to resolve such disputes and make any necessary refunds and credits. 3. Term and Termination 3.1 Term. Unless earlier terminated in accordance with Section 3.2 or 3.3 of this Agreement, this Agreement shall continue in full force and effect for a period of 3 years commencing on July 1, 2023, and ending on June 30, 2026, unless extended by mutual written agreement of the Parties. 3.2 Termination for Default. This Agreement may be terminated by either party in the event that the other party has not performed any material obligation or has otherwise breached any material term of this Agreement upon the expiration of thirty (30) days (or any longer cure period authorized by the non-breaching party with respect to any individual breach) after receipt of written notice thereof if the breach or nonperformance has not then been cured. 3.3 Action upon Termination. Upon expiration or earlier termination of the Agreement, in regard to the DAC services, AAAE shall provide to City a final accounting, including but not limited to, all uninvoiced amounts. 4. Representations and General Warranties 4.1 By AAAE. The AAAE hereby represents and warrants to City as follows: a. Authorization and Binding Obligation. The AAAE has full corporate power and authority to enter into, deliver and perform fully its obligations under this Agreement. This Agreement has been fully executed and delivered by AAAE, and constitutes the legal, valid, and binding obligation of AAAE, enforceable against it in accordance with its terms. b. No Conflict. The execution, delivery and performance by AAAE of its obligations under this Agreement do not knowingly conflict with, result in a breach of or require any consent under the charter or bylaws of AAAE or any applicable law or regulation, any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which AAAE is a party or by which it is bound or to which it subject, or constitute a default under such agreement or instrument. 4.2 By City. City hereby represents and warrants to AAAE as follows: a. Authorization and Binding Obligation. City has full corporate power and authority to enter into, deliver and perform fully its obligations under this Agreement. This Agreement has been duly executed and delivered by City and constitutes the legal, valid, and binding obligation thereof, enforceable against City in accordance with its terms. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -3- b. No Conflict. The execution, delivery and performance by City of its obligations under this Agreement do not conflict with, result in a breach of or require any consent under, the charter or bylaws of City or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which City is a party, or by which it is bound or to which it is subject, or constitute a default under any such agreement or instrument. 5. Warranty and Use of Software for CBT Solutions a. Use of Software. The parties agree that the Software is proprietary to AAAE. AAAE retains all intellectual property rights, including copyright, patent and trade secret rights and the City agrees that the Software and all related data whether oral or written, and furnished under this Agreement are provided for the City’s (and its consultants and contractors) exclusive use for the purposes of this Agreement and will be held in confidence. The City agrees not to duplicate or disclose any information provided relative to the Software in whole or in part, for the use of others. The City will use the Software only for its own internal training purposes. b. Warranty. AAAE warrants that the software and training courses at the time of installation of CBT shall materially conform to the specifications agreed-upon in Exhibits A and B of this Agreement. In case of a nonconformance, the City shall promptly notify AAAE. AAAE shall correct any nonconformance after notification within a reasonable time by the means it determines to be the most appropriate, whether by telephone instructions, the issuance of updating documentation, corrective code, hardware replacement or modification, or other methods. Notwithstanding the warranties outlined above, AAAE makes no other warranties, express or implied, oral, or written, and makes no representation or guarantees to City whatsoever and specifically disclaims all other warranties. 6. Confidentiality 6.1 Confidentiality. Each party shall maintain in strict confidence, and agrees not to disclose to any third party, except as necessary for the performance of this Agreement when authorized by the other party in writing, Confidential Information that one party receives (“Recipient”) from disclosing party (“Discloser”). “Confidential Information” means all non-public information of a competitively sensitive nature concerning the disclosing party, including, but not limited to: (a) software, data, and information regarding services, systems or products; (b) processes, procedures, operations, engineering or technology; (c) present product lines, including without limitation, their design, manufacture, marketing, quality control, costs, configurations and uses for such products, as well as the aforementioned information related to products which are the subject of either party’s research and development; (d) customer lists, customer information, business plans or data, sales volumes, profitability figures, financial information or other economic DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -4- or business information; or (e) any efforts undertaken by either party on behalf of their members or customers. 6.2 Exceptions. Confidential Information does not include: information that is required by law and/or order of competent legal authority to be disclosed; information that is or subsequently may come within the knowledge of the public generally through no fault of Recipient; information that Recipient can show was previously known to it as a matter of record at the time of receipt; information that Recipient may subsequently obtain lawfully from a third party who has lawfully obtained the information free of any confidentiality obligations; or information that Recipient may subsequently develop as a matter of record, independently of disclosure by Discloser. 6.3 Duration. With respect to Confidential Information not constituting a trade secret, this Agreement shall remain in full force and effect for a period of three (3) years; with respect to Confidential Information constituting a trade secret, this Agreement shall remain in full force and effect for so long as the Confidential Information constitutes a trade secret. 6.4 Injunctive Relief. Recipient acknowledges that disclosure of any Confidential Information by it or its employees will give rise to irreparable injury to Discloser or the owner of such information, not adequately compensated by damages. Accordingly, Discloser or such other party may seek and obtain injunctive relief against the breach or threatened breach of this Section, in addition to any other legal remedies which may be available, without the requirement of posting bond. 7. Intellectual Property Rights 7.1 The AAAE and City acknowledge that both parties and/or third parties retain all right, title and interest under applicable contractual, copyright, intellectual property, and related laws to their previously owned, developed or obtained intellectual property and any enhancements and modifications to same and in the databases and information contained therein used to provide either party’s products or services hereunder, and the parties shall use such materials consistent with such right, title and interest and notify the applicable party of any threatened or actual infringement thereof. 7.2 The AAAE retains all its previously owned, developed or obtained intellectual property. The City shall use AAAE’s intellectual property with such rights as necessary to perform the functions of AAAE’s Background Check Web Services (BCWS), and notify AAAE of any threatened or actual infringement thereof. 7.3 In the event that development work is undertaken under this contract by AAAE, which specifically excludes all previously owned, developed or obtained intellectual property, then any such developed items shall be owned by AAAE except in instances related to CBT solutions where AAAE develops City specific data or video, which are explicitly for the City and using the City’s information, then such developed data and video shall be owned by the City. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -5- 7.4 City shall not, except as required by applicable law (and then only to that extent): • Reverse engineer, translate, disassemble, decompile the whole or any part of AAAE’s service offering, solution or proprietary assets or otherwise attempt to access same; • Assign, transfer, sell, license, sub-license, lease, rent, charge or otherwise deal in or encumber the proprietary material of AAAE or use the proprietary material of AAAE on behalf of or for the benefit of any third party, or make available the same in any way whatsoever to any third party without AAAE’s prior written consent in a fashion contrary to the terms of this Agreement; • Distribute, create derivative works of or modify proprietary material of AAAE in anyway, nor create or develop a competitive or similar offering to that of AAAE, nor use, copy, duplicate or display the proprietary material of AAAE on a commercial or development basis except as expressly provided under an agreement. 8. Data Protection The AAAE is dedicated to protecting the City provided data, including biometric and biographic information, and providing the City with the highest level of service. City provided data, which includes personal information sent to AAAE, is not disclosed, made available or otherwise used for any purposes other than for those purposes of completing fingerprint-based criminal history records checks and security threat assessments as prescribed by federal regulation or other forms of government mandate or requests or as mutually agreed upon by City and AAAE. Fingerprint and biographical information can be used for other purposes only with the data provider’s express permission or as required to comply with applicable laws. The AAAE does not disclose the City provided information to companies outside AAAE and AAAE agents and subcontractors, except as required by law. The confidentiality of City information is an important part of our operations and a standard business practice. 9. Limitation of Liability Notwithstanding the aforementioned, in no event shall any party be liable for any special, indirect, exemplary, incidental, punitive, or consequential damages arising out of or otherwise relating to the use or performance of the Services. 10. Indemnification 10.1 Indemnification. Each party (the “Indemnifying Party”) will defend the other party and its officers, directors, employees, and agents (its “Related Parties”) from DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -6- and against any claim, allegation or action (any “Action”) brought against the other party or one of its Related Parties by a third party (other than by the other party itself or another of its Related Parties) to the extent relating to, resulting from, or arising out of the gross negligence or willful misconduct of the Indemnifying Party in the performance (or failure to perform) any of its obligations under this Agreement. The Indemnifying Party will further pay those liabilities, direct damages, fees, expenses, and costs (including reasonable attorneys' fees and court costs) (“Losses”) finally awarded against the other party or one of its Related Parties in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 10.2 Non-Infringement Indemnification. AAAE will defend City from and against any action brought against City by a third party that the use by City of the Software infringes any U.S. patent, or copyright or misappropriates any trade secret in existence under any laws of any state within the U.S. AAAE will pay those Losses finally awarded against City in any such Action or those Losses agreed to in a monetary settlement of such action, as applicable. If City is, or AAAE reasonably believes City may be, enjoined from using any Software due to an action covered by this Section, AAAE may procure the right for City to continue using the Software, replace or modify the Software so that it becomes non-infringing, or terminate this Agreement and provide City a refund of any pre-paid amounts applicable to the Software (if any). AAAE will have no obligation under this Section or otherwise with respect to any action or Losses in the case of: (a) any use of any Software other than by City; (b) any use of any software not under and in accordance with this Agreement; (c) any use of any Software in combination with products, equipment, services, processes, software, data or information not supplied by AAAE; or (d) any modification of or enhancement to any Software other than by AAAE. 11. Miscellaneous 11.1 Relationship. This Agreement does not create any partnership, joint venture, franchisor-franchisee, or employer-employee relationship between the parties hereto. Neither party hereto is granted any express or implied right or authority to bind the other party hereto in any manner whatsoever. 11.2 No Third-Party Beneficiaries. There are no third-party beneficiaries entitled to enforce any provisions of this Agreement. 11.3 Entire Agreement. This Agreement, together with the Exhibits attached hereto, contains the entire agreement and understanding of the parties hereto with respect to the matters herein set forth, and all prior agreements, negotiations and understandings relating to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement. 11.4 Amendment. This Agreement may not be modified except in writing, signed by both of the parties hereto. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -7- 11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to conflicts of law principles thereof. 11.6 Notices. All communications between the parties with respect to any of the provisions of this Agreement shall be in writing, and shall be sent by personal delivery or airmail, facsimile transmission, or other commercial means of rapid delivery, postage or costs of transmission and delivery prepaid, to: If to AAAE, to: American Association of Airport Executives 601 Madison Street Alexandria, VA 22314 Attn: Kyle Herbig, Vice President – Airport Solutions If to City: City of Palm Springs ATTN: Scott Daugherty, Airport Security Coordinator 3400 East Tahquitz Canyon Way, Palm Springs, CA 92262 or at such other address, such other person’s attention, or such other facsimile number, as shall be specified by like notice. 11.7 Severability. In the event that any provision of this Agreement is declared by a court of competent jurisdiction or arbitration tribunal to be void or unenforceable, the parties hereto expressly agree that such void or unenforceable provision shall be deemed severed from this Agreement, and the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect to the extent feasible in the absence of the void and unenforceable provision. The parties furthermore agree to execute and deliver such amendatory contractual provisions to accomplish lawfully as nearly possible the goals and purposes of the provision so held to be void or unenforceable. 11.8 Waiver. Any party may waive compliance by the other party with any of the provisions of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision or the same provision in a subsequent instance. Any waiver must be in writing. 11.9 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No assignment of this Agreement or of any contractual rights or obligations hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other party hereto, which shall not be unreasonably withheld, and any attempted assignment without the required consent shall be null and void. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -8- 11.10 Cooperation. Each party hereto shall take all such steps and measures as may be requested by the other party hereto in order to effectuate the purposes of this Agreement. 11.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 11.12 Headings. The section headings and other descriptions contained in this Agreement are for reference purposes only and shall not affect any way the meaning or interpretation of this Agreement. 11.13 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all further acts and things and shall execute and deliver all such other certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 11.14 Dispute Resolution. The parties shall make good faith efforts to first resolve internally any dispute under this Agreement by escalating it to higher levels of management. 11.15 Insurance. AAAE shall procure and maintain, at its sole cost and expense, policies of insurance in the attached Exhibit “D”, incorporated herein by reference. 12. 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 “E” attached hereto and incorporated 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] DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -9- SIGNATURE PAGE TO SERVICES AGREEMENT NO. 23S080 BY AND BETWEEN THE CITY OF PALM SPRINGS AND AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of each of the parties hereto as of the date first above written. AMERICAN ASSOCIATION OF AIRPORT EXECUTIVES: By: _____________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 4/27/2023 Item No. 1O 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAF 5/2/2023 5/2/2023 DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 5/4/2023 -10- Exhibit “A” Designated Aviation Channeling Services The AAAE is a Transportation Security Administration (TSA) approved Designated Aviation Channeler (DAC) for: (1) the statutorily required biometric checks; (2) the TSA mandated biographical data checks; and (3) individual subscription enrollment to the federally mandated Rap Back Program. Specifically, AAAE’s channeling responsibilities include the receipt and processing of mandated background investigations, consisting of a (1) fingerprint-based criminal history records check and (2) biographical security threat assessment, of each individual employed in, or applying for, a position in which the individual: (3) has unescorted access, or may permit other individuals to have unescorted access, to aircraft of an air carrier or foreign air carrier or a secured or sterile area of an airport in the United States; (4) will be responsible for screening passengers or property to be carried aboard an aircraft; (5) is a supervisor of the individuals described in (4) above; (6) who exercises security-related functions associated with aircraft, or performs their duties in sensitive areas of the aviation system, as the TSA Administrator determines is necessary to ensure air transportation security; and (7) is an airport operator employee or agent known as a trusted agent who collects information from applicants and current airport identification media holders used for Criminal History Record Checks (CHRC) and Security Threat Assessments (STA) checks, transmits the information to AAAE, authorizes the issuance of identification media, or issues the identification media. In consideration of the fees paid pursuant to the terms of the Agreement, AAAE will collect and process CHRC and STAs. The AAAE service obligations are: o Accepting the City’s aviation worker fingerprints, biographical data and required payments for processing the background investigations and immediately forwarding each background check to TSA or another appropriate Federal agency for processing, using electronic means to transmit electronic prints. o Facilitating the airport’s participation in the federally mandated Rap Back program, maintaining the City’s subscriptions and providing support to the City for the program’s requirements. o Utilizing AAAE’s fingerprint tracking process, which allows for accurate fingerprint submission status at any point in the background check process. o Performing “real-time” processing to transmit fingerprints to the federal system. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -11- o Providing quality assurance and error corrections, when possible, allowing for the maintenance of one of the best error rates in the U.S. for submissions to the FBI. o Providing superior customer support to City for questions regarding AAAE services and coordinating the resolution of City problems regarding TSA technical and procedural issues. o Ensure that the City data transmitted to TSA is secured in accordance with the Federal Information Security Management Act (FISMA), DHS 4300a controls, and appropriate DHS and TSA security policies. o Ensure that processes are in strict accordance with TSA and FBI regulations and guidance and AAAE maintains the highest standards for privacy of the employee information. o Make AAAE’s BCWS platform available for integration with airport’s chosen third-party identity management provider. The City’s obligations are: City agrees to use AAAE as a DAC for the aviation worker vetting programs outlined above for the term of the agreement and so long as AAAE is approved as a DAC by TSA. City shall perform all obligations required to support AAAE in performing the services, including, but not limited to: o Delivering to AAAE formatted data, associated supporting documentation, and certification, as required by TSA; o Establishing and maintaining secure and reliable communication with AAAE and keep the communication methods in good working order; and o Providing AAAE with complete and accurate documents and biometric data for each aviation worker program applicant and in a form and format that is reasonably acceptable to AAAE. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -12- Exhibit “B” Computer Based Training Solutions Statement of Work The following is the maintenance support and service plan for the CBT solutions, also known as the Interactive Employee Training (IET). AAAE will provide Computer Based Training to the City consisting of a customized, web- based training solution. AAAE’s web-based system, the Interactive Employee Training Learning Suite (IET), is airport-specific, scalable and has cloud-based capabilities. AAAE’s obligations are as follows: AAAE will be directly involved in all aspects of the project and is responsible for planning and execution. AAAE’s team consists of a Project Manager who will be the City’s primary point of contact, and several team members who are assigned to deliver their tasks according to the project schedule or timeline. On large projects, some team members may serve as Team Leads, providing task and technical leadership. The Project Manager will be responsible for overseeing the day-to-day activity and coordinate all functions and workflows. At initiation of the project, the Project Manager will schedule a kickoff meeting to review development phases and approval cycles. The courses and their content will be provided to the City for review, and the City will have time to review course material. The Project Manager will provide the City with a project timeline and scope of work. If at any time, the City desires to make any changes or variations from the script(s) or storyboard(s) or from any material or work in progress, and such changes result in additional costs to AAAE, AAAE agrees to notify the City of the amount before any such additional costs are incurred and AAAE shall proceed only after receiving approval (written or oral) from Authorized Representative, approval by City shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. The City’s obligations are as follows: User Acceptance Testing. Those authorized to conduct user acceptance testing for the City will have seven (7) business days to make comments upon delivery from the AAAE. If no comments are received after seven (7) business days from delivery, AAAE will assume the City has accepted and approved the delivered courses and complete the project. If the City makes changes to the courses after the user acceptance period is complete, then a change order will be initiated at a rate of $150 per hour charged to the City. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -13- Maintenance Support / Service Plan Service Description 8AM - 8PM EST Monday-Friday Phone Support Includes technical telephone support between the hours of 8AM & 8PM EST Monday – Friday (except Federal holidays). Database Support Includes complete maintenance of the database and 24/7 availability of all user data. AAAE ensures data integrity by using overlapping Internet service providers (ISPs), firewall protection for the on-site and remote servers and the daily back up of all data. Helpdesk Ticketing System AAAE implements a helpdesk ticketing system to improve the quality of service, accountability, and customer satisfaction. System Updates and Patches Includes all operating and video-quality system updates and patches developed by AAAE with remote installation. Interactive Course Changes Includes periodic editing of test questions and other interactive modifications that can be accomplished in the AAAE studio/edit facilities. This package comes with a total allowance of 24 hours per year of labor. These allowance hours may be used for interactive course changes. Each additional hour of labor over the maximum amount will be billed at a rate of $150/hour. Train the Trainer Includes an annual on-site visit for the purpose of introducing our IET training system to new staff or to hold a Q&A session for staff that are familiar with IET. Our hands-on approach will also be an opportunity for us to demonstrate any new tools or features of IET. Regulatory Requirements Package includes updates to course material and videos to remain compliant with federal regulatory changes. Custom Content/Video Changes Allows for periodic changes/additions to a custom or Value-Added video course that can be accomplished in the AAAE studio/edit facilities. This package comes with a total allowance of 24 hours per year of labor. These allowance hours may be used for custom content / video changes. Each additional hour of labor over the maximum amount will be billed at a rate of $150/hour. Software Enhancements and Updates Includes periodic Learning Suite and Player enhancements AAAE will make to the IET platform to increase efficiency and automation of the software and training operation. AAAE Hosting AAAE will host the City’s training course curriculum. Required web browsers include Google Chrome, Microsoft Edge, Apple Safari, and Mozilla Firefox. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -14- Exhibit “C” Fees and Payment City shall pay the fees set forth in this Exhibit for the Services performed by AAAE as outlined in the Agreement. Fees for DAC Services City shall pay AAAE: • Fourteen dollars ($14.00) per criminal history record check (CHRC) submission or resubmission. This fee is inclusive of the federal fee assessed by the Federal Bureau of Investigation (FBI). PSP Annual Average - 1100 CHRCs x $14.00 = $15,400.00 __________________________________________________________________ • Two dollars ($2.00) per security threat assessment (STA). PSP Annual Average - 1100 STAs x $2.00 = $2,200.00 __________________________________________________________________ • One Dollar and Seventy-Five Cents ($1.75) per RAP Back subscription. PSP Annual Average – 1100 Rap Back Enrollments x $1.75 = $1,925.00 __________________________________________________________________ • Airport Employee Vetting Services Total Annual Cost Not To Exceed $19,525.00 • Airport Employee Vetting Services Three-year total not to exceed = $58,575.00 __________________________________________________________________ There shall be no annual, monthly or any other recurring fees associated with each of the aforementioned background check types. The AAAE reserves the right to adjust the above fees in case of a federal change in the price of a CHRC, provided that it provides fifteen (15) days’ notice to City prior to implementing such price adjustment. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -15- Fees for upgrade of CBT Courses and Software (One Time Fee - 1st Year) SOFTWARE DESCRIPTION PRICE Enterprise License and IET-LS Online Configuration Learning Suite (database) license for training records and reporting via web-based application. Labor required to configure IET-LS online site to the airport’s specific credential requirements to host the airport’s courses. • New Database • Current PSP SIDA and Non-Movement Area Driver Training courses • New Authorized Signatory training course • New Airport Insider Threat training course • New Airport Active Shooter training course $15,000.00 Fees for ongoing support of Computer Based Training (CBT) Solutions The City shall pay AAAE for upgrade of existing CBT Courses and Software - One Time Annual Fee = $15,000.00 The City shall pay AAAE annually for ongoing IET support = $13,200.00 The City shall pay annually for ongoing Digicast support = $4,500.00 Employee Training Services Combined - $32,700.00 / first year Employee Training Services Combined - $17,700.00 / second year Employee Training Services Combined - $17,700.00 / third year Employee Training Services Combined Three Years – Total $68,100.00 NOTE: Airport Employee Vetting Services and Training Services to be Invoiced and Paid Separately. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -16- Exhibit “D” Insurance 1. Procurement and Maintenance of Insurance. AAAE shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from AAAE’s performance under this Agreement. AAAE 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. AAAE 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 AAAE’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. 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 AAAE has no employees, AAAE shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 4. Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by AAAE in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -17- 3. Primary Insurance. For any claims related to this Agreement, AAAE’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of AAAE’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. 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. 5. Verification of Coverage. AAAE 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 AAAE’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. D. The Workers’ Compensation policy shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -18- 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 AAAE’s obligation to provide them. 6. 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) AAAE 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. AAAE guarantees payment of all deductibles and self-insured retentions. 7. 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -19- Exhibit “E” 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -20- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -21- 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: Does Not Apply 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) DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -22- and its efforts to meet the goals. The hours of minority and female employment and training must be 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -23- 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 adjusted for inflation and is $250,000. REQUIREMENT - See Section 4.5 of the Agreement. Reference: 2 CFR § 200 Appendix II(A) DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -24- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -25- 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 sexual 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -26- 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 (Non-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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -27- and adverse human health or environmental effects on minority and low-income populations); • 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 e xclusive 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -28- 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: 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -29- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -30- 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 tier 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -31- 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. 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -32- 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. 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) 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. Reference: 2 CFR Part 200, Appendix II(D); 29 CFR Parts 3 and 5 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -33- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -34- weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -35- (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -36- (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 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -37- (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 may, after written 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 Office 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 apprenticeship 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -38- (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 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -39- 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. 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -40- 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 must 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -41- 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 contractor 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, DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -42- with a copy to the City, of its intent to request to terminate and/or substitute, and the reason for the request. The prime contractor must give the DBE five days to respond to the prime contractor's notice and advise the City and the Contractor of the reasons, if any, why it objects to the proposed 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -43- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -44- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -45- 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) DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -46- 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 acquisition 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -47- (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 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -48- STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS a. “Covered area” means the geographical area described in the solicitation from which this contract resulted; 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -49- 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. 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -50- 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. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -51- j. Encourage present minority 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 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 except 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -52- 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 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 to 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -53- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -54- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -55- 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 subcontract 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 noise 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, rest 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. DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -56- (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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -57- 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 reference 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -58- 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) DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -59- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -60- FAA - 23 Seismic Safety APPLICABILITY – Contract Types – This provision applies to construction of new buildings 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -61- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -62- 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -63- 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 is 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -64- subcontractor that it is not a firm from a foreign country included on the list of countries that 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 DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -65- 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) DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 -66- 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) DocuSign Envelope ID: E0EDB630-94CE-428C-8099-A8C248EB5FAFDocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 AirBadge, LLC 2777 Yulupa Ave Suite 229 Santa Rosa CA, 95405 visit: AirBadge.us June 2nd, 2022 It is our understanding that Palm Springs International Airport (PSP) is currently seeking to identify and implement a compliance solution to facilitate the airport ’s compliance with federal aviation security requirements, including 49 CFR § 1542 sections 207, 209, 211 and 213 and all applicable aviation Security Directives (SDs) including the SD 1542-04-08 series. AirBadge and AAAE are the only service providers that offer a comprehensive and wholly-integrated compliance services package that incorporates three required security elements for U.S. airports: background checks via AAAE’s TSA certified Transportation Security Clearinghouse (TSC), AAAE’s interactive employee training (IET) currently used by PSP, and airport badge auditing tools with a single source for airport identity management via AirBadge. This unique compliance services package directly assists the airport in complying with the stringent security requirements set by the Transportation Security Administration (TSA). AirBadge is the only Identity Management System (IdMS) explicitly designed for smaller airports with a subscription-based fee model. By utilizing our unique compliance service package, small airports can effectively and efficiently meet and exceed the same federal security requirements as larger airports that typically have far more staff and resources to devote to compliance activities. In addition to compliance, AirBadge is the only SaaS (Software as a Service) IdMS available in the market and is exclusively integrated with the leading vetting and training platforms provided by AAAE which operates as an airport-focused not-for-profit. Our unique SaaS model offers multiple specific benefits to PSP including: ●Rapid Implementation Timeline - AirBadge has the ability to deploy PSP’s software environment in minutes and have it implemented and configured in weeks. Conversely, existing IdMS vendors in the market only offer on-premise IdMS systems which require extensive airport on-premises IT support and physical servers and take an average of 2+ years to implement. ●No Upfront Capital Expenditure - AirBadge requires no upfront capital expenditure. Legacy On-premise IdMS systems typically cost $1,000,000 (or more) to deploy their services, hardware, and configuration and these costs do not include airport IT support and ongoing airport maintenance of servers ●Predictable Ownership Cost - AirBadge service includes support, hosting, maintenance, and updates which nullifies the technical debt to the airport, simultaneously providing a consistent cost of ownership. On-premises platforms periodically charge hundreds of thousands of dollars for product upgrades and regularly charge for maintenance and support. TSA requires that every airport badge applicant submits biographic and biometric data for required background checks and completes specific safety and security training to qualify to hold an airport-issued access credential. There are only two companies currently authorized to process the Page:1 of 2 DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 biometric and biographic data for federally required airport worker background checks AAAE’s TSC and Telos. As evidenced by Scott Daugherty’s research and existing utilization of the Telos product, Telos does not provide the required training services. In addition to the lack of training services, Telos does not provide its clients with an IdMS to manage badge holder compliance information or TSA-mandated audits. Failure to comply with these audits and produce results acceptable to TSA can result in compliance findings and civil penalties. Given the above, AAAE and AirBadge are the only vendors in the market that can offer PSP a complete compliance service with integrated communication between TSC, IET, and AirBadge. Additionally, the compliance service package is the only affordable solution and the only option that can be delivered within the next 24 months without the addition of more airport staff and resources. We welcome the opportunity to support PSP’s federal aviation security compliance needs and are happy to provide any additional information that may assist the airport in its evaluation. Sincerely, Dylan Smallcomb - Co-Founder @ AirBadge Page:2 of 2 DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 09 13 18) PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. Address of Entity (Principle Place of Business) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? Yes No 5. Type of Entity Corporation Limited Liability Company Partnership Trust Other (please specify) 6. Officers, Directors, Members, 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 Other ____________________________________ Amercian Associaiton of Airport Executives 601 Madison Street, Alexandria, VA 22314 Virginia Todd Hauptli, President & CEO Mark Gale, Chair Perry Miller, First Vice Chair DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 (Revised 09 13 18) 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE [name of owner/investor] 50%, ABC COMPANY, Inc. [percentage of beneficial interest in entity and name of entity] A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date N/A 3/14/23 DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/3/2023 19682 American Association of Airport Executives 601 Madison Street Suite 400 Alexandria, VA 22314 27120 29424 914 20443 29459 1 A 1,000,000 30 UUN BD4459 4/1/2023 4/1/2024 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B 30 UEN BD4765 4/1/2023 4/1/2024 10,000,000C 30 RHU BD5227 4/1/2023 4/1/2024 10,000,000 10,000 D 30WEAW3YP5 4/1/2023 4/1/2024 1,000,000 N 1,000,000 1,000,000 E Prof./Cyber Liab.652512376 4/1/2023 Each Claim/Aggregate 5,000,000 F Third-Party Fidelity 13 KM 0331988-23 4/1/2023 4/1/2024 $10,000 Ded.1,000,000 When required by written contract, The City of Palm Springs, its officials, employees, and agents are listed as Additional Insured as respects General Liability, Automobile Liability and Professional Liability per the policy terms and conditions. When required by written contract, these General Liability, and Automobile Liability are primary and non-contributory per the policy terms and conditions. When required by written contract, a waiver of subrogation applies in favor of the Additional Insured as respects General Liability, Automobile Liability, Workers Compensation, and Professional/Cyber per form per the policy terms and conditions. Umbrella Liability follows form and sits over the General Liability, Automobile Liability and Employers Liability per the policy terms and conditions. Professional Liability/Cyber Liability has a retention limit of $100,000. 30 days written notice for cancellation except 10 days written notice for non- payment of premium to the Certificate Holder applies as respects General Liability, Automobile Liability, Workers Compensation, Umbrella Liability and SEE ATTACHED ACORD 101 The City of Palm Springs, its officials, employees and agents Attn: Suzanne M. Seymour 3400 E Tahquitz Canyon, Suite 1 Palm Springs, CA 92262 AMERASS-13 MSTABLER Hub International Mid Atlantic 1445 Research Boulevard, Suite 340, Rockville, MD 20850 Mary Stabler mary.stabler@hubinternational.com Hartford Fire Insurance Company Trumbull Insurance Company Hartford Casualty Insurance Company Hartford Insurance Group Continental Casualty Company Twin City Fire Insurance Company X 4/1/2024 X X X X X X X DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Hub International Mid Atlantic AMERASS-13 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 American Association of Airport Executives 601 Madison Street Suite 400 Alexandria, VA 22314 SEE PAGE 1 MSTABLER 1 Description of Operations/Locations/Vehicles: Professional/Cyber Liability per the policy terms and conditions. "5A" DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 DocuSign Envelope ID: AACC7C84-CE15-4664-950A-FE70993E9588 *�3SG�( AMERASS-13 ACORO' CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDDP THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.' CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORi--.- REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hub International Mid Atlantic 1445 Research Blvd Suite 210 Rockville, MD 20850 INSURED American Association of Airport Executives 601 Madison Street Suite 400 Alexandria, VA 22314 PHONE (AIC, No, Eat): ADDRESS: mary.stablerQhubintemaUonaLt INSURER(S) AFFORDING COVERAGE INSURER A: Hartford Fire Insurance Compa INSURER e:Trumbull Insurance Company INSURERC: Hartford Casualty Insurance Cc INSURER D:Twin City Fire Insurance Comp; INSURER E: Continental Casualty Company COVERAGES CERTIFICATE NUMBER: REVISION NUMBER- 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLINSQISUBRWVDi POLICY NUMBER POLICY EFF POLICY EXP ILTN LIMIT$ A'I X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 42UUNBA4D2J 411/2024 4/112025 EACH OCCURRENCE $ 1,000,000 DAMAGE TOaENTEO 1�gpp�pgg MED EXP (Any onePerson) 10,000 PERSONAL B ADV INJURY $ 1,000,000 AGGREGATE LIMITAPPLIES PER: POLICY ❑ JECT rx-1 LOC GENERAL AGGREGATE $ 2,000,000 G PRODUCTS. COMP/OP AGG 2,000,000 OTHER: B AUTOMOBILELIABILITY COMaINED SINGLE LIMIT 1,000�000 X ANY AUTO !� OWNED SCHEDULED AUTOS ONLY AUTOS I42UENBD4765 4/112024 4/1/2025 BODILY INJURY Per Reason) $ BODILY INJURY Per accident eracddenl MACE $ EEpp AUTOS ONLY AUTOSONLV C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 10,000,000 EXCESS LAB I I CLAIMS -MADE 42RHUBCON17 4IM024 4/1/2025 AGGREGATE s 10,000,000 DED I X I RETENTIONS 10,000 D WORKERS COMPENSATION YIN MYPROPREIIETgOERRIPARTNERIEXECUTNE (Nhmchdoryin NH) EXCLUDED? tt yes, describe under DESCRIPTION OF OPERATIONS bakes N/A 42WEAW3YP5 4/1/2024 X PTR OTH- 4I112025 E.L. EACH ACCIDENT - E,L._DISEASE - EA EMPLOYE E.L. DISEASE- POLICY LIMIT $ -- E Prof./Cyber Liab. 652512376 4/1/2024 4I112025 Each Claim/Aggregate 5,000,000 D �IThird-Party Fidelity 13 KM 0331988.23 4/1/2024 4/112025 $10,000 Ded. 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Add'dlonal Remarks Schedule, may oe attached If more space Is required) When required by written contract, The City of Palm Springs, its officials, employees, and agents are listed as Additional Insured as respects General Liability, Automobile Liability and Professional Liability per the policy terms and conditions. When required by written contract, these General Liability, Automobile Liability, and Professional Liability coverages are primary and non-contributory per the policy terms and conditions. When required by written contract, a waiver of subrogation applies in favor of the Additional Insured as respects General Liability, Automobile Liability, Workers Compensation, and ProfessionallCyber per form per the policy terms and corplyeg�r..aLlp�b� lability follows form and sits over the General Liability, Automobile Liability and Employers Liability per the policy terms and conditions. /iiFaliI@Ib�ylCyber Liability has a retention limit of $100,000. 30 days written notice for Cancellation except 10 days written notice for nonpayment of premium to the Certificate Holder applies as respects General Liability, Automobile Liability, SEE ATTACHED ACORD 101 OFFICE OF THE CITY The City of Palm Springs, its officials, employees and agents 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PIRAT10 DATE THEREOF, NOTICE WILL BE DELIVERED IN ANCE WITH THE POLICY PROVISIONS. w1A—�t�.nrl-- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACGOR O° AGENCY Pub international Mid Atlantic POLICYNUMSER EEPAGEI CARRIER EE PAGE 1 AGENCY CUSTOMER ID.AMERASS-13 GREDDY LOC #: 1 I:x ADDITIONAL REMARKS SCHEDULE Page 1 a NAMED INSURED American Association of Airport Executives VA 22314 NAIC CODE ;EE P 1 1 EFFECME DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations[Vehicies: Workers Compensation, Umbrella Liability and ProfessionallCyber Liability per the policy terms and conditions. "5A" ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD