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HomeMy WebLinkAbout23P050 - InterVISTAS Consultanting USA LLCCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 6.13.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Amendment No. 1 to Contract Services Agreement No. 23P050 InterVISTAS Consulting USA LLC Josh Cohn josh.cohn@InterVISTAS.com Federal Inspection Services FIS Facility Feasibility Study 385,000 April 1, 2023 - December 31, 2024 N/A Same as company contact Aviation & VGPS Harry / 3845 N/A 23P050 1 - Yes Yes Yes - No 4/25/24 Christina Brown DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 Page 1 of 3 Revised: 10.31.23 AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENT NO. 23P050 BETWEEN THE CITY PALM SPRINGS AND INTERVISTAS CONSULTING USA LLC 1. Parties and Date. This Amendment No. 1 to the Contract Services Agreement is made and entered into as of this 31st day of March, 2024 by and between the City of Palm Springs (“City”) and InterVISTAS Consulting USA LLC, a Limited Liability Company, (Contractor). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Contract Services Agreement 23P050” dated April 1, 2023 (“Agreement”) for the purpose of a Federal Inspection Services FIS Facility Feasibility Study at the Palm Springs International Airport for an amount not to exceed $385,000. 2.2 Amendment. The City and Contractor desire to amend the Agreement to extend the term to allow more time to compensate for the delay of the Airport Master Plan which affected the timeline of the Federal Inspection Services FIS Facility Feasibility Study. 2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 4.2 of the Agreement. 3. Terms. 3.1 Section 4.4 Term. Section 4.4 of the Agreement is hereby amended in its entirety to read as follows: "4.4 Term.Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year and nine months, commencing on April 1, 2023, and ending on December 31, 2024, unless extended by mutual written agreement of the Parties. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 Page 2 of 3 Revised: 10.31.23 otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 Page 3 of 3 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND INTERVISTAS CONSULTING USA LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 N/A N/A By: _______________________________ By: _______________________________ DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 4/25/2024 Holder Identifier : 7777777707070700077761616045571110764406137214574007762317570405032071561557376302300770415564276475107363357634661102077270156423557710735021266311176107606100453275531076727242035772000777777707000707007 7777777707070700073525677115456000754623353506767007033317051236220071437773034663000743363225312244007027622652433110074237622164225510713227621653315107522266713563015077756163351765540777777707000707007Certificate No : 570104209799 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/06/2024 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). 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. PRODUCER Aon Risk Services Central, Inc. Minneapolis MN Office 5600 West 83rd Street 8200 Tower, Suite 1100 Minneapolis MN 55437 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 11000Sentinel Insurance Company, LtdINSURER A: 35289The Continental Insurance CompanyINSURER B: 11156Homesite Insurance Company of FLINSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: InterVISTAS Consulting USA LLC 1701 Rhode Island, NW Suites 3-117 & 2-119, Washington DC 20036 USA COVERAGES CERTIFICATE NUMBER:570104209799 REVISION NUMBER: 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, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $300,000 $10,000 $1,000,000 $2,000,000 $2,000,000 $1,000,000H. & N.O. Auto A 03/01/2024 03/01/202541 SBA AF1857 DV PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident)X X BODILY INJURY (Per accident) $1,000,000A03/01/2024 03/01/2025 COMBINED SINGLE LIMIT (Ea accident)41 SBA AF1857 DV EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $1,000,000 $1,000,000 $10,000 03/01/2024UMBRELLA LIABA 03/01/202541 SBA AF1857 DV RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH-ERPER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below Limit (1)PEO01504201 03/01/2024 03/01/2025 SIR applies per policy terms & conditions $25,000SIR/Deductible (1) Limit (2)$3,000,000 E&O - Professional Liability - Primary C $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEPalm Springs International Airport (PSP) 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs CA 92262 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Numbe See Certificate Numbe 570104209799 570104209799 Aon Risk Services Central, Inc. 570000094255 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # InterVISTAS Consulting USA LLC TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER C E&O - Professional Liability - Primary PEO01504201 03/01/2024 03/01/2025 SIR/Deductible (2) $3,000,000 ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 DocuSign Envelope ID: 8DE616CF-566A-420D-B35D-267C4EAFAD91 CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: InterVISTAS Consulting USA LLC Solomon Wong, Project Manager Federal Inspection Services FIS Facility Feasibility Study $385,000 TBD 1 year Contract Administration Lead Department: Contract Administrator: Aviation and Visit Greater Palm Springs Harry Barrett Contract Approvals Council/City Manager Approval Date: Minute Order/Resolution Number: Agreement Number: TBD 23P050 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: √ Coming Coming Contract prepared by: Kim Baker Submitted on: 3.7.2023 By: Kim Baker         55575.18165\40924544.1 Page 1 of 19 CONTRACT SERVICES AGREEMENT 23P050 FEDERAL INSPECTION SERVICES FIS FACIILITY FEASIBILITY STUDY THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 1, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), Visit Greater Palm Springs (“VGPS”), and InterVISTAS Consulting USA LLC, a Limited Liability Company, (“Contractor”). City and VGPS are collectively referred to as “City/VGPS”. City/VGPS and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City/VGPS require the services of a Contractor, for Federal Inspection Services FIS Facility Feasibility Study, (“Project”). B. Contractor has submitted to City a proposal to provide a two phased study, under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City/VGPS for the Project. D. City and VGPS desire to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City and VGPS as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the         55575.18165\40924544.1 Page 2 of 19 facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $ 385,000. VGPS is responsible for payment of the costs of Phase I in the amount of $70,000 and the City is responsible for the payment of the costs of Phase II in the amount of $315,000. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to VGPS for Phase I and the City for Phase II an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s and VGPS’s finance directors. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City or VGPS shall pay Contractor for all expenses stated in the invoice that are approved by City or VGPS and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City and VGPS, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City or VGPS for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City or VGPS. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer for the City and VGPS.         55575.18165\40924544.1 Page 3 of 19 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority or VGPS in its capacity as a tourism agency. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City or VGPS may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, commencing on April 1, 2023, and ending on March 31, 2024, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City or VGPS may terminate this Agreement at any time, with or without cause, as to itself, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City or VGPS. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City or VGPS shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City or VGPS shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's or VGPS’s corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City and VGPS. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Solomon Wong, Project Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City and VGPS to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting         55575.18165\40924544.1 Page 4 of 19 sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer") for the City and the CEO or designee for VGPS. Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City or VGPS to the Contract Officer. Unless otherwise specified, any approval of City or VGPS shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City or VGPS to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's or VGPS’s express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City or VGPS. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City or VGPS, Contractor shall be responsible to City and VGPS for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City or VGPS. 5.4 Independent Contractor. Neither City nor VGPS nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and VGPS and shall not be an employee of City or VGPS and shall remain at all times as to City and VGPS a wholly independent contractor with only such obligations as are consistent with that role; however, City and VGPS shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City of VGPS. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City or VGPS in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager or VGPS CEO, the City and VGPS shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Solomon Wong Project Manager Josh Cohn Assistant Project Manager         55575.18165\40924544.1 Page 5 of 19 Ellen McClain Security Risk Assessment Lead Marcus Lam Market Analysis Lead Doris Mak Economic Impact Lead Mark Taylor Financial Feasibility Lead Steve Domino Scope & Capability Lead, Stakeholder Engagement Lead David Crook Environmental Compliance Lead Carl Neser Cost Estimating Lead 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City and VGPS, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, VGPS and their respective officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements,         55575.18165\40924544.1 Page 6 of 19 damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City or VGPS, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City or VGPS for their respective phases of the Services. Contractor shall deliver all above-referenced documents to City or VGPS, as applicable, upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City or VGPS of their full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services         55575.18165\40924544.1 Page 7 of 19 under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City or VGPS, Contractor shall provide City or VGPS, or other agents of City or VGPS, such access to Contractor’s books, records, payroll documents, and facilities as City or VGPS deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City or VGPS hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City or VGPS shall be deemed to waive or render unnecessary City’s of VGPS’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, any Party to the agreement may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be         55575.18165\40924544.1 Page 8 of 19 entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES and VGPS: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City or VGPS shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or VGPS or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City or VGPS has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s and VGPS’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To VGPS: Visit Greater Palm Springs Attention: CEO         55575.18165\40924544.1 Page 9 of 19 70100 CA – 111 Rancho Mirage, California 92270 To Contractor: InterVISTAS Consulting USA LLC Attention: Solomon Wong 66 Bovet Road, Suite 370 San Mateo, CA 94402 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE]         55575.18165\40924544.1 Page 10 of 19 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS, VISIT GREATER PALM SPRINGS AND INTERVISTAS CONSULTING USA LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ Agreement No. _________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: CITY: VGPS: By: _____________________________ By: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Date: ____________________________ Date: ____________________________              55575.18165\40924544.1 Page 11 of 19 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance         55575.18165\40924544.1 Page 12 of 19 SCOPE OF WORK 1.1 Background: Palm Springs International Airport (PSP) is a commercial service airport which is owned and operated by the City of Palm Springs. PSP serves 13 airlines and roughly 2 million passengers per year with destinations to and from cities in the United States as well as pre-cleared Canadian destinations. The City of Palm Springs works in coordination with Visit Greater Palm Springs which represents the nine Coachella Valley resort cities in marketing and economic development for the entire valley area. The City of Palm Springs recently set a goal for PSP to expand international air service to additional Canadian cities, as well as to destinations in Central America, South America and Europe. PSP is partnering with Visit Greater Palm Springs to coordinate a two-phased study which would be used to support construction of a Federal Inspection Station (FIS) and fund associated Customs and Boarder Protection (CBP) personnel to meet that goal. The partnership between PSP and VGPS is intended to streamline the process and pool resources, with each agency funding different phases of the study. 1.2 Scope: A. General - The scope of work will consist of a feasibility study for adding a Federal Inspection Services Facility and an International Terminal to the Palm Springs International Airport. The study will be funded by two different agencies the Palm Springs International Airport and Visit Greater Palm Springs. B. Phase I – This Phase will be funded by Visit Greater Palm Springs and the Contractor will build and submit between four to five case studies on airports similar in size to Palm Springs International Airport that have added a Federal Inspection Services Facility and that have added or are adding an international terminal. Case studies can span any date ranges and should include, but are not limited to: 1. Determining what research was conducted to validate the need for a FIS 2. How successful the FIS addition was, including number of new flights, increase in revenue, etc. 3. Determining how the approvals were obtained from Homeland Security for customs, border patrol, etc. 4. How the airport validated the investment 5. How much the addition cost in its entirety 6. How the project was funded 7. Does the international terminal flex between domestic and international arrivals 8. How long the addition took to complete 9. What the operational cost are of the FIS, including any environmental compliance, and safety and security costs. C. Phase II – This phase will be funded by the Palm Springs International Airport (PSP). Using the information collected in Phase I, produce an analysis and business case for PSP that would be used to support the construction of an FIS and expansion of international flights to Palm Springs. Upon review of Phase I deliverables, PSP will make a determination on the appropriateness of proceeding with Phase II of the         55575.18165\40924544.1 Page 13 of 19 study. Phase II analysis and business case elements will need to incorporate at a minimum: 1. A market analysis of passenger trends and airline growth at PSP 2. Environmental Compliance Assessment 3. The economic impact of a FIS facility at Palm Springs International Airport, including job creation and regional economic growth 4. Facility siting alternatives, including opportunities and a plan for supporting a temporary FIS facility while a permanent facility is being constructed 5. A Scope and Capability analysis including strategic process, resource, and costs factors. 6. Financial Feasibility Report and Rough Order of Magnitude Costs Estimate 7. Security Risk Assessment 8. Discussion and outcomes from stakeholder meetings 9. Other factors agreed to by PSP and the consultant to support a business case 1.3 Deliverables: Phase I - Contractor shall provide between four and five case studies of complete research including data collection, tabulation, analysis and reporting. The Contractor shall be responsible for determining the accuracy of submitted case studies. Data should be collected from publicly available information and industry activity data. Phase II – The Contractor shall provide a final analysis and business case with complete research consulting including data collection, tabulation, analysis, and reporting. The Contractor shall be responsible for ensuring thorough and complete analysis, in line with industry standards. Throughout the project, the Contractor shall be accessible to PSP’s project on a regular and as-needed basis. The Contractor and project team shall also establish a regular communication format through which the team and stakeholders can be kept current as to the study’s progress. 1.4 Schedule: Phase I - Work will commence on issue of a notice to proceed for Phase I, and all work shall be completed within 120 days. Phase II – Work will commence upon issue of a notice to proceed for Phase II, and all work shall be completed within 180 days. 1.5 Compensation: Phase I - Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. Phase II - Work will be compensated on a lumpsum basis. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to         55575.18165\40924544.1 Page 14 of 19 support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.         55575.18165\40924544.1 Page 15 of 19         55575.18165\40924544.1 Page 16 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds)         55575.18165\40924544.1 Page 17 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City and VGPS, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City and VGPS of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, VGPS, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City and VGPS prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___x_____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and VGPS and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self- insurance maintained by City, VGPS and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contract or’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, VGPS, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this         55575.18165\40924544.1 Page 18 of 19 Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City and VGPS of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City and VGPS with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City and VGPS before work commences. City and VGPS reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omis sions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, VGPS, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City or VGPS may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, VGPS, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.         55575.18165\40924544.1 Page 19 of 19 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, VGPS, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.         PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. Address of Entity (Principal Place of Business) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? F Yes F No 5. Type of Entity F Corporation F Limited Liability Company F Partnership F Trust F 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 ________________________ F Officer F Director F Member F Manager [name]F General Partner F Limited Partner FOther ___________________________ _______________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other __________________________ ________________________________F Officer F Director F Member F Manager [name]F General Partner F Limited Partner F Other __________________________ ,QWHU9,67$6&RQVXOWLQJ86$//& &RQQHFWLFXW$YH6XLWH:DVKLQJWRQ'& %RYHW5RDG6XLWH6DQ0DWHR&$ ; Delaware Daniel Skwarek Gavin Duncan Yi-Chun Lee Continues on next page.         PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 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 ________________________ F Officer F Director F Member F Manager [name]F General Partner F Limited Partner FOther ___________________________ _______________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other __________________________ ________________________________F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other __________________________ Mark Taylor Solomon Wong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