Agreement with Kuniklo Corporation

PROFESSIONAL SERVICES AGREEMENT
With KUNIKLO CORPORATION
for Labor Compliance Services for Construction Projects

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Kuniklo Corporation, an Arizona Corporation, authorized to do

business in the State of Arizona, ("Consultant") as of the ___2nd day of May , 2024 (“Effective Date”).
RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Scope of Work (the "SOW");

B. City desires to retain the professional services of Consultant to develop, create, make, generate, supply, deliver,
provide and/or perform the specific benefits, services, tasks, activities, expertise, etc. as set forth in the Scope
of Work; and

C. City and Consultant desire to memorialize theit agreement with this document.

AGREEMENT

The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractors.

11 Professional Services. Consultant will provide all Services necessary to assure all portions, tasks,
activities and specifications of the SOW (the “Services”) are completed timely and efficiently
consistent with the SOW’s requirements, including, but not limited to, working in close interaction
and interfacing with City and its designated employees, and working closely with others, including
other consultants or contractors, retained by City.

1.2 Project Team.
a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and handle
all aspects of the SOW such that the work produced by Consultant is consistent
with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

(1) The Project Manager and all other employees assigned to the perform the SOW by
Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the perform the SOW by Consultant.

c. Discharge, Reassign, Replacement.

() Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to perform the SOW who have been approved by
City without City's prior written consent unless that person leaves the employment
of Consultant, in which event the substitute must first be approved in writing by

City.

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(3) Consultant will change any of the membets of the Project Team at the City's request
if an employee's performance does not equal or exceed the level of competence that
the City may reasonably expect of a person performing those duties, or if the acts
or omissions of that person are detrimental to the completion of the SOW.

Subcontractors.

(1) Consultant may engage specific technical contractors (each a "Subcontractor") to
furnish certain Service.

(2) Consultant will remain fully responsible for Subcontractor's Services.
(3) Subcontractors must be approved by the City.

(4) Consultant will certify by letter that all contracts with Subcontractors have been
executed incorporating requirements and standards as set forth in this Agreement.

Schedule. ‘The Services will be undertaken in a manner that ensures the SOW is completed on time and in
a cost- efficient manner. The Services, including any interim milestones, shall be completed in accordance
with the schedule contained in Exhibit A.

Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the SOW
and identified in this Agreement.

Licensing. Consultant warrants that:

a.

Consultant and its Subconsultants or Subcontractors will hold all appropriate and required
licenses, registrations and other approvals necessary for the lawful furnishing of Services
("Approvals"); and

Neither Consultant nor any Subconsultant or Subcontractor has been debarred or otherwise
legally excluded from contracting with any federal, state, ot local governmental entity
("Debarment").

(1) City is under no obligation to ascertain or confirm the existence ot issuance of any
Approvals or Debatments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance.

a.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors,
warrants compliance with this section.

Coordination: Interaction.

a.

For projects that the City believes requires the coordination of various professional services,
Consultant will work in close consultation with City to proactively interact with any other
professionals retained by City ("Coordinating Professionals").

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3.5

Compensation.

4.1

4.2

4.3

Consultant will meet to review the Services to be provided in the SOW, Schedule and in-
progtess work with Coordinating Professionals and City as often and for durations as City
reasonably considers necessary in order to ensure the timely work delivery and SOW
completion.

For projects not involving Coordinating Professionals, Consultant will proactively interact

with any other contractors when directed by City to obtain or disseminate timely information
for the proper execution of the SOW.

Work Product.

a.

Ownership. Upon receipt of payment for Services furnished, Consultant grants to City, and
will cause its Subconsultants or Subcontractors to grant to the City, the exclusive ownership
of andall copyrights, if any, to evaluations, reports, drawings, specifications, project manuals,
surveys, estimates, reviews, minutes, all "architectural work" as defined in the United States
Copyright Act, 17 U.S.C § 101, ¢ seq., and other intellectual work product as may be
applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e-g., "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.

Compensation. Consultant's compensation for the Services, including those furnished by its
Subconsultants or Subcontractors will not exceed $125,000 as specifically detailed in Exhibit B

("Compensation").

Change in Scope of Work. The Compensation may be equitably adjusted if the original SOW is
significantly modified, but only as provided below.

a.

Adjustments to the SOW, including adding any additional Services or any change in the
amount of Compensation available hereunder, require a written amendment to this
Agreement and may require City Council approval.

Additional services which are outside the scope of the original SOW contained in this
Agreement may not be performed by the Consultant without prior written authorization
from the City.

Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.

Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred by
Consultant in connection with this Agreement, without mark-up (the “Reimbursable Expenses”).
including, but not limited to, document reproduction, materials for book preparation, postage,

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courier and overnight delivery costs incurred with Federal Express or similar catriers, travel and car
mileage, subject to the following:

a.

Mileage, airfare, lodging and: other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies and
procedures for business travel expense reimbursement made available to Consultant for
teview ptior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and
Com The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified in Section 4.1 above.
5. Billings and Payment.

5.1 Applications.

Consultant will submit monthly invoices (each, a "Payment Application") to City's Project

a.
Manager and City will remit payments based upon the Payment Application as stated below.
b. The period covered by each Payment Application will be one calendar month ending on the
last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Consultant and its Subconsultants and
Subcontractors; and

(2) Unconditional waivers and releases on final payment from all Subconsultants and
Subcontractors as City may reasonably request to assure the City will be free of
claims arising from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications.

If the Payment Application is rejected, the Project Manager will issue a written listing of the

a.
items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.
6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering

a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.

a.

Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this

Agreement within seven days after receipt of written notice specifying the breach.

a.

Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable

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amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accotdance with the provision of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons ot damages to property which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
covet Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL). Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.

b. Automobile Liability. Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c. Professional Liability. Consultant must maintain a Professional Liability insurance covering

errors and omissions arising out of the work or services performed by Consultant, or anyone
employed by Consultant, or anyone for whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $1,000,000 for each claim and
a $1,000,000 annual aggregate limit.

d. Worker’s Compensation. Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

8.2 Indemnification.

a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys’ fees and litigation
expenses (each, a "Demand or Expense” collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the SOW
and/or Services.

b. This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.

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8.3

8.4

8.5

8.6

8.7

8.8

c. Consultant is not required to indemnify any Indemnified Parties for, from, ot against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault

solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain, or
be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or in
connection with the performance of all tasks or work necessary to complete the Services as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant or on
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later

revisions ate used.

b. For any claims related to the SOW and/or Services, the Consultant’s insurance coverage
shall be primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant's insurance and shall not
contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a

non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, ot copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endorsements
prior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
tight to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endotsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for performance or completion of the Project.

Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the tisk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

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10.

11.

E-verify, Records and Audits. To the extent applicable under A.R-S. § 41-4401, the Consultant warrants
their compliance and that of its sabconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.RS. § 23-214(A). The Consultant or
subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other patty to ensure that the other party is complying
with the above-mentioned wartanty. The Consultant and subconsultant warrant to keep their respective
papets and records open for random inspection during normal business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto
their respective properties to perform the random inspections and waiving their respective rights to keep such
papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during
the term of this Agreement, will not use:

the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c any contractors, subcontractors or suppliers that use the forced labor or any goods or

services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

13.1. A notice, request or other communication that is requited or permitted under this Agreement (each
a "Notice") will be effective only if:
a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c Notice will be deemed to have been delivered to the petson to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original signatures.

13.2 Representatives.
a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the SOW and/or Services, and his or her address
for Notice delivery is:

Kuniklo Corporation
c/o Patricia T. Olds, President/CEO
10000 N. 31st Ave, Suite C100-140

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14.

15.

Phoenix, Arizona 85051
602-570-8711
patti@kuniklo.com

City. City's tepresentative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Yolanda Poole
5850 W. Glendale
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301

Concurrent Notices.

(1) All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2) A notice will not be deemed to have been received by City's representative until the

time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or mote designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the SOW ot Services.

Entire Agreement; Survival; Counterparts; Signatures.

15.1

15.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the SOW or this Agreement.

a.

Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreements subject matter.

Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the patties.

Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts attached as Exhibit A, and this Agreement, will be resolved by the
terms and conditions stated in this Agreement.

Interpretation.

a.

The patties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.

The parties are of equal batgaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

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16.

17.

18.

19.

c The Agreement will be interpreted in accordance with the laws of the State of Arizona.

15.3 Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the SOW, or the earlier termination of this
Agreement.

15.4. Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

15.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

15.6 Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.

15.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Term.

16.1 Extensions. The term of this Agreement commences upon the effective date and continues for a
one (1) year initial period. ‘The City may, at its option and with the approval of the Consultant, extend
the term of this Agreement an additional four (4) years, on an annual basis. Consultant will be notified
in writing by the City of its intent to extend the Agreement period at least thirty (30) calendar days
prior to the expiration of the original or any extension petiod. Price adjustments will only be reviewed
during the Agreement extension period and will be a determining factor for any extension. There
ate no automatic extensions or renewals of this Agreement.

16.2 Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including
the initial term and any extensions, at the City’s sole discretion, this Agreement may be extended on
a month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the setvices/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
coutt having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the ordinances,
charter, rules and regulations of the respective entity and the approval of the Contractor and City. For a list
of SAVE members, click on the following link:

http: / /www.mesaaz.gov/business/purchasing/save

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Scope of Work
Exhibit B Compensation

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The parties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Kuniklo Corporation,
Arizona Corporation

Vda — 05/02/2024

y:” Patricia ‘T. Olds
Its; President/CEO

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10/05/2023

EXHIBIT A
Professional Services Agreement

SCOPE OF WORK

Attached RFP 24-40 and RFP 24-40 Response Workbook.

City of Glendale CITY OF GLENDALE

G Solicitation Number: RFP 24-40 / 42400058 | co7o\weet Brown strect

<4 LABOR COMPLIANCE SERVICES FOR Suite 210.

Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302
“_— RESPONSE WORKBOOK

Offerors to complete this Response Workbook and submit with their response to this
RFP.

COVER SHEET
OFFEROR NAME: — Kuniklo Corporation
OFFEROR ADDRESS:

10000 N. 315 Ave.
STE #C100-140

Phoenix, AZ 8505

rev 10/12/22

City of Glendale CITY OF GLENDALE
G Solicitation Number: RFP 24-40 / 42400058 | 5979 weet Brown Strect
I LABOR COMPLIANCE SERVICES FOR Suite210
Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302
oe RESPONSE WORKBOOK -

OFFER SHEET (Must be printed, signed and returned upon completion)

Offeror certifies that they have read, understand, and will fully and faithfully comply with this
solicitation, its attachments and any referenced documents. Offeror also certifies that the prices
offered were independently developed without consultation with any of the other Offerors or
potential Offerors.

03/28/2024 Kuniklo Corporation

Date Legal Company Name

Patrica T. Olds President / CEO

Printed Name (Authorized Signatory) Job Title

Offeror Certifies it is a (check only one): CJ Proprietorship [) Partnership [x] Corporation
patti@kuniklo.com 10000 N. 31stAve, STE #C100-140
Email Address Mailing Street Address

(602) 570-8711 Phoenix, AZ 85051

Phone Number City, State & Zip Code

Patricia "Patti" Olds 6025708711 patti@kuniklo.com
Contact Name Phone Number Email Address

FEDERAL TAXPAYER ID NUMBER (Required): 20-0029870

OFFEROR IS A MINORITY OR WOMEN OWNED BUSINESS: Bx] Yes [J No

DO YOU HAVE AN ARIZONA TRANSACTION PRIVILEGE TAX (TPT) LICENSE?

Cl Yes, Number___ Tax Rate: ______ OR JX] No, not required to have an Arizona TPT License
CONFLICT OF INTEREST (SPECIAL NOTICES):

1] No, | do not have a conflict of interest CJ Yes, | have a conflict of interest and response
includes the disclosure required (see Exhibit 1, Item #3)

ACKNOWLEDGEMENTS: By signing this Offer Sheet and submitting the accompanying
solicitation response, Offeror is certifying that they have read, understand, and agree to comply
with all required terms and conditions provided in the EXHIBITS PACKAGE and checked off
below. Failure to provide this acknowledgement will result in disqualification.

] Exhibit 1 - Special Notices &] Exhibit 2 - RFP Standard Terms and Conditions

Authorizéd Signature - Print this form and sign above

rev 10/12/22

City of Glendale CITY OF GLENDALE
G Solicitation Number: RFP 24-40 / 42400058 | sovo'wect Grom Stect,
F LABOR COMPLIANCE SERVICES FOR Suite 210
Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302
RESPONSE WORKBOOK

REQUIRED RESPONSES:

Offeror’s answers to the following questions will comprise the Offeror’s response to this
RFP. It should be noted that all attachments or exhibits prepared by the City and
referenced herein are incorporated by reference into the Offeror’s response and shall be
included in a final contract with the successful Offeror. Information prepared by the
Offeror and submitted with their proposal may be incorporated into a final contract (for
example program offerings, curriculum, key personnel, or performance metrics).

1. EXPERIENCE AND PROVEN PERFORMANCE OF FIRM

1.1. Introduce your company, highlight your ability and willingness to meet or
exceed the specifications and requirements of this RFP, and explain why
your firm is most qualified.

We at Kuniklo Corporation are excited to introduce our firm to the City of
Glendale. Kuniklo has been providing the services required for this scope of
work since 2003. For the past 21 years, we have trained, monitored and
enforced contractor compliance on HUD and other federally-assisted
projects with Federal Labor Standards provisions, Davis-Bacon prevailing
wages, Minority and Women utilization tracking, and Section 3
benchmarks. Our willingness to exceed the specifications and requirements
of this RFP is matched by our commitment to provide flexible and efficient
services for each project type and size.

As requested, we have included three representative projects in Arizona
over the last three years. Specifically, we are including our work with City of
Mesa Housing & Community Development since it is the most similar to
your requirements: they receive and award HUD assistance to developers,
contractors, and non-profit agencies with federal requirements for
construction; they require a fixed price estimate for each task; and, project
sizes can vary in size and schedule. Our latest project with City of Mesa
was labor compliance on a CDBG-assisted restroom renovation of East
Valley Men’s Center operated by A New Leaf. This small project did not
meet the threshold for Section 3. It included a “Building” Wage Decision
and was procured several times by A New Leaf to remain within the grant
budget.

Next, we have a current project with W.E. O’Neil Construction for a 60-unit,
four-story senior living community in the Garfield neighborhood of Phoenix.
The project uses a Residential Wage Decision and Section 3 does apply.
The project receives both City of Phoenix CDBG-HOME funds and Arizona
Department of Housing (ADOH) Low-income Housing Tax Credits (LIHTC),
which trigger reporting in a variety of formats. While we are the general
contractor’s consultant, we have provided reporting required of the
developer, Pennrose, LLC, by City of Phoenix and ADOH, including

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City of Glendale CITY OF GLENDALE
Solicitation Number: RFP 24-40 / 42400058 | 5970 weet Brown Street,
LABOR COMPLIANCE SERVICES FOR Suite 210
CONSTRUCTION PROJECTS Glendale, Arizona 85302
RESPONSE WORKBOOK

quarterly Section 3 reports. Based on our experience, we kickoff projects
with compliance reports and summaries in mind and stay proficient in
online reporting platforms such as LCPtracker and Elations System, which
are used by City of Phoenix and HUD respectively.

Our third project is exceptional: |-10 Broadway Curve is one of only four
major (i.e., mega) projects implemented by Arizona Department of
Transportation. Because of the project size and complexity, ADOT uses a
General Engineering Consultant (GEC) to supplement the design,
construction, and administrative oversight. This project has a team of labor
compliance technicians to review certified payroll reports on a daily basis.
Kuniklo’s role on the GEC, however, is that of a federal compliance subject
matter expert. We review subcontracts, employee interviews, awards and
payments, and certified payrolls to verify small, disadvantaged business
use, on-the-job training, and prompt pay according to Federal Highway
Administration requirements. Kuniklo has provided services to ADOT for all
four projects administered by the Major Projects Division to date: South
Mountain Freeway L202, SR-189 Nogales Flyover, |-17 Flex Lanes
Expansion, and |-10 Broadway Curve.

In addition to our Arizona projects, we are providing compliance on several
relevant projects in Texas. The first is a $73 million multifamily community
in Galveston, Texas. The Oleanders on Broadway is a mix of 348 units
including apartments, townhomes, and parking financed in part by HUD
Disaster Recovery funds. Agency oversight includes Galveston Housing
Authority and the Texas General Land Office.

In north Texas, we are part of two developments for co-developers, Fort
Worth Housing Solutions and McCormack Baron Salazar, for the Stop Six
Choice Neighborhood Initiative. The Stop Six CNI is a redevelopment of a
former public housing site. We are providing compliance monitoring for
Hughes House Phase | and Babers Manor. These projects include oversight
by Housing and Urban Development Labor Relations Office, City of Fort
Worth, and Fort Worth Housing Solutions (the Housing Authority).

These representative projects are only a snapshot of our experience and
ability to adapt to project specific requirements. Through our work with
agencies, developers, and contractors, we understand the flow of funds,
contractual requirements, construction schedules, and reporting that
comes with federal aid. We stay alert and implement changes required by
U.S. Department of Labor and HUD. Since we have been on both sides of
the contract — Agency and Contractor - we are knowledgeable in reporting
processes, training, and technical assistance needed to bring projects to
completion. From preconstruction through final completion, we take the
following measures to ensure compliance as projects progress.

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City of Glendale CITY OF GLENDALE
G Solicitation Number: RFP 24-40 / 42400058 | coyo weet Brown Street
FI LABOR COMPLIANCE SERVICES FOR Suite 210
Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302
a“ RESPONSE WORKBOOK
PRECONSTRUCTION

* Provide technical assistance during procurement for clarification and
understanding of labor compliance requirements.

* Provide contacts and resources for efforts towards minority, women, and
Section 3 business and worker participation on applicable projects.

» Review contract documents for relevant clauses, attachments, and
exhibits for Davis-Bacon and Related Acts, Section 3, and Federal Labor
Standards.

* Conduct Preconstruction meetings to ensure receipt of contract
documents and posters, understanding of recordkeeping requirements, and
instruction on reporting procedures.

«Identify wage determination and trade classifications applicable to the
project and any potential conformance requests.

+ Verify general contractor eligibility on Sam.gov.

CONSTRUCTION

+ Inspect and verify field postings for Wage Decision and Posters.

* Maintain active subcontractor list to ensure complete reporting and
adequate field interviews.

* Review project schedules and daily logs to identify work types and
estimated staff performing work on site to ensure payroll reports are
complete.

* Conduct field site visits to observe work performed by each contractor
and interview employees to ensure correct classification of workers using
HUD-11 or similar form.

* Receive and review project certified payroll reports each week per our
comprehensive Payroll Compliance Checklist.

* Track missing, incomplete, and incorrect payroll for weekly compliance
reporting to the agency (via revitalization@glendaleaz.com for this project).
+ Collect necessary Section 3 worker eligibility and hours worked for
reporting.

* Coordinate with Project Manager to notify contractors of payroll issues
with due date for resolution and for any warning, notification, letters, and
potential sanctions.

+ Investigate and resolve payment discrepancies and payroll issues.

+ Provide reports and supporting documentation for federal reporting
requirements.

+ Participate in construction oversight meetings up to two times per month,
and as needed to bring contractors into compliance.

INTERNAL RISK MITIGATION
* Train Kuniklo compliance staff on updates to regulations, contracting

practices, and issue resolution.

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G

Glendale

City of Glendale CITY OF GLENDALE
Procurement Division

Solicitation Number: RFP 24-40 / 42400058 5970 West Brown Street,

LABOR COMPLIANCE SERVICES FOR Suite 210
CONSTRUCTION PROJECTS Glendale, Arizona 85302
RESPONSE WORKBOOK

1.2

Project 1:

* Refresh compliance staff understanding on construction schedules,
scopes of work, and customary work classifications.

* Conduct big picture assessment of field observation, interviews, meetings,
and reports to identify potential gaps or risks.

+ Update Kuniklo standard procedures based on City grant commitments to
federal agencies.

+ Utilize electronic reporting platforms such as LCPtracker and Elations
System to streamline mathematical calculations for hours and wage rates.
+ Provide regular compliance status reports per project.

* Convene project compliance meetings to discuss and resolve findings.

+ Assign additional staff as necessary to adjust to workload and avoid
backlog.

+ Review site safety requirements and required personal protective
equipment prior to job site visits and employee interviews.

* Provide technical assistance to contractors on federal requirements.

Kuniklo provides these services from our location in Phoenix, AZ, using
local and remote employees and through digital platforms like Zoom,
Google Meets, Teams, LCPtracker and Elations. In fact, Patti Olds and
Stephen Olds, Kuniklo’s owner and corporate officers are Glendale
residents. We understand that your requirements are on a per project basis
and could continue through fiscal year 2028. We are staffed to be
responsive to your project schedules and committed to providing services
within the specified time frame. Our 21-year history in Maricopa County is
a testament to our longevity.

We have an active registration on System for Award Management
(Sam.gov) and we are eligible to perform on federal-aid contracts. We hold
several supplier diversity certifications, including those for Women.,
Minority- , and Small Business Enterprise (WBE/MBE/SBE). We understand
the incorporated Federal contract clauses listed in the RFP and applicable
to our work.

Offeror should provide details of a minimum of three (3) projects undertaken
in Arizona (excluding the City of Glendale) for whom your company has
provided services of a similar scope as this Request for Proposals during the
past three (3) years. Include the length of any contracts listed. Offerors may
make multiple copies of this document as needed.

rev 10/12/22

City of Glendale CITY OF GLENDALE
(= Solicitation Number: RFP 24-40 / 42400058 poypivest Ernwn cireek
FJ LABOR COMPLIANCE SERVICES FOR Suite 210 ,
Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302
ue RESPONSE WORKBOOK -

City of Mesa / Contract No. 2021001 Davis- | City of Mesa
Bacon, Section 3 and MBE/WBE Consulting 20 E. Main Street
Agreement Mesa, AZ 85201

Constance Bachman, Housing & Community | 480-644-3364
Revitalization Specialist
constance.bachman@mesaaz.gov July 2020 - Present

Provide a brief summary of Services provided: Directly for the City of Mesa, Kuniklo
provides information related to Davis-Bacon and Related Acts, Section 3, MBE/WBE for
projects funded with CDBG, HOME Investment Partnership Program, and Emergency
Solutions Grants. Kuniklo monitors and audits compliance with Federal Labor Standards
Provisions described in HUD-4010 and related documents including wage determinations
and classifications, weekly certified payroll and supporting documentation, and employee
interview reconciliation. Kuniklo collects and verifies information for contractor eligibility
(Sam.gov) and MBE/WBE/Section 3 status for HUD-2516 reporting. Kuniklo provides
contractor technical assistance and compliance summaries to City, Developer, and
Contractor. Each project is issued as a separate task order as needed by the City.

Project 2:
Garfield II for W.E. O'Neil Construction / City | W.E. O'Neil Construction
bf Phoenix HOME and ADOH LIHTC 4511 E Kerby Ave
Phoenix, AZ 85040
Ryan Ellis, Project Executive 602-677-8531
rellis@weoneil.com July 2023 - Present

Provide a brief summary of Services provided: Garfield || is a 60-unit, four-story senior
community incorporating City of Phoenix HOME funds and Arizona Department of Housing
tax credits. On behalf of the contractor, Kuniklo provides Davis-Bacon and Section 3
compliance services, including reviewing contract documents; ensuring receipt and return
of required forms; reviewing certified payroll in the City’s LCPtracker subscription;
providing prevailing wage training and technical assistance to contractors; communicating
compliance status to City and Developer; and submitting wage requests and summary
reports to each agency. Kuniklo reports biweekly on the status of contractor compliance at
the Owner/Architect/Contractor (OAC) meetings. __ |

Project 3:
-10 Broadway Curve - GEC for CLJ CLJ Construction Consulting
Construction Consulting / Arizona PO Box 11092
Department of Transportation Scottsdale, AZ 85271
Cassandra Johnson, Project Administration | 602-694-3309
Manager
cjohnson4@azdot.gov January 2021 - Present

Provide a brief summary of Services provided: Kuniklo provides the DBE/OJT Compliance
Manager to review contracts and labor information on behalf of ADOT through the General
Engineering Consultant. This $600 million project is funded in part by Federal Highway
Administration and has contract provisions and goals for the inclusion of disadvantaged,

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City of Glendale CITY OF GLENDALE
G Solicitation Number: RFP 24-40 / 42400058 soo weet Sroms Street
FI LABOR COMPLIANCE SERVICES FOR Suite210.
Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302
ue RESPONSE WORKBOOK

minority, and women businesses and trainees, As the DBE/OJT Compliance Manager,
Kuniklo staff evaluates the Developer’s DBE and OJT Performance Plans and progress
towards contract goals monthly. Kuniklo accesses and reviews certified payroll reports in
LCPtracker to review employee interviews for DBE-certified subcontractors and ensure
labor hours reporting for required on-the-job training (OJT) trainees. “DBE” means
Disadvantaged Business Enterprise per 49 CFR Part 26. Kuniklo provides services to
ADOT as lower-tier subconsultant to WSP USA and CLJ Construction Consulting.

1.3. Indicate the reliability, flexibility and ability to meet project deadlines for
projects of similar scope and size.

Over the years, we have developed standard practices that help us respond
to each new project. They are based on a solid understanding of the
Federal requirements and adjusted for Agency commitments and project
details. We currently have a team of six full-time compliance professionals
working on HUD-funded projects in Arizona and Texas in various stages of
construction. This approach helps us keep our staff attuned to the
importance of consistent start-up and close-out procedures and reinforces
the compliance measures required along the way.

Our team is trained each year in Federal Labor Standards and compliance
procedures. Exposure to multiple agencies implementing the same federal
requirements helps us to refine our compliance checklists. Each member of
our compliance team is certified as either a Contract Compliance
Administrator (two years of accreditation training) or a Master Compliance
Administrator (four years of accreditation training) by American Contract
Compliance Association. Our staff regularly use digital certified payroll
reporting platforms LCPtracker and Elations System to monitor HUD-
funded projects. Kuniklo is even a LCPtracker service provider and able to
provide access to the digital platform on a per project basis for agencies
who do not have existing subscriptions.

Our flexibility is based on a combination of local and remote employees.
Locally, we can physically attend contractor preconstruction meetings and
conduct employee interviews. With full accessibilty to our remote, full-time
staff, we have compliance review, reporting, and technical assistance
resources to adjust to the City’s project schedule.

Compliance is our specialty. We are experienced with managing multiple
projects simultaneously of various sizes. Maintaining a consistent pipeline
of work for our staff means we are a financially stable company able to
keep knowledgable personnel. Regardless of any one person’s experience,
each person on our team is supported with regulatory expertise and
administrative backup of the full company.

tev 10/12/22

City of Glendale CITY OF GLENDALE

G Solicitation Number: RFP 24-40 / 42400058 | gévo\Weet Brown Street
4 LABOR COMPLIANCE SERVICES FOR Suite 210
Glendale CONSTRUCTION PROJECTS Glendale, Arizona 85302

ARIOON

RESPONSE WORKBOOK

We are providing our project list below to demonstrate our adaptability to
various project types.

HUD Project Experience:

* Garfield {| | City of Phoenix Housing Dept., AZ | HUD-HOME

* Hughes House | Fort Worth Housing Solutions, TX | HUD-CHOICE, FHA
* Century Heights Apartments | Beaumont Housing Authority, TX | HUD-
CDBG

* Trinity Grove Apartments | Beaumont Housing Authority, TX | HUD-CDBG
* Blue Stem Apartments | Harris County Community Development,
Houston, TX | HUD - CDBG

+ 202 | City of Mesa, AZ | HUD - CDBG

* The Oleanders on Broadway | Galveston Housing Authority, TX | HUD
LIHTC and CDBG-DR

+ WC-East Meadows II | San Antonio Housing Authority | HUD-CHOICE

« WC-Senior Building (Housing Phase 2) | San Antonio Housing Authority |
HUD-CHOICE

+ Wheatley Courts (WC) CNI, San Antonio, TX | San Antonio Housing
Authority | HUD - CHOICE

* Corridor of Hope Campus | City of Las Vegas, NV | HUD ESG

* Marc Community Resources Renovations | City of Mesa, AZ | HUD-CDBG
+ Journey Home Apartments | Colorado Housing & Finance Authority |
LIHTC

+ Westend Light Rail Apartments | City of Phoenix Housing Dept., AZ |
HUD-NSP2

« Urban-Living 2 | City of Phoenix Housing Dept., AZ | HUD-NSP2

* Krohn West - Symphony Apartments | City of Phoenix Housing Dept., AZ
| HUD-HOPE VI

«La Mesita Apartments | City of Mesa, AZ | HUD-LIHTC

* Desert Leaf Apartments | Arizona Dept. of Housing | HUD-LIHTC

* Verde Villas on Thomas | Arizona Dept. of Housing | HUD-LIHTC

* Garfield Sacred Heart | City of Phoenix Housing Dept., AZ | HUD-HOME
* Frank Luke 60 Unit | City of Phoenix Housing Dept., AZ | HUD-HOME

* Devine Legacy | City of Phoenix Housing Dept., AZ | HUD-HOME

* Apache ASL Trails | Arizona Dept. of Housing | HUD-LIHTC

+ Symphony Apartments, City of Phoenix, Housing Dept., AZ, HUD-HOPE VI
+ Palm Desert Redevelopment Agency/Affordable Housing, Riverside
County EDA, CA, HUD-LIHTC

* Matthew Henson/Henson Village, Public Improvements and Senior
Building, City of Phoenix Housing Dept., AZ, HUD-HOPE VI

2. EXPERIENCE AND QUALIFICATIONS OF STAFF

2.1 Provide the names and years of experience and a complete resume of all
the key positions and personnel that will be involved in this project.

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