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A9115 - BIRDAIR INC.
City Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes No Signatures: Yes No Insurance: Yes No Bonds: Yes No Contract Approvals Council/ Community Redevelopment Agency Approval Date: __________________________ Agenda Item No./ Resolution No.: _______________________________________________ Agreement No: _____________________________________________________________ Contract Administration Lead Department: ___________________________________________________________ Contract Administrator: _______________________________________________________ Contract Company Name: __________________________________________________________ Company Contact: _________________________________________________________ Summary of Services: ______________________________________________________ Contract Price: ____________________________________________________________ Funding Source: ___________________________________________________________ Contract Term: ____________________________________________________________ Munis Contract Number: _____________________________________________________ BIRDAIR Inc. Thomas Connell Cable end fitting corrosion remediation $14,420 4157050-50105 June 1, 2022 - July 30, 2022 Vendor No. 100260 Aviation Harry Barrett, Jr./Sal Misquez N/A N/A Amendment to A9115 Nadia Seery 6/7/22 Christina Brown Birdair has been notified to send renewed insurance documents next month. 4 4 4 4 DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 Page 1 of 3 Revised: 2.9.22 AMENDMENT NO. 1 TO CONTRACT SERVICE AGREEMENT A9115 BETWEEN THE CITY PALM SPRINGS AND BIRDAIR, INC. FOR CABLE END FITTING CORROSION REMEDIATION AT THE PALM SPRINGS INTERNATIONAL AIRPORT 1. Parties and Date. This Amendment No.1 to Contract Service Agreement No. A9115 is made and entered into as of this 2nd day of June, 2022, by and between the CITY OF PALM SPRINGS City BIRDAIR, INC., a corporation with its principal place of business at 6461 Main Street, Amherst, New York 14221(Contractor ) City and Contractor are sometimes individually referred to as 2. Recitals. 2.1 Agreement. The City and Contractor have entered into a Contract Service Agreement Cable End Fitting Corrosion Remediation dated April 13, 2022 for the purpose of retaining the services of Birdair, Inc. to provide cable end fitting corrosion remediation. 2.2 Amendment. The City and Contractor desire to amend the Agreement to extend the term. 2.3 Amendment Authority. This Amendment No.1 is authorized pursuant to Section 4.4 of the Agreement. 3. Terms. 3.1 Section 4.4 of the Agreement is hereby amended in its entirety to read as follows: 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 two (2) months, commencing on June 1, 2022, and ending on July 30, 2022, 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 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 otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 Page 2 of 3 Revised: 2.9.22 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: DA14A4F6-AC09-4033-B8B7-88499D20A872 Page 3 of 3 Revised: 2.9.22 SIGNATURE PAGE TO AGREEMENT A9115 BY AND BETWEEN THE CITY OF PALM SPRINGS AND BIRDAIR, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________________ By: _________________________________________ Hikaru Konno, Megan McGuire, President Director of Finance Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk APPROVED: By: _______________________________ Date: Harry Barrett, Jr., Airport Executive Director DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 6/7/2022 Client#: 1709254 BIRDAINC ACORD,.. CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDOIYYYY)7/08/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlflcate holder Is an ADDITIONAL INSURED, the pollcy(les) 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:'" Jose Pagan USI Insurance Services LLC r.&Hifo Exit: 716 314-2000 I rm Nol: 716 314-2199 726 Exchange St. Ste 618 i�� ..... Joae.Pagan@usi.com Buffalo, NY 14210 INSURl:RISl AFFORDING COVERAGE NAIC# 716 314-2000 INSURER A: Zurich American Insurance Company 16535 INSURED INSURER s : Arch Specialty Insurance Company 21199 Blrdairlnc INSURER c: Federal Insurance Company 20281 6461 Main Street INSURER o: Starr Surplus Lines Insurance Company 13604 Amherst, NY 14221 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NO'TWrTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN&R LTR 'TYPE OF INSURANCE ADDI ��" POLICY NUMBER 1,&Wil� ,&Wil� LIMITS A X COMMERCIAL GENERAL LIABILITY X X GL00380813 �7/01/2021 07/01/202:1 EACH OCCURRENCE ,2.000 000 -LJ CLAIMs.MADE [!I OCCUR �����?/a�tg\=£.ncel s1.000.000 � Contractual Liabillt MEO EXP (Any one person) s10.000 � XCU Included PERSONAL & ADV INJURY s2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE s4,000 000 R �PR� OLoc s4000,000 POLICY X JECT PRODUCTS• COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY X X BAP0380814 07/01/2021 07/01/2022 COMBINED SINGLE LIMIT {Ea a•-'"'entl s1,000,000 ANY AUTO BODILY INJURY (Per person) $ OWNED � SCHEDULED SOOIL Y INJURY (Per accident) $ AUTOS ONLY AUTOS B A C - � HIRED X NON-OWNED AUTOS ONLY AUTOS ONLYXS250Comp X SOOColl UMBRELLA LIAS �OCCURX EXCESSUAB CLAIMS-MADE OED I I RETENTION$WORKERS COMPENSATION AND EMl'LOYER8' UABIUTY y / N ANY PROPRIETOR/PARTNERIEXECUTIVE[N] OFFICER/MEMBER EXCLUDED? N (Mandato,y In NH) � �es, describe under 0 SCRIPTION OF OPERATIONS belowLease/Rented Eqmt f���d"J!,�AMAGE $ $ X X UXP103912001 07/01/2021 07/01/2022 EACH OCCURRENCE s4.000.000 AGGREGATE s4 000.000 $ X WC0380812 07/01/2021 07/01/2022 X l��fnm: I 1£'JH· NIA E.L. EACH ACCIDENT s1.000 oooE.L. DISEASE· EA EMPLOYEE $1.000 000E.L. DISEASE· POLICY LIMIT $1 000 0006695428 �7/01/2021 07/01/2022 $500,000 Per Item D Professional Liab 1000600017191 07/01/2020 07/31/2021 $3 000 000 Occ./Ann.DESCRIPTION OF OPERATIONS f LOCATIONS/ VEHICLES (ACORD 101, Additional Ramarlla Schedule, may be &llachad II mon apace la required) Certificate Holder is an Additional Insured on a primary and non-contributory basis in regard to the above General Liability and Automobile Llabllity and a waiver of subrogation applies to the General Liability, Automobile Liability and Workers Compensation to the extent covered by endorsement form(s) U-GL-2162-A CW(02/19),U-CA-424•E NY Edition date 04/11, U-GL-1345-B CW Edition date 04/13, WC000313 Edition date 04184. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Palm Springs International Airport ACCORDANCE WITH THE POLICY PROVISIONS. 3400 E. Tahqultz Canyon Way SuiteOFC AUTHORIZED REPRESENTATIVE Palm Springs, CA 92262 A,.,• I IJ�� -r © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD S9KZP #S32706796JM32680234 DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 The City of Palm Springs, Its officials, employees and agents are included as Addltlonal Insured under General Liability only with respect to work performed by the insured regarding Palm Springs International Airport project, when so required under executed written contract -primary and non-contributory basis when so required under executed written contract. Blanket waiver applies under GL & WC when so required by executed written contract. SAGITT A 25.3 (2016/03) 2 of 2 #S32706796/M32680234 DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 Additional Insured -Automatic -Owners, Lessees Or Contractors • ZURICH. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 0380813 j Effective Date: 0110112021 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A.Section II -Who Is An Insured is amended to include as an additional insured any person or organization whom youare required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" and subject to the following: 1.If such written contract or written agreement specifically requires that you provide that the person or organizationbe named as an additional insured under one or both of the following endorsements: a.The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b.The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1)Your ongoing operations, with respect to Paragraph 1.a. above; or (2)"Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b)Does not apply to "bodily· injury" or "property damage" caused by "your work" and included within the"products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2.If such written contract or written agreement specifically requires that you provide that the person or organizationbe named as an additional insured under one or both of the following endorsements: a.The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b.The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury'' is caused, in whole or in part, by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf, Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 1 of4 DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 B.Sol ely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1.The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, repc.rts, surveys, field o rders, change orders or drawings and specifications; or 2.Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing ir, the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury'' or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C.Solely with respect to the coverage provided by this endorsement, the following is added to Paragrap� 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -Commercial General Liability Conditions: The additional insured must see to it that: (1)We are notified as soon as practicable of an "occurrence" or offense that may result in a clain,; (2)We receive written notice of a claim or "suit" as soon as practicable; and (3)A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written ·agreement requires that this coverage be primary and non-contributory. D.Solely with respect to the coverage provided by this endorsement: 1.The following is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a.The additional insured is a Named Insured under such other insurance; and b.You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2.The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV - Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non contributory basis. E.This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F.Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section Ill -Limits Of Insurance: Additional Insured -Automatic -Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 3 of4 DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 POLICY NUMBER: BAP 0380814 COMMEIRCIAL AUTO C�20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREF-■JLL Y. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos pability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Birdair Inc. Endorsement Effective Date: 7/1/2021 Name Of Person(s) Or Organization(s): SCHEDULE Any person or organization to whom or to which you are required to provide additional insured status or additional insured status on a primary, non-contributory basis, in a written contract or written agreement executed prior to loss, except where such contract or aqreement is prohibited by law. Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms™ DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 CITY OF PALM SPRINGS BUSINESS LICENSE 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 323-8289 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. BUSINESS NUMBER: 20027308 BUSINESS TYPE: CONTRACTOR -GENERAL OWNER NAME: MAKMAX HD LLC BUSINESS NAME: BIRDAIR INC BUSINESS ADDRESS: 6461 MAIN ST AMHERST, NY 14221 BIRDAIR INC 6461 MAIN ST AMHERST, NY 14221 EXPIRATION TAX/ADMIN. FEE 04/30/2023 $136.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. MUST BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: DA14A4F6-AC09-4033-B8B7-88499D20A872 City Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes No Signatures: Yes No Insurance: Yes No Bonds: Yes No Contract Approvals Council/ Community Redevelopment Agency Approval Date: __________________________ Agenda Item No./ Resolution No.: _______________________________________________ Agreement No: _____________________________________________________________ Contract Administration Lead Department: ___________________________________________________________ Contract Administrator: _______________________________________________________ Contract Company Name: __________________________________________________________ Company Contact: _________________________________________________________ Summary of Services: ______________________________________________________ Contract Price: ____________________________________________________________ Funding Source: ___________________________________________________________ Contract Term: ____________________________________________________________ Munis Contract Number: _____________________________________________________ BIRDAIR Inc. Thomas Connell Cable end fitting corrosion remediation $14,420 4157050-50105 May 1, 2022 - May 31, 2022 Vendor No. 100260 Aviation Harry Barrett Jr. / Sal Misquez N/A N/A A9115 Christina Brown 4/26/2022 Christina Brown 4 4 4 4 DocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 1 of 16 CONTRACT SERVICES AGREEMENT A9115 PALM SPRINGS INTERNATIONAL AIRPORT CABLE END FITTING CORROSION REMEDIATION THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 13, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and BIRDAIR INC, a New York LLC, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A.City requires the services of a corrosion remediation specialist, for corrosion remediation, (“Project”). B.Contractor has submitted to City a proposal to provide cable end fitting corrosion remediation, to City under the terms of this Agreement. C.Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D.City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1.CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 2 of 16 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2.TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3.COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $14,420. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A.To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B.To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 3 of 16 4.PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one (1) month, commencing on May 1, 2022, and ending on May 31, 2022, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 4 of 16 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: Thomas Connell, Project Executive. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all 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 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 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 5 of 16 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Hikaru Konno President 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the 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, 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, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 6 of 16 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the 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. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 7 of 16 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies 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. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 8 of 16 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 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 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 9 of 16 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: To Contractor: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 BIRDAIR INC Attention: Thomas Connell 6461 Main Street Amherst, NY 14221 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. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 10 of 16 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 11 of 16 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND BIRDAIR INC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Hikaru Konno, Megan McGuire, President Director of Finance Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney Interim City Clerk APPROVED: By: _______________________________ Date: Harry Barrett Jr., Airport Interim Executive Director DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221D 4/25/2022 4/25/2022 DocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 4/26/2022 Revised 2.9.22 Page 12 of 16 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 13 of 16 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) DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 14 of 16 INSURANCE 1.Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1.Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2.Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3.Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required _________ is not required; 4.Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3.Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and X DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 15 of 16 contribution it may have against City, 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 Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5.Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6.Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A."The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 Revised 2.9.22 Page 16 of 16 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7.Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8.Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 EXHIBIT "A"DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 EXHIBIT "B"Client#: 1709254 BIRDAINC ACORDrw CERTIFICATE OF LIABILITY INSURANCE I DATE~ 7/08/2021 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 CERTFICATE HOLDER. IMPORTANT: If the certificate holder la an ADDITIONAL INSURED, the poUcy(les) must have ADDITIONAL INSURED provisions or be endoraed. If SUBROGATION IS WAIVED, subject to the tenns and conditions of the policy, certain policies may require an endotsement. A statement on this certificate does not confer any rights to the certificate holder In lieu of such endonsement(s). PRODUCER ,iiilt,,v• Jose Pagan USI Insurance Services LLC l' ... ~"L Elrfl: 716 314-2000 I i.vc Nol: 716 314-2199 726 Exchange St. Ste 618 ~=. ..... Jose.Paaan@usl.com Buffalo, NY 14210 INSU""'"'II AFFORDING COVERAGE NAICI 716 314-2000 INSURER A : Zurich American Insurance Company 16535 INSURED INSURER a : Arch Specialty lneurance Company 21199 Blrdairlnc INSURER C: Federal lneurance Company 20281 6461 Main Street INSURER o: St.r Surplus Une• Insurance Company 13604 Amherst, NY 14221 INSURERE: INSURERF: COVERAGES CERTIRCATE NUMBER· REVISION NUMBER· . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A80VE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDlllON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. t'nl lYPE OF IHSIJRANCE POLICY NUMBl!R ~MM~ ,f~t;;Y,:,.,.. LIMITS A X COIIMl!RCIAL GENEflAL UA8LITY X X GLO0380813 07/01/2021 07/01/202.1 EACH OCCURRENCE S2 000 000 I Cl.AlMS-MADE [!I OCCUR p~~~j~,IMENTED $1 000.000 X Contractual Liabillt MED EXP CAnv one per-,) s10 ooo -~ XCU Included PERSONAL & ADV INJURY s2 000,000 GENi.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s4000.000 ~ ~PR~ Otoe s4000 000 = X JECT PRODUCTS• COMP/OP AGG s A AUTOMOBILI! LIABILITY X X -BAP0380814 p710112021 07/01/2022 1.,8 .,_,._;,r,.ntflNGLE LIMI 1 s1,000 000 ~ AJ-JYALITD BOOllY INJURY (Per person) $ OWNED ~ SCHEOUI.ED BOOIL Y INJURY (Per aocident) $ -AUTOSONlY x AUTOS ~ HIRED NON-OWNED f~~?AMAGE s AUTOSONt.Y -AUTOS ONLY X 250Comp X 500Col $ B UMBRELL.A LIAS ~occ~ X X UXP103912001 1)7/01/2021 07/01/2022 EACH OCCURRENCE s4.000 000 -X EXCESS UAB CLAIMS-MACIE AGGA.EGATE s4 000 000 OED I I RETENTION s s A ~ COIIPl!NSATION X WC0380812 07/01/2021 07/01/202:l X l~~fnrric I l~JH· ANO EMPLOYERS' UABIUTY y / N s1.000,000 ANY PROPRlfilORIPARTNERIEXEC\JTIVE~ E.L. EACH ACCIOENT OFFICER/ME BER EXCLUDED? N NIA (Mandaloty In NH) E.L. DISEASE• EA EMPLOYEE s1 000.000 g~;,~~ ~~ERATlllN.<: below E.L. DISEASE· POLICY LIMIT s1 000 000 C Lease/Rented Eqmt 6695428 07/01/2021 07/01/2022 $500,000 Per Item D Professional Liab 1000600017191 ~7/01/2020 07/31/2021 S3 000 000 Occ./Ann. DeSCRIPTION OF OPERATIONS / LOCATIONS / VEHICLE& (ACORD 101, Addltlonal Re....,..• Schedule, may be attached If mOl9 •-la ,-quired) Certificate Holder is an Additional Insured on a primary and non-contributory basis in regard to the above General Liabllfty and Automobile Llablllty and a waiver of subrogation applies to the General Liability, Automobile Liability and Workers Compensation to the extent covered by endorsement form(s) U-GL-2162-A CW(02/19),U-CA-424-E NY Edition date 04/11, U-GL-1345-B CW Edition date 04/13, WC000313 Edition date 04184. (See Attached Descriptions) City of Palm Springs Palm Springs International Airport 3400 E. Tahqultz Canyon Way SuiteOFC Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZl!D REPRESENTAllVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD S9KZP #S32706796/M32680234 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: 83634D46-F4C7-4161-8D10-B51A1586221DDocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723 DocuSign Envelope ID: B70CCDD3-3AAF-4CEF-A391-6061F9F9B723