Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
A9226 - AUDIO ASSOCIATES OF SAN DIEGO
CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Audio Associates of San Diego Pete Spencer IED Paging Systems at PSP $14,409.28 4157050-60025 September 13, 2022 – December 13, 2022 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: November 10, 2022 Item 1C A9226 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 09/15/2022 By: Valerie Rodriguez DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB CITY COUNCIL STAFF REPORT DATE: NOVEMBER 10, 2022 CONSENT CALENDAR SUBJECT: APPROVE AGREEMENT A9226 WITH AUDIO ASSOCIATES FOR AIRPORT PAGING SYSTEM EXPANSION FROM: Teresa Gallavan, Interim City Manager BY: Information Technology Department SUMMARY: This action will approve Agreement A9226 with Audio Associates in the amount of $14,410 to expand the paging system at the Palm Springs International Airport. RECOMMENDATION: 1) Approve Agreement A9226 with Audio Associates in the amount of $14,410 to expand the paging system at the Palm Springs International Airport (Attachment A). BUSINESS PRINCIPAL DISCLOSURE: A copy of the Public Integrity Disclosure Form for Audio Associates is included as Attachment B. BACKGROUND: The City utilizes the Atlas IED public address and paging system at the Airport. This system allows airlines, Airport staff and Airport operations to make local and Airport-wide announcements. Paging terminals are located at all ticketing desks, boarding gates, and the control operations and TSA areas. The paging equipment is typically used by airlines to make flight-related announcements (boarding instructions, gate changes, etc.) either at a specific gate, across an entire terminal or Airport-wide. TSA and Operations use the system to deliver safety warnings, and general paging and information to passengers. STAFF ANALYSIS: While the Airport currently has paging capabilities for ticketing, boarding gates, TSA security and control operations, it does not have any ability to make localized Item 1C - Page 1 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB City Council Staff Report November 10, 2022 - Page 2 Approve Agreement – Audio Associates announcements for baggage claim belt assignments. There is currently only one paging station in the baggage area located in the public area at the baggage desk. Staff are requesting three new paging stations to allow baggage attendants to make announcements from the sterile area (located after passing through security checkpoints) directing the public to the proper location to receive their bags. This will enhance the passenger experience and reduce confusion in the baggage area, especially during peak season when multiple flights are being unloaded at once. Atlas IED requires that their equipment be purchased from and installed by a factory certified integrator for the warranty on their equipment to be valid. Audio Associates of San Diego is the only authorized IED dealer in our region approved to perform service or add functionality to the existing paging system. This purchase requires City Council approval in accordance with Municipal Code Title 7 adopted by Ordinance in July of 2021, which predicates approval levels based upon the cumulative value of contracts and continuous purchases of the same goods or services. Since 2011, the City has spent approximately $64,973 expanding and maintaining the paging system with Audio Associates and this agreement brings the total to $79,383, requiring City Council approval. Staff recommends approval of Agreement A9226 with Audio Associates in the amount of $14,410 to expand the paging system at the Airport. ENVIRONMENTAL ASSESSMENT: The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. ALIGNMENT WITH STRATEGIC PLANNING: The requested action aligns with the City Council Priority 3A, Improve City Facilities. FISCAL IMPACT: Sufficient funds are budgeted and available in the current fiscal year Airport Account 4157050-60025. Item 1C - Page 2 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB City Council Staff Report November 10, 2022 - Page 3 Approve Agreement – Audio Associates REVIEWED BY: Department Director: Larry Klingaman Procurement and Contracting Manager: Kim Baker Deputy City Manager: Jeremy Hammond Interim City Manager: Teresa Gallavan ATTACHMENTS: A. Agreement A9226 B. Business Disclosure Form Item 1C - Page 3 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB ATTACHMENT A Item 1C - Page 4 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 5 CONSUL TING SERVICES AGREEMENT JED Paging Systems at PSP -Audio Associates THI S AGREEM EN T FOR CONSU L TI NG SERVI CES ("Agree me nt ") is made a nd e nt e red into o n Septembe r 13, 2022, by a nd be tween th e C it y of Pa lm Springs , a Ca li fo rni a c ha rt e r c it y and muni cipa l co rpo rat ion ("C it y"), and Audi o Assoc iates ("Cons ult an t"). City and Cons ulta nt are in d ivid ua ll y refe rred to as "Party"· a nd a re co ll ec ti ve ly refe rred to as the '·P arti es·'. RECITALS A . C it y requires th e services of a Consu lta nt , fo r IED Pag in g Syste ms at PSP ("'P roj ec t"). B. Co ns ult ant has s ubmitted to C ity a pro posal to prov id e IED Pag in g Syste ms at PSP, to C it y und e r th e term s o f thi s Ag ree me nt. C. Based on its ex peri ence, educa ti o n, tra111111 g, and re put at io n, Consult a nt is qu a lifi ed an d desi res to prov id e the necessary services to C ity fo r th e Proj ect. D. Cit y des ires to retain th e se rv ices o f Co ns ultant fo r th e Proj ec t. NOW, TH EREF ORE, in con s id e rati o n of the pro mi ses a nd mutua l obli gati ons, cove nant s, a nd co nditi o ns co nta in ed here in, a nd oth e r va lu able co nsid erati o n, the recei pt a nd suffi c ie ncy of which a re he re by ac kn owledged, th e Parti es ag ree as fo ll ows : AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In co mpli anc e with a ll te rm s and cond iti ons of thi s Ag reement , Cons ul ta nt sha ll prov id e IED Pag in g Syste ms a t PSP se rvices to C ity as desc rib ed in th e Scope of Se rvices/Work a ttac hed to thi s Ag ree ment as Ex hibit '·A" and inco rp orat ed by reference (th e '·Se rvices" or '·Wo rk "). Ex hibi t "A" includ es the agreed up on schedul e of pe rfo rm a nce a nd th e sch edul e o f fees . Consulta nt warra nt s th a t th e Serv ices s hall be perfor med in a compe tent , profess io nal, and sati sfacto ry ma nn er co nsiste nt w ith th e leve l o f ca re and skill ordin a ril y exe rc ise d by hi gh qu a li ty, expe ri e nc ed, and we ll qu ali fi ed membe rs of th e pro fessio n currentl y prac ti c in g und e r s imil a r conditions. In th e eve nt o f a ny in cons istency betwee n th e te rm s co nta in ed in th e Scope o f Services/Wo rk a nd th e term s se t fo rth in this Ag reement, th e term s se t fo rth in thi s Ag reement sha ll gove rn . 1.2 Compliance with Law . Co ns ult ant s ha ll com ply w ith a ll ap pli ca bl e federal, sta te, a nd loca l laws, statutes a nd o rdin anc es a nd all lawful o rd e rs, rul es, a nd reg ul ati ons whe n perfo rmin g th e Serv ices . Co ns ultan t s ha ll be li able fo r a ll vio lati ons of s uch lm,·s a nd reg ul ati ons in co nn ecti on ,,·ith th e Se rvic es and thi s Agree me nt. 1.3 Licenses and Permits. Co ns ult a nt sha ll o bta in a t it s so le cos t a nd expe nse s uch li ce nses. pe rmit s, and a ppro va ls as may be req uired by la,,· fo r th e perfo rm ance of th e Se rvices required by thi s Agreemen t. Revised 2.9.22 Page 1 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 6 1.4 Familiarity with Work. By executing thi s Agree ment, Consultant warrants tha t it has carefully considered how the Work shou ld be performed and full y understands the faci lities, diffic ulties, and restrictions attending performance of the Work under thi s Agree ment. 2. TIME FOR COMPLETION The time for completion of th e Services to be perfo1med by Consultant is an essentia l conditio n of this Agreement. Con sultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neithe r Party shall be accountable for delays in p erfo1mance caused by any condition beyo nd the reasonable control and w ithout the fault or n egligence of the non-performing Party . D e lays shall not entitle Consultant to any add itional compensation regardless of the Party responsible for the de lay . 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compe nsated and reimbursed for the se rvices rendered unde r this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The to tal amount of Compensation sh a ll not exceed $14,409.28 3.2 Method of Pavment. In any month in which Con s ultant wishes to r eceive payment, Consultant s hall s ubmit t o City an invoice for Services r endered prior to the date of the invoice, no la ter than the first working d ay of such month, in the form approved by C ity's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for a uthori zed servi ces performed. C ity shall pay Consultant for all exp enses stated in the invoice that are approved by City and consistent with thi s Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any c hange o r changes in the Scope of Services/Work is requested by C ity, P arti es s hall execute a written a me ndme nt to thi s Agreement, spec ify ing a ll proposed ame ndments, including, but no t limited to, a ny additional fees. A n amendment may be e ntered into: A. To provide for revis ions or modifications to docume nts, work product, or Work, whe n required by the enactment or revis ion of a ny s ubseque nt law; or B. To provide fo r additi ona l se rvices not included in thi s Agreeme nt or not c ustoma ril y furnished in accordance with generall y accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subj ect to , and contingent up o n, funds being approp riated by the C ity Cou nc il of C ity fo r each fiscal year. If such appropria ti on s are not made, this Agreement sha ll a utomat icall y termina te without penalty to C ity. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. T im e is of the esse nce in the performance of this Agreement. Revised 2.9.22 Page 2 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 7 4.2 Schedule of Performance. All Services re nde re d under thi s Ag reement s hall be pe rformed under the agreed upon schedule of performance set forth in Exhibit "A ." Any time pe riod extension mu s t be approved in w riting by the Contract Officer. 4.3 Force Majeure. The time for pe rformance of S e rvices to be rende re d unde r thi s Agreement may be e xtende d because of a ny d e lays due to a Force Majeure Eve nt , if Consultant notifi es the Contract Officer within ten ( I 0) days of the commencem e nt of the Force Majeure Event. A Force Majeure Event s hall mean an event that mate riall y affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural di saste rs occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governme ntal authorities (including, without limitation, unreasonable and unforeseeab le de lay in th e issuance of permits or approvals by governme ntal authorities that are re quire d for the Work); and ( 4) pandemics, epidemics or quarantine res trictions . For purposes of thi s section, "orders of governmental authorities ," includes ordinances, emergency procla mations and orders, rules t o protect the public health, welfare and safety, and other actions of the C ity in its capacity as a municipal authority. After Consultant notificati o n , the Contract Officer s hall in vest igate the facts and the extent of any necessary delay and exte nd the time for performing the Services for the period of the enforced delay when and if, in th e Contract Officer's judg ment, s uch d e lay is jus tifi e d. The Contract Officer's determination s h a ll be final and conclusive upon the Parties t o thi s Agreement. The Co ns ultant will not rece ive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the C ity may s till terminate thi s Agreement in accordance w ith th e te rmination provisions of thi s A g reem e nt. 4.4 Tenn. Unless earlier te rminated in accordance w ith Section 4.5 of this Agreement, this Agreement s ha ll continue in full force and effect for a period of 90 Days (weeks/months), commencing on September 13 , 2022, and e nding o n Decembe r 13 , 2022, unless exte nd e d by mutual w ritten agreement of the parties. 4.5 Termination Prior to Expiration of Tenn. C ity m ay termina te thi s Agreem e nt at any tim e, with or without cause, upon thirty (3 0) days written notice to Consultant. W he re termination is clue to the fault of Con s ultant and constitutes an immediate clanger to health , safety, and general welfare, the pe riod of notice s hall be such s horte r time as may be dete rmined by the C it y . Upon rece ipt of th e no tice of termination, Cons ult a nt s ha ll immediate ly cease a ll Services except s uch as m ay be s pecifically approved by the Co ntract Officer. Consultant s ha ll be entitled to compensation for a ll Services re ndered prio r to rece ipt of the notice of terminati o n and for any Services authorized by the Contract Officer after s uch notice. C ity s hall not be liabl e for any costs other than the charges or portions the reof w hi c h are spec ifi ed he re in. Co ns ult a nt s ha ll not be e ntitl ed to payment for unpe rformed Services and s hall not be entitl ed to damages or compensation for termination of Work. If the te rmination is for cause, t he C ity s ha ll ha ve the ri ght to take w ha tever steps it d eems necessary to correct Con s ultant's deficie nc ies a nd charge t he cost thereof to Cons ultant, w ho shall be liabl e fo r the full cost of the C ity's correct iv e act ion. Cons ultant m ay not termina te this Ag reement exce pt for cause upo n thirty (30) d ays written no tic e to C ity. 5. COORDINATION OF \,YORK Revised 2.9.22 Page 3 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 8 5.1 Representative of Consultant. The following princ ipal of Co nsult ant is des ig nated as be in g the principal and represe nt ati ve of Cons ultant a uthori zed to act and make a ll dec is ions in it s behalf w ith respec t to th e spec ified Services and work: Pete Spencer(name), President (L itle). It is express ly unde rs tood that th e ex perience, kno wledge, education , capab ility, and reputation of the foregoing principal is a s ub s tanti al inducement for C ity to enter int o thi s Ag reement. T herefo re, the fo rego in g principa l s hall be respo ns ibl e during the term of this Ag reem ent for directin g a ll ac ti v iti es of Cons ult a nt and devot in g s uffic ie nt tim e to personally sup erv ise th e Servic es under thi s Ag reement. T he foregoing principal may not be c ha nged by Co ns ultant w ithout prior writte n approval of th e Contrac t Officer. 5.2 Contract Officer. The Co ntract Officer s hall be the C it y Manager or hi s/he r des ig nee ("Contra ct Officer"). Consult ant s hall be re spons ibl e for kee ping the Contract Officer full y informed of th e pro g ress of th e performance of the Services. Cons ult ant shall refer any decisions that mu st be made by C it y to th e Co ntra ct Officer. Unles s o th e rwise spec ifi ed, an y ap prova l of C it y shall mean th e approval of the Co ntra ct Officer. 5.3 Prohibition Against Subcontracting or Assignment. The ex pe ri ence, knowl e dge, ed ucati o n, capab ility, and rep utati o n of Con s ultant , it s princ ip a ls a nd employees, we re a s ub stanti a l inducement for C it y to e nter int o thi s Agree me nt. Co ns ultant sha ll not contract w ith any o the r indi v idual or e ntity to perform any Serv ic es required und e r thi s Ag reem en t w itho ut th e C ity's ex press w ritte n approva l. In addition, ne ith e r this Agreement nor any int e rest may be ass ig ned or tran sferred, vo lunta ril y or by operation of law, w ithout the prior writte n a pprova l o f C it y. Subco ntracts, if any , s ha ll contain a pro v is io n making them subj ect to all pro v is ion s stipul ated in thi s Ag reemen t includin g wi thout limitati o n the in surance and indemnifi cat ion requirements. If Co nsultan t is permitted to subco nt rac t an y part o f thi s Ag ree me nt by C it y, Co ns ult a nt s hall be respo ns ibl e to C it y fo r the acts and omissions of its s ub contra ctor(s) in th e same manner as it is fo r p erso ns directly e mplo yed. No thin g co nt ain ed in thi s Agreement s ha ll create a ny contra ctual re lationships between any s ub contracto r and C ity. 5.4 Independent Consultant. Ne ithe r Ci ty nor a ny of it s e mpl oyees shall have an y control ove r th e mann er, mode , o r means by whi ch Co nsult ant, its agents o r employees, pe rform the Services required, exce pt as othe rwi se spec ifi ed. Co ns ulta nt shall pe rfo rm a ll req uired Se rv ices as an indepen dent Cons ult ant of C ity and sha ll not be a n emp loyee of Cit y and sha ll remain at a ll time s as to C it y a who ll y indepe nd e nt Co nsult ant w ith onl y s uch ob li ga ti o ns as a re co ns iste nt w ith th at ro le; however, C it y shall have the ri ght to review Co ns ult a nt 's wo rk prod uct, res ult , a nd advice. Consultant shall not at a ny time or in any manner re present that it or any of it s age nts or empl oyees a re agents o r e mpl oyees of C ity . Consultant sha ll pay a ll wages , salar ies, and othe r a mou nt s du e p erso nn el in co nn ec ti on 'vVit h th e ir pe rform a nce und er thi s Agreement and as required by law . Cons ult ant s ha ll be respons ibl e for all repo rt s a nd obligati ons respec ti ng such perso nne l, in c ludin g, but not limit ed to: soc ial sec urit y tax es, income ta x wi thh o ldin g, un empl oyment in s uran ce, and wo rke rs ' co mpen sa ti o n in s urance. Cons ult an t sha ll not have any authority to bind Cit y in a ny manner. 5.5 Perso nnel. Co nsulta nt agrees to ass ign the following indi v idual s to pe rfo rm th e Se rvices in thi s A g reem e nt. Cons ul tan t s ha ll no t alte r th e ass ig nm e nt of th e fo ll ow in g perso nn el w ith o ut th e pri o r w ritt en approva l of th e Contract Officer. Act in g through th e City Manage r, th e Revised 2.9.22 Page 4 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 9 C ity s ha ll have the unrestri c te d ri g ht to order the rem oval of a ny perso nnel ass igne d by Consultant by prov iding writte n notice to Cons ultant. Name: Pe te Spencer President 5.6 California Labor Code Requirements . A. Cons ultant is aware of the require m e nts of Californi a La bor Code Sect ions 1720 e t seq. and 1770 e t seq., w hi ch require the pay m e nt of prevailing wage rates and the p e rformance of othe r r equire m e n ts on certa in "public works" a n d "maintenance" projects ("Prevailing Wage Laws"). If the Services a re be ing p e rform ed as part of an appli cable "publi c works" o r "mainte nance " proj ect, as defi ned by the Prevailing W age Laws, and if the total compe nsati o n is $15 ,000 or more fo r m a inte n a n ce o r $25,000 or m ore for cons truction , a lteratio n, d e molition, ins tallation, or repair, Con s ulta n t agrees t o fully comply w ith s uc h Prev ailing Wage Laws . Co ns ultant s hall d efend, inde mni fy a nd hold the C ity, its officia ls, office rs , e mployees a nd age n ts free a nd harmless from a ny claims, li a bili t ies, costs, pe na lti es or inte rest ari s in g o ut of a n y failure or a ll eged fa ilure t o comply w ith the Prevailing Wage Laws. It s h a ll be mandatory upo n th e Co ns ulta nt a nd a ll s u bcontractors to comply w ith a ll Cali fo rnia L abo r Code prov is io ns, w hi ch inc lud e but a re no t limi ted to p revailing wages (Labor Cod e Secti ons 177 1, 1774 and 1775), e mploy m e nt of apprentices (Labor Cod e Secti on 1777.5), certifi e d pay roll reco rd s (Labor Cod e Sections 1771.4 a nd 1776), ho urs of labo r (Labor Code Sections 181 3 and 18 15) a nd debarme nt of contrac to rs and s ubcont rac to rs (Labor Code Sectio n 1777.1). B. If the Services a re be in g pe rfo rmed as part of an appli cab le "publi c works" o r "m a inte n a n ce" project a nd if the total compensation is $15,000 o r more for m a inte na nce or $25,000 o r more fo r con s tru ct io n , a lteration, d e m o liti o n , in s ta ll atio n, o r repa ir, th en purs u ant to Labor Cod e Sections 1725.5 and 1771.1 , th e Con s ultant and a ll s ubcon tractor s p e rforming s u c h Services must be reg is tere d w ith the De partme nt of Indus trial Rela ti o ns . Cons ulta nt s h a ll mainta in regis trati o n fo r the duration of the P roj ect a nd re quire th e sa me of any s ubcontractors, as app li cable. This Agree m e nt may a lso be s u bject to compliance monito rin g a nd e nforce me nt by t he Departme nt of Indus trial R e lat io ns . It s hall be Co ns ulta nt 's so le respons ibility to comply w ith all appli cable regis tratio n a nd labo r co m p li a n ce re quire m e nts. 6. INSURANCE Con s ultant s h a ll procure and maintain, a t it s so le cost a nd expe nse, po li c ies of in s u rance as set fo rth in the attached Ex hibit "B", in corporated he re in by refe re nc e . 7. INDEMNIFICATION . 7.1 Ind e mnification. To th e fulle s t exte nt pe rmitted by law, Con s ulta nt shall d efe nd (at Cons ulta nt 's so le cos t a nd exp e nse), inde mnify , protec t, a nd h o ld harml ess C ity, its e lected offic ia ls , o ffic e rs, e mployees, age nts, and volunteers (co ll ecti vely the "Ind e mnifi e d P a rti es"), from a nd agains t any a nd a ll li abili t ies, actions, s uits, cla ims , d e mand s, losses, costs, judg m e nt s, arbitratio n award s , settle m e nts , d a m ages, d e m a n ds, o rd e rs , p e na lties, a nd expenses Rev ised 2.9.22 Page 5 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 10 including legal costs and attorney fees (collectively "Claims"), in c luding but not limited to C laims arising from injuries to or death of person s (Co ns ultant's e mployees inc lud ed), for damage to property, including prope rty owned by City, for any v iol a tion of any federal, state, or local law or ordinance or in any manner arising out of, pe rtaining to , or incide nt to any ac ts , errors or omissions, or willful misconduct committed by Con s ultant, its office rs, employees, representati ves, and agents, that arise out of or re late to Co ns ultant's performance of Serv ices or this Agreement. T hi s inde mnifi cat ion clause excludes C laim s arising from th e sole n egli ge n ce or willful mi sco nduct of the Inde mnifie d Parties. Under no circumstances s hall the ins urance requirements and limits set forth in thi s Agreement be construed to limit Consultant's inde mnification obligation or other liability under this Agreement. Con s ultant's inde mnificati o n obligation s hall s urvi ve the expiration or earlier termination of thi s Agreement until all actions against the Indemnifie d Parti es for s uch matte rs ind em nified are fully and finally barre d by the applicable s tatute of limitations or, if an action is time ly fil ed, until s uch action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, inde mnify, and/or hold harml ess arises out of Consu ltant's performance as a "des ig n professional" (as that te rm is defined unde r Civil Cod e section 2782.8), the n, and only to the ex te nt required by Civil Code section 2782.8, w hich is fully incorporated he rein , Con s ulta nt 's inde mnification obligation s hall be limited to the exte nt w hich the C laims arise out of, pe rtain to, or re late to the negligence, reck lessness, or willful mi sco nduct of the Consultant in the performance of the Services or thi s Agreement, and, upon Con s ultant obtaining a final adjudication by a court of competent jurisd ic ti o n , Cons ul tant's li ab ility for s uc h c laim, in c luding the cost to defend, s hall not exceed the Consultant's proportionate p e rce ntage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Cons ultant s hall p e ri o dically prepare and s ubmit to the Contrac t Officer reports con ce rning the performance of the Serv ic es required by this Agreement, o r as the Contract Officer s hall require. 8.2 Records. Cons ultant s ha ll keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures p e rta ining in any way to thi s Ag re e m ent. Cons ultant s hall keep s uch books and records as s hall be necessary to prope rl y perform the Services required by this Ag reement a nd enable the Co ntract Officer to evaluate th e performance of s uch Services. T h e Contrac t Officer s h a ll h ave full a nd free access to s uch books and record s a t a ll reasonable times, including the ri g ht to ins pect, copy, audit, and make record s a nd transcripts from s uch records. 8.3 Ownership of Documents. A ll draw ings, specifica ti o ns , re p o rt s , records, documents, a nd other m ate ri a ls prepared by Con s ultant in the performance of thi s Agreement s hall be the property of C it y. Co ns ultant s ha ll deliver all above-referenced documents to Ci ty upon reque s t of the Contrac t Officer or upon the termination o f this Agreement. Con s ulta nt shall ha ve n o claim for further employme nt or additional compensation as a result of th e exerc ise by Ci ty of its full ri g hts or ownership of the documents a nd materials. Cons ultant may r eta in copies of s uch documents for Cons ulta nt's own u se. Co ns ultant s ha ll h ave an unrestricted ri ght t o u s e the concepts e mbodied in s uc h documents. Revised 2.9.22 Page 6 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 11 8.4 Release of Documents. All draw ings, specifications, reports, records, documents, and other mate rial s prepared by Consultant in the performance of Services und er this Agreement s hall not be re leased publicly without the prior w ritte n approval of the Co ntract Officer. 8.5 Audit and Inspection of Records. After rece ipt of rea sonable notice a nd during the regular business hours of City , Cons ultant s hall provide C ity, or other agents of City, s uch access to Con s ultant's books, records, payroll documents, and facilities as C it y deems necessary to examine, copy, audit, and ins pect all accounting books, records, work data, d ocum ents, and acti v iti es directly re late d to Consultant's performance under this Ag ree m e nt. Cons ultant shall maintain s uch books, records , data, and documents in accordance w ith gene rall y accepted accounting principles and sha ll clearly identify and make s uch items readily accessible to s uc h parties during the term of this Agreement and for a period of three (3) years from the date of final pay m e nt by City hereunde r. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Ag ree me nt s hall be construed and inte rpre ted both a s to validity and to performance of the parties in accordance with the laws of the State of Cal ifornia . L egal actions conce rning any dispute, claim, or matter arising out of or in rel a ti o n to this Agreem e nt s hall be instituted in the Superior Court of th e Co unty of Riverside, State of California, or any other appropriate court in s uch county , and Cons ultant covenants and agrees to s ubmit to the p e rsonal juris diction of such court in the eve nt of s uc h action. 9.2 Interpretation. This Agreement s h a ll be construed as a w ho le acco rdin g to its fair lang uage and common meaning to achi eve the objectives and purposes of the Parties. T he terms of thi s Agreement are contractual and the result of negotiati o n between the Parties. According ly , any rul e of construction of contracts (including , without limitati on, Californi a Civ il Code Sect ion 1654) that ambiguities are to be cons tru e d against the drafting party, s hall not be e mployed in the interpre ta tion of thi s Agree ment. The caption headings of the va riou s sect io ns and paragraphs of this Agree m e nt are for co nvenience and id entificatio n purposes only a nd s hall not be d eemed to limit, ex pand , o r define the contents of the respective sections or parag raphs . 9.3 \-Vaiver . No delay or omiss ion in the e xe rci se of a ny ri g ht or re m ed y of a non- defaulting party on any d e fault s ha ll impair s uch ri g ht or re m edy o r be cons trued a s a waiver. No conse nt or approval of C ity s hall be deemed t o wa ive or render unne cess ary City's consent to or approval of any s ub s equent ac t of Consultant. Any waive r by e ither party of any default mu s t be in w ritin g. No s uc h waiver s ha ll be a wa ive r of any other default concerning the sa me or any other provis ion of thi s Agreement. 9.4 Rights and Remedies are Cumulative. Except w ith resp ect to ri g hts and reme dies expressly declared to be exclus ive in thi s Agreement, the ri g hts and re m edies of the parties are cumulative . The exerci se by e ith e r Party o f o ne or more of s uc h ri g hts or remedies s ha ll not preclude the e xe rc ise by it , a t the same or diffe re nt times, of any othe r ri g hts or re m ed ies for th e sam e de fault or a ny othe r default by th e othe r Pa rt y. Revised 2 .9 .22 Page 7 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 12 9.5 Legal Action. In a dditio n t o a n y othe r ri g h ts o r re m edies, e ither Pa rty may ta ke legal acti o n, in law o r in equity, to c ure, correct, o r re m e d y a n y d efault, to recover damages fo r any d efault , to com p e l s pecifi c per fo rma nce of thi s Agreement, to o b ta in inj u nct ive re l ief, a d ec larato ry judgm ent, o r a ny o the r re m e d y cons is te nt w ith the p urposes of thi s Agreement. 9 .6 A ttorney Fees. In the eve nt any dispu te b etween the Pa rt ies w ith respect to thi s Agreem e nt r esul ts in liti gati o n o r a n y non-j u dic ia l proceed ing, the p reva ilin g Pa rty sh a ll be e n titl e d , in a dditi o n to s uc h o the r re li ef as may b e gra nted, to recover fro m t h e no n-prevailing Pa rty a ll reason a ble cost s a n d expe nses. T hese in c lude but a re not limi ted to reaso n ab le atto rney fees, exp ert co ns ulta nt f ees, co urt cost s a nd a ll fees, costs, a nd expenses inc urre d in any a ppeal o r in co ll ecti o n of a n y judgm e nt e ntere d in s u c h p roceedi ng. 10. C ITY OFFICERS AND EMPLOYEES : NON -DI SCRIMINATION 10.1 Non-Liability of City Office rs and Employ ees. No offi ce r o r em pl oyee of C ity s hall be pe rsona ll y li a bl e to the Cons ult a n t , o r a ny s uccessor-in-inte rest, in the event of a n y d efault o r b reach b y C ity o r fo r a ny a m o unt w hi c h m ay becom e due to th e Cons ul tan t o r its s uccesso r, o r fo r breach of a ny o bi igati on of the terms of t h is Agreemen t. 10.2 Conflict of Inte res t. Cons ul tant ack nowle d ges t h at n o officer o r e m p loyee of t he C ity has o r s h a ll have any d irect o r in d irect fi nancia l in ter est in thi s Agree m e nt, no r s h a ll Co n s ul tant e n ter in to a ny agreem e nt o f a ny kind w ith a ny s uc h officer o r e m p loyee d uring the term of t hi s Ag reem e n t a nd fo r o ne (1) year the reaft er. Co ns ul tant war rants that Co nsu ltan t bas no t paid o r g iven , a nd w ill no t pay or g ive, a ny t hird party a ny m o n ey or o the r cons id erati o n in exch a nge fo r obtaining this Ag reem e nt. t 0.3 C ovena nt Again s t Dis crimination. In connecti o n wi th its per for m a n ce unde r thi s Ag reem e nt, Con s ulta nt s ha ll no t d iscrimina te agains t a n y em pl oyee o r a p p li cant for e mploy m e nt because of actua l o r pe rceived race, re li g io n , co lo r , sex, age, m a rita l s tatus, a ncestry, nati o na l o ri g in ( i.e., p lace of or ig in, immigrati o n s ta tus , c ultu ra l o r lin g ui s ti c c haracte ri st ics, o r ethni c ity), sexua l o ri e nta ti o n , gender identi ty, gende r express io n , phys ica l o r m e ntal d isabili ty, o r m e dical condition (each a "prohi b ited bas is "). Cons ulta nt s h a ll e ns ure that appli cants are e m p loyed, and t h a t e m p loyees are t reated d uring t he ir e m p loyment, w ithout regard t o any prohi b it ed bas is. As a conditi o n p recede nt to C ity's lawful capacity to e nt e r th is Agreem e n t, a nd in executing thi s Agreem e n t , Con s ul tan t certifies t ha t its actions a nd o mi ss ions h ere under s h a ll n o t incor porate a ny di scri m inat ion ar is ing fro m o r re la ted to a ny p ro hibited bas is in a n y Cons ultan t activ ity, inc lu d ing b u t n ot limi ted to the fo ll owing: e m p loy m e n t, u pgrading , d em ot ion o r tran sfer; recrui t m e nt o r recrui t m e nt adve rti s ing; layoff or te rminat io n; rates of pay o r othe r form s of co mpe nsatio n ; a nd se lecti o n for t ra ini ng, inc l ud ing a p p re n t iceship; a nd furth e r, t ha t Cons ul ta nt is in full comp li a n ce w ith th e provis ions of Pa lm Sprin gs M u n icipal Code Sectio n 7.09.040, in c lud in g with o ut limi tati o n t he p rovis io n of ben e fi ts, r e la tin g to no n- d iscri m inat io n in c ity contracti ng. 11. MISCE LLANE O US PROVI S IO NS Revised 2.9.22 Page 8 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 13 J 1.1 Notice . A ny no ti ce, d e mand, re quest, consent, approva l, or commun ication tha t e ithe r Party des ires, or is re quired to g ive to th e o th er Pa rty o r a ny o th e r pe rson shall be in w riting a nd e ith e r se rve d pe rso na ll y o r sent by pre -pa id , fir st-cl ass m a il to th e a ddress set fo rth below. Noti ce s ha ll be dee me d communi cated sevent y -t,,vo (72) ho urs fro m th e tim e of ma ilin g if m a il ed as p rov id ed in thi s Secti o n. E ith e r Pa rt y m ay c ha nge it s address by no ti fy in g th e other Pa rt y of the c ha nge of address in writin g. To C ity : To Consultant: C ity of Pa lm S prin gs Atte nti o n: C ity Ma nager/ C it y C le rk 320 0 E. Ta hquitz Cany o n Way Pa lm Sprin gs, Ca li fo rni a 92262 A udio A ssociates A tt enti o n: Pete Spe nce r 14 97 Jay ke n Wa y C hul a Vista CA 9 I 9 11 11.2 Integrated A greement. Thi s Agreeme nt co nst itut es the e nt ire und ers ta nding be t ween the Parties a nd supersedes a nd c a ncels a ll pri or negot iati ons, a rra ngement s, ag ree me nts , re pre se nt ati o ns, a nd und e rstandin gs, if a ny, ma de by o r a mong th e Pa rti es w ith respect to the subj ect ma tte r in thi s Agree me nt. 11.3 Amendment. No a me nd me nts o r o th e r mo difi cat io ns of thi s Ag ree me nt s ha ll be binding unl ess thro ugh writte n ag reeme nt by all Parti es . 11.4 S everabilitv . Whe neve r poss ible, eac h prov1s1on of thi s Agreeme nt sha ll be inte rpreted in s uc h a ma nne r as to be e ffec t ive a nd va lid un der a ppli cabl e law. In the eve nt that a ny o ne o r mo re of th e ph rases, se nte nces, cla uses, paragra ph s, o r secti o ns co nta in ed in thi s Ag ree men t sha ll be declared in va lid o r une nfo rceabl e by va li d judg ment or decree of a co urt of compe te nt jurisdi cti o n, s uc h in va lidity o r un e n fo rceab ilit y s ha ll no t affect any of t he re ma inin g ph rases , se nte nces, c la uses, paragraph s, o r sec ti o ns of thi s Agreeme nt , wh ich s ha ll be int e rpreted to carry o ut t he inte nt of th e pa rti es. 11.5 S uccessors in Interest. T hi s Agreeme nt s ha ll be b in d in g upo n a nd inure to th e be nefi t o f th e Pa r ties' successo rs a nd ass ignees. 11.6 Third Party Beneficia rv . Except as may be ex pressly p rov id ed fo r in thi s Agree me nt , not hing co nt a ined in thi s Ag reeme nt is inte nd ed to co nfe r, no r sha ll thi s Ag ree me nt be co nstru ed as co nfe rring, any ri ghts, in c lu d in g, wi th o ut limi tat io n, any ri g ht s as a third-pa rt y benefi c ia ry o r othe rw ise, up o n a ny e ntit y o r pe rso n not a pa rt y to thi s Agreeme nt. J J. 7 Recitals . The above -re fe re nced Rec ita ls a re hereby in corpora te d in to th e Ag ree me nt as th o ug h full y se t fo rth in thi s Ag reement and each Pa rty ac kn owledges a nd ag re es th at s uc h Pa rt y is bo un d, fo r purposes of thi s Agre e me nt, by the same. Revised 2.9 .22 Page 9 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 14 11.8 Authority. The pe rson s executing thi s Agre ement o n be half of the Parties warrant that they a re dul y authorized t o e xecut e thi s Ag reement on be ha lf of P a rti es and that by so execut in g this Agreement th e Parties are fo rma ll y bound to the prov is ions of thi s Agreem e nt. 11.9 Counterparts. Thi s Ag ree me nt may be s ig ne d in counte rpa rt s, each of w hich s ha ll constitute an o ri g in a l. [SIGNATURES ON NEXT PAG E [ Revised 2.9.22 Page 10 o f 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 15 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND AUDIO aSSOCIATES IN WITNESS WHEREOF, the Parties have executed thi s Ag reem e n t as of t he elates stated be low. CONTRACTOR: By •~ ~re By: __ ":)_~------ Signature (2 nd s ig natur e requ ir ed for Corporat ion s) Date : q / 1.3 / ;)..t:J ::2,;). I Da te: __ 0>_/_J_'.:") __ /_9-_0_~_a--___ _ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date:___ Item No. __ _ APPROVED AS TO FORM: ATTEST: By :-----------By: -------------C it y A ttorney C ity C lerk APPROVED: Date: By: ------------------------ C it y Manager -over $50,000 Deputy/Assistant C ity Manager -up to $50,000 Director -up to $25,000 Manage r -up to $5 ,000 Revised 2.9.22 P age 11 of16 11/10/2022 1C DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB IT Director 11/15/2022 Item 1C - Page 16 1112022 3:06 PM audio a ssoci ates 6200 Center Or • La Mesa • CA 9194 2 • Office 619-4 61-9445 • Fax 619-46 1-9469 Servi ng Southern Cali forn ia • DVBE & SBE Certific ation # 000 147 7 • C-7 Li e.# 728 789 . ,;/:rt•i.,/< J :}::,:r_ -\1!,: · ! (,;;:i:~F,;J.i_:~1li1W~~;}~«~{{zf,{:~1ff~~~\~; i;!J;/{~J?i1~~~4·M•~,:~i}ttit;,~J~1 ;;f> ~:~tl)ft r ~~ : .. ··· · .. ••1; ... ~ ·1 ·.: l I•!): ·t1-.,{1: ~;·,1:' \;i .. : . · • 1 ·• 1 1• •I ,•,•.' ,,.•; ,\i,l•,f"•~~~ '. ,>, "{ N'i,i ,.~~~2°:-i•,1;,c~';•".l•'-,1 ,, >:>•~,'/!t ! •,,(,_,',t1 ,,,•1 ,r,••';',•s:.• ,t ,)I,:•'.•: ''l•••••,•,•,•1,,. ,., 11 '• ', 1 ~ .~:••, ••:\ ~( }!\l, '\,) •:: ~. \, \' ". .. ~~•,':~ij To: Palm S12rings Air12ort Date Quotation# Revision# 3400 East Tahquitz Can;ron Wa:r: Paim Serings CA 92262 7/11 /2022 2022-0 33 Revised 7/11/2022 ATTN: Jonath an Ba ll ard Date o f Reques t : Quote By: Sale By c~u: · Pete Spencer Ph:. Ema il: Ion2Jhan 1~alla rd@ 12alms 2rings!.j Terms : Clien t POii JOB# Re : EXHIBIT A .. Paging Stat io n a t Various Loca t ions -" QUAN MFR MODEL DESCR IPTION UN IT EXTENDED ,.,.,... .... ,, .... imiiil-ml ·· -" . . . ... .... , .. , " --...... ~-., -~· --~ . . ., . .,:,. -···. .. ·--· ............. , .... -~ ··~· .,,._ --.............. , .. , -~ ,. • 3 .00 I ED A528VFM-H Pa ging S ta tion/Mic 3,292.49 9,8 77 .00 3.:00 Hubbell 12x 12x6 WX Prorr Enclosure 196.56 58.9 .68 3.00 IED A528SBB Black Box 154.9 6 464 .88 , . . <~l~;1tf [tii ;{'. ,: ,,:t" ···s ll-\,i\,1\'i?i\;\i(vM Mi~'cf.~~IJ'/1pl(is'J.(lb.~(~m:fabjf~~,1o'il ,a'ffclReiital$J'~1\/1J,J{;,f\\l; 1,1 f~i'f. 1',f>',1-1 4.00 · Vari 9u s As nee ded Connec tors, panels, hardware, supplies. etc. 11 5.00 460,00 -.. . , ~-:;J:0' ~~i1 f.~f t~YZ~ ~)'f~i~h l_.!t;tff~:-1~~-r,Jo.~atib~i:ib~ E~!Jtn1'eril1'fl,• cQiis{i,ta'fio11/~(~f!~~~,f{~f{?-.l~~(ri rtqr'f~lit.~0~7;tN~7»[fM~<-,~{·~J;]ftif ?;~?;J :~;\~~~~{l>.~~\tf.!f~· !l~t\ ~ ;_~r_ C1J, ~?-·-.~•;,~)~. 16 .00 Hours Labor installation an d fabrica tion 98.00 1,568 .00 1,00 Hours Labor Proaramming 250.00 250.00 ,stima)e a~ig oifz~d by: TOTAL TAXAB LE AMOU NT > ·> > $1 1,39 1 .56 Nam.e: TOTAL NON-TAXAB LE > > > $1,818 .00 Ti \]e·: TAX@9.25% > > > $1,053.72 Date: SHIP PING VIA GROUN D > > > $146.00 iignatu re: TOTAL COST > > > $14,4 09.28 Notes: A / 1: (,1/ 2: \IV ·3·: ... )ptlon s: ._, .. J A: B: c: CONFIOENT IALI TY NOTICE AAOF8.l9 14 Tt'\i~ docUTie l'\l may contai~ trace secrels ar.d;'or corl.<:ential a'id rt9ally ptr.ile-g ed lnf0<mati0n for tr,c 1nto r\C ed uso cl l t.e irtJ i·,i~,_.-,1 or enUy named aoo.,e. Oisc·os:.;.-,e, oop:,ing, disttibd:On or ut~ 01 a:ly infor:n<)t;.,.1 cor.li\incd ifl th's doc ... mcr.t. b'./ persons otr.cr th.an lhe int9:.c'e1 r-e,1;:iienl. ,s stric l~/ p •ohib:loid. IJ you h,we rece~ed t,-~s doc1.,n1e~ .n eno,. p'e,159 c.a'I A,..;d:o Assoc:ales and L'"len ma, tho? dve ... me.-i1(s ) 10 us. Tl'l.iln"lt ~ov. Page 1 2 o f 1 6 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 17 Revised 2.9 .22 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimu1n Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Pag e 13 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant 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. Consultant shall also carry \NOrkers' 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 Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2.Minimum Scope of Insurance. The m1111mum amount of insurance requiredunder this Agreement shall be as follows: A.Comprehensive general liability and personal injury with limits of at leastone million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; B.Automobile liability insurance with limits of at least one million dollars($1,000,000.00) per occurrence; C.Professional liability (errors and omissions) insurance with limits of atleast one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: ____ required ----is not required; D.Workers' Compensation insurance in the statutory amount as required bythe State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3.Primary Insurance. For any claims related to this Agreement, Consultant'sinsurance 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 Consultant'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 Revised 2.9.22 Page14of16 X Item 1C - Page 18 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 19 contributi on it m ay ha ve aga ins t C ity, its e lected offi c ia ls , officers, employees, agents, a nd voluntee rs. 4. ElTors and Omissions Coverage. If Erro rs & Omissio ns In s urance is re quired, and if Co ns ultant prov ides c laims m ade professio n a l li ability in surance, Cons ulta nt s ha ll a lso agree in w riting e ithe r (I) to purchase ta il in s urance in the a m o unt req uired by this Agreement to cover claims made w ithin three years of the complet io n of Consulta n t 's Ser v ices und e r this Ag re e m e nt, o r (2) to maintain professional li a bility in s u ra nce coverage wi th the same carrie r in t he a m o unt require d by thi s Agree m e nt fo r at least three yea rs afte r comp le ti on of Consulta nt's Services unde r thi s Agreement. Cons ultant s h a ll also be re quired to provide evid ence to C ity of the purchase of the req uired ta il in s u ra nce or continuatio n of the profess io na l li ability policy. 5. Sufficiency of Insurers. Ins urance required in thi s Agreem e nt s hal l b e prov ided by a utho ri zed ins ure rs in good s tand ing w ith the S tate of Ca li fo rni a. Coverage s h a ll b e provided by ins ure rs admitted in the State of Cali fo rni a w ith a n A .M. Best's Key R atin g of B++, C lass V II , or bette r, unless otherwise acceptable to the C ity. 6. Verification of Coverage. Cons ulta nt s ha ll furnish C ity w ith both ce rtifi cates of insurance and e ndo rseme nts, in c luding add iti o n a l ins ured end o rseme nts, effecting all of t h e coverages req uired b y thi s Ag reem e nt. The certificates a nd e nd orsements a r e to b e s ig ned by a p e rson a uth orized by that ins ure r to bind coverage o n its behalf. A ll proof of in suran ce is to be rece ived a nd approved by th e C ity before wo rk comme n ces. C ity reser ves the ri g ht to re quire Con s ulta nt 's ins ure r s to provid e complete, certified cop ies of a ll re quire d in s u ra n ce po li c ies a t a ny time . A dditi onal ins ure d endorsements a r e no t require d for E rrors a nd O mi ssions a nd Workers ' Comp e nsation policies. Verifi cation of Ins u ra nce coverage m ay be provided by: (1) an approved General and/or Auto L iabi lity E ndorsement Form fo r the C it y of Palm Springs or (2) a n acceptab le Ce rtifi cate of Liability In s urance Coverage w ith a n a pproved A dditional Ins ured E nd orsem e nt w ith t he following e ndo rsem e nts s ta ted o n the certifi cate: A. "The City of Palm Springs, it s officials, e mployees, and agents are named as an additional in s ured ... " ("as respects C ity of Palm Springs Contract No._" or "for any and all 1rork pe,formed ll'il h th e City" may be inc lud e d in thi s s tat e ment). B. "This insurance is primmy and non-conlributo,y over any in s urance or self insurance th e City may have ... " ("as respects City of Palm Springs Con/mcl No._" or "for any and all H·o r k perform ed with the C ity" m ay be in c lu ded in t hi s statem e nt). C . "Should any of the abm·e described policies be can cel ed befor e th e e.,piration date ther eof, th e issuing co mpany ll'ill mail 30 days wr illen notice lo th e Certificate Holder nmned." Lang uage s uc h a s, "endeavor to " m a il a nd "but fa ilure to m ai l s u c h n ot ice s h a ll impose no obl igat io n or li ability of a ny kind u po n the company, its agents o r repre sentat ive" is n ot acceptable a n d must be crossed o ut. Revised 2.9.22 Pag e 15 of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 20 D. Both the Worke rs' Co m pen sati o n a nd E m p loyers ' Liability poli c ies s h a ll conta in the insure r's waiver of s ubrogati o n in favor of C ity, its e lected o ffi c ia ls, officers , e m ployees, age nt s, a nd vo lu nteers. In a dditio n to th e e n dorsements li s te d a b ove, the C it y of Pa lm S pr ings s h a ll be name d the certificate ho lder o n the poli c ies. A ll certificates of ins u rance a nd end o rsem e nts a r e t o b e rece ived a nd approved by th e C ity befo re work co m men ces. A ll certificat es of ins u ra n ce must be a utho ri zed by a person w ith a utho ri ty to b ind coverage, w h e the r tha t is the a utho ri zed age nt/broke r o r ins u ra nce unde rw rite r. Failure to o bta in the re quired d ocume n ts p ri o r to the co mme ncem e nt of wo rk s h a ll not wa ive the C ons ulta nt's o bligati o n to p rov ide the m . 7. Deduc tibl es and S elf-Ins ured R e tention s . A ny ded uc ti bles o r self-i nsure d retenti o ns must b e decla re d to a nd ap proved b y the C ity pri o r to comme n ci ng any wor k o r Serv ices under thi s Agreem e n t. At the o ptio n o f the C ity, e ithe r (I ) the in s u re r s ha ll re duce o r e liminate s uc h dedu ctibl es or se lf-ins ure d reten t io ns with respect to the C ity, its e lected officials, officers, e mpl oyees, agen ts, a nd vo lunteers; o r (2) Con s ulta nt s ha ll p roc ure a bo n d g u aran tee in g p aym e nt of losses a nd re lated i nvesti gati o ns, c la im ad mini s t ra ti o n , a nd defe nse expenses. Cer t ificates of In s u ra n ce m us t incl u de evid e nce o f the amo unt of a ny d educ tible or self-in s ure d re te nti on under the po li cy. Con s ulta nt g u arantees payment of a ll d edu c ti b les a n d self-ins ured re te nt ions . 8. Severnbility o f Interes ts {Separation of Ins ured s). T hi s in s ura nce app lies separate ly to each in s ured against w h o m c la im is m ade or s u it is bro ug ht excep t w ith respect to t he limits of t h e ins urer's li ab il ity. Rev i sed 2.9.22 Page16of 16 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/23/2022 Cavignac 451 A Street, Suite 1800 San Diego CA 92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Hanover Insurance Company 22292 AUDIASS-01 The Hanover American Insurance CompanyAudio Associates of San Diego 1497 Jayken Way Chula Vista, CA 91911 Allmerica Financial Benefit Insurance Co.41840 Massachusetts Bay Insurance Company 890547062 D X 1,000,000 X 100,000 10,000 1,000,000 2,000,000 X X Y Y ZD3D541289 4/1/2022 4/1/2023 2,000,000 Deductible 0 C 1,000,000 X Y Y AW3D541328 4/1/2022 4/1/2023 A X X 9,000,000UH3D5412924/1/2022 4/1/2023 9,000,000 X 10,000 B XYWZ3D5413104/1/2022 4/1/2023 1,000,000 1,000,000 1,000,000 A Stored Equipment/Materials IH3D541262 4/1/2022 4/1/2023 Limit $500,000 Re: Palm Springs International Airport. Additional Insured coverage applies to General and Automobile Liability for City of Palm Springs; Palm Springs International Airport, its officers, officials, employees, agents and volunteers per policy form. Primary coverage applies to General and Automobile Liability per policy form. Waiver of Subrogation applies to General and Automobile Liability and Workers Compensation per policy form. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. City of Palm Springs; Palm Springs International Airport 3200 Tahquitz Canyon Way Suite OFC Palm Springs CA 92262 Item 1C - Page 21 ACORD® I ~ I ~ • • ~ ~ Fl • • ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I • ~ f!_. ~ I DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Policy No. AW3D541328 Item 1C - Page 22 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause lncluded 8. Medical Payments Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. ZD3D541289 Item 1C - Page 23 for "bodily injury", "property damage", or "personal and advertising injury" caused, in DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5) from coverage under this Coverage Part, including any endorsements thereto. c.This provision does not apply: (1)Unless the written contract or written agreement was executed or permit was damage", or "personal injury and advertising injury". (2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b) the lessor (4)To any: (a)Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b)Managers or lessors of premises if: (i)The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the wh of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds, the following is added to SECTION III LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured Primary and Non- Contributory The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1)For the sole negligence of the Additional Insured; (2)When the Additional Insured is an Additional Insured under another primary liability policy; or (3)when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. ZD3D541289 Item 1C - Page 24 Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded issued prior to the "bodily injury", "property If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of To "bodily injury", "property damage" or "personal and advertising injury" arising "occurrence" which caused the "bodily injury" or "property damage" or the offense ich caused the "personal and advertising injury" involved the rendering DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 b. Excess Insurance (1)This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c)That is insurance purchased by the Additional Insured to cover the tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d)If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I COVERAGE A BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2)When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3)When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contrac or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V DEFINITIONS, Definition 3. by the following: 3. bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. includes mental anguish or other mental injury resulting from 5. Broad Form Property Damage Borrowed Equipment, Customers Goods, Use of Elevators a.SECTION I COVERAGES, COVERAGE A BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b.The following is added to SECTION V DEFINTIONS: 24."Customers goods" means property of your customer on your premises for the purpose of being: ZD3D541289 Item 1C - Page 25 Additional lnsured's liability as a t executed prior to the "occurrence" injury" is replaced "Bodily injury" means injury" "bodily "Bodily "bodily injury". DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 a.worked on; or b.used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e.Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments Extended Reporting Period a.SECTION I COVERAGES, COVERAGE C MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and b.This coverage does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a.Coverage under this provision is afforded until the end of the policy period. 10. Non-Owned Watercraft SECTION I COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. ZD3D541289 Item 1C - Page 26 investigation or defense of the claim or "suit", DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Policy Number: WZ3D541310 Item 1C - Page 27 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE POLICY NUMBER: ZD3D541289 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Name Of Person Or Organization: City of Palm Springs, Palms Springs Int’l Airport Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Item 1C - Page 28 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB ATTACHMENT B Item 1C - Page 29 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 30 1 . Name of Entity PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Audio Associates of San Diego dba Audio Associates 2. Address of Entity (Principle Place of Business) 1497 Jayken Way Chula Vista CA 9 1911 3. Local or California Address (if different than #2) Same as above 4. State where Entity is Registe red with Secretary of State CA If other than California, is the Entity also reoi stered in California? n Yes n No 5. Type of Entity ~ Corporation D Limited Liability Company D Partnership D Trust D other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (ple ase specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Pete Spencer ~ Officer D Director D Member D Manager (R ev ised 0 5/16/19) [name] D G e neral Partner D Limited Partner •Other D Officer D Director D Member D Man ager [n a me] D G e n eral Partner D Limited Partner •Other [n ame] D Officer D Direc tor D Member D Manager D General Partne r D Limite d Partner •Other CITY OF PALM SPR IN GS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Pa ge 1 of 2 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB Item 1C - Page 31 7. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity EXAMPLE JANE DOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. Pete Spencer 100% [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [perce ntage of benefici a l interest in entity and name of entity] D. [name of owner/investor] [percentage of bene ficial interest in entity and name of e ntity] E . [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing P Date S~p 13, 2022 Pe te Spencer, President PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by th e City. (R evi sed 0 5/16/19 ) CITY OF PALM SPR IN GS -PUBLIC INT EGR ITY DI SC LOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 DocuSign Envelope ID: 7215D0DE-D69A-47AF-AB50-CB7577AEE7EB