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HomeMy WebLinkAbout06851 - THE ADAMS COMPANY INDEPENDENT FEE ESTIMATE CONTRACT SERVICES AGREEMENT The Adams Company THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement') is made and entered into on May 16, 2016, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and The Adams Company, a Limited Liability Company, ("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 an Independent Fee Consultant, for Design Service fees for Airport Improvement Projects, ("Project'). B. Contractor has submitted to City a proposal to provide independent fee consulting 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. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide Independent Fee Consulting services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and "B" incorporated by reference (the "services" or "work"). Section 4.4 includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 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 services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 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. ORIGINAL BID Revised 515116 720599.1 AND/OR 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 Section 4.4. Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. 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 Exhibits"A" and `B." The total compensation shall not exceed $8,800.00. 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 rates 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 Chances. In the event any change or changes in the Scope of Services/Work 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 for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:5/6116 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Section 4.4. Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. 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. 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 ninety (90) days, commencing on May 16, 2016, and ending on August 15, 2016, unless extended by mutual written agreement of the parties. The total amount of Compensation shall not exceed eight thousand and eight hundred dollars ($8,800.00). 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. Contractor may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 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 and work: Gary Adams, President. 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 3 Revised:515116 720599.1 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. Therefore, 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. 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. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, 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: Gary Adams President, The Adams Company 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"C," and 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, judgments, arbitration awards, settlements, damages, 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, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this 4 Revised:515116 720599.1 Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. 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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non- design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 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 5 Revised:5/5116 720599.1 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. 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 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly famished to City upon request. 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 6 Revised:515116 720599.1 be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, 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. 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. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. 7 Revised 5/5116 720599.1 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262 To Contractor: The Adams Company 1508 W. Tara Drive Gilbert, Arizona 85233 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement 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. g Revised:515116 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: o$ 14 1 2 o f fa By: David H. Ready City Manager APPROVED BY CITY MANAGER APPROVED AS TO FORM: ATTEST &�4 By: By j e . — Douglas C. Holland, s Thompson, City Attorney City Clerk "CONTRACTOR" The Adams Company Date: 14 J 3 C �J (o By : U!� GarkjdarA President Date: ,/ 30 261 (y 4d �/, (name) !atrneftt 5. I�el�e� A�rrzs (secretary) 9 Revised:1219115 720599.1 CALNK ro ALUIPURPOEE ACIOIOWLMD R CW CODE g 11e9 A nomy public or a ev diva On emirs vain only the ia.vdy of to itdvikai Who aged do doounre to With dfa cedicataoeled+e4 sat notdenatdilese.acarary,a yduos donnnaht st,%of caflcwhia At,Zo.�i— ) cwiy of ,'1 a✓ On o4. 30 . Zo l(; balana me. I Ikk I�r-�i Daft O�,o�a r personelMuppeared &Y11YI > Li cL-iu ,Wei Na KIN O7 Bigrerpn) - P�Z llL y DOSti 3i 3a3 P A z DL dT J�)r,v?,S375Z who proved to me on the haws of satisfactory evidence to he the peraun(a) wleae raene(h) idae s bacnuDaf to the wThih ehebunerd and ack ow wiped to me that hatahsi weeded the same in hdlerlBui aWra¢ad upaciy¢w).and that by hofinrAhei signature(a)on the iadruned the psaanN. or the entity upon b[df of wHdn the pervonN mend.executed the mahu"wnt. I cw*under P@WLTY OF PBIAW uadar the laws of CaRon ve that the lmegoinp pwagaaph aonecl E@MariGopa nh-Thuy N Willianls�s rry tamed and alficiel asaLNotary Public County,A ' mm.Expires 11-30-19 siprn a pf PtFc PYce Nafwy Beef Above OPTIONAL Though tide sectim a apHwrf.can*49firg this irhlxn ahun can deter aXenobon c/f he document or awsddant niattedmad of tits farm to an urwdaaded dnaanent Oaaaipbon of Atdded DDeumant rda or Type of Document Document Dale: Nunbw of Pagan: Sgpm(a)O#w Then barred Above: Cepacitoes)Clowned by WV—(s) siwows Narw: &WIs's None: ❑Capaats OWicar—Tia{sX ❑Ompaefa Oltioer—TOOK ❑Pad ner— ❑lidded ❑Oaunl ❑Partner— ❑Landed ❑Denwal ❑kxs%w oat ❑Attorney in Fad ❑kdivi ka ❑AthO e in Fad ❑Tmatae ❑Ouvdan or Conservator ❑Tnadea ❑Gusedon or Ooreervatvata ❑oaur. ❑OU W.. 9hgw In PapreOW&gO `JPw Is Reprmwb'ng OM4 tlakarl Noe.yAaaodakwh•wwwllabwellatry.mg•1409-1s NDTAfn pa09479e9Z7) ram#5W7 to Revised:1219115 '20599.1 EXHIBIT "A" ® The Adams Companies 1508 W Tare Drive Gilbert,Arizona rISM Phone:602-708-1177 &nail:gary®/hndam¢umpanle.b¢ April 27,2016 Mr.Mark lucht Airport Administration Manager Palm Springs International Airport 3400 East Tahquitz Canyon Way Palm Springs,California 92262 Re: Qualifications for an Independent Fee Estimate(IFE)for Palm Springs International Airport Airfield Lighting Project and Taxiway 1 Pavement Repair Engineering Design Services Dear Mr.lucht In response to your request for a proposal for the Palm Springs International Airport,The Adams Companies(TAC)is pleased to submit the following statement,proposal and work scope form Independent Fee Estimate. TAC is a small firm established in 2005 that provides aviation consultation services to airports primarily in the Southwest U.S.TAC prides itself on providing high-quality professional services that result in a high percentage of repeat clients. The Adams Companies has the following outstanding capabilities to bring to this assignment: • Availability: TAC is completing projects in Lyon County, NV and Grants, NM Airports and can begin work immediately on this analysis and complete the assignment within 10 work days. • Relevant Experience:TAC has completed projects similar to those described in your request. We have significant experience in all aspects of airport development projects and independent fee analysis for Federal Aviation Administration(FAA)Airport Improvement Program(AIP)grant programs. • Relationship with FAA: Mr. Adams retired as the Arizona Department of Transportation (ADOT) Aeronautics Division Director after 25 years, and has excellent working relationships with numerous FAA personnel. These relationships allow TAC to effectively and efficiently perform all agency coordination. 1 Revised:1219/15 720599.1 • Page 2 Aprll 27,2016 This proposal and attached work scope"Exhibit A"are designed to address the overall needs of the Palm Springs Intemational Airport for completing an Independent Fee Estimate in a well-coordinated and timely manner. Our fee for the proposed scope of services is a lump sum fee of$3,800.00.AI I work shal I be completed within 10 working days from the Notice to Proceed.In order to meet the completion date,TAC will require: 1)a written notice to proceed and 2)the receipt of all necessary review materials including the following: a) The consultant's list of proposed subcontractors and subcontractors proposed work scope;b)Consultant's proposed scope of work,as approved by the FAA;c)Consultant's redacted budget spreadsheet. We understand the importance of this effort to the City of Palm Springs and the Palm Springs International Airport. We know that during these tight economic times, the Airport needs additional funding options and creative problem solving to help complete much needed improvements.TAC iscommitted to providing the resources and expertise required to provide you with the most cost-effective,timely consulting services available. Thank you for considering The Adams Companies for this assignment. For more background information on The Adams Companies, please visit our website at: http://www.theadamscompanies.bizfindex.htmi.We look forward to your favorable review of our submission for this project. Please do not hesitate to contact me at 602-708-1 177,or via email at nary(o).theadamscomoonies.biz, if you have any questions or desire further information. Sincerely, The Adams Companies Gary Adams President Apri127,2016 EXHIBIT A PALM SPRINGS INTERNATIONAL AIRPORT INDEPENDENT FEE ESTIMATE ENGINEERING DESIGN SERVICES FOR AIRFIELD LIGHTING PROJECT AND TWY J PAVEMENT REPAIR SCOPE OF WORK AND FEE ESTIMATE Introduction: The City of Palm Springs will soon begin a project to design a signage and lighting construction project to rehabilitate the aging electrical system and incorporate LED lighting and signage technology at the Palm Springs International Airport.The existing airfield lighting circuit conditions were analyzed through megger readings and it was determined to have problems throughout the electrical system mainly due to failed connectors. Parsons Brinkerhoff,Inc.has been selected as the project team manager for the project In order to complete the design project,the City of Palm Springs,as owner of the Palm Springs International Airport, is about to enter into contract fee negotiations with the airport engineering consultant firm of Parsons Brinkerhoff(Consultant),after selecting them based on qualifications. In accordance with FAA consultant selection guidelines,the City of Palm Springs is requesting TAC to submit a proposal and work scope for an Independent Fee Estimate(IFE)on the scope of services to be provided by the selected consultant. The scope of services that TAC proposes for the IFE is as follows: Task 1:Develop Independent Fee Estimate a)TAC will review the scope of services developed by the Consultant(s)and the Palm Springs International Airport The scope will be reviewed task-by-task to ensure that all required services for the Project,based on TAC's professional judgment,are thoroughly addressed in accordance with FAA guidelines for projects of this type, including the most recent FAA Advisory Circulars. b)TAC will provide to the Palm Springs International Airport a cost breakdown structure and cost estimate by task. The cost breakdown structure will consider the level of staff skills necessary to effectively complete each task, staff man-hours, and any other cost considerations, i.e. direct costs which may be needed for the acquisition of data or travel- related expenses. This cost breakdown will be similar in format to Appendix E of AC 15015100-14B Change I. 13 Revised:1219115 720599.1 • Page 2 Ap6127,2016 c) TAC will provide a detailed cover letter with an explanation of costs and a separate comprehensive spreadsheet of the independent I=estimate to the Palm Springs International Airport,in electronic format(and hard copy if requested). Fee: Our fee for the proposed scope of services is a lump sum fee of$3,800.00.All work shall be completed within 10 working days from the Notice to Proceed.In order to meet the completion date,TAC will require:I)a written notice to proceed and 2)the receipt of all necessary review materials including the following: a)The consultant's list of proposed subcontractors and subcontractors proposed work scope; and b) Consultant's proposed scope of work, as approved by the FAA. Bilfing/Contact Information: The Adams Companies LLC- Palm Springs Business License k 20016856. TAC's billing address is: The Adams Companies,LLC 1308 W.Tara Dr. Gilbert,AZ 85233 602-708.1177 14 Revised 12t9l15 720599.1 Exhibit "B" ® The Adams Companies 1508 W Ten Drive Gilbert,Arizona 85233 Phoar.iaL709-1177 &mad:zaryQa thesdamacumpankr.brz April 14,2016 Mr.Mark lucht Airport Administration Manager Palm Springs International Airport 3400 East Tahquitz Canyon Way Palm Springs,California 92262 Re: Qualifications for an Independent Fee Estimate(IFE)for Engineering Design Services Dear Mr.Jucht: In response to your request for a proposal for the Palm Springs International Ahpon,The Adams Companies CfAC)is pleased to submit the following statement,proposal and work scope for an Independent Fee Estimate. TAC is a small firm established in 2005 that provides aviation consultation services to airports primarily in the Southwest U.S.TAC prides itself on providing high-quality professional services that result in a high percentage of repeat clients. The Adams Companies has the following outstanding capabilities to bring to this assignment: • Availability:TAC is completing projects at Scottsdale and Williams Airports and can begin work immediately on this analysis and complete the assignment within 10 workdays, • Relevant Experience:TAC has completed projects similar to those described in your request We have significant experience in all aspects of airport development projects and independent fee analysis for Federal Aviation Administration(FAA)Airport Improvemmt Program(AIP)grant programs. Relationship with FAA: Mr. Adams retired as the Arizona Department of Transportation (ADOT) Aeronautics Division Director after 25 years, and has excellent working relationships with numerous FAA personnel. These relationships allow TAC to effectively and efficiently perform all agency coordination. 15 Revised 12MIS 72059M Exhibit "B" • Page 2 Apol 14.2016 This proposal and attached work scope"Exhibit A"are designed to address the overall needs of the Palm Springs International Airport for completing an Independent Fee Estimate in a well-coordinated and timely manner. Our fee for the proposed scope of services is a lump sum fee of 55,000.00.All work Mall be completed within 10 working days from the Notice to Proceed.In order to meet the completion date,TAC will require: 1)a written notice to proceed and 2)the receipt of all necessary review materials including the following:a)The consultant's list of proposed subcontractors and subcontractors proposed work scope;b)Consultant's proposed scope of work,as approved by the FAA;c)Consultant's redacted budget spreadsheet. We understand the importance of this effort to the City of Palm Springs and the Palm Springs International Airport.We know that during these tight economic times,the Airport needs additional funding options and creative problem solving to help complete much needed improvements.TAC is committed to providing the resources and expertise required to provide you with the most cost-ef active,timely consulting services available. Thank you for considering The Adams Companies for this assignment. For more background information on The Adams Companies, please visit our website at: httpl/ cow.lheadamscompanies.bizfi'ndex.html.We look forward to your favorable review of our submission for this pmjeet. Please do not Imitate to contact me at 602-708-1 177,or via email at 2ary(&headamscomoanies.biz if you have any questions or desire further information. Sincerely, The Adams Companies Gary Adams President 16 Revised:1219115 720599.I April 14,201fi Exhibit "B" PALM SPRINGS INTERNATIONAL AIRPORT INDEPENDENT FEE ESTIMATE ARCHITECTURAL AND ENGINEERING PROFESSIONAL SERVICES FOR AN ADDITION AND RENOVATION OF AIRLINE TICKETING AND TRANSPORTATION SECURITY ADMINISTRATION BAGGAGE SCREENING AREAS SCOPE OF WORK AND FEE ESTIMATE Introduction: The City of Palm Springs will soon begin a project to consider the expansion and renovation of the airline ticketing hall, the airline ticket offices (ATO) and the Transportation Security Administration(TSA)baggage screening areas at the Palm Springs International Airport.The current terminal ticking hall is constricted by passenger queuing and the current baggage screening does not meet TSA guidelines. Parsons Brinkerhoff, Inc. has been selected as the project team manager for the project.The goal of this project is to provide the airport and the traveling public with a more convenient and secure transportation experience at the Palm Springs International Airport. In order to complete the terminal addition and renovation concepts and design project,the City of Palm Springs,as owner of the Palm Springs International Airport, is about to enter into contract fee negotiations with the airport engineering consultant firm of Parsons Brinkerhoff (Consultant),after selecting them based on qualifications. In accordance with FAA consultant selection guidelines,the City of Palm Springs is requesting TAC to submit a proposal and work scope for an Independent Fee Estimate(IFE)on the scope of services to be provided by the selected consultant. The scope of services that TAC proposes for the IFE is as follows: Task 1:Develop Independent Fee Estimate a)TAC will review the scope of services developed by the Consultant(s)and the Palm Springs International Airport. The scope will be reviewed task-by-task to ensure that all required services for the Project,based on TAC's professional judgment,are thoroughly addressed in accordance with FAA guidelines for projects of this type, including the most recent FAA Advisory Circulars. b)TAC will provide to the Palm Springs International Airport a cost breakdown structure and cost estimate by task. The cost breakdown structure will consider the level of staff skills 17 Revised 12/W15 P_0599.1 Exhibit "B" • Page April 14,2016 necessary to effectively complete each task, staff man-hours, and any other cost considerations, i.e.direct costs which may be needed for the acquisition of data or travel- related expenses. This cost breakdown will be similar in format to Appendix E of AC 150/5100-14EChange I. c) TAC will provide a detailed cover letter with an explanation of costs and a separate comprehensive spreadsheet of the independent fee estimate to the Palm Springs International Airport,in electronic format(and hard copy if requested). Fee: Our fee for the proposed scope of services is a lump sum fee of S5,000.00.All work shall be completed within 10 working days from the Notice to Proceed.In order to meet the completion date,TAC will require:1)a written notice to proceed and 2)the receipt of at I necessary review materials including the following: a)The consultant's list of proposed subcontractors and subcontractors proposed work scope; and b) Consultant's proposed scope of work, as approved by the FAA. Billing(Contaet Information: The Adams Companies LLC-Federal ID number is 76-0923239. Palm Springs Business License#20016M TAC's billing address is: The Adams Companies,LLC 1508 W.Tara Dr. Gilbert,AZ 85233 602-708-1177 18 Revised:12/W15 720599,1 Exhibit "C" 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 Scone 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: X 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. 19 Revised:1219115 720599J 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 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, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City 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: I. "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). 2. "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). 3. "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 20 Revised:12/9115 720j99.1 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. 4. 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. 21 Revis d 12/9/15 720599.1 Exhibit "D" I certify that in the performance of work for which this agreement is issued, I SHALL NOT EMPLOY ANY PERSON, in any manner so as to become subject to the worker's compensation laws of California, and I agree that if I should become subject to the worker's compensation provision of Section 3700 of the Labor Code, I shall for with comply with those provisions. All work shall be performed from my office in Gilbert Arizona and I certify that I will not perform any work, nor will there be any motor vehicles used in Palm Springs, California. These insurance policies will not be provided for this consulting services agreement. Date: J >>`I �� By: ✓L- i j A Gary A s, P'resident