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HomeMy WebLinkAbout05239 - JBT CORPORATION PASSENGER LOADING BRIDGE MAINTENANCE Kathie Hart From: Mark Jucht Sent: Thursday,June 16, 2016 4:28 PM To: Kathie Hart;Suzanne Seymour Cc: Jay Thompson Subject: RE:A5239-JBT Corporation Yes. e�' Mark Jucht lr Airport Administration Manager Palm Springs International Airport C �� 3400 E. Tahquitz Canyon Way Palm Springs, CA 92262 mark.iucht@ palmspringsca.koy (760)318-3808 From: Kathie Hart Sent: Thursday, June 16, 2016 4:24 PM To: Mark Jucht; Suzanne Seymour Cc: Jay Thompson Subject: A5239 -JBT Corporation This is for the loading bridge maintenance and expired in 2011. CK to close this file? kathLe Kathie Hart, MMC Chief Deputy City Clerk CAWORNFA� bke e6 pk+ e t1w, City of Palm Springs (760)323-8206 3200 E. Tahquitz Canyon Way (760)322-8332 Palm Springs,CA 92262 Kathie.Hart@PalmSpringsCA.gov City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays. 1 PALM �\ s City of Palm Springs Department of Aviation * Palm Springs International Airport 3400 E.Tahquitz Canyon Way,Suite OFC • Palm Springs, California 92262-6966 Cq�r FO P Tel: (760) 318-3800 ` Fax: (760)318-3815 Web: www.palmspringsairportcnm January 12, 2011 W :4 M � c':x -�v: z -V M n Mr. Brent Ahlstrom, �--' a �n ca c� r� General Manager C .c JBT AeroTech _ �rn Airport Services 7K"-' CO °1 1805 West 2550 South c cn Ogden, UT 84401-3396 Re: SERVICE AGREEMENT EXTENSION Dear Mr. Ahlstrom: In accordance with Exhibit "D" of Agreement A5239, approved on March 1, 2006, for annual maintenance services provided by JBT AeroTech Services to the City of Palm Springs International Airport, the City hereby notifies JBT AeroTech Services of its intent to exercise their right to extend this contract for a period of up to sixty (60) days for the purpose of new contract preparation. Therefore, the subject contract will be extended from March 6, 2011 to, and including, May 6, 2011. Best regards, Thomas Nolan, A.A.E. Executive Director-- Airport cc: Mr. Mike Garlick Director, Sales & Marketing Craig Gladders, Procurement & Contracting Manager James Thompson, City Clerk, Post Office Box 2743 0 Palm Springs, California 92263-2743 EXHIBIT"D" SCHEDULE OF PERFORMANCE I TERM: The term of this agreement shall be for three(3)years with two one year renewal options at the City Manager's discretion and mutual consent of the Contractor. At the end of any contract term,the City reserves the right to extend this contract for a period of up to sixty(60)days for the purpose of getting anew contract in place. For any year beyond the initial contract year, this contract is contingent upon the appropriation of sufficient funds. 1 MAINTENANCE HOURS The Contractor shall provide basic maintenance service during the hours of 8:00am to i 5:00pm local time, Monday through Friday, excluding holidays.Basic maintenance-service shall include all service outlined in this Scope of Work", Including necessary telephone support. Outside of the basic maintenance hours,the Contractor shall provide telephone support as well as on-site maintenance response. This includes all hours other than 8:00am 5:00pm, local time Monday through Friday, including holidays. Maintenance outside of the basic maintenance hours shall be compensated on an hourly basis as listed in the Schedule of Compensation. Contractor shall respond to all requests for service within the times required below twenty four(24)hours per day, seven(7) days per week, three hundred sixty five days(365)per i year: A. RESPONSE TIMES = 1. Response time during basic service hours(Monday though Friday, 8:00am to 4:00pm) Technician to arrive on site...........................................................within 4 hours ! 2. Response time outside of basic hours: Technician to arrive site........................................................ .within 4 hours j B. PASSENGER LOADING BRIDGE PREVENTIVE MAINTENANCE SCHEDULE 1- Passenger Loading Bridge quarterly inspections shall be scheduled as follows: 1s`Quarterly Inspection will be performed during the week of January 15, 2006 2"d Quarterly Inspection will be performed during the week of April 16, 2006 24 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES 1 3"d Quarterly Inspection will be performed during the week of July 16, 2006 4" Quarterly Inspection will be performed during the week of October 15, 2006 Subsequent years of the contract will be on approximately the same schedule and clearly defined by the Contract Officer in advance. S I ' i I i i I i I I I I I l i 2s PASSENGER LOADING BRIDGE MAINTENANCE SERVICES AIRPORT SERVICES 1805 West 255D South Ogden, UT 84401 Phone 801 629-3119 � nn Fax 801 629-3487 July 9, 2008 Mr. Craig Toms City of Palm Springs 3400 E. Tahquitz Canyon Way Palm Springs,CA 92263-2743 DR Dcar Mr.Toms; RE: Agreement for Contract Services, dated March 6, 2006, between FMC Technologies Inc. and the City of Palm Springs ("the Agreement") The Board of Directors of FMC Technologies, Inc. ("FMC Technologies")has announced its intention to spin-off John Bean Technologies Corporation ("JBT Corporation"), a wholly owned subsidiary of FMC Technologies. Following the spin-off, FMC Technologies' business will consist entirely of the Energy Systems business, while the newly formed JBT Corporation will comprise the former FoodTech and Airport Systems business segments of FMC Technologies. This separation will allow FMC Technologies to concentrate on its rapidly growing energy businesses, while FoodTech and Airport Systems will have the appropriate resources and management focus to more effectively serve their distinct customer base. The Energy Systems business will remain in the currently existing legal entity known as FMC Technologies Inc., while the FoodTech and Airport Systems business, which includes the Airport Services, will be operated by JBT Corporation. When JBT Corporation begins operations (expected around 30 June 2008), it will be a wholly-owned subsidiary FMC Technologies. After the spin-off occurs,JBT Corporation will be fully independent from FMC Technologies. For background purposes, we include excerpts from the Form 10 that JBT Corporation filed with the United States Securities and Exchange Cotnnission describing the transaction. This Form 10 has a complete set of financial statements for JBT Corporation. It is therefore proposed that, with an effective date of 30 Junc 2008, the FoodTech and Airport Systems businesses will move to JBT Corporation. In order to effect this change, we propose to transfer the above Agreement with you to JBT Corporation effective 30.lunc 2008,and from that date the Agreement will be performed by JBT Corporation. Please note that we value your business and we are not proposing to make any change to the quality or performance of the services and work currently carried out under the Agreement. The services provided under the Agreement will continue to be performed as previously and you will continue to receive our prompt attention at all times. In particular, the proposed transfer of the Agreement should not have any impact on the day-to-day performance of the services, as the personnel who are currently providing the services will be transferred over to JBT Corporation. ®�'1�til uP iP'a M_ 1�1irn Under the assignment clause of the Agreement, your consent is required for any assignment of the services currently provided by ccs under the Agreement. Accordingly, we write to request your consent and approval to the assignment of the Agreement to John Bean Technologies Corporation. Aeide from the assignment of this Agreement to JBT Corporation, all terms and conditions of The Agreement remain unchanged, and JET Corporation assumes all rights, obligations and duties of FMC under the Agreement. Kindly confirm your consent, approval and confirmation of the above by signing the enclosed copy of this letter in the place indicated below and returning it to us by fax on (801) 629-3487. Please also send the original by mail to us at the following address for our records: FMC Technologies—Airport Services ATTN: Debbie Larsen 1805 West 2550 South Ogden, LJT 84401 Pending our receipt of your signed copy of this letter, we shall continue to perform the contract in the same way and on the same terms as previously. Following receipt of your signed copy of the letter, the services to be provided under the Agreement shall be performed by John Bean Technologies Corporation in place of FMC Technologies,Inc. If you have any questions or concerns about the proposed changes outlined above, please contact Mr. Brent Ahlstrom,VP Operations,by telephone at(801)510-1787, by fax to (801) 629-3487, or by email at brent.ahlstro m zfmct i.com- Thank you for your assistance. Ctrs faithfully, r � � Barbara For and on behalf of FMC Technologies Inc. Acknowledgment and Consent: We hereby acknowledge receipt of this letter and confirm our approval and consent to the transfer of the above Agreement- APPROVED APPROVED By CITY COUNCIL For and on be of �� City ofpalm Springs ATTEST: �l Jr/ �l 5 J ity Clerk �' '' T a - !i ttUGt1Q�'r W3374483 vl Page 2 ot'2 FMC Technologies Passenger Loading Bridge Maint. Agreement A5239 MO 7823, 03-01-06 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR PASSENGER LOADING BRIDGE MAINTENANCE SERVICES AT PALM SPRINGS INTERNATIONAL AIRPORT i THIS CONTPACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this W day of Ct12,Yd� 2006, by and between the CITY OF PALM SPRINGS,a municipal corporation, (herein "City")and FMC Technologies-Airport Services (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Contractor shall provide those services specified in the"Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services"or"work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards"shall mean those standards of practice recognized by one or more first-class firms performing similar work under-similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. 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. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are'necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes penalties or interest levied, assessed or imposed against City hereunder. t PASSENGER LOADING BRIDGE MAINTENANCE SERVICES - "' 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b)has carefully considered how the services should be performed, and(c)fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that i Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. t6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry outthe purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1:8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work ' beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or(ii)the time to perform this Agreement,which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements"attached hereto as Exhibit"B"and incorporated herein bythis reference. In the event of a conflict between the provisions of Exhibit"B"and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the"Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of one hundred twenty eight thousand four hundred eighty four Dollars and nine Cents, ($128,484.09)(herein "Contract Sum"),except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii)payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1 st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuantto this Agreement shall be 3 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES I i extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to,acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,strikes,freight embargoes,wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services forthe period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")_ 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Colin MacDonald It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a 4 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in conceit of more than twenty five percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding,this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons orentities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor,the Contractor shall submit evidence to the Citythat such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the 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 herein,except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor 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. Contractor shall not at anytime or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor. 5.4 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: s PASSENGER LOADING BRIDGE MAINTENANCE SERVICES II (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsementform CG2010(11&5) or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d)Additional Insurance. Additional limits and coverages,which may include professional liability insurance, will be specified in Exhibit "B". All of the above policies of insurance shall be primary insurance.(Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractorand such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, 6 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES i penalties, obligations,errors, omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person,firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence orwillful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractorwill defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractorfor such damages or other claims arising out of or in connection with the negligent performance of orfailure to perform the work,operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. ' 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk,which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond 7 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services,the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim forfurther employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4, Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services s PASSENGER LOADING BRIDGE MAINTENANCE SERVICES under this Agreement shall not be released publicly without the priorwritten approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 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 matterarising 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. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten(10)days of service of such notice and completes the cure of such default within forty-five(45)days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (H) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation underthis Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A parly's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. s PASSENGER LOADING BRIDGE MAINTENANCE SERVICES i l i 7.5 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 and 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. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or inequity,to cure, corrector remedy any default,to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($ ) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit V). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at anytime, with or without cause, upon thirty(30)days'written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60)days'written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take overthe work and prosecute the same ro PASSENGER LOADING BRIDGE MAINTENANCE SERVICES i i i i i to completion by contractor otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys'Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted,whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City orfor any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of interest. No officer or employee of the City shall have any financial interest,direct or indirect, in this Agreement norshall any such officeror employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is,directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under orthrough them,that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request,document,consent, approval,or communication 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 prepaid,first-class mail, in PASSENGER LOADING BRIDGE MAINTENANCE SERVICES I i the case of the City,to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. 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 a 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 are hereby declared as severable and shall be Interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGES) 12 PASSENGER LOADING 6RIDGE MAINTENANCE SERVICES I IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS -_ ATTEST: a municipal corporation eya�� it�ierk City Manager APPROVED BY CITY COUNCIL a � APPROVEDA O FOR YID City Attu ey lil i I 13 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES I CONTRACTOR: FMC Technologies Airport Services Check one: Individual Partnership X Corporation 1805 West,2550 South _ Ogden, UT 84401 Corporations require two notarized signatures,one from A and one from B: A.Chairman of Board,President,or any Vice President:and B. Secretary,Assistant Secretary,Treasurer, Assistant Treasurer,or Chief Financial Officer). Signature notarized ��-- g (notarized) Signafu notarized) � f Name: Ban bang H, He umann Name: 3amez L. MoAy.Ln Title: Genenat Manacia Title: A3a.i scant GencAaX Counaet Address:_1k05 ilPAt 2550 4alfth Address: 200 F. Randotph Dhyi.ve Ogden, UT 84401 Chicago, IL 60601 State of p4.s`0! 615 1 State of 1 County of �'C�(9 iC }ss County of la$ i �pp On before me, On 1l before me, a� rt I personally appeared personally appeared --� wti�E�S �._ , �(�\CL J`y a i,b personally known to me(or proved to me on the basis of personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s) whose satisfactory evidence) to be the person(s) whose name(s)is/are subscribed to the within instrument and name(s)Ware subscribed to the within instrument and acknowledged to me that he/sheltheyexecuted the same acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by in his/her/their authorized capacity(ies), and that by his/her/theirsignature(s)on the instrument the person(s), his/her/theirsignature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, or the entity upon behalf of which the person(s)acted, executed the instrument. executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. NotaryNotary Nota (� Signature: Signature:l (,I C,c.�_�-u Notary Seal: Notary Seal: ENOTARY ICIAL SEAL RICIA ORTA IC-STATE OF MJ.M11S ION E)MS:BMI3UOT PASSENGER LOADING BRIDGE MAINTENANCE SERVICES 14 W4) IIN i Ao y VP EXHIBIT "A" SCOPE OF SERVICES i I. (DESCRIPTION OF FACILITIES ' Ail work shall take place at Palm Springs International Airport, 3400 Tahquitz Canyon i Way, Palm Springs, CA, 92262. The Passenger Loading Bridges consist of eight (8) apron drive, 3 tunnel boarding bridges,each with Preconditioned Air,400 hertz ground I power units and potable water supply. The eight(8) Passenger Loading Bridges are identified as follows: (Note that Gate#5 has been modified with an FMC manufactured "C-E"floor to service regional jets) GATE 1 OGAT(CiN MANUFACTI�REtt ;; MOFL Nt1 1ONI=1Gt1RATION 1 PC A1R CAPACITY ;. GATE 4 FMC JETWAYO AD3-60/119-125R 3 TUNNEL/45 TON GATE 5 FMC JETWAYO AD3-60/119-125R 3 TUNNEL 145 TON GATE 6 FMC JETWAYO AD3-60/119-125R 3 TUNNEL/45 TON GATE 7 FMC JETWAYO AD3-60/119-125R 3 TUNNEL/ 75 TON GATE 8 FMC JETWAYO AD3-60/119-125R 3 TUNNEL/45 TON GATE 9 FMC JETWAYO AD3-60/119-125R 3 TUNNEL/45 TON GATE 10 FMC JETWAYO AD3.60/119-125R 3 TUNNEL 175 TON GATE 11 FMC JETWAYO AD3-60/119-125R 3 TUNNEL/45 TON II. SCOPE OF WORK / MAINTENANCE SPECIFICATIONS A. SCOPE OF WORK 1. Contractor shall provide all supervision, labor, materials, phone support, equipment,tools, expendable items and replacement parts as required under the terms of this contract, necessary forthe preventive maintenance and on- 15 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES call repair of eight (8) FMC Jetway Passenger Loading Bridges and related equipment at the Palm Springs International Airport. I 2. Scope of Work shall include: a. All necessary maintenance, on-call servicing and support required for the factory specified Preventive Maintenance of: (1) Eight (8) Passenger Loading Bridges and related equipment, according to manufacturer's requirements and as detailed in FMC Jetway Systems Operation and Maintenance Manual. (2) Six(6)45 ton and two (2.)75 ton Jet-Aire Preconditioned Air units. (3) Eight (8) Jet-Power 400HZ Ground Power units. (4) Eight (8) Jet-Flow Potable Water Systems *See appropriate FMC maintenance SOP checklists. b. All necessary support services, supplemental to Palm Springs International Airport Technical staff services. This shall include emergency repairs on a call-out basis as may be required to maintain proper functioning, operation and reliability of the Passenger Loading Bridges. c. All related mechanical, electrical and electronic systems associated with the equipment defined, including cables, motors, fans, alarms, belts, indicator lights, computers and accessories, etc. d. All related instrumentation, controls, electrical, and electronic services through the motor controls including the secondary breakers serving the motor controls, and up to but excluding main disconnects in primary switchboards serving motor controls, starters, etc. e. Repairs of major equipment, or replacement due to normal or catastrophic causes. f. Repair and replacement of components which may have become worn or damaged due to the general operating environment of aircraft support, including but not limited to: 400HZ nose pieces and cable, retriever cable, PCAir hose and connections, potable water hose and nozzles, thermocouple and cable etc. g. Painting of the loading bridges is not included in the scope of service under this contract. Painting of the loading bridges will be performed by Airport staff. 16 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES j B. CONTRACTOR'S RESPONSIBILITY I � I 1. General Maintenance: Contractor will be responsible for ensuring all work I performed on the Passenger Loading Bridges is conducted in a first class j manner, in accordance with manufacturers' recommendations and these i specifications, and that upon completion of maintenance activity,the Loading Bridges perform to the specifications for which they were designed. I 2, Preventive Maintenance: Contractor shall -develop a routine computer generated Preventive Maintenance (PM) schedule, in accordance with the manufacturer's recommendations, and submit it to the Airport Maintenance Superintendent for approval. The services shall be performed diligently and without unnecessary delays during periods scheduled for service. The PM program approved by the Superintendent shall commence upon written notice to proceed and continue according to the submitted schedule. All maintenance will be in strict compliance with the original equipment manufacturer's specifications and recommendations.The PM Program shall assure high system reliability and indicate necessary actions to be taken to continue reliable operation. 3. Remedial Maintenance: Contractor shall respond within the response times required in the Schedule of Performance of this contract. Contractor personnel shall work continuously until the critical malfunctions are corrected. 4. Where it is evident that safety, reliability or efficiency can be improved through capital investment in equipment,Contractor shall call such matters to the attention of the Airport Maintenance Superintendent. 5. Contractor shall provide the required personnel and equipment for regular preventive maintenance and on-call emergency corrective repairs on a 24- hour basis, 7 days per week, as per the Schedule of Performance in this contract. Full-time, on-site presence is not a requirement of this contract. 6. Contractor shall provide all tools, office equipment, communications equipment and vehicles to perform the duties under the Scope of Work. 7. City shall provide Contractor a storage area for the purpose of storing spare parts & equipment. This area will be viewed as City space, and as such will not be used for any purpose other than the execution of this contract. 8. Contractor shall be issued repair work orders generated via the Airport's computerized maintenance management system. Work orders issued by Airport Control Center / Operations will be filled out by Contractor and returned to Operations staff upon job completion. 17 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES i 9. Contractor shall submit a preventive maintenance report at the end of each scheduled PM, detailing the repairs, adjustments, parts used, and inspections performed. C. SPARE AND REPLACEMENT PARTS 1. Contractor shall demonstrate the availability of adequate parts and service facilities in the Southern California area to properly service all aspects of the system. The City will not invest in an inventory of critical spare parts for the contractor's use. Parts will be available through the contractor on an as- needed basis for the equipment to be maintained under this contract. 2. All replacement parts are to be new and of the same manufacture as equipment being worked upon, and shall have a warranty of one year.Where this is not possible, Contractor may provide rebuilt parts of the original manufacturer, or use new parts of another manufacturer that meet OEM specifications. In either case, parts shall be equal or better in quality and operation and free from defects. Contractor shall obtain Airport Maintenance Superintendent approval prior to purchasing or installing parts that are not new and/or of the same manufacture as original. 3. All control and instrumentation devices that are replaced shall be new and of original manufacture, or of equal or better quality and operating characteristics than the original. Contractor shall not mix control and instrumentation devices from different manufacturers within a specific control system without the prior approval of the Airport Maintenance Superintendent. D. EMPLOYEES 1. Contractor shall staff its operations in classifications and numbers needed to meet the requirements of the contract.These levels are based on a minimum number of employees as follows: a. Two (2) Journeymen level Technicians per scheduled PM, capable of repairing all systems covered in the Scope of Work. This includes electrical, mechanical, and troubleshooting repairs to the PBB and related systems. b. Sufficient qualified staff, as may be required, to perform all trouble call work in a complete and expeditious manner. c. One(1)management level employee to act as a point of contact forthe Airport and be responsible for all parts of the execution of the contract. rs PASSENGER LOADING BRIDGE MAINTENANCE SERVICES 2. All employees, representatives, and officials shall be expected to maintain excellent relations with the public, Airport officials and employees. Any display of offensive, discourteous or rude behavior by any representative of the Contractor may be cause for contract termination. 3. Use of alcoholic beverages by Contractor representatives is prohibited, and representatives are prohibited from being on the premises under the influence of alcohol or other substances. 4. Contractor's personnel shall possess factory certifications on the various equipment to be serviced under this agreement. E. SCHEDULE OF WORK 1. All scheduled work shall be performed according to the Schedule of Performance in this contract. Any work to be performed contrary to this schedule shall be approved by the Contract Officer prior to such occurrence. The schedule shall be kept throughout the duration of the contract, and shall be modified and resubmitted to the Contract Officer as required. F. SECURED ACCESS TO WORK AREAS 1. The areas in which work is to be performed are considered secure areas in accordance with Federal Aviation Administration security guidelines. The contractor must comply with all of the following security related procedures/conditions. a. Employment History: Prior to commencement of the Services of the Contract, the successful contractor will be required to submit a letter authorizing an individual(s) to approve the issuance of Security Information Display Area (SIDA) badges. All contractor personnel designated to receive SIDA badges are required to complete a fingerprint based Criminal History Records Check (CHRC) prior to authorization for SIDA area training. b. Employee Security Badges: All contractor personnel who access the Airport SIDA area must obtain, and conspicuously display on their person at all times, an Airport issued security identification badge. The appropriate badge may be obtained at the Airport Operations Control Center located in the terminal building. A $25.00 fee is required for each fingerprint CHRC check, and a $35.00 processing fee for each badge. All SIDA badges remain the property of the Airport and shall be surrendered to Airport Operations upon completion of contract. To obtain a SIDA badge, each contractor employee must have satisfactorily undergone the fingerprint CHRC and successfully 19 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES completed required 2 hour training on airport security. Attendance of the class and issuance of the security identification. badge may take longer than two (2) hours per person. Airport SIDA forms are available on the internet at: I hftp.lfwww.paimspringsairport.com/ops—security.htmi c. Site Access: Access to SIDA shall be through Perimeter Gate 15, unless otherwise arranged with Airport Operations.Access to any SIDA area will be permitted only for SIDA badge personnel or for personnel under escort by a SIDA badge contractor employee. No deviations from iany security measure will be permitted. d. Vehicles and Equipment: All licensed vehicles operated on the Airport property are required to have conspicuously displayed in the windshield a vehicle permit issued by Airport personnel. This vehicle permit shall hold the Contractor responsible for both the vehicle and all personnel within the vehicle while on Airport property. e. Identification: Each employee obtaining SIDA access shall at all times display on their person the SIDA badge while in the secure area. Additionally, all personnel shall wear Contractor supplied uniforms at all times during the performance of this work. Contractor's supervisory staff may wear identification badges in lieu of uniforms. G. COMMUNICATIONS 1. Contractor shall utilize a radio communications system supplied by the Palm Springs Airport during all work performed. H. STANDARD OPERATING PROCEDURES (SOP) / REFERENCES 1.The following are the references for the maintenance SOP manuals/checklists that shall be followed for the equipment to be serviced under the contract: a. FMC Jetway Systems Apron Drive 2 &3 Tunnel, Solid State FRC-HD-AC Drive, Quarterly preventive maintenance checklist, Section 5, 2-5; b. FMC Jetway Systems Jetaire PC Air-Model XPC 4500 &7500,Quarterly preventive maintenance checklist, Section 5, 2-5; c. FMC Jetway Systems Apron Drive 2 &3 Tunnel, Solid State FRC-HD-AC Drive, Semi-annual preventive maintenance checklist, Section 6, 2-6; d. FMC Jetway Systems Apron Drive 2 &3 Tunnel, Solid State FRC-HD-AC Drive, Annual preventive maintenance checklist, Section 6, 2-7. 20 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES I i i i i The above referenced manuals are available on site for reference but shall remain airport property, Contractor should, if necessary, have access to these manuals j independently. 21 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES EXHIBIT "B" SPECIAL REQUIREMENTS • The requirements of Section 5.3 for a Performance Bond are hereby waived. The requirements of Section 7.7 for Liquidated Damages are hereby waived. • Per applicable provisions of the Palm Springs City Charter and Municipal Code, prevailing wage rates are not applicable to this agreement. • Section 5.1, Insurance: The following is hereby added as the last paragraph of this section; "Any waiver of subrogation under the Insurance provisions of this Agreement shall be limited to the extent of Seller's indemnifications provided in this agreement. Similarly, any requirement to name Buyer as an Additional Insured shall be limited to the extent of Seller's indemnifications provided in this provision." I zz PASSENGER LOADING BRIDGE MAINTENANCE SERVICES EXHIBIT "C" SCHEDULE OF COMPENSATION I The initial three year term of the contract shall not exceed $107,484.09 for Preventive Maintenance and $21,000 allowance for non-routine repairs, for a total contract amount not to exceed $128,484.09. 'i COMPENSATION RATES: 1. The Preventive Maintenance portion of this agreement will be an Annual i Fixed Price Agreement for the entire term of the contract. Compensation i ! for the PM portion shall be calculated and paid to the Contractor in four(4) equal quarterly payments. Cost must include any and all Federal, State, and Local taxes. i Annual PM Rate : $_35,828.03_/year i 2. Telephone support hourly rate is separate from the PM portion of the work. In addition, the on-site trouble call (for non-routine maintenance services) portion will be an hourly rate (both regular and non-regular hours) , portal to portal, not including parts. Non-routine repairs shall be invoiced to the City on a time and materials basis on an itemized invoice including labor and parts. Telephone Support...............................................$_N/C /hour On-call non routine maintenance, portal to portal: Monday—Friday 0800- 1600 hours:...................... $_53.09 (hour Saturday—Sunday,and all other hours outside of above$92.89 !hour 3. What discount off OEM pricelist do you offer for parts purchased in the non-routine repair of the loading bridges? —15_% DISCOUNT- Non-routine maintenance and repairs are difficult to predict by their very nature. The contract provides for an allowance of estimated non-routine repair costs based on historical data. The City may, or may not, use this allowance during the term of the contract. 23 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES EXHIBIT "D" SCHEDULE OF PERFORMANCE TERM: The term of this agreement shall be for three(3)years with two one year renewal options at the City Manager's discretion and mutual consent of the Contractor. At the end of any contract term,the City reserves the right to extend this contract for a period of up to sixty(60)days for the purpose of getting anew contract in place. For any year beyond the initial contract year, this contract is contingent upon the appropriation of sufficient funds. MAINTENANCE HOURS The Contractor shall provide basic maintenance service during the hours of 8:00am to 5:00pm local time, Monday through Friday, excluding holidays. Basic maintenance service shall include all service outlined in this "Scope of Work", including necessary telephone support. Outside of the basic maintenance hours, the Contractor shall provide telephone support as well as on-site maintenance response. This includes all hours other than 8:00am - 5:00pm, local time Monday through Friday, including holidays. Maintenance outside of the basic maintenance hours shall be compensated on an hourly basis as listed i in the Schedule of Compensation. Contractor shall respond to all requests for service within the times required below twenty four(24) hours per day, seven (7) days per week, three hundred sixty five days (365) per year: I ! A. RESPONSE TIMES 1. Response time during basic service hours (Monday though Friday, 8:00am to 4:00pm) Technician to arrive on site...........................................................within 4 hours 2. Response time outside of basic hours: Technician to arrive on site........................................................ .within 4 hours I B. PASSENGER LOADING BRIDGE PREVENTIVE MAINTENANCE SCHEDULE 1. Passenger Loading Bridge quarterly inspections shall be scheduled as follows: 1s` Quarterly Inspection will be performed during the week of January 15, 2006 2Id Quarterly Inspection will be performed during the week of April 16, 2006 24 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES i 3`d Quarterly Inspection will be performed during the week of July 16, 2006 4th Quarterly Inspection will be performed during the week of October 15, 2006 Subsequent years of the contract will be on approximately the same schedule and clearly defined by the Contract Officer in advance. I I I i i I ' I i i i i I i i i I I i i i 1 I 25 PASSENGER LOADING BRIDGE MAINTENANCE SERVICES No. 3846 P. 2 DELEGATION OF SIGNATURE ATITRORITX I I By resolution of the Board of Directors of FMC Technologies, Inc. (the Corporation") on June 14, 2001,I was vested with authority, in my capacity as Senior Vice President,to execute all written instruments whatsoever pertaining to matters that are in the ordinary course of business of the Division and to delegate my authority to do so to persons employed in my Division. I� Pursuant to this authority, I hereby authorize Barbara Herrmann, General Manager of Airport Services, an operation of the Corporation's FMC.Airport Systems Division,to execute and deliver all written instruments whatsoever pertaining to matters which are in the ordinary course of business of Airport Services. This delegation shall become effective on June 1,2004 until revolted in writing. Dated: June 1,2004 i FMC TECHNOLOGIES, INC. I /j D,, �. /J- Imo'^ By: Charles H. Cannon, Jr. Title: Senior Vice President I I E i „ LVVU I L „y, No. 3846 P. 3 FMC TECHNOLOGIES, INC. j CERTIFICATE OF ASSISTANT SECRETARY I j I, James L. Marvin, Assistant Secretary of FMC Technologies, Inc., a Delaware corporation (the "Corporation"), do hereby certify that: i The Board of Directors of the Corporation adopted the resolutions attached hereto as Exhibit A on June 14, 2001 and such resolutions remain in full force and effect. j IN WITNESS WHEREOF, 1 have hereunto set my hand and the seal of the Corporation. Dated: May 27, 2004 Jarne.s L\I++larvin Assistan cretary I I I j State of Illinois ) County of Cook ) 1 On May 27, 2004, before me, a Notary public in and for said State and County, personally appeared James L. Marvin, who being by me duly sworn, did depose and say that he is the Assistant Secretary • of FMC Technologies, Inc., a corporation described in, and which executed the above instruments, that the seal affixed to the above instrument is the corporate seal of FMC Technologies, Inc.; and that the above Instrument was signed by him on behalf of FMC Technologies, Inc. as Assistant Secretary thereof and its seal affixed thereto by authority of its By-Laws and its Board of Directors. i � Q Nota6 Public =,Ybl AL"OWLE of Iltineiss 04/02ml GALEGAL\ECW0RM91Ccrt F11 Board Ra Signature Authority 061d07,doc L ,V, ,, No. 3846 P. 4 I EXHIBIT A I RESOLVED, that the Board of Directors of FMC Technologies, Inc. Adoptfai of Signature (the"Corporation") hereby grants the following signature authority: A dhorily 1. Officers. The.Chairman of the Board, the Chief Fxecutive officer, the President, any Vice President,the Secretary, the Treasurer and the.Controller of the Corporation are each authorized, in that capwRy, to execute, and to delegate to any person authority to execute,all written instruments whatsoever including, without limitation,deeds, leases, agreements„bids, contracts, bonds, power of attorney and proxies that are in the ordinary course of the Corporation's business. I 2. Divisio Man gers. Each person employed by the Corporation as a Division.Manager is authorized, in that capacity,to execute, and to delegate to persons employed in his Division authority to execute, ail written = instruments whatsoever pertaining,to matters that are in the ordinary course of the business of the Division; provide d that any delegation of signature authority pursuant to this resolution shall be: (i)effective only if in writing and when filed with the Secretary of the Corporation; (11) limited as set forth in said delegation; and (ill)effective on the date appearing thereon for the period specified therein or if no period is specified until revoked in writing; provided further that any person may rely on a certificate signed by the Secretary or any Assistant Secretary of the Corporation to the effect that a particular person has specified signature authority pursuant to this resolution. i Page I of 2 Kathie Hart From: Troy Butzlaff Sent: March 03, 2006 12:55 PM To: Kathie Hart Subject: RE: FMC Technologies -A5239 Kathie: i 1 have reviewed the insurance certificate and find the coverages to be acceptable. Thanks, Troy .yYAM a1 Troy L. Butzlaff M l Assistant City Manager �Q,/GyNY City of Palm Springs 3200 E. Tahquitz Canyon Way Tel: (760) 322-8336 P.O, Box 2743 Fax: (760) 323-8207 Palm Springs, CA 92263-2743 TDD: (760) 864-9527 www.ci.palm�springs.ca.usTm B@aci.palm-sRrin s.ca.us From: Kathie Hart Sent: Friday, March 03, 2006 12:26 PM To: Troy Butzlaff Cc: Jay Thompson Subject: FMC Technologies - A5239 Troy In processing the above referenced agreement it has come to my attention there is no amount specified under General Liability, Products — Comp. Normally $1 million is requested. It should be noted they do have Aviation Products Liability and Aviation Premises Liability in the amount of$5 million. I have attached copies of the insurance certificates for your review and determination. Please advise. Thx! �Avut r Kathie Effort, CMC Chief Deputy City Clerk City of Palm Springs 03/03/06 Page 2 of 2 3200 Tahquitz Canyon Way Palm Springs, CA 92262 KathieH@ci.palm-sprmas.ca.us Office (766) 323-8206 Fax (760) 322-8332 From: City Clerk [mailto:iR4570-cm@ci.palm-springs.ca.us] Sent: March 03, 2006 12:22 PM To: Kathie Hart Subject: Attached Image 03/03/06 ' MARSH CERTIFICATE OF;I,NSU�NCE CERTIFICA 600NUMBER PRODUCER T? THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS E C E I NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE MARSH INC. P.4 L k'I S P R I `bAEICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE RITA CHATMAN C oo AFFORDED BY THE POLICIES DESCRIBED HEREIN. 500 WEST MONROE STREET 200S OCT —J Ai'l U COMPANIES AFFORDING COVERAGE CHICAGO,IL 60661 COMPANY �b/ olaaoz-Terh—zooz .l.�I)i I�5 i' f 101'''i�'S::' u A NAT'L UNION FIRE INS.COMPANY OF PITTSBURGH,PA INSURED - r1 f1 COMPANY FMC TECHNOLOGIES INC. B AMERICAN HOME ASSURANCE CO(AIG) 200 EAST RANDOLPH DRIVE COMPANY CHICAGO,IL 60601 C INSURANCE CO.OF THE STATE OF PENNSYLVANIA �/ COMPANY "L34 D ILLINOIS NATIONAL INSURANCE COMPANY COVERAGES This certificate supersedes an'd,replaces any previously issued certificafe for the policy period noted below... _ 2 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION,OF ANY CONTRACT OR.OTHER,DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER PDATE(MMID M) P LTR DATE(MMIDDAGO LIMITS TR A GENERAL LIABILITY GL574-9706 10/01/05 10/01/06 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY L " PRODUCTS—COMP/OP AGG $ INCL. CLAIMS MADE � OCCUR ( PERSONAL&ADV INJURY $ 2,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one fire) $ 1,000,000 MED EXP(Any one person) $ 50,000 B AUTOMOBILE LIABILITY CA301-7792(VA) 10/01/05 10/01/06 COMBINED SINGLE LIMIT $ 2,000,000 A X ANY AUTO CA301-7793(TX) 10/01/05 10/01/06 B ALL OWNED AUTOS CA301-7794(MA) 10/01/05 10/01/06 A CA301-7795(AOS) 10/01/05 10/01/06 BODILY INJURY $ SCHEDULED AUTOS (Per Person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Peraccldent) $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY—EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: ;$ EACH ACCIDENT AGGREGATE $ EXCESS LIABILITY GL574-9'707 EACH OCCURRENCE $ 750,000 D UMBRELLA FORM EXCESS PRODUCTS 10/01/05 10/01/06 AGGREGATE $ 750,000 (ABILITY X OTHER THAN UMBRELLA FORM EXCESS OF UNDERLYING D WORKERS COMPENSATION& WC661-0488 FL 10/01/05 10/01/06 X WCSTATU- OTH. EMPLOYERS'LIABILITY ( ) TORYUMITs B X INCL WC661-0490(MA) 10/01/05 10/01/06 EL DISEASE—POLICY LIMIT $ 2000 ER C WC661-0490(ADS) 1U/01/U5 10/01/06 EL EACH ACCIDENT $ 000 B THE PROPRIETOR/ (CA) 10/01/05 10/01/06 2,000,000 B PAR FNERS/EXECUTIVE WC661-0492(OR) 10/01/05 10/01/06 A OFFICERS ARE EXCL WC661-0493(WI) 10/01/05 10/01/06 EL DISEASE-EACH EMPLOYEE $ 2,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS ,CERTIFICATE HOLDER, ' `' "CANCELLATION, , SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, City of Palm Springs THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL .10 DAYS WRITTEN NOTICE TO THE Attn: Patricia A.Sanders CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Office of The City Clerk LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE,ITS AGENTS OR REPRESENTATIVES,OR THE :3200 Tahquifz Canyon Way ISSUER OF THIS CERTIFICATE. Palm Springs,CA 92262 MARSH USA,INC. BY: Christy N.Miller I,xMM1(3/02) „� VgLID AS OF'_JOl1/05,- ADQITION/AL INFORIII ►�T10tV DAT92905nY, PRODUCER COMPANIES AFFORDING COVERAGE MARSH INC. RITA CHATMAN COMPANY 500 WEST MONROE STREET E CHICAGO.IL 60661 COMPANY 014402-Tech-2002 F INSURED COMPANY FMC TECHNOLOGIES INC. O 200 EAST RANDOLPH DRIVE CHICAGO,IL 60601 COMPANY H TEXT . " 1. :_ -"aw i+ t°n ``a,:,. ....'� . e„ t GENERAL LIABILITY COVERAGE INCLUDES: ADDITIONAL INSUREDS AS REQUIRED UNDER CONTRACT,ADDITIONAL INSURED-LESSOR, IN REM,CONTRACTUAL LIABILITY,WAIVER OF SUBROGATION. WORKERS COMPENSATION INCLUDES: OTHER STATES COVERAGE,USL&H,MARITIME LIABILITY(JONES ACT),VOLUNTARY COMPENSATION, GULF OF MEXICO TERRITORIAL EXTENSION,IN REM,WAIVER OF SUBROGATION. AUTO LIABILITY INCLUDES: COVERAGE FOR ALL OWNED,NON-OWNED AND HIRED AUTOS,ADDITIONAL INSUREDS AS REQUIRED UNDER CONTRACT,WAIVER OF SUBROGATION,MCS 90. CERTIFICA'J71 E City of Palm Springs Attn: Patricia A.Sanders Office of The City Clerk 3200 Tahquitz Canyon Way Palm Springs,CA 92262 .. ,.., PAGE i CERTIFICATE OF LIABILITY INSURANCE Debbie Larsen,Airport Systems DATE 801 629 3487 9130105 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY THOMAS E.SEARS,INC. AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE 31 ST.JAMES AVENUE,SUITE,1050 AFFORDED BY THE POLICIES BELOW. BOSTON,NIA 02116-4101 CERTIFICATE ISSUED BY T.E.S. COMPANIES AFFORDING COVERAGE FOR QUESTIONS CALL 617 426-8300 X245 INSURED COMPANY Lloyd's&Various Companies ; FMC AIRPORT SERVICES,A DIVISION OF LETTER A' COMPANY FMC TECHNOLOGIES, INC."(FTI) LETTER e: 200 E.RANDOLPH DRIVE COMPANY CHICAGO, IL 60601 LETTERG j COMPANY *including Jetway Systems and Airport Services LETTER D. I COVERAGES i � 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. j CO POUCYEFFEGTIVE POLICY LTR TYPE OF INSURANCE POLICY NUMBER DATE(MMIDD") EXPIRATION LIMITS DATE(MMIODIYY) A AVIATION PREMISES LIABILITY AB0505901 ❑CLAIMS MADE Q OCCUR (Includes GL&AL on 10/1/05 11/1106 EACH OCCURRENCE $5,000,000 Airport premises) ANY ONE OCCURRENCE AND IN THE AGGREGATE $5,000,000 A AVIATION PRODUCTS LIABILITY AB0505901 10/1/05 11/1/06 INCLUDING WITHIN SUCH LIMIT ❑CLAIMS MADE Q OCCUR ANY ONE GROUNDING AND IN $5,000,000 THE AGGREGATE RESULTING iFROM AN OCCURRENCE 1 I EXCESS LIABILITY r i ❑UMBRELLAFORM EACH OCCURRENCE F i ❑OTHERTHAN UMBRELLA FORM '=TnLI.Y OTHER TMRS WORKERS COMPENSATION& EMPLOYERS'LIABILITY EACH ACCIDENT DISEASE-POLICY LIMIT DISEASE,EA EMPLOYEE OTHER NOTE:Aviation Premises Liability includes General and Automobile Liability on airport property- DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS: AS RESPECTS AVIATION PREMISES LIABILITY,CITY OF PALM SPRINGS,THE ENGINEER,THE CRY'S CONSULTANTS FOR THE PROJECT AND THEIR OFFICERS,AGENTS AND EMPLOYEES AS ADDITIONAL INSUREDS,BUT ONLY TO THE EXTENT THAT FTI HAS EXPRESSLY AGREED TO INDEMNIFY THEM IN CONNECTION WITH WORK UNDERTAKEN BY OR ON BEHALF OF THE NAMED INSURED TO THE EXTENT OF FTI'S INDEMNITY OBLIGATIONS UNDER THE CONTRACT. CERTIFICATE HOLDER CANCELLATION City of Palm Springs THIS CERTIFICATE OF INSURANCE NEITHER AMENDS, EXTENDS OR Attn: Patricia A.Sanders ALTERS THE COVERAGE AFFORDED BY THE ABOVE NUMBERED Office of The City Clerk POLICIES. THE INSURER WILL ENDEAVOR TO GIVE 30 DAYS 3200 Tahquitz Canyon Way WRITTEN NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER. Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE THOMAS E.SEARS,INC. 0a /�• e I BY: Walter M.Ingrao F-AI-Aviation-DOC C Thomas E. Sears Inc. Insurance • Reinsurance 9 31 St.James Avenue • Suite 1050 • Boston, MA 02116-4101 Phone 617-426-8300 • Fax 617-426-0061 • www.tesears.com September 26, 2005 RE: FMC Technologies, Inc. Certificate of Insurance To,Whom It May Concern: Enclosed please find a Certificate of Insurance evidencing limits in place for FMC Technologies, Inc., effective October 1, 2005 to October 1, 2006. We trust you will find this document in order. If you no longer require this certificate, please return it to us at the address above so we may update our database. Thank you! Very truly yours, Mary Hitchcock /mh Enclosure BROKER BROKER No UMR 823 AbN AON 80823A80505901000 Aon Limited ATTACHING TO POLICY NO. ENDORSEMENT REF. CURB,INSO GROSS PREMIUM � A80505901 IN ALL MARINEWAR AGREEMENT PARTIES TOTAL Each Undenvnter s Propamm is several not Iolni Slip Leader Only $tp Leader and All Underwnters LLOYD'S Agreement Parties 2 11 U. SD DEF ADJ VAT LIRMA ASSUREWACOOUNT OTHER FMC TECHNOLOGIES INC Go's BUREAU SCHEME NO: BROKERS COVER N0: INCEPTION 01 Oct 2005 EXPIRY: 01 Oct 2006 AGMT NO:6 .............. -------....--- ._ ----------- -------------- -------------- ---------.......... ._....... IS Chatham Signing Reference XIS Folkestone ILU Sinning Reference XIS Folkestone(LIRMA)Signing Reference It is hereby noted and agreed that with effect from inception the City of Palm Springs is added as an Additional Insured with respect to the contract between the City of Palm Springs and the Insured. INFORMATION. As per agent's email dated 23"February 2006. All other terms,conditions, limitations and exclusions remain unaltered. London dated 27t"February 2006. I Market Endorsement of Market Page 1 of 1 SM 27/02/06 01/E5 AL35102 Submission 01 Best's Rating Center- Search Results Page 1 Page 1 of 1 -RadlgWter +1' View Ratings Financial Strength Issuer Credit Securities Advanced Search Other Web Centers Select One Search Results Page 1 of 1 3 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with National Union To refine your search, please use our Advanced Search or view our Online Help for more information. 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A.M.Best Worldwide Headquarters,Ambest Road,Oldwlck,New Jersey,08858,U.S.A. http://www3.ambest.com/ratings/RatingsSearch.asp?AltSrc=9 1/19/2006 Best's Rating Center- Search Results Page 1 Page 1 of 2 Bestvil � � r - w. �o View Ratings Financial Strength Issuer Credit Securities Advanced Search Other Web Centers: Select One Search Results page 1 of 1 10 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with American Home To refine your search, please use our Advanced Search or view our Online Help for more information. Newsaarcn Amerman Hame View results starting with: ABC D E F G H I J K L M N O P Q R S T U V W X Company Information Financial Strength Ratings Issuer Credit Ratings y } Outlook/ Outlook/ # " AMB# '+ Company Name '"' Rating '9 Implication T Long-Term '+ Implication I Short-Term T Do 77351 American Home Assurance Company NR-5 Not Arg (Property/Casualty-Insurance Company) Applicable 02034 American Home Assurance Company A+* Negative as-* Negative us (Property/Casualty-Insurance Company) 77982 American Flame Assurance Company NR-5 Not Hot (Composite-Insurance Company) Applicable 86121 American Home Assurance Company CAB A+* Negative as-* Negative CA (Property/Casualty-Insurance Company) 77162 American Flame Assurance Company NR-5 Not Ne, Nf ZBl Applicable (Property/Casualty-Insurance Company) 89467 American Home Assurance Company UKB Lim (Property/Casualty-Insurance Company) 68161 American Home Life Insurance Compaq_ NR-1 Not us (Life/Health-Insurance Company) Applicable 06065 American Home Life_Insurance Company A. Negative us (Life/Health-Insurance Company) 11622 American Home Shield of Nevada Inc NR-5 Not us (Property/Casualty-Insurance Company) Applicable 11546 American Home Shield of Virginia,Inc I Not us (Property/Casualty-Insurance Company) Applicable Note:Financial Strength Ratings as of 0111912006 12:37 PM E.S.T. Financial Strength Ratings (FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated G1 note that Life/Health -A.M. Best Consolidated Groups and Company Consolidated Financial Statements are FSR ratings. * Denotes Under Review Best's Ratings Visit Best's Rating Center for a complete overview of our rating process and methodologies. http://www3.ambest.coin/ratinprs/RatingsSearch.asp?AltSrc=9 1/19/2006 Best's Rating Center- Search Results Page 1 Page 2 of 2 Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company' strength,operating performance and business profile These ratings are neither a warranty of a company's financial strength nor its ability to meet i obligations,including those to policyholders.View our entire notice for complete details. Customer Service IProduct Support Member Center I Contact in I Careers About A.M.Best I Site Map I Privacy Policy I Security I Terms of Use I Legal&Licensing Copyright©2006 A.M.Best Company,Inc.All rights reserved. A M Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858,U.S A i i i 1 http://www3.ambest.com/ratings/RatingsSearch.asp?AltSrc=9 1/19/2006 Best's Rating Center - Search Results Page 1 Page 1 of 1 Ail , a a. View Ratings Financial Stri n th Issuer Cret In Securities Advanced search Other Web Centers. Select One r �l Search Results page 1 of 1 1 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with Illinois National To refine your search, please use our Advanced Search or view our Online Help for more information. I i New Search Illinois National View results starting with: ABC D E F G H I J K L M N O P Q R S T U V W X r Company Information Financial Strength Ratings Issuer Credit Ratings y � � Outlook/ � � Outlook/ ` '+ AMB# " Company Name '"' Rating * Implication •' Long-Term T Implication " Short-Term ""' Dc 02301 Illinois Nabonal Insurance Comoanv, A+• Negative as--" Negative US (Property/Casualty-Insurance Company) Note: Financial Strength Ratings as of 01/19/2006 12:37 PM E.S.T. Financial Strength Ratings (FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated G/ note that Life/Health -A.M. Best Consolidated Groups and Company Consolidated Financial Statements are FSR ratings. * Denotes Under Review Best's Ratings Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company' strength,operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor its ability to meet i obligations,including those to policyholders.View our entire notice for complete details. Customer Service I Product SUOpOd Member Center I Contact Info I Careers About A.M.Best I Site Map I Privac_Policy i Security.I Terms of Use I Legal&Licensing Copyright©2006 A.M.Best Company,Inc.All rights reserved. A.M Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08868,U.S.A. http://www3.ambest.com/ratings/RatingsSearch.asp?AltSre=9 1/19/2006 Feb. 9, 2006 12 : 17PM No. 3846 F. 2 DELEGATION OF SIGNATURE AIITHORITX j By resolution of the Board of Directors of FMC Technologies, Inc. (the Corporation') on June 14, 200 1, 1 was vested with authority, in my capacity as Senior iVice President,to execute all written instruments whatsoever pertaining to matters that are in the ordinary course of business of the Division and to delegate my authority to do so to persons employed in my Division. i I Pursuant to this authority, I hereby authorize Barbara Herrmann, General Manager of Airport Services, an operation of the Corporation's FMC Airport Systems Division,to execute and deliver all written instruments whatsoever pertaining to matters which are in the ordinary course of business of Airport Services. This delegation shall become effective on June 1, 2004 until revoked in writing. Dated: June 1,2004 FMC TECHNOLOGIES,INC. By: O,D,t� Charles 14. Cannon, Jr. Title: Senior Vice President Feb. 9. 2006 12 : 17PM No, 3846 P. 3 FMC TECHNOLOGIES, INC. CERTIFICATE OF ASSISTANT SECRETARY I, James L. Marvin, Assistant Secretary of FMC Technologies, Inc., a Delaware corporation (the"Corporation"), do hereby certify that: The Board of Directors of the Corporation adopted the resolutions attached hereto as I Exhibit A on June 14, 2001 and such resolutions remain-in full force and effect. ' 1 IN WITNESS WHEREOF, 1 have hereunto set my hand and the seal of the Corporation. i Dated: May 27, 2004 J�rm Ass i s L. arvin Assistan cretary State of Illinois ) County of Cook ) On May 27, 2004, before me, a Notary public in and for said State and County, personally appeared James L. Marvin, who being by me duly sworn, did depose and say that he is the Assistant Secretary of FMC Technologies, Inc., a corporation described in, and which executed the above instruments, that the seal affixed to the above instrument is the corporate seal of FMC Technologies, Inc.; and that the above Instrument was signed by him on behalf of FMC Technologies, Inc. as Assistant Secretary thereof and its seal affixed thereto by authority of its By-Laws and its Board of Directors. Notary Public O FFIC.AI SEAL' ELI, -THC.TOWLE Notary Public,State of Illinois My Commission Expires 0410=1 [3ALEGAUECTsFORMSICet F11 Board Rc Signature AuthodEy 061401,doe Feb, 9• 2006 12: 18PM N0. 3846 P 4 i I I EXHIBIT A RESOLVED, that the Board of Directors of FMC Technologies, Inc. Adoption of Signature (the"Corporation") hereby grants the following signature authority: Authority I. Officers. The.Chairman of the Board, the Chief Executive Officer,the president, any Vice President,the Secretary, the Treasurer and the.Controller of the Corporation are each authorized, in that capacity, to execute, and to delegate to any person authority to execute,all written instruments whatsoever Including, without limitation, deeds, leases, agreements,bids, contracts, bonds, power of attorney and proxies that are in the ordinary course of the Corporation's business. 2. Division Managers. Each person employed by the Corporation as a Division.Manager is authorized, in that capacfiy,to execute, and to delegate to persons employed in his Division authority to execute, all written Instruments whatsoever pertaining,to matters that are in the ordinary course of the business of the Division; provide d that any delegation of signature authority pursuant to this resolution shall be: (1)effective only if in writing and when filed with the Secretary of the Corporation; (ii) limited as set forth in said delegation; and (III) effective on the date appearing thereon for the period specified thereih or if no period is specified until revoked in writing; provided further that any person may rely on a certificate signed by the Secretary or any Assistant Secretary of the Corporation to the effect that a particular person has specified signature authority pursuant to this resolution. i CONTRACT AB9TRACT' ( Contract Company Name: FMC TECHNOLOGIES Company Contact: Barbara Hermann Summary of Services: Passenger Loading Bridge Maintenance Contract Price: $128,484.00 Funding Source: 66,7o 4316D Contract Term: Three years Contract Adininistration Lead Department: Aviation Contract Administrator: Craig Toms Contract Approvals Council/Community Redevelopment Agency Approval Date: Minute Order/Resolution Number: Agreement No: Contract Compliance Exhibits: Attached Signatures: Complete Insurance: Attached Bonds: N/A Contract prepared by: Procurement& Contracting Submitted on: 2/9/06 ' By: Mari Lyme Boswell