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04922 - SIMAT HELLIESEN EICHNER AIRPORT MARKETING CONSULTANT CARRIER ANALYSIS HUB SYSTEM
Page 1 of 2 Kathie Hart From: Janet Sheraton Sent: April 01, 2009 8:22 AM To: Kathie Hart Subject: RE: Expired Agreements � a Attachments: SHE COI 1 09.pdf \ Good Morning Kathie, Gensler—A4382 still active TSA Reimbursement Agreement—A4736 closed (New Agreement began 1011/07--A5561) C.V. Taxi--A4865 closed SHBE—A4922 closed (New Agreement 5 year began 11/14/06—A5350) We can encumber up to 125K per year if we wish. New agreement should remain open until 11/13111, 1 think you have the COI — but I attached a copy just to be sure. De�7A4924 411 c��6130/09, Procurement is going out for a new RFP effective 7l1/09. r�y ``bb LL�I Trueblood—A5632 closed 6/27/08 Harbor—A5659 still active—Change Orders pending Trueblood—A5726 closed 2124/09 Thank you, js From: Kathie Hart Sent:Tuesday, March 31, 2009 4:27 PM To: Janet Sheraton Cc: Jay Thompson Subject: Expired Agreements Janet: Attached is a list of the expired agreements. Please advise if they may be closed. Example: A4922, SH&E, expired in 09-2007. Per Tom Nolan, on 09-14-07, the agreement was to remain open. If this is to remain open, I will need to request current insurance certificates. Thx for your help. / e Kathie Hart, CMC Chief Deputy City Clerk 04/01/09 AIRPORT MARKETING CONSULTING SERVICES Agreement No. 4922 Amendment No. 5 This Fifth Amendment to Agreement No. 4922 for contract services ("Amendment") is made and entered into this A-1h_ day of DAVY 2006. by and between the CITY OF PALM SPRINGS, ("City") and SIMAT, HELLIESEN & EICHNER, INC. (SH&E) ("Contractor"). RECITALS A. On July 21, 2004, City and Contractor entered into that certain Agreement No. 4922 ("Agreement'), pursuant to which Contractor agreed to provide certain marketing consulting services to the City in accordance with the terms of the Agreement. B, on January 19, 2005, City and Contractor entered into Amendment No. 1 to Agreement No. 4922 ("Agreement'), whereby Contractor provided additional business development marketing services for the City. C. On July 13, 2005, City and Contractor entered into Amendment No. 2 to Agreement No. 4922 ("Agreement"), whereby Contractor provided additional air service development marketing services for the City. D. On October 14, 2005, City and Contractor entered into Amendment No. 3 to Agreement No, 4922 ("Agreement"), whereby Contractor provided Concession Development Planning services for the City. E. On January 26, 2006, City and Contractor entered into Amendment No. 4 to Agreement No. 4922 ("Agreement"), whereby Contractor provided an Airport Market Study & Financial Forecast of Airport Passenger Facility Charges for the City. F. The parties wish to extend the term of the agreement until June 30, 2007 in order to complete C and D. G. The parties wish to amend the Agreement in accordance with the terms herein. NOW, THEREFORE, the parties agree that the Agreement shall be revised pursuant to the following terms of this Amendment: 1, Exhibit "0", entitled "Schedule of Performance", is hereby amended by extending the existing Schedule of Performance for Amendment Nos. 2 and 3 until June 30, 2007. 2. Due Execution. The person(s) executing this Amendment 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 Amendment on behalf of said party, (III) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party Is bound. SH&E Agreement 4922,A5 Palm Springs International Airport Page 1 of 3 3. Full Force and Effect. The parties further agree that, except as specifically provided In this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. SIGNATURES ON FOLLOWING PAGE SH&E Agreement 4922, A5 Palm Springs International Airport Page 2 of 3 -iN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. = ATTEST: CITY OF PALM SPRING �a municipal corpor By. City Clerk f b! i rZ 00 r7 City Manager APPROVED TO FORM. APPROVED BY CITY COUNCIL _ i A may - - - CONTRA TOR: Check one: Individual Partnership Corporation V Corporations require two notarized signatures One from each of the following: A. Chairman of Board, President, or any Vice President AND B. Secretary, Assistant Secretary,Treasurer, As�clstaii Tre:erp Chief Financial Officer. ``++++n+rrrrr�' By' GG By: & of i Signature (hotiariz ) Ignakur-e^(noot rized) q�r�'Sy Name el+-kRir _ K a����r-�t=• Name: rt OM K1u is lTf] `� sy '9 _ Title //fir` /4zesinc-rr Title e �• ^Z V Sv, P State of 1'I cC�17 l lJ %%+fb�QEIA*State of `��• BL.I �(�/!� •� S +� County of %l'l I le sp,X County of A VOL �u r / 1 Onr 11 00/before me, 6-v6/Y ��t�nOn O.p efore me, eea� � d� / personally appearedF, G holPry. gI or�Q personally appeared e personally known to me (or proved to me on personally known to me(or proved to fre on the basis of satisfactory evidence)to be the the basis of satisfactory evidence)to be the person(s)whose name(s) is/are subscribed person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to the within instrument and acknowledged to me that he/she/they executed the same to me that he/she/they executed the same in his/her/their authorized capacity(ies), and in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the that by his/her/their signatures(s) on the instrument the person(s), or entity upon instrument the person(s), or entity upon behalf of which the person(s) acted, behalf of which the person(s) acted, executed the instrument. executed the instrument. WITNESS my hand an C I s� WITNESS my nd Icia Notary Signature � � i O.,/� �.��'�fdotary Signat Nota7 Seal'© � '"� Notary Seal: _ . -- �,,.. !.�` • r. 3.'� . '?^� �' ^e - - RONALO N.INOUY . yr ,L'S3,d'iy .•, .;C7„ol ++fyw . u:-^oy�; ;Notary PubliC, State of New York r C w a - _ N • _ No.02IN4950726 _ Qualified in Westchester County _ = CeMijIcate Filed In New York County Term_Expires November 23,2001 b � SH&E Agreement 4922, A5 - f . . t . Palm Springs International Airport Page 3 of 3 Simat, Helliesen & Eichner Inc Airport Marketing Consulting Amendment 4 AGREEMENT #4922 AMENDMENT NO. 4 MO 7781 , 12-7-05 TO AGREEMENT NO. 4922, AIRPORT MARKETING CONSULTING SERVICES This Fourth Amendment to Agreement Not 4922 for on ract services ("Amendment") is made and entered into this ��day of Dse" r �� by and between the CITY OF PALM SPRINGS, ("City") and SIMAT, HELLIESEN & EICHNER, INC. (SH&E) ("Contractor'). RECITALS A. On July 21, 2004, City and Contractor entered into that certain Agreement No. 4922 ("Agreement"), pursuant to which Contractor agreed to provide certain marketing consulting services to the City in accordance with the terms of the Agreement. B. On January 19, 2005, City and Contractor entered into Amendment No. 1 to Agreement No. 4922 ("Agreement"), whereby Contractor provided additional business development marketing services for the City. C. On July 13, 2005, City and Contractor entered into Amendment No. 2 to Agreement No. 4922 ("Agreement"), whereby Contractor provided additional air service development marketing services for the City. D. On October 14, 2005, City and Contractor entered into Amendment No. 3 to Agreement No. 4922 ("Agreement"), whereby Contractor provided Concession Development Planning services for the City. E. The parties wish to have Contractor provide for the City an Airport Market Study & Financial Forecast of Airport Passenger Facility Charges as described in this Amendment. F. The parties wish to amend the Agreement in accordance with the terms herein. NOW, THEREFORE, the parties agree that the Agreement shall be revised pursuant to this following terms of this Amendment: 1. Section 2.1, entitled "Contract Sum", is hereby amended at the first sentence therein, to read as follows, with the other sentences of Section 2.1 remaining unmodified and in full force and effect: "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 Six Hundred Forty Thousand Dollars ($640,000) (herein "Contract Sum"), except as provided in Section 1.8. . . ." 2. Section 4.1, entitled "Representative of Contractor" is hereby amended by including the names and positions of the following persons as principals and representatives of Contractor authorized to act on the behalf of the Contractor with respect to the work specified in the Agreement: _ X/'e-- 41. e / , ,/hVrZ- 4 t f/ic-d Pr^cs, dew - Name Position F/io [ /, enS VJe presi[�es Name Position 3. Exhibit "A", entitled "Scope of Services", is hereby amended to add all items under Task E, with the remaining portion of Exhibit "A" remaining unmodified and in full force and effect: "Number Task E-1 Provide projections of the Passenger Facility Charges for use in an offering document for a bond issue. These projections will cover Palm Springs Airport's share of the market, air carriers, enplanement history, service routes and forecast of demand, enplanements and revenues. 4. Exhibit "C", entitled "Schedule of Compensation", is hereby amended to add the description of the cost for item E-1 in the fifth line describing the breakdown of the Contract sum and add as the last sentence of the last paragraph of Exhibit "C" to read as follows with the other portions of Exhibit "C" remaining unmodified and in full force and effect: "Number Task Cost E1 Market Study and Financial Forecast of Airport Passenger Facility Charges $75,000 Task E-1, in the area of Market Study and Financial Forecasting for Airport Passenger Facility Charges, has been negotiated at $75,000 for the delivery of work." 5. Exhibit "D", entitled "Schedule of Performance", is hereby amended by adding the following terms to the existing Schedule of Performance: "The preparation of the Market Study and Financial Forecast of Airport Passenger Facility Charges is time sensitive. The first draft of the Study and Forecast is due January 6, 2006 and the final draft is due on or before January 20 2006." 6. Due Execution. The person(s) executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 7. Full Force and Effect. The parties further agree that, except as specifically provided in this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, a municipal corporation ATTEST: Bye— = ` �Q City Manager A°E'ROVED BY CITY COUNCIL ?APPROV/E, Clerk �k zj',A, S TO FORM-2 City Attorney C43NTRACTOR: Check one: Individual Partnership Corporations require two notarized signatures: One from each of the following: A. Chairman of Boar President,or any Vice President:AND B.Secretary,Assistant SSeccrret/ary,Treasurer,Assistant Treasurer or Chief Financial O cer). si By: ��` q � -f_ 7" "- By: Signature(notarized) Signature notarized) - Name: 2ic�ovd�.iYlurphcl Name: om �ICpITo Title: V��1 C al 6--e 1'S r it 7` Title: et2 State of /'l7gJJ 11 } State of /Q w Vie' } County ofl�fG(t��S�( }ss Countyof d� ✓� On �/21) 2005( before me, On ne 2005 before me, T',c,,A qr . l?9 ,' l-1 personally / :? J " personally appeared yB� n i n /e appeared Tn v,l (2, � , v personally known to me (or proved to me on the personally known to me (or/proved to me on the basis of satisfactory evidence) to be the person(s) basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they instrument and acknowledged to me that executed the same in his/her/their authorized he/she/they executed the same in his/her/their capacity(ics),and that by his/her/their signature(s)on authorized capacity(ies), and that by his/her/their the instrument the person(s), or the entity upon signature(s) on the instrument the person(s), or the behalf of which the person(s) acted, executed the entity upon behalf of w 'ch the person(s) acted, instrument. executed the instrument. WITNESS my han.5 and official eal. WITNESS my hand and ffrcia'\ Notary Signature: Notary Signature Notaar Seal: Notary Seal: RONALD N.INYE Notary Public, Slaie_o No. 021N4950726`- -- Qualified in Westchester county _ '•,• . _ Certificate Filed in New=York county r% Term Expires November 23,201 Simat, Helliesen & Eichner, Inc. Airport Concession Development Program A#3 AGREEMENT #A4922 AMENDMENT NO. 3 MO 7748 9-21-05 TO AGREEMENT NO. 4922, AIRPORT MARKETING CONSULTING SERVICES This Third Amendment to A r ement No. 4922 for contract services ("Amendment") is made and entered into this day of , 2005, by and between the CITY OF PALM SPRINGS, ("City") and SIMAT, HELLIESEN & EICHNER, INC. (SH&E) ("Contractor"). RECITALS A. On July 21, 2004, City and Contractor entered into that certain Agreement No. 4922 ("Agreement"), pursuant to which Contractor agreed to provide certain marketing consulting services to the City in accordance with the terms of the Agreement. B. On January 19, 2005, City and Contractor entered into Amendment No. 1 to Agreement No. 4922 ("Agreement"), whereby Contractor provided additional business development marketing services for the City. C. On July 13, 2005, City and Contractor entered into Amendment No. 2 to Agreement No. 4922 ("Agreement"), whereby Contractor provided additional air service development marketing services for the City. D. The parties wish to have Contractor provide for the City an Airport Concessions Development Plan as described in this Amendment. E. The parties wish to amend the Agreement in accordance with the terms herein. NOW, THEREFORE, the parties agree that the Agreement shall be revised pursuant to the following terms of this Amendment: 1. Section 2.1, entitled "Contract Sum", is hereby amended at the first sentence therein, to read as follows, with the other sentences of Section 2.1 remaining unmodified and in full force and effect: "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 Five Hundred Sixty- Five Thousand Dollars ($565,000) (herein "Contract Sum"), except as provided in Section 1.8. . . ." pp 1 9ryry �7 �F OE6'++#kGI�lssYetr �� FIA—i 2 Section 4.1, entitled "Representative of Contractor" is hereby amended by including the names and positions of the following persons as principals and representatives of Contractor authorized to act on the behalf of the Contractor with respect to the work specified in the Agreement: Deborah T. Meehan President and C00 Name Position David Dague Director Name Position 3. Exhibit "A", entitled "Scope of Services", is hereby amended to add all items under Task D, with the remaining portion of Exhibit "A" remaining unmodified and in full force and effect: "Number Task D-1 Determine how passengers and other target segments respond to existing offerings, as a baseline for determining the gap between actual performance and potential capability and projected performance. Deliverables: Informational Request Form, High Level Expansion Ideas (with Updates), Analysis of Survey Data, Site Evaluation and Existing Conditions Review Summary. D-2 Determine program size and per unit location and size. Deliverables: Planning Principles, Sizing Approach, Key Design Issues, Optimal Sizing Confirmation and Analysis, Confirmation and Analysis, and Survey Impact Report. D-3 Determine type, sub-type, concepts and adjacencies per location. Deliverables: Concessions Layout and Concept Plan, and Depth Charts. D-4 Create the appropriate research and analyses to understand the benefits to each party — PSP and the tenant -- of any proposed changes to business terms or spaces for existing concessionaires. Deliverables: Develop projections for proposed units; develop detailed operating profit and loss proforma for each proposed unit; review each existing concessionaire proposal, capital expenditure receipts and similar material; project existing unit profit/loss; develop business terms with the objective of creating a set through which an average operator can earn an average profit; create airport negotiation talking points, including lease amendment and preliminary key points language and advise during negotiations, and conduct additional analyses as requested. D-5 Create and implement measurable and objective Operating Performance Standards grouped into three elements: Premises, Product, and Personnel that can be used in partnership with the concessionaires to assure continuous high quality customer service and resultant revenues. Deliverables: Operating Performance Standards — Retail, Retail Audit Forms, Operating Performance Standards, Food and Beverage, Food and Beverage Audit Forms. D-6 Create a series of detailed "checklists" designed to assist PSP in managing their tenant improvement design, review and approval process and help ensure streamlined and efficient planning and implementation. Deliverables: Design Submittal Checklists, Design Submittal Tracking Forms, Pre Construction Checklists, Post Construction Checklists, Pre- Opening Operations Checklists, Construction Field Inspection Checklists, Drawing Submissions Tracking Form, Field Inspection Checklists, Occupancy Guide Matrixes, Tennant Design Review Checklists, Unit Development Checklists, Unit Development Checklist Overview, and Package Review. 4. Exhibit "C", entitled "Schedule of Compensation", is hereby amended to add the description of the cost for items D1-D6 in the fourth line describing the breakdown of the Contract sum and add as the last sentence of the last paragraph of Exhibit "C" to read as follows with the other portions of Exhibit "C" remaining unmodified and in full force and effect: "Number Task Cost DI-D6 Airport Concession Development Plan $165,000" 'Tasks D-1 to D-6, in the area of Airport Concession Development Plan, has been negotiated at $165,000 for the delivery of work. 5. Exhibit "D", entitled "Schedule of Performance", is hereby amended by adding the following terms to the existing Schedule of Performance: "The preparation of the Airport Concession Development Plan is a year-long project. Components of the Airport Concession Development Plan will be presented to and discussed with Airport Director during creation to ensure strategic goals are on target with agreed upon objectives, as well as to incorporate any adjustments based on changing market conditions or developments." 6. Due Execution. The person(s) executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 7. Full Force and Effect. The parties further agree that, except as specifically provided in this Amendment, the terms of the Agreement shall remain unchanged and in Hall force and effect. SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, a municipal corporation ATTEST: B '- rut- . City Manager ,r icn�"er lrh 'SFr APPRINED BY UIT COUNCIL (/ APPROVFD,,f S TO FORM: y: / " City Attorney CONTRACTOR: Check one: _Individual_Partnership_Corporation Corporations r ve two rized signatures: One from each of the following: A. Chairman of Boan1jresident, or any Vice President: n12 istant Secretary,Treasurer,Assistant Tre7�c-r7o-i�Giof Financial Officer . By: By: Signature(notarize n �Signrattue(notarized) g Name: 'r Om�7 �)C F1Y ITS Name: Title: ` Title: srts c-Qe ,A- arR� -C-C State of New York } State of tu 0 } }ss }ss County of New York } County of IM v' ILQlP,��r° } On Sept. 27 2005 before me, On 0 2 0 before me, RoPtid I I e personally �cJF [v f /tip j7//J ,,Ppersonally appeared Tom Ricapito appeared, fY" 4 l2&_A 4 personally known to me (or proved to me on the personally known to nie (or proved to me on the basis of satisfactory evidence) to be the person(s) basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they instrument and acknowledged to me that executed the same in his/her/their authorized he/she/they executed the same in his/her/their capacity(ies),and that by his/her/their signature(s)on authorized capacity(ies), and that by his/her/their the instrument the person(s), or the entity upon signature(s) on the instrument the person(s), or the behalf of which the person(s) acted, executed the entity upon behalf of which the person(s) acted, instrument. executed the instrument. WITN/ESflnyh4i d and cia cal. WITNESS my hand and official sealNotary Signyt e' G % �L.e -'`" ry Signaturel � Notary Seal:- - _ RONALD N.INOUYE Notary Seal: }( ] ] .�1 - of PAIR No. 02IN4950726 - - - Qualified in Westchester County - Certlflcate Fllod in New York County - Term Expires November 23,2005 Simat, Helliesen & Eichner Airport Marketing Consult. Svcs. Amendment #2 AGREEMENT #4922 AMENDMENT NO. 2 MO 7710, 7-13-05 TO AGREEMENT NO. 4922, AIRPORT MARKETING CONSULTING SERVICES This Second Amendment to Agreement No 4922 for contract services ("Amendment") is made and entered into this day of� �r2005, by and between the CITY OF PALM SPRINGS, ("City") and SIMAT, HELLIESEN & EICHNER, INC. (SH&E) ("Contractor"). RECITALS A. On July 21, 2004, City and Contractor entered into that certain Agreement No. 4922 ("Agreement"), pursuant to which Contractor agreed to provide certain marketing consulting services to the City in accordance with the terms of the Agreement. B. On January 19, 2005, City and Contractor entered into Amendment No. 1 to Agreement No. 4922 ("Agreement"), whereby Contractor provided additional business development marketing services for the City. C. The parties wish to have Contractor continue to provide air service development marketing services for the City as described in this Amendment. D. The parties wish to amend the Agreement in accordance with the terms herein. NOW, THEREFORE, the parties agree that the Agreement shall be revised pursuant to the following terms of this Amendment: 1. Section 2.1, entitled "Contract Sum", is hereby amended at the first sentence therein, to read as follows, with the other sentences of Section 2.1 remaining unmodified and in full force and effect: "2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of One Hundred Twenty-Five Thousand Dollars ($125,000) (herein "Contract Sum"), except as provided in Section 1.8. . 2:. Exhibit "D", entitled "Schedule of Performance", is hereby read as follows: "This is a year-long project. Contractor shall support the Airport in its ongoing efforts to develop an Air Service Development program as necessary, including the completion of data analysis and route forecasts for air carrier ORIGINAL BID AVJ)/O1R AGREFI.,!FLIT presentations and meetings as requested." 5. Due Execution. The person(s) executing this Amendment 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 Amendment on behalf of said party, (iii) by so Executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 6. Full Force and Effect. The parties further agree that, except as specifically provided in this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. SIGNATURES ON FOLLOWING PAGE IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, a municipal corporation ATTEST: By: City Manager Aty Clerk P AppROVED By CITY COUNCIL ( APPRO 8 TO FORM: M �•�d 7-h Goa -VA. ___._ By: /➢ � �f���` City Attorney) CONTR CTOR: Check one: _Individual Partnership_Corporation Corporatiptwoignatures: One from each of the following: A. Chainnat2l%Boa d,President,or any Vice President: s nt Secretary,Treasurer,Assistant TreasurerChi f Fiiia'iict�I fficer). Signature(notarized) Name: eroM1 KIeWI-r-b Name: Title: C . V Title: ��� � u _k C(yj Slate of } State of } )ss }ss County of } County of l } On 7 f J 2005 before me, On I°2 f Y 19 2005 before me, personally personally appeared — Of—OM 910Af 11r0 appeared D(6(:?f I-, fllP,e 110. o personally known to me (or proved to me on the personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they instrument and acknowledged to me that executed the same in his/her/their authorized he/she/they executed the saine in his/her/their capacity(ies), and that by his/lier/their signature(s)on authorized capacity(ies), and that by his/her/their the instrument the person(s), or the entity upon signature(s) on the instrument the person(s), or the behalf of which the person(s) acted, executed the entity upon behalf of which the person(s) acted, instrument. executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. q Notary Signature:' Notary Signah re: r� Notary Seal: Notary Seal: ® .� l ' x ��� ��X�—� N9L0 i �Etr�aa. �oEYliu r Notary Public, State of New York No. 01G06072834 Certificate Filed In Westchester County Gommissian t_;�Prtes APnI '15, 2006 AMENDMENT NO. 1 TO AGREEMENT NO. 4922, AIRPORT MARKETING CONSULTING SERVICES This First Amendment to Agreement No. 4922 for contract services ("Amendment") is made and entered into this 19'h day of January, 2005, by and between the CITY OF PALM SPRINGS, ("City") and SIMAT, HELLIESEN & EICHNER, INC. (SH&E) ("Contractor"). RECITALS A. On July 21, 2004, City and Contractor entered into that certain Agreement No. 4922 ("Agreement"), pursuant to which Contractor agreed to provide certain marketing consulting services to the City in accordance with the terms of the Agreement. B. The parties wish to have Contractor provide additional business development marketing services for the City in exchange for the additional compensation described in this Amendment. C. The parties wish to amend the Agreement in accordance with the terms herein. NOW, THEREFORE, the parties agree that the Agreement shall be revised pursuant to the following terms of this Amendment: 1. Section 2.1, entitled "Contract Sum", is hereby amended at the first sentence therein, to read as follows, with the other sentences of Section 2.1 remaining unmodified and in full force and effect: "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 Two Hundred Seventy-Five Thousand Dollars ($275,000) (herein "Contract Sum"), except as provided in Section 1.8. . . ." 2. Exhibit "A", entitled "Scope of Services", is hereby amended to replace all items under Task B to read as follows, with the other portions of Exhibit "A" (Tasks A and C) remaining unmodified and in full force and effect: Number Task B-1 Contractor has initiated a comprehensive research effort identifying potential opportunities for business development with a short list of aviation related companies; Contractor shall conduct additional research on behalf of the Airport as required based on the information gathered in its comprehensive research B-2 Contractor has developed a business case presentation and shall make ongoing changes and updates along with the inclusion of information specific to each prospective business development opportunity ORIGINAL .30 AND/OR AGREEMENT V I+, U6/zuu.. 14. a., , A a4n 4—d I Wt. „Lt Sulnt & I V N Jtn, LL, IN Wl INhSS WI11?ll,U01•, the parties l'i{,1ve exec lteci and enleted into this All1endl'llcllt tis of 1110 data first written above. CITY OF PALM SPRINGS, mullicipai Corpol:7t.ioil City Manal;el• � y Clerk APPRovl:l> ) .r l : 4gp� �-1 c? _ �. > , By: City Attorney Ct)N ZACTOR: C11 kone: Individual Partnersi)ip_C'orhoratiou 7orll Nfrioirs l eclu ire._Llvu-notar zc<slpnnUJrc,: (;)ne from each of file Billowing: rt. Ch• Isn of Ro; , I'resi(IcnL Or nay vice I'r�SuJsii��..KLJi)Ii, $acrcuuy./sl��is ant R[,c*clnrv.'1'rcnsurcr.Asi,lonl'1'rcec,ura-or('t' rpin8nei;,1 Oftir .r). Liyf �j Ily: �if�(f(lufuu'ir,A.(1) � $it;n.tul•• n zedl Name; ,DeborahMeehan Ia17ie Tom Ricapito T'lttc: � resident & COO l•Itle, �Cihie`ff Financial Officer Stale of 'V f��,�:LaC�/jtrCf � $late County 0f �i,"�� Cotmt}'.of'...,_/!�P1 J�G✓ ��.��„��... t'.)n �ivr, �•I /, 1000 bafure me On J�d't 11,IU before tile, (,ll.c �-r,"f Ell.0, y e- pe sumtily nppcare� z.t�.�z r0 / l��/n ��, appauetl %otvt �1%eG�h __ personally known to mu (or 'proved to toe+ on the" personally known to okc (or I roved to nll° on the basis of Satislactor%, evidence) to be the porson(s) basis of'satisfactory evidence) to ho the person(s) whose name(N) is/arc subscribed to the within whose namc(s) is/are subscribed to the tvllilitl in.wumeot and acknowledged to ale that he/she/fhcy instrument arlcf acknowledp,ed to me that executed the game in his/ller/their alllhorized be/xlle/fhcy cs1:cuted thw same in his/her/their capaciry(ies),and that by hisAler/their signauu'c(s)on authorized capt:city('ies,), and that by Ills/her/fhcir the instrument the pelson(s), or the entity upon signantre0) on the instrument the puSQ11(s), or the behalf of which the person(s) acted, exacole(1 the entity upon behalf of which the persons) anted, instrument, cxccuted tite ill VnT NT',SS my Fia d'and oft'icial sc,:d, WITNESS my hand 3fid 16. . •al. Notary SiCnatGr a / i �._ /�� � Nulaty Sigaii Notar Sea, COxttV6.lounvrraalthoffB SSSaCh eeft (( y ..Notary Sea, 14otftry RONA D H.INOU+E_ //IIpp St p Not Publi6,State of New York, Expires d2-12-08 No. 021N4950726 t Qualified in Westchester County / Certificate Filed in New-York County Term Expires November 23,2005 Simat, Helliesen &Eiclmer, hie Airport Marketing Consult. Services AGREEMENT #4922 MO 7526, 7-21-04 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR AIRPORT MARKETING CONSULTING SERVICES THIS CONTRACT SERVICES AGREEMENT FOR AIRPORT MARKETING CONSULTING SERVICES No. WZ(herein "Agreement")is made and entered into this day of July, 2004,by and between the CITY OF PALM SPRINGS, (herein"City")and SHAAT,HELLIESEN&EICHNER, INC. (SH&E)(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 Pro osal. 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. L 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. DRR CIHNX MD) L�1iWDd0Ga AQRhIEDViD,91i 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 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 iinmediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 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 thereofto 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 out the 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 $25,090; 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. 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 and that Contractor shall not be entitled to additional compensation therefore. 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 by this reference. In the event of a conflict between the provisions of Exhibit`B"and any other provisions of this Agreement,the provisions ofExhibit`B" shall govern. 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 Two Hundred Thousand and 00/100 Dollars ($200,000) (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 Surn 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. 2.2 Method of P"ment. 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(1st)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 pursuant to this Agreement shall be 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 for the 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. 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: 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. 43 Prohibition Against Subcontractingor r Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a 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 concert 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. 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 any time 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 venturer or a member of any joint enterprise with Contractor. 5.0 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: 5.2 Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. If the Contract Sum is$25,000.00 or less,the policy of insurance shall be written in an amount not less than either(i)a combined single limit of$500,000.00 or(ii)bodily injury limits of$250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of$100,000.00 per occurrence and$100,000.00 in the aggregate. If the Contract Sum is greater than $25,000.00 but less than or equal to $100,000.00, the policy of insurance shall be in an amount not less than either(i) a combined single limit of$1,000,000.00 for bodily injury, death and property damage or(ii)bodily injury limits of$500,000.00 per person, $1,000,000.00 per occurrence and$1,000,000.00 products and completed operations and property damage limits of $500,000.00 per occurrence and$500, 000.00 in the aggregate. If the Contract Sum is greater than$100,000.00, the policy of insurance shall be in an amount not less than$5,000,000.00 combined single limit. 5.3 Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. 5.4 Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either(i)bodily injury liability limits of$250,000.00 per person and$500,000.00 per occurrence and property damage liability limits of$100,000.00 per occurrence and$250,000.00 in the aggregate or(ii) combined single limit liability of$500,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. 5.5 Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. 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. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty(30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled,the Contractor shall, prior to the cancellation date, subunit 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 or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance 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 persons 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 Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.6 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,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, whether or not there is concurrent passive or.active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: a. Contractor will 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 any judgment 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 Contractor for such damages or other claims' arising out of or in connection with the negligent performance of or failure 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. 5.7 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. 5.8 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be evaluated by the City's Risk Manager and determined to 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, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Agency's Finance Director or designee ("Finance Director") due to unique circumstances. In the event the Finance Director 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 required by this Section 5 may be changed accordingly upon receipt of written notice from the Finance Director, provided that the Contractor shall have the right to appeal a determination of increased coverage by the Finance Director to the Agency's legislative body within ten(10) days of receipt of notice from the Finance Director. 6.0 RECORDS AND REPORTS 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 and that it'is Contractor's responsibility to stay within the approved budget. For this reason,Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that mayor 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 for further 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 under this Agreement shall not be released publicly without the prior written 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 matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, 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 therefore. 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 I 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,then the Contract Officer may specify a shorter period and require immediate action. 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 parry'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(ii)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 under this 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 non-defaulting party on any default shall impair-such right or remedy or be construed as a waiver. A party'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. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement I 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 in equity,to cure, correct or 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 Li uidated 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 n/a ($ )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"D"). 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 Tenn. 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 any time,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,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 over the work and prosecute the same to completion by contract or 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-DISCRIkvI NATION 8.1 Non-liability of Cily 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 or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terns 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 nor shall any such officer or 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 or through 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 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 anyone 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 unenforecability 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. IN WITNESS WHEREOF, the parties have executed andante red into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation City Clerk City Manager APPROVED AS TO FORM: rO,a;Ps-)'„rr -. By: %7lD-h G _ - JI-0 City Attorne CONTRACTOR: Check one:_Individual_Partnership_Corporation Corporations require `�naiaT+ad signatures: One from each of the folio�^yt g: A Chain resident,o vice President:ANDB Secretary,As lstant Secretary,Treasurer,Assistant Treaa u Chief Finan.lal Of icer). By: By: algna[au-rye (notarized) i nature( otar ed) Name: _Q m 'tz IaA ab Name: O e bo dza h llg e C h Bt�h Title: 0foI Title: P a^f-_. (�oylfl C""re-1 q L L:. State of_ �eul Yo _(, Slate ofrf County of count 'ffl _ of I f_I_ set_Ilss �1 ; �;�s...,c;�.r' ff��,, ff�� I�� n®o"'�/� On before me,_- ____[__�___-____�'�__ OAAl k �1 before me,_ `��_ �-- �_/ __.� ____,,_qq_qq_/g_///-��//__,fi�tt person ally appeared_�?�'' � r���Q �_(__t7 ____ personally appearetl 4__�_vf'/LC_Am 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(a)whose nam e(s)is/are satisfactory evidence)to be the persons)whose names)Is/are subscribedto the within instrument and acknowledged to me that subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized he/she/they executed the same In his/her/their authorized capacily(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signoture(s) on the instrument the person(s), or the entity upon behalf of which the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. persons)acted,executed the instrument WITNESS my hand and official seal. WITNESS my hand and official seal. Notary SignaturZOA-- 1 t -� � Notary Signature:` ✓ail [� 21 ���� Notary Seal: Wp LL11'a41AG• GOODE;° GH Notary Seal:�v®ff i�9��$®UB ���if'®� � �o� �n� Netafy Public,State of New York No 01G08072B3h Certificate Poed in\N'asichester County Commisslor Bxpima Arm 1Eri`2006 Reviewed and approved by Procurement & Contracting �' �" EXHIBIT "A" SCOPE OF SERVICES During the term of the Agreement,Contractor shall provide the following services,as such services are described in more detail in the proposal provided by Contractor to the City and on file at the Palm Springs International Airport("Airport")at the City. In the event of any conflict between the terms of this Agreement and the proposal,the terms of this Agreement shall prevail. Included in the Contract Sum and for no additional cost,for any presentation or deliverable provided by Contractor to City, Contractor shall first present and provide the City with a draft of such presentation or deliverable. Contractor shall then consider and incorporate any comments or changes requested by the City and include such comments or changes in the final presentation or deliverable provided to City. Number Task A-1 Provide Network System Analysis to Airport staff specific to ongoing carrier analysis, relevant to Hub system operations of existing carriers. A-2 Develop carrier forecasts and presentations for up to 5 carriers which may consist of the following:Delta,American,Aloha,Frontier,Northwest,Continental,Alaska and Horizon Air. A-3 Develop carrier presentation for Routes 2004 - The World Route Development Forum. Recommend international carriers based in Canada, Mexico, United Kingdom,and Germany to introduce Airport and local market for future air service consideration. A-4 Counsel the Director of Aviation and provide refresher training to Senior Marketing & Communications Administrator in strategic assessments of specific air carrier routes to take place on-site in Contractor's offices. A-5 Monitor and report strategic plans and relevant data analysis for other targeted carriers. A-6 Provide strategic counsel for regular communications with incumbent and target air carriers. A-7 Maintain databases on existing air carrier service performance and benchmark them against relevant system averages and comparable communities across the United States. Such statistics will include load factors,revenue,yield,fare,connect markets and market growth rates. Deliverables:Tasks A-2 and A-3 shall include adequate numbers of hard copies of the presentation for airline attendees as well as three (3) copies supplied to the Airport. Tasks A-1, A-5, A-6, and A-7 shall be provided to the Airport on an ongoing basis throughout the contract period. Contractor shall provide the following services in Business Development Marketing during the term of the contract: Number Task B-1 Research-a comprehensive research effort to identify all potential scenarios for use of a flight training facility at Airport. This will include prospective users, prospective providers and all potential ownership options. B-2 Forecast Analysis-to determine the general and specific demand for advanced flight training (simulator based) facilities in the Southern California, Southwest, and Western regions. B-3 Business Strategy-based on the research findings and forecast analysis, a business case for locating a flight training facility will be developed. B-4 Presentation Development - a comprehensive business case presentation will be developed (Microsoft PowerPoint) to be used at meetings set up amongst the appropriate parties. B-5 Facilitate Meetings and Negotiations - following the completion of the previous steps, coordination of bringing together all of the parties for a meeting at PSP to present the business opportunity and facilitate negotiations on behalf of the Airport. Contractor shall provide the following services in Accounting Review/Business Practices during the term of the contract: Number (/ Task C-1 Review annual financial statements and current rates and charges of the Airport. C-2 Review rate-making procedures and assess how current practices compare to the rates and charges policies of the Airport. C-3 Determine if Airport is in compliance with FAA grant assurances and guidelines. C-4 Review third party services provided to the Airport and the approach used in selecting vendors. C-5 Analyze whether Airport costs are being appropriately allocated. C-6 Develop a scope for services currently provided by the City. EXHIBIT"C" SCHEDULE OF COMPENSATION Contractor shall be compensated in accordance with the following schedule. The Scope of Work,Exhibit"A"lists eighteen(18)separate tasks to be provided under the contract, which are grouped into three categories. Each of these categories has been assigned a compensation amount. Number Task Cost A-1 to A-7 Air Service Development Marketing $125,000 B-1 to B-5 Business Development Marketing $23,000 C-1 to C-6 Accounting Review/Business Practices $40,000 Contractor will be compensated based on a per project basis for tasks A-1 to A-7. Before perfonning any task under this Agreement, Contractor shall furnish the Airport with a task form ("Task Form")detailing the specific scope of work,schedule for performance of such work and cost therefore, all consistent with the terms of this Agreement, for each project to be completed within the area of Air Service Development Marketing. City shall have the right to comment and revise the proposed Task Form. Upon mutual agreement in writing by the City's Contract Officer,or his/her designee, and the Contractor Representative, or his/her designee,to the items included in the task fonn and the associated cost, work will commence. This procedure will allow for tracking of expenditures and ensure there is adequate funding for necessary projects to be completed. Additionally, this Task Form of tracking will allow the Airport to prioritize projects and better manage relations with the Contractor in the areas of invoicing among others. Tasks B-1 to B-5,in the area of Business Development Marketing,have been negotiated at$23,000 for the work remaining. Tasks C-1 to C-6, in the area of Accounting Review/Business Practices, have been negotiated at$40,000. Reimbursables shall be compensated at actual cost,with all travel by air to be approved in advance. All tasks including potential travel are accounted for in an amount not to exceed$12,000 during the contract period. EXHIBIT"D" SCHEDULE OF PERFORMANCE This is a year-long project. Although the timing of when these presentations will commence is not known until such time as air carrier meetings are requested and scheduled, Contractor shall complete the presentations as outlined in Task A-2 within three weeks of written notice to Contractor. Contractor shall complete Task A-3 within the first three months of the term of this Agreement,ahead of the Routes 2004 event,scheduled to take place in September,2004. Task A4 will be completed within the first two months of the tern of this Agreement