HomeMy WebLinkAbout04598 - AIRPORT CONSULTANT SI PARTNERS SI Partners
Airport Consultant
AGREEMENT #4598
CITY OF PALM SPRINGS MO7206, 11-26-02
AIRPORT CONSULTANT- BOND FINANC__
CONTRACT SERVICE AGREEMENT
THIS PONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this rr day of Az . , 200 2., by and between the CITY OF PALM SPRINGS,
a municipal corporation, (herein "City") and SI PARTNERS INC., (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 thisAgreement,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.
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
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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.
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 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 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
$25,000; 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. 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 in Exhibit "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 Eighty Two Thousand Two Hundred Dollars($82,200)(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
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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.
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") 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
Contractorshall 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 (Exhibit "D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
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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.
4.3 Prohibition Against Subcontracting or 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 orencumbered 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.
The City's policy is to encourage the awarding of subcontracts to persons or entities 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 City that 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. Neitherthe 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
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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 Contractorshall 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:
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of at 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 additional insured in accordance with standard ISO additional insured
endorsement form CG2010(1185) or equivalent language.
(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 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 and issued by companies
whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all
rights of subrogation and contribution it may have againstthe City, its officers,employees and agents,
and their respective insurers. In the event any of said policies of insurance are canceled, the
Contractor shall,priorto 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.
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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 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, 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 are 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.
5.3 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, 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 's Key Rating Guide or in the Federal Register,
unless such requirements are waived by the City Manager or designee of the City Manager due to
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unique circumstances. In the event the City Manager determines that the work or services to be
performed under this Agreement create 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 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 Officerto 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.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 Contractorwill 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 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.
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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 Riverside,State of California,or any other appropriate
court in such county. 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 defaultwithin 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 tocompensate 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,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 differenttimes,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,
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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
"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 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, 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 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 Scheduleof Compensation or as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated
termination,the Contractorshall be entitled to compensation onlyforthe reasonable value ofthework
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
Contractorto fulfill its obligations underthis 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-DISCRIMINATION
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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 or for 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 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. In the case of the Contractor, it should be addressed 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
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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.
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date
first written below.
CITY OF PALM SPRINGS
�,_ATT-ES, : a municipal corporation
.ems ? = 41.
City Clerk City Manager
APPROVED AS TO FORM: ffffff
By:
City Attorney /
CONTRACTOR: Check one:_Individual_Partnership °✓Corporation
Corporations require two notarized signatures. One from each of the following A. Chairman of Board,President,or any Vice President:
AND B.Secrets Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer)
By: d(j/'/ ` /1,�/�� By: yam.. r �d�✓" ^�
Signature(note ize q Signature (notarized)
Name: �Lfl' CC q'
( _lA�a�r'
Name: �� t). sd)00/g0l
)
Title: ➢ Sri s , Ch r�A '( Title: c;y^"� 1 �'✓�,,
v�
'1l ,
State of I State of CA I
Countyof Ufr:t;'t+i(�,��,// Iss Countyof `Isss '
OnWOL-Cl Zforeme, y(SASA'eI\CN\P0\V, ._ On - -D2 before me,CWrlSEA� �^
t e k� x� � �,Y��vl
pa bve
p llyapp personally app ared f- '4' Won
personally known to me (or proved to me on the basis of personally known to me (or proved to me onon thTf
satisfactory evidence)to be the persorl(S)whose namefp�jgs� satisfactory evidence)to be the persoroy'whose name/) s/
subscribed to the within instrument and acknowledged tome that subscribed to the within instrument and acknowledged to m,that
e/ executed the same in .her heh�uthorized lyehefkhey executed the same in his/ authorized
capacity(ie5), and that by er/ err signature(p'f on the capacityfjaKj, and that by is/ signaturg(ej`on the
instrument the person(4,, or the on ity upon behalfof which the instrument the person or We entity upon behalf of which the
person(,s'f acted, executed the instrument. pers�acted,executed the instrument.
WITNESS my hand and official seal WITNESS my hand and official seal.
KNotary Signature: Notary Signature. '
Notary Seal: otary Seal:
KRYSTAL GHAL81 KRYSTAL GHAL91
Commission f 1351117 Commission i 1351117 z
Notary Public-California i �`- Notary Public-California
Orange County 2 Orange County
iMy Crmrm,FzpirrsApr 13,2g06 y My Comm.Expires Apr 13,2"
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall develop a Report to support the refinancing of the Airport's 1992 Airport Revenue
Bonds. Said Report shall contain the following information and data:
1. Consultant's Letter
2. Introduction
• Purpose and Scope of the Study
• Airport Location & Background
• Air Service Area
• Airport Facilities
Airport Commission
3. Airport Cpital Improvement Program
4. Air Service Area and Economic Base for Air Transportation
• Introduction
Air Service Area
• Population
• Income
• Employment
• Economic Development
5. Air Traffic Analysis and Forecast
• Historical Overview
• Air Service Market
• Projected Air Passenger Traffic
• Factors Affecting Air Traffic Demand
6. Financial Analysis
1. Introduction
2. Airport's Financial Framework
3. Airport Revenues
4. Maintenance & Operating Expenses
5. Fund Accounts, Interest Income and PFCs
6. Projected Cash Flow and Airline Revenue Requirements
List of Figures and Tables
Figures
1. Palm Springs International Airport— Location Map
2. Coachella Valley Air Service Area
3. Top Ten O&D Passenger Markets
4. Airline Passenger Industry Operating Profit & Net Income
5. Application of Airport Revenues
6. Definition of Financial Terms
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Program Costs Table
Economic Base for Air Transportation Tables
1. Historical Population for the Coachella Valley
2. Project Population for the Coachella Valley
3. Median Household Effective Buying Income (EBI) for the Top Ten Origination and
Destination Markets for PSP
4. Historical Employment
5. Coachella Valley- Hotel Statistics
Air Traffic Analysis and Forecast Tables
1. Historical and Forecasted Passenger Enplanements
2. Peak and Off-Peak Month enplanements
3. Airline Market Share of enplanements
4. % of Airline Market Share by Airline
5. Aircraft Operations
6. Peak and Off-Peak Month Total Landings
7. Historical Aircraft Landings and Landed Weight
8. Historical Aircraft Landings by Aircraft Seating Cpacity
9. Air Cargo Freight
10. Market Share for the Airport's Top 20 Markets
Financial Tables
1. Reconciliation of Historical Financial Results
2. Historical Financial Results
3. Historical Non-Airline Revenues
4. Project Non-Airline Revenues
5. Historical Maintenance and Operating Expenses -Airside Cost Center
6. Projected Maintenance and operating Expenses-Airside Cost Center
7. Historical Maintenance and Operating Expenses -Terminal Cost Center
8. Projected Maintenance and Operating expenses -Terminal Cost Center
9. Historical M&O Expenses - Landside
10. Projected M&O Expenses- Landside
11. Historical M&O Expenses- Indirect
12. Projected M&O Expenses - Indirect
13. Historical M&O Expenses -Total
14. Projected M&O Expenses -Total
15. Fund Accounts, Coverage & Interest Income
16. Calculation of PFC Revenues
17. PFC Revenues and Coverage Calculation
18. Projected Cash Flow and Airline Payment Requirements
19. Airline Cost per Enplaned Passenger
20. Debt Service Coverage
Deliverables: Contractor shall provide eight (8) draft copies of the Consultant's report for review by
City. Ten (10) bound copies of the Final Report shall be provided along with one (1) loose leaf copy
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and one copy in electronic format. Electronic format shall allow City to update the data and run its
own Final Reports.
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(1) Section 5.3 Performance Bond requirement is hereby deleted.
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
Contractor shall be compensated monthly based on the percentage of work completed in
each of the following nine (9) task areas: (Note that the total of$82,200 is a "not to exceed"
amount.)
Labor Hours & Hourly Rate
Task Principal Support
No. Task $ 180 $ 100 Total Total $
1 Consultant's Letter 16 4 20 $ 3,280
2 Introduction- Summary of Financing 8 4 12 1,840
3 Airport Capital Improvement Program 8 24 32 3,840
4 Air Service Area 24 40
5 Economic Base for Air Transportation 46 80 128 16,640
6 Air Traffic Analysis and Forecast 40 60 100 13,200
7 Financial Analysis 60 120 180 22,800
8 Financing Team Meetings 40 40 7,200
9 Rating Agencies/insurance
Company Meetings 40 - 40 7,200
Total Labor Hours & $ 284 332 552 $ 76,000
Misc. Expenses (1) $ 3,800
Travel Expenses (2) $ 2,400
Total Proposed Budgetl $ 82,200
1. 50/6 of labor costs; represents telephone, facsimile, copying, postage, printing and other
misc. direct expenses.
2. Represents 1 trip to New York by 2 principals for 2 days/trip @$1,200/trip/person -include
meals and ground transportation.
All direct costs will be billed at"actual".
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Contractor shall proceed within ten (10) days of the "Notice to Proceed." The Draft Report
shall be completed within ninety(90) days of"Notice to Proceed." The Final Report shall be
completed within 30 days of final review comment submittals from the City and its financial
team members (Financial Analyst, Underwriter, and Bond Counsel).
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