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HomeMy WebLinkAbout04535 - VSA AIRPORTS FAA GEODETIC SURVEY MO7121 Page: 1 Report' Expired Contracts: Oldest Date= / / and XREF=AIRPORT-Summary January 8, zooa Contract Number Description Approval Date Expiration Date Closed Date A4023 Airport Residential Sound insulation Program Phase 2 11f04/1998 1 l � Contractor:C.Kell -Smith Assoc., Inc. Insurance Status: Certificate and Policies areOK \/\\ XREF: AIRPORT 7jICC apex) \/ Service: In File v� �JQtit' A4284 Airport Master Plan Update/Environment 10/04i2000 101017MW ACC Contractor:Coffman Associates Insurance Status: Certificate and Policies are OK lV XREF:AIRPORT Sjl, pc-Y Service: In File pt-410 A4320 Airport Window Cleaning, $36,000 12/20/2000 12/01/2003 C LO ✓ Contractor:Dad &Sons Insurance Status:A policy has Expired. �a/3 XREF:AIRPORT Service: In File A4535 Geodetic Survey Pilot Program' 07/17/2002 07/01/2003 (2 LDS67� f Contractor:V S A Airports Insurance Status: lv XREF:AIRPORT ! Service: In File A4598 Airport Consultant-Bond Financing 11/26/2002 1 U044299 3 �f Contractor:Si Partners, Inc. Insurance Status: XREF:AIRPORT S 77LL ©PCV _ 2 Service: in File (J�J A4645 Security Guard Services Palm Springs Airport 02/19/2003 12/01/2003 CCL03,L� Contractor.O'linn Executive Security Insurance Status: �+ XREF:AIRPORT al� Service: In File A4674 Airport Terminal Access Roadway Security Reconfigure 03/26/2003 18/94f2e931j&A)E 1 Contractor,.Yeager Skanska, Inc. Insurance Status: XREF:AIRPORT 57-ILL OPE71] C?�j Service: In File (� VSA Airports Consulting AGREEMENT #4535 CITY OF PALM SPRINGS M07121, 7-17-02 PROFESSIONAL SURVEYING/CONSULTING SERVICES FOR THE FEDERAL AVIATION ADMINISTRATION (FAA) NATIONAL GEODETIC SURVEY PILOT PROGRAM AT THE PALM SPRINGS INTERNATIONAL AIRPORT S CONTRACT SERVICES AGREEMENT (herein"Agreement"), is made and entered into this dE f +a J 200E by and between the CITY OF PALM SPRINGS, a municipal , (her in 'C ty") and VSA AIRPORTS, Inc. , (herein "Contractor" or "Engineer"). 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 evert of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 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 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. VSA Airports Geodetic Survey Agreement Page I of 21 ' a-ij -in,IA;l� ul lh 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$169880 (herein"Contract Sum"), except as provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 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 VSA Airports Geodetic Survey Agreement Page 2 of 21 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 Majeure. 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 (Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: VSA AIRPORTS Rodger Sheraton 255 N El Cielo Road, #419 Palm Springs, CA 92262 (760)318-0200 FAX (760)318-0838 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. VSA Airports Geodetic Survey Agreement Page 3 of 21 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 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. 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. 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: (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 VSA Airports Geodetic Survey Agreement Page 4 of 21 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 against the City, its officers, employees and agents, and their rbspective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance,endorsements orappropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance,endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the 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; VSA Airports Geodetic Survey Agreement Page 5 of 21 (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 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 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. VSA Airports Geodetic Survey Agreement page 6 of 21 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 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 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 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 default within ten(10)days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor(whether or not arising out of this Agreement) (i)any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (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 VSA Airports Geodetic Survey Agreement Page 7 of 21 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 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 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(zero)$0.00 as liquidated damages foreach 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 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 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 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 VSA Airports Geodetic Survey Agreement Page 8 of 21 equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City 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. VSA Airports Geodetic Survey Agreement Page 9 of 21 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. VSA Airports Geodetic Survey Agreement Page 10 of 21 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: _a municipal corporation B B City Clerk City Manager 9 Agreement over/tuW-er $25,000 APPROVED AS TO FORM: Reviewed and approved by (� Procurement & Contracting By: Initials. Date City Attc ey P.O. Numbei CONTRACTOR: Check one:_Individual_Partnership_Corporation Corporations require t"yKottirizecl signatures: One from each of the following: A. Chairman of Board,President,or any Vice President:AND B.Secretary,Assista Se e/ettary,Tr re , Ssistan Treasurer,or Chief Financiiaal,officer). g gy. �tA ey. ig/nature (notarizeed) / Signature(notarized) Name: �GF Ed.�G�,¢��7ow Name: Title: vof/C��r7� Title: State of t?fl LiFB N/A}} Ste Le of f 241m"Cdf) q County of I r Qe tss County of 4,k r,"AC) Isp On q]02befareme, ��t'�M`l`l t✓� On / beforee me,- ,�-a'W1�-��.�vNNrti{rl", personally appeared Ro L?6ex s fGKr+,�" personally appeared !\(111rZ�(if �. ;&'I 't ('dm l personally known to me (or pfgvag to of personally known to me (or proved to me on the basis of satisfaeEeryevfd�)to be the person(s)whose name(s}is/area satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/s4e4hay executed the same in his/l;AAhelr authorized that he/she/they executed the same in his/her/their authorized capacity(iael, and that by his/beHtheir signature(s)-on the capacity(ies), and that by his/her/their signature(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(sa-acted,executed the instrument persons)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal p Notary Signature: A ' 6airb Notary Signatures, — Notary Seal: Notary Seal: JANET M. BUCK NaIWPubfic-Calffmla *Cmfm. C�2W4 � � 9.lssp Page 11 of 21 Airport Geodetic Survey Surveying/Consulting Services Exhibit A"-Scope of Services VSA AIRPORTS EXHIBIT"A" SCOPE OF SERVICES Attached to this agreement are the following U.S. Government documents: Attachment 1 - General Specifications for Aeronautical Surveys, Volume I - Establishment of Geodetic Control on Airports Attachment 2 - General Specifications for Aeronautical Surveys, Volume 11 - Airport Aerial Photography Attachment 3-General Specifications for Aeronautical Surveys,Volume III-Airport Ground Surveys Attachment 4- General Specifications for Aeronautical Surveys, Volume IV- Exchange File Format Attachment 5 - Runway End, Stopway End, and Displaced Threshold Identification for Surveyors Attachment 6 - Federal Aviation Administration no 405 - Standards for Aeronautical Surveys These documents are available via the Internet at http://www.ngs.noaa.gov/AERO/aerospecs.htm#volt. I. BASIC SERVICES This agreement shall be for professional surveying/consulting services for a period not to exceed one (1) year, or until the Federal Aviation Administration (FAA) National Geodetic Survey Pilot Program at the Palm Springs International Airport (PSP) has been completed. A detailed Scope of Services, included in this agreement or in the form of an amendment to this agreement, shall be prepared and agreed to by the parties on a project by project basis prior to the commencement of any work. 11. PROJECT TASKS A. Description 1. Airport Obstruction Chart (AOC)/LID - 545/PSP 2. AIRPORT: Palm Springs International Airport 3. CITY: Palm Springs 4. STATE: California B. General Instructions 1. This survey shall be accomplished in accordance with the requirements of the General Specifications for Aeronautical Surveys, dated November 2000. 2. These supplemental instructions list, explain or clarify specific requirements for this survey but do not change the requirements fo the General Instructions unless the change is authorized by the Director, National Geodetic Survey or his/her designated representative. Page 12 of 21 Airport Geodetic Survey Surveying/Consulting Services Exhibit "A"-Scope of Services VSA AIRPORTS C. Obstructions 1. Obstruction evaluation requirements follow: Runwa Obstruction Identification Surface (OIS) 31 L C (FAA Designated) 13L, 31R, 13R BV (FAA Designated) 2. Field photoidentification can be used for the location of obstructions between photocenters 99-XP-0382/0388, 0389/0392 and 0393/0397. The limits of the survey and the accuracy requirements are determined by the type of survey listed above. 3. The areas outlined in red on the quadrangle indicate obstructing ground and do not allow for elevated objects. The areas outlined in yellow indicate possible obstructing areas. These areas are shown for guidance only and are not to be construed as being the only areas in which obstructions could exist. D. Previous Surveys 1. Office evaluation of previous survey data reveals that: a. Station PSP E is designated as a PACS. The coordinates of this station were established in 2001. b. Stations PSP F and PSP G are designated as SACS. The coordinates of these stations were established in 2001. E. Control 1. Two (2) photoidentified horizontal control points and one (1) vertical control point are required within each of the six (6) areas outlined in red and blue on the enlarged photographic prints 99-XP-0387 and 0387. Control must conform to the specifications stated in the attachment 1 a. F. Runways 1. Conferwith the airport manager or the designated airport authority regarding all changes to the runway and provide the required data. 2. Profile levels are required for all runways. See Attachment 3 for additional information. 3. Runway end 13R has been extended since the last survey. G. Navigational Facilities 1. The navigational aids serving this airport are to be tied to the PACS and SACS. 2. Furnish the required data for the following: a. The facilities located on the airport. Page 13 of 21 Airport Geodetic Survey Surveying/Consulting Services Exhibit A"-Scope of Services VSA AIRPORTS b. The VORTAC PSP; refer to the Cathedral City quadrangle. C. The ASR PSP located on the airport and plotted on the field plot(see the 1994 Field Report for additional information. H. Advisory Information 1. Upon inspection of the airport, if any reason exists to postpone/cancel this survey, notify the Field Operations branch. 2. The airport name has changed since the last survey. I. Project Completion Report, Final Data Delivery and Completion Meeting 1. Once all deliverables have been accepted by the NGS, the final Project Completion Report and Final Data Delivery will be submitted to NGS and the AIRPORT. Included in the Project Completion Report will be an evaluation of the various instructional Volumes with a focus on Volume III. A Project Completion Meeting will be held to discuss the success of the project and consider any suggestions that would improve deliverables or the performance of airport surveys in the future. Page 14 of 21 Airport Engineering Services Exhibit`B"-Special Requirements VSA AIRPORTS EXHIBIT "B" SPECIAL REQUIREMENTS Section 4.3 Prohibition Against Subcontracting or Assignment. This section is amended as follows: A. As outlined in the Engineer's response to Requestfor Statements of Qualifications and Letters of Interest (SOQ 11-02)to provide Professional/surveying/consulting Services for the Federal Aviation Administration (FAA) National Geodetic Survey Pilot Program at the Palm Springs International Airport, VSA AIRPORTS, Inc has identified and the City approves use of the following sub-consultants: 1. EDC Consultants - Survey 2. GeoNav Satellite Systems - GPS Technical Advisor/Instrumentation 3. TMR Associates - Aerial Photography Section 5.3 Performance Bond shall not apply to this agreement. I: TITLE VI ASSURANCES A. During the performance of this agreement, the Engineer, for itself,, its assignees and successors in interest (hereinafter referred to as the "Engineer" agrees as follows: 1. Compliance with Regulations. The Engineer shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation (hereinafter "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this agreement. 2. Nondiscrimination. The Engineer, with regard to the work performed by them during the agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Engineer shall not participate either directly or indirectly in the discrimination prohibited by Section 2.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 4. Information and Reports. The Engineer shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Engineer shall so certify to the City or the FAA, Page 15 of 21 Airport Engineering Services Exhibit`B"-Special Requirements VSA AIRPORTS as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance. In the event of the Engineer's noncompliance with the nondiscrimination provisions of this agreement, the City shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to withholding of payments to the contractor under the contract until the contractor complies. II. MINORITY BUSINESS ENTERPRISE (MBE) ASSURANCES A. It is the policy of the Department of Transportation (DOT) that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 apply to this agreement. B. The Engineer agrees to ensure that minority business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Contractors shall not discriminate on the basis of race, color, or national origin, or sex in the award and performance of DOT assigned contracts. III. CITY'S RESPONSIBILITIES A. The City shall make available to the Engineer all technical data that is in the City's possession including maps, surveys, property descriptions, borings, and other information required by the Engineer and related to his work. B. The City agrees to cooperate with the Engineer in the approval of all plans and specifications, or should they disapprove of any part of said plans and specifications, shall make a decision timely in order that no undue expense will be caused the Engineer because of lack of decisions. If the Engineer is caused extra drafting or other expense due to changes ordered by the City after the completion and approval of the plans and specifications, the Engineer shall be equitably paid for such extra expenses and services involved. C. The City shall pay publishing costs for advertisements of notices, public hearings, requests for bids, and other similar items; shall pay for all permits and licenses that may be required by local, state, or Federal authorities; and shall secure the necessary land, easements, rights-of- way required for the project. D. The City shall make available to the Engineer all technical data that is in the City's possession including maps, surveys, property descriptions, borings, and other information required by the Engineer and related to his work. V IV. ENGINEER'S RESPONSIBILITIES A. The City and the FAA or any of their duly authorized representatives shall have access to any books, documents, papers, and all other records which are directly related to this project(s)for the purpose of making audit, examination, excerpts, and transcriptions. Page 16 of 21 Airport Engineering Services Exhibit "B"-Special Requirements VSA AIRPORTS B. The Engineer agrees to comply with Federal Executive Order No. 11246, entitled, "Equal Employment Opportunity",as supplemented in Department of Labor Regulations(41 CFR,Part 60)if this"agreement"exceeds$10,000'Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 USC 317-330)as supplemented by Department of Labor Regulations (29 CFR, Part 5)if this"agreement"exceeds$25,000;and all applicable standards,orders,and regulations issued pursuant to the Clean Air Act of 1970 if this "agreement exceeds $100,000. C. Incorporation of Provisions 1. The Engineer shall include the provisions of Sections I and II of the Regulations in every subcontract including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Engineer shall take such action with respect to any subcontract or procurement as the City or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or suppliers as a result of such direction, the engineer may request the City to enter into such litigation to protect the interests of the City and, in addition, the engineer may request the United states to enter into such litigation to protect the interests of the United States. V. AVIATION SECURITY A. Prior to being granted access to certain secured areas of the Airport, the Engineer and all associated sub-consultants shall successfully complete a fingerprint based Criminal History Records Check (CHRC) in accordance with 49 CFR 1542.209 and/or the Airport Security Program (ASP). B. The Engineer shall provide to the City airport prior to the commencement of construction, a letter authorizing an individual(s) to approve the issuance of security badges. C. All Contractor personnel who require access to certain secured areas of the Airport must obtain, and conspicuously display on their person at all times when they are within these areas, an Airport issued security identification badge, as outlined in the ASP. The appropriate badge may be obtained at the Airport Operations Center located in the terminal building. D. Identification badge and vehicle permit fees for the Engineer and associated sub-consultants are hereby waived. E. Once the CHRC has been successfully completed,the Engineer and associated sub-consultant must satisfactorily complete a required 2 hour training class on airport security. Attendance of the class and subsequent issuance of the security identification badge may take longer than 2 1/2 hours per person. F. Vehicles to be utilized by the Engineer and associated sub-consultants that required access to certain secured areas of the Airport are required to have conspicuously posted on said vehicle a vehicle permit issued by the City. This vehicle permit shall hold the Engineer responsible for both the vehicle and all personnel within the vehicle while the vehicle is on airport property. All vehicles in full view, and at all times, a 3 foot by 3 foot flag with 1 foot checks of international orange and white. During nightime hours, an amber rotating beacon is required. Page 17 of 21 Airport Engineering Services Exhibit "B"-Special Requirements VSA AIRPORTS G. All violations of Airport security are also violations of the City of Palm Springs Municipal Code 11.33.052. Any such violation may result in arrest, the issuance of a citation and/or the immediate revocation of access privileges. Page 18 of 21 Airport Engineering Services Exhibit "C"- Schedule of Compensation VSA AIRPORTS EXHIBIT "C" SCHEDULE OF COMPENSATION I. HOURLY RATES AND BILLING PROCEDURES A. Listed Rates are inclusive of labor overhead, administrative costs and profit. All costs shall be billed based on the hourly rates listed below and based upon the percentage completion of each task as verified and approved by the Contract Officer. Task Specific Compensation, as noted in this Exhibit may be shifted from one task to another, provided that the total project cost shall not exceed $169,880 and with the approval of the Contract Officer. B. Reimbursable Costs 1. Company and personal automobiles will be billed at the rate of $35.00/Day (2-wheel drive), $55.00/Day (4-wheel drive when needed to perform the work and authorized by City) and $0.35/Mile. 2. Rental Automobiles and out-of-town (outside the Coachella Valley) expenses will be at actual costs not to exceed $300.00/Day. 3. Subcontracted Services and/or firms not identified within this agreement will be billed at actual costs, plus 10 percent. C. VSA AIRPORTS, Inc Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $110.00/hr Senior Design Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00/hr Design Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90.00/hr Project Engineer/Construction Coordinator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $80.00/hr Engineering Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00/hr Graphics/CADD Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00/hr Clerical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50.00/hr D. EDC Consultants Il. TASK SPECIFIC COMPENSATION A. Description B. General Instructions C. Obstructions 1. Aerial Topographic Mapping, 1" = 2600. . . . . . . . $15,360 a. GPS horizontal and vertical control b. Aerial photography and photographs C. Supervision and coordination d. NGS documentation/exchange format e. Obstruction location f. Special equipment Page 19 of 21 Airport Engineering Services Exhibit "C"-Schedule of Compensation VSA AIRPORTS 2. Aerial Topographic Mapping 1" = 1000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21,120 a. GPS horizontal and vertical control b. Aerial photography and photographs C. Supervision and coordination d. NGS documentation/exchange format e. Obstruction location f. Special equipment D. Previous Surveys E. Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $62,400 1. Geodetic Survey Control a. GPS ties to CORS and HPGN b. Supervision and coordination C. NGS documentation/Blue Book format d. Calibrate EDMI e. Special Equipment F. Runways . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $36,000 1. Runway Profiles/Location a. GPS horizontal and vertical control b. Conventional horizontal and vertical measurements C. Supervision and coordination d. NGS documentation e. Special equipment G. Navigational Facilities H. Advisory Information I. Project Completion Report, Final Data Delivery and Completion Meeting . . . . . . . . $35,000 1. Critique - Airport Ground Surveys, Volume III a. Document review and report b. Supervision and coordination 2. Project Reports 3. Obstruction Chart TOTAL COST $169,880 Page 20 of 21 Airport Engineering Services Exhibit "D"-Schedule of Performance VSA AIRPORTS EXHIBIT "D" SCHEDULE OF PERFORMANCE The services contemplated in this Agreement and assigned to the Engineer to complete shall commence within 10 days from the "Notice to Proceed" date and shall be completed based upon the time lines mutually agreed upon between the City and the Engineer. This project shall be completed in 120 calendar days. N:VAgreements\Engineering\VSA_Airport Geodetic Survey 2002.wpd Page 21 or 21 ACORD, CERTIFICA-00F LIABILITY INSURA&E °0510812o z PRODUCER Serial# B1242 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION P,P,I,B, ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2244 W. COAST HWY., SUITE 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. NEWPORT BEACH, CA 92663 LICENSE NO. 0641361 INSURERS AFFORDING COVERAGE INSURED VSA AIRPORTS, INC. INSURERA, ASSURANCE CO OF AMERICA/ZURICH 255 N. EL CIELO RD.,SUITE 419 INSURERS. AMERICAN MOTORISTS INS CO PALM SPRINGS,CA 92262 INSURERC: WESTPORT INSURANCE CORP INSURER M INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1000000 A X COMMERCIALGENERALLIABILITY 37900249 04118/12 04/18/03 FIRE DAMAGE(Any one fire) $ 1000000 CLAIMS MADE FX OCCUR ME EXP(Any one person) $ 10000 PECSONAL A ADV INJURY $ 1000000 GENERALAGGREGATE $ 2000000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2000000 X POLICY PRO- JECT LOC AUTOMOBILE LIABILITY 37900249 04/18/02 04/18/03 COMBINED SINGLE LIMIT $ 1000000 A ANY AUTO (Ea accident) ALL OWN ED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) -- PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANYAUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS LIABILITY EACH OCCURRENCE $ 2000000 A X OCCUR CLAIMS MADE 37900249 04/18/02 04/18/03 AGGREGATE S 2000000 $ DEDUCTIBLE X RETENTION $O WORKERS COMPENSATION AND 7BG10803300 04/18/02 04/18/03 X WC STATU- OTH- B EMPLOYERS'LIABILITY TORY LIMITS ER EL EACH ACCIDENT $ 1000000 1.L OSEiv4E-EA EMPLOYEE $ 1000000 E.L.DISEASE-POLICY LIMIT $ 1000000 OTHER C PROFESSIONAL LIABILITY AEPL102357-1 04/18/02 04/18/03 LI: $1,000,000/$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONWEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS PROFESSIONAL LIABILITY LIMIT IS PER CLAIM/POLICY AGGREGATE CERTHOLDER IS NAMED AS ADDITIONAL INSURED ON GENERAL LIABILITY POLICY-SEE ATTACHED ENDORSEMENT ALL ENGINEERING OPERATIONS INCLUDING BUT NOT LIMITED TO PALM SPRINGS INTERNATIONAL AIRPORT PROJECT CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION PALM SPRINGS INTERNATIONAL AIRPORT DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN ATTN:MR. MIKE WILLIAMS, DEPUTY DIR-OPERS. NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 3400 E.TAHQUITZ CANYON WAY, SUITE OFC IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR PALM SPRINGS,CA 92262 REPRESENTATIVES. HORIZED REPRESENTATIVE ACORD 25-S(7/97) q Q ACORD CORPORATION 1988 • • POLICY NUMBER: 37900249 (11-85) 5) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 1185 ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: PALM SPRINGS INTERNATIONAL AIRPORT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an Insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that Insured by or for you. XCG2o10 Copyright. Insurance services Office, Inc., 1984 Client ,: 64855 VSAAIRP ACORD„, CERTIFICW OF LIABILITY INSUf� NCE os��zio3 PRODUCER THIS CERTIFICATE IS-'ISSUED AS A MATTER OF INFORMATION PPIB/Aris Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2244 West Coast Highway,Wa Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR g yr ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Newport Beach, CA 92663-1513 949 729-0777 INSURERS AFFORDING COVERAGE INSURED NSURERA Assurance Company of America VSA Airports, Inc . INSURERS: American Motorists Insurance Co . 255 N. El Cielo Road #419 INSURERc Lloyds of London Palm Springs, CA 92262 INSURER INSURER E: e � COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rPOLICY EFFECTIVE POLICY EXPIRATION ON LTR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY DATE(MMIDD/YYI LIMITS A GENERAL LIABILITY PAS37900249 04/18/03 1104/18/04 EACH OCCURRENCE _ $1, 00O 000 I COMMERCIALGENER�AqLL�IABILITY FIRE DAMAGE(Anyone lire) $1, 000, 000 CLAIMS MADE L"J OCCUR MED EXP(Any one person) _ $1 0 , 000 _ PERSONAL N AOV INJURY $1 OOO 000 X 1OCP GENERAL AGGREGATE_ $2 , 0 0 0, O O O G E N'LAGG R EGATE L IM IT APPL IES PER: PRODUCTS -COMP/OP AGG $2 , 000,_OOO 1i X PRO- ( POLICY F JECT LOG A AUTOMOBILE LIABILITY PAS37900249 04/18/03 I04/18/04 COMBINED SINGLE LIMIT $1 , 000 , 000 ANY AUTO (Ea ancidenO X IALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIREDAUTOG Y� BODILY INJURY X NON-OWNED AUTOS (Per aoc dent) $ PROPERTY DAMAGE $ (Peraccidenl) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT 5 ANY AUTO THAN EA ACC_ S AUTO ON AUTO ONLY AGO S _E_%CE55 LIABILITY EACH OCCURRENCE _ 5 OCCUR CLAIMS MADE -AGGREGATE____ 5 _ $ ' DEDUCTIBLE 'I $ RETENTION $ 5 WC STATU- OTH- B WORKERS ON AND 72G10803301 04/18/03 04/18/04 X TORV LIMITS-..,__— ER EMPLOYERS'LIABILITY E L.EACH ACCIDENT $1 0 0 0 000 EL DISEASE-EAEMPLOYEEI$1, 000 , 000 EL DISEASE-POLICYLIMIT $1, 000 , 000 C OTHER Professional FW358300002 04/18/03 04/18/04 1, 000 , 000/1, 000 , 000 Liability DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS PROFESSIONAL LIABILITY LIMIT IS PER CLAIM/POLICY AGGREGATE .ALL ENGINEERING OPERATIONS INCL BUT NOT LTD TO PALM SPRINGS INT' L AIRPORT PROJECT. CERTHOLDER IS NAMED AS ADDITIONAL INSURED ON GEN LIAB POLICY-SEE ENDT CERTIFICATE HOLDER ADDRRONALINSURED;INSURER LETTER: CANCELLATION SHOULD ANYOFTH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TH E EXPIRATION PALM SPRINGS INTERNATIONAL DATETHEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAIL3_0 DAYSWRITTEN AIRPORT NOTICETOTHE CERTIFICATE HOLDERNAMEDTOTHELEFT,BUTFAILURE TODOSOSHALL ATN:MIKE WILLIAMS, DEPUTY DIR-OPS IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURE TITS AGENTS OR 3400 E TAHQUITZ CANYON WY #OFC REPRESENTATIVES. PALM SPRINGS, CA 92262 UT,ryORIZED REPRESENTATIVE I -A 1��y 'L ACORD25-S(7/97)1 Of 2 #S241719/M241716 _ J SLY © ACORD CORPORATION 1988