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A4209 - CONSOLIDATED ENGINEERS AIRPORT R 19763
__ • Consolidated Eng & Constructor • Airport Eng Services AGREEMENT #4209 REIM #1 M06800, 2--21-01 AMENDMENT NO. 1 AGREEMENT NO. 4209, AIRPORT ENGINEERING SERVICES THIS FIRST AMENDMENT to Agreement No 4209 for Contra Services, (herein Agreement") made and entered into on the day of &z 2001, by and between the CITY OF PALM SPRINGS (herein "City")and Consolidat d ngineers & Constructors (herein "Contractor"), (The term Contractor includes professionals performing in a consulting capacity-), is hereby effective February 21, 2001, as follows: The "Contractor" has been retained to perform airport engineering services for the City of Palm Springs, Department of Aviation (AIRPORT), which operates the Palm Springs International Airport. Exhibit"A"Scope Of Services. Exhibit"C"Schedule of Compensation, Exhibit"D"Schedule of Performance (all figures are Lump Sums): Any and all Project Descriptions in the above noted Exhibits shall be amended as follows: Original Description: 500 KW Terminal Emergency Generator Revised Description: 1250 KW Terminal Emergency Generator Exhibit "C" Schedule of Compensation (all figures are Lump Sums): Part C, General Consulting Services - PROJECT SPECIFIC COMPENSATION Project #2 1250 KW Terminal Emergency Generator - DESIGN ENGINEERING & TOPOGRAPHIC SURVEYS Original Allowance: $23,700.00 This Amendment: $40,000.00 New Project Allowance: $63,700.00 Project #3 Reconfigure Airfield Vault/New Generator - DESIGN ENGINEERING & TOPOGRAPHIC SURVEYS Original Allowance: $45,800.00 This Amendment: ($40,000.00) New Project Allowance: $5,800.00 OaWordPerfectVAgreements\Consolidated_Amendment 1 Feb 2DOl.wpd Consolidated Engineers&Constructors Amendment#1 Page 1 of 2 Except as specifically worded herein, all terms and conditions of the Agreement shall remain in full force and effect and performance of services under the Agreement shall be governed by the provisions of the Agreement- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS, a municipal corporation ATTEST: By: City M ger City Clerk APPROVED AS TO FORM: (Check one: _ Individual _ Partnership ,- Corporation) City Attorney CONTRACTOR: (NOTARIZED) �Signatu�e Print NameName & Title By LJPA1.rva a/ C';, A, J (NOTARIZED) ��S-gnature Print Name & Title Mailing Address: © Qax (Corporations require two signatures:One from each of the following: A. Chairman of Board, President, any Vice President: AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief (END OF SIGNATURES) Financial Officer). Page 2 of 2 MINUTE ORDER NO, APPROVING AMENDMENT#1 TOAGREEMENT NO.4209 WITH CONSOLIDATED ENGINEERS&CONSTRUCTORS FORAIRPORT ENGINEERING SERVICES SY MODIFYING THE SCOPE OF SERVICES AND SCHEDULE OF COMPENSATION. THERE IS NO MONETARY IMPACT ASSOCIATED WITH THESE CHANGES. I HEREBY CERTIFY that this Minute Order approving Amendment #1 to Agreement No. 4209 with Consolidated Engineers&Constructors for airport engineering services by modifying the scope of services and schedule of compensation.There is no monetary impact associated with these changes, was adopted by the City Council of the City of Palm Springs, California in a meeting thereof held on the 21" day of February, 2001, PATRICIA A SANDERS City Clerk State of - C P��,/J�[�jL�-L� RIGHT THUMBPRINT(Optional) County of J- On / d ,o before me(4) [���— (DATe 64NAMEJTITLE OF OFFICER-,.e,'JANE DOE,NOTARY PUBLIC-) d 0 personally appeared INAME(S)OF SIGNER S)1 CAPACITY CLAIMED BY SIGNERS) Ls.=l� � ❑INDIVIDUAL1S) ❑CORPORATE SI PAP -OR- proved to me on the OFFICERI ,TITUS, basis of satisfactory ❑PARTNER(S) ❑LIMITED evidence to be the ❑GENERAL p� persQp(s) whose name(s) ❑ATTORNEY IN FACT JOANNPETERSEN subscribed to the } Ln r rs ar eJ otausTEE(s) a Coislon t 112C641 wI in instrument and 9GUARD)ANICONSERVATOR IN Tmm PI brc-corifa-nic t acknowl,84,ged to me that ❑OTHER: Son B,-na;ffnoCounty thr;. executed _ My Comm.P resApr13.2M1I> same In h+s e the' ' .'�d-"i�1E�---��•�, -e_.�,� authorized capacity i ,�y SIONER IS REPRESENTING: .imrr- and that b e if r.(Name of Peen(it)at Enntyhq e signature(s) on th instrumentthe person(s), or the entity upon behalf of which the person(s) acted, executed the RIGHT THUMBPRINT IOptinnap instrument. Witness my hand and official seal. ry x 3 is a (SEAL; (SIGNATURE OF NOTARY) CAPACITY CLAIMED BY SIGNERIS) ❑INDIVIDUAL(S) ❑CORPORATE ATTENTION NOTARY OFFICER(S) The information requested below and in the Column to the right is OPTIONAL. IrITLE51 Recording of this document is not required by law and is also optional. It Gould, however, prevent fraudulent attachment of this certificate to any ❑PARTNER(S) ❑LIMITED unauthorized document. ❑GENERAL IN FACT THIS CERTIFICATE Yrcle or Type of Decument /_.f'�/.fC�r'��L'L!��' / CITRUSTEE S) MUST BE ATTACHED / ©GUARDIAN/CONSERVATOR TO THE DOCUMENT Number of Pages�Date of Document [ J3�/ ❑OTHER: DESCRIBED AT RIGHT. Al Signer(-)Other Than Named Above SIGNER IS REPRESENTING: (Nam.of Perton(aI or Enray(ieq WOLCOTTS FORM 00240 R.Y.9-9A ImICo d.sa e•2q ®I SSa WOLCOTTS FORMS,INC ALL PURPOSE ACKNOWLEDGMENT WITH SIGNER CAPACITY/REPRESENTATIONITWO FINGERPRINTS 7 III67775 6324 a M E M O R A N D U M DATE: March 19, 2001 TO: Engineering-Margo FROM: Office of the City Clerk RE: Amendment#1, A4209 CC: File Attached please find two copies of Amendment#1 for contract services with Consolidated Engineers & Constructors, approved by the City Council on February 21, 2001, by Minute Order 6800. Please forward one copy to the contractor. I have retained one copy for our files and forwarded a copy to Finance. ,fah /- Barb cc: Finance Procurement Consolidated Svcs Engineers • & Constructors, Inc. Airport Engineering Services AGREEMENT #4209 R19763, 4-5-00 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR TH CONTRACT SERVICES AGREEMENT(herein"Agreement"), is made and entered into this Ation, day of , 20 pt, by and between the CITY OF PALM SPRINGS, a municipal corpo (herein" try an ONSOLIDATEA SERVICES ENGINEERS&CONSTRUCTORS,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 maybe 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 die 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 solo 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 die 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 sire, Contractor warrants that Contractor has or will investigate the sire 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 unlmown 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 Panics- 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 parry shall be responsible for the service of the otber- 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 die Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a nM76/o99999-30 m60684,$6/�d/96 1 Revved:09/01/99 i • written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i)the Contract Sum, and/or (b) 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 525,000; 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 Exhib it "E" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "E" and any other provisions of this Agreement, the provisions of 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 One Million Two Hundred Twenty Four Thousand Six Hundred($1,224,600.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (tr) 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(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 32 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City,if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay_ The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. F52276109999?30001R160694.2 6114M6 2 Rw..d:09/01/96 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 four(4)years from the date hereof, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as bring 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: Yvette Dube, President Consolidated Services Engineers &Constructors, Inc. P.O. Box 2848 Palm Springs, CA 92263 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 nor be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Comract 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 heremider 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 orAssignment. 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 wi th 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 surely 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 m 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 maybe 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 62. 4.4 IndependentContractor. 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 ro 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. F=76/099999.9000P 160686,16/14/96 Revised:OWN/ g 3 • i 5.0 INSURANCE, INDEMNITICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, al 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) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis- The policy of insurance shall be in an amount not less than either (i) a combined single limit of$1,000,000 for bodily injury, death and property damage or (ii) bodily injury limits of$500,000 per person, $1,000,000 per occurrence and$1,000,000 products and completed operations and property damage limits of$500,000 per occurrence. If the Contract Sum is greater than$100,000,the policy of insurance shall be in an amount not less than$5,000,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss,claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of$500,000 per person and$1,000,000 per occurrence and property damage liability limits of$250,000 per occurrence and$500,000 in the aggregate or(il)combined single limit liability of$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars- (d) Additional insurance, Politics of such other insurance,including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. 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 or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. All certificates shall name the City as additional insured(providing the appropriate endorsement),be signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice: "CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that the provisions of this Section 5,1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. ha the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 52 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 H2m61099999-3"121 0(6d.2 6(l4/90 4 Revised 0101/98 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 Ciry, its officers, agents, and employees harmless therefrom; (c) In the event the City,its officers,agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk,which secures the faithful performance of this Agreement,unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency_of Incurcr nr_Sumly., Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better,unless such requirements are waived by the City Manager or designee of the City("City . Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City,the Contractor agrees that the minimum limits of the insurance policies and the performance bond 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 die 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 sball be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without FSM76M99993M)nI U.26114196 Revised:09=98 5 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 subcon ractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings,specifications,reports,records,documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county,and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disimies. In die 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 parry 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 parry; provided that if die 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 Punch. Contractor hereby authorizes City to deduct from any amount payable to Contractor(whether or not arising our of this Agreement)(i)any amounts die 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 nondefaulting parry on any default shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring die parry'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 parry 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 parry_ 7.6 Legal Action. In addition to any other rights or remedies, either parry 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 Daman. 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 for each working day of delay in the performance of any service required hereunder, as F=76MM99-300 nM6M26114M6 RevMa M01198 6 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 fallowing 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 upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City,the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer rhereaRei in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initialed 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' Pees. 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, die 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 casts 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 O � + CERS AND EMPLOYEES: NON-DISCI L%"ATION 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 MISCELLA.NEOIIS 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 rho case of the City, to the City Manager and to the attention of the FS:n76/0M99-3000f216 U-261IV96 7e v.ecd,OlolJ98 Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either patty 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 Tntemr_etacion. 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 Inteexation; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cauccls 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 SeyerabiliCY_- 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 uncnforceability 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 patty,(iii)by so executing this Agreement,such party is formally bound to the provisions of this Agreement, and(iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (Signatures on following page) FSM76M99999-30002160684.2 6114196 g ae,.d:09/01/96 IN WITNESS WHEREOF, die parties have executed and entered into this Agreement as of the date first written above. ATTEST: CITY OF PALM SPRINGS, CALMORNIA y Clerk City Manager n APPROVED AS TO FORM: CONTRACTOR- city Atta CnnSolidare[!Services Cn�ineers&Constructors. Inc. (Chuck One: _individual, �artnersltip, X corporation) (NOTARIZED) By: Signature ` vette Dube' , President Print Name and Title �1 (NOTARIZED) By: dY 1 rn X(�I lgnarure Se nnette Dube' , Secretary Print Name and Title Mailing Address: P.O. Box 2849 Palm Sorim s. CA 92263 (Curporalmns•ruyuire two 9ignatut t5; One from each of the following A Chairman of Board,Presidcm,any Vice Presidcm:AND B.Sccrcrary,Assistant Secretary,Treasurer,Assistant Treasurer or Chief Financial Officer) (END OF SIGNATURES) A PROVED BY THE C[Ty CCU' N' C9 FS219761099999-300012l60686 2 6IIA196 9 Ri,,�td.09101/98 EXHIBIT "A" SCOPE OF SERVICES BASIC SERVICES This contract shall be for airport engineering services for a period of three(3)years on an as needed basis. The scope of work contemplated under this Agreement is for engineering services for improvements 10 the Palm Springs International Airport. A detailed Scope of Services shall be prepared and agreed to by the parties on a project by project basis prior to the commencement of any work. The project specific Scope of Services shall include the maximum fee to be paid for the specific project as well as a Schedule of Performance for the specific project. Said improvements may include,but are not limited to, the following items: Project Description Rehab/reconstruct TXWY "W", Lighting &Markings &Drainage 500 KW Terminal Emergency Generator 3. Reconfigure Airfield Vault and New Airfield Generator 4. Erosion Control/Wildlife Mitigation(Adjacent Millionaire Ramp) 5. Relocate Segmented Circle The services to be provided by Engineer shall be determined on a project by project basis as provided above. II. DESIGN ENGINEEN NG A. Preliminary Studies (All Items) I. As requested, assist the City in the preparation of the Preapplication,prepare The Program Sketch Program Narrative and engineer's estimate, and assist the City with the required Statements and Notifications,the environmental documentation and the State and Regional reviews, as required; 2. Consult/Coordinate with airport users, Federal Aviation Administration (FAA), airport staff, city, county and other interested parties; and 3. Review, revise as necessary, the airport drawings which provide the basis for the project design. B. Design(All Items) 1. Prepare preliminary plans, specifications, contract documents, and cost estimates for the design, to be approved by the City and certified to the FAA; 2. Provide acceptable Airport Layout Plan and associated drawings, as required; 3. Prepare and submit final plans,specifications,and contract documents for approval by the City and certified to the FAA prior to advertising for bids; 4. Prepare a design Engineer's Report,including estimates of final quantities and construction costs, which will be submitted with the final plans and specifications to the City and the FAA; 5. Prepare or assist in the preparation of the Application for Federal funds and the Property Map. 6. Coordinate the establishment of bid proposals into schedules to allow flexibility of award to match the funds available; 7. Provide complete sets of approved plans, specifications, and contract documents for the bidding of the project; 10 S. Arrange for and conduct Pre-bid for Conference and Job showing; 9. Assist with the bid opening and processing of bid documents, and make recommendations to the City for award of contract schedules; and 10. Perform miscellaneous engineering services as requested by airport management, 11. Redesign the project or adjust the scope via the use of bid schedules at no additional cost if project bids are higher than the approved budget. III. TOPOGRAPffiC SURVEY'S () or)Design) Perform topographic surveys of proposed constructions areas, as required, for design. IV. FIELD ENGINEERING Arrange for and conduct Pre-Construction Conference. Provide complete resident engineering coordination of the construction work with sufficient qualified inspectors who shall be present during all construction operations to observe that construction is accomplished in accordance with the plans and specifications. It is expressly understood that the term"engineering coordination"does not mean that the Engineer will assume any responsibility that usurps or replaces Elie duties and authority of a construction Superintendent or other Contractor agent charged with responsibility for the construction operation. In carrying out his responsibilities for engineering coordination,the engineer shall guard the City against defects and deficiencies in the permanent work constructed by the Contractor, but does not guarantee the performance of the Contractor. The above disclaimers do not in any way abrogate the responsibility of the Engineer as agent for the City to exercise technical competence, expertise, skill and engineering judgment so that the Contractor's construction products are provided in accordance with the construction contract documents. The Engineer shall issue such instructions to the Contra tor's Construction Superintendent as are necessary to protect the City's interests to the same extent as would the City, itself, if a representative of the City was present and equipped with the requisite knowledge,skill,competence,expertise,and engineering judgment. The engineer shall provide sufficient surveys and observe and check surveys conducted by the Contractor in accordance with the plans and specifications. The Engineer shall act as the City's agent during construction to protect the City's interest, and shall have the authority to recommend to the City that the construction be stopped if not in accordance with the plans and specifications. The Engineer will furnish a weekly construction progress and inspection report to the City and the FAA. The Engineer shall prepare all addition and deletion change orders and supplemental agreements for approval by the City as required. After acceptance of the Construction Contract by the Contractor, copies will be submitted to the City and the FAA for approval and signature before proceeding with the work. The Engineer shall review the submitted weekly contractor's payrolls,check shop drawings and construction submittals, and prepare and maintain necessary records of construction progress. When the project has been completed and is ready for final acceptance, the Engineer shall arrange for inspection of the finished work by the FAA, the City,the Contractor,and the Engineer, following which the final estimate for the work will be considered by the City. Upon acceptance of the project, the Engineer shall prepare the "As built" drawings including any field surveying required to compute fmal quantities, and the Construction engineering report, and shall provide the City and the FAA with one (1) set of reproducible "As Built" drawings, and one (1) copy of the Construction Report. Oa Completion of the project,the Engineer shall prepare and supply the City with any Airport Maintenance Program for the improvements constructed under the Project. Perform the duties of the Engineer/Architect set forth in the General Conditions of the construction contract. 11 0 V. GENERAL CONSULTING SERVICES A. Basic Services These services will be provided on a project by project basis as requested by the City to accomplish or assist in the accomplishment of any or all of the following work items: 1. Update Airport Layout Plan, as require. 2. Updatc EnVITOnmental Assessment, including coordination with the FAA, local, regional and federal agencies, and assist in conducting Public Hearings, as required. 3. Assist Sponsor in the preparation and/or update of Preapplicahons, including Program Sketch, Program Narrative, Consultant's Cost Estimates and required Statements and Notifications. 4. Provide Advisory Services to assist the City in the management, operation, maintenance and administration of the airport, as required. 5. Provide such other services as may be required and requested by the City. VI. CHANGE OF SCOPE In addition to the foregoing services, the City may require additional services such as Property surveys, Descriptions of Land, Easements, Redesign or major changes of the concept after final plans or concepts have been approved by the FAA. Payments to the engineer for such work because of the change in scope of the project shall be negotiated at the time of the anticipated change, and it shall be mutually agreed to pursuant to Section 1.7 of this Agreement. VII, SPECIFIC PROJECT SCOPES Exhibit "A" Section I.A. Exhibit "A" Sections Project# Project Descri ttiion Scone 1. Rehab/Reconsiruct TXWY "W" IIA, IIB, III, IV 2. 500 KW Terminal Emergency Generator IIA, IIB, IV 3. Reconfigure Airfield Lighting Vault/Airfield Generator IIA, IIB, IV 4. Erosion Control/Wildlife Mitigation (Millionaire Ramp) IIA, IIB, III, IV 5, Relocate Segmented Circle IIA, IIB, 111, IV 12 EXHIBIT "B" SPECIAL REQUIREMENTS I. TITLE VI ASSURANCES A. The engineer further agrees that: During the performance of this contract, the Engineer, for itself, its assignees and successors in interest (hereinafter referred to as the "Engineer") agrees as follows: 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 contract. 2. Nondiscrimination. The Engineer, with regard to the work performed by it during the contract, 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 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations_ 3. Solicitation for Subcontracts, including Procurement of Materials and Equipment- In all solicitations, either by competitive bidding or negotiations made by the Engineer for work to be performed under a 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, 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 revisions of this contract, the City shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a, withholding of payments to the Engineer under the contract until the engineer complies, and/or b. cancellation, termination, or suspension of the contract, in whole or in part. 6. Incorporation of Provisions. The Engineer shall tuclude the provisions of paragraphs 1 through 5 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 Stales. 13. Disadvantaged Business Enterprise(DBE) Assurances 13 0 0 1. Policy. It is the policy of the Department of Transportation (DOT) that disadvantaged business enterprises as defined in 49 CPR Pan 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this agreement. Consequently, the DBE requirements of 49 CPR Part 23 apply to this agreement. 2. DBE/WBE Obligation. The Engineer agrees to ensure that minority business enterprises as defined in 49 CPR 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 CPR 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, national origin, or sex in the award and performance of DOT-assisted contracts. C. The City agrees that: 1. 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 relating to his work. 2. The City agrees to cooperate with the Engineer in the approval of all plans and specifications, or, should it disapprove of any part of said plans and specifications, shall make a timely decision in order that no undue expense will be caused the Engineer because of hack of decisions. If the Engineer is caused to incur other expenses such as extra drafting due to changes ordered by the City after completion and approval of the plans and specifications, the Engineer shall be paid, equitable, for such extra expenses and services involved. 3. 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, and rights-of-way required for the project. 11. DELETIONS A. Section 5.3 Performance Bond shall not apply to this Engineering Services Agreement 14 ! i EXHJ13IT "C" SCHFDULE OF COMPENSATION THE CITY AGREES to pay the Engineer for services listed in Exhibit "A" in the following manner: The Engineer shall be compensated under rhree separate categories: Part A. Basic Services (Preliminary Studies and Design) Part B. Special Services (Soils and Pavement Investigation, Topographic Surveys, Field Engineer) Part C. General Consulting Services The method of payment shall be, as follows: 1. For services rendered under PART A,BASIC SERVICES,the City agrees to pay interim payments up to 90 percent based on percentage work performed by the Engineer and detailed in a report submitted to, and approved by, the City with the request for payment. The maximum amount to be paid by City for a particular project shall be determined in the Project Specific Compensation. The remaining ten percent of the fee under PART A, BASIC SERVICES, shall be paid at the time construction is completed for those work items actually constructed as listed in Exhibit "A". However,at the Engineer's option,in lieu of the ten percent retainage,he may request that the City accept the Engineer's deposit of securities in escrow pursuant to California Public Contracts Code section 22300 under die following conditions: a. The Engineer shall bear all expanses of establishing and maintaining an escrow account and escrow agreement acceptable to the City with a bank insured by the Federal Deposit Insurance Corporation. b. The Engineer shall deposit to and maintain in such escrow only those securities as are acceptable to the City and having a value not less than the ten percent retainage that would otherwise be withheld. C. The Engineer shall enter into an escrow agreement satisfactory to the City. If work is abandoned or terminated after obtaining approval by the City and the FAA of the final construction plans and specifications,the City shall reimburse up to 90 percent of the total lump sum for the specific project as listed under PART A. II. For services rendered under PART B- SPECIAL SERVICES (Soils&Pavement Investigation of Topographic Survey), the City agrees to make monthly payments based upon the percentage work performed by the Engineer less ten percent. Lump Sum prices for each item are listed in Project Specific Compensation. The final ten percent of the fee shall be due and payable when (i) the project final inspection and the construction report have been completed; (ii) reproducible "As Built"drawings have been submitted to the City; and(iii)the revised Airport Layout Plan has been approved by the FAA.At the Engineer's option,in lieu of the ten percent retainage,he may request that the City accept the Engineer's deposit of securities in escrow pursuant to California Public Contracts Code Section 22300 under the following conditions: a. The Engineer shall bear all expenses of establishing and maintaining an escrow account and escrow agreement acceptable to the City with a bank insured by the Federal Deposit Insurance Corporation. b. The Engineer shall deposit to and maintain in such escrow only those securities as are acceptable to the City and having a value no less than the ten percent retainage that would otherwise be withheld. c. The Engineer shall enter into an escrow agreement satisfactory to the City. The"As Built"drawings and construction report shall be submitted within a period of 90 days from and of construction period. 15 For services rendered under PART B -Special Services-(Field Engineering), Consultant shall be reimbursed on the basis of Time and Materials to the maximum amount listed under "prgject specific compensation", i.e., the number of hours worked, multiplied by the Engineer's standard hourly rates for each applicable employee classification plus direct non-hourly expenses as shown, below: 14OURLY RATES AND BILLING PROCEDURES Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95.00/hr Project Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $80.00/hr Senior Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00/hr Project Engineer/Construction Coordinator . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00/1rr Project Planner/Associate Construction Coordinator . . . . . . . . . . . . . . . . . . . . . $60.00/hr Engineering Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . $55-00/hr Field Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S45.00/hr Graphic/CADD Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 540.00/hr Clerical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • $35.00/hr Auto/CADD Work Station . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30.00/hr Listed Rates are inclusive of labor overhead, administrative costs and profit. Reimbursable Costs: Company and Personal Automobiles will be billed at the rate of$35.00/bay (2-wheel drive), $55.00/Day (4-wheel drive when needed to perform the work and authorized by City) and $0.35/Mile. Rental Automobiles and out-of-town(outside the Coachella Valley)expenses will be at actual costs not to exceed$300.00/Day. Materials testing, Surveying and additional Field engineering support will be billed at actual costs, plus ten percent. Fees for work items listed under Exhibit "A" for BASIC SERVICES and for SPECIAL SERVICES, but, for which fees are now shown in the Contract, will be negotiated at a later date when the scope of work is defined, and will be formalized by an Amendment to this Contract. HI. For services rendered under PART C - GENERAL CONSULTING SERVICES, the City agrees to make monthly payments based upon the work performed by the Engineer. The Engineer shall be reimbursed on the basis of Time and Materials, i.e., the number of hours worked, multiplied by the Engineer's standard hourly rates for each applicable employee classification plus direct non-hourly expenses as shown, below: HOURLY RATES AND 13ILLING PROCEDURES Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v . . . . . . . . . . . . . . $95.00/hr Project Manager . . . . . . . . . . . . . . . . . $80.00Hrr Senior Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00/hr Project Engineer/Construction Coordinator . . . . . . . . . . . . . . . . . . . . . . . . . . . $70.00/hr Project Planner/Associate Construction Coordinator . . . . . . . . . . . . . . . . . . . . . $60.00/hr Engineering Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $55-00/hr Field Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $45.00/hr Graphics/CADD Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40.00/hr Clerical . . . - - � . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35.00/hr Auto/CADD Work Station . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30-00/hr Listed Rates are inclusive of labor overhead, administrative costs and profit. Reimbursable Costs: Company and personal Automobiles will be billed at the rate of$35.00/Day (2-wheel drive), 16 $55.00/Day (4-wheel drive when needed to perform the work and authorized by City) and $0.35/Mile. Rental Automobiles and ouo-of-town expenses will be at actual costs noL to exceed$300.00/Day. Subcontracted Services will be billed at actual costs, plus ten percent. The maximum estimated amount for GENERAL CONSULTING SERVICES for each twelve months of the contract is$25,000. Any amount over the estimated maximum will be negotiated and agreed to by the City and the Engineer, in writing, prior to beginning actual work. PROJECT SPECIFIC COMPENSATION Project#_L Description: Rehab/Reconstruct TXWY "W", Lighting&Markings and Drainage Project# 2 Description: 500 KW Terminal Emergency Generator Project# 3 Description: Reconfigure Airfield Vault/New Generator Project# 4 Description: Erosion control/Wildlife Mitigation Project# 5 Description: Relocate Segmented Circle PART II, 111, DESIGN ENGINEERING &TOPOGRAPHIC SURVEYS- Project# 1 A Lump-Sum Fee of$ 345,800 Project# 2 A Lump-Sum Fee of$ 23,700 Project# 3 A Lump-Sum Fee of$ 45,800 Project# 4 A Lump-Sum Fee of$ 20,400 Project# 5 A Lump-Sum Fee of$ 20,300 PART IV, FIELD ENGINEERING Soils &Pavement Design Project#_L A Lump Sum Fee of S 25,200 Project# 4 A Lump Sum Fee of 5 2,750 Project# 5 A Lump Sum Fee of S 1,100 Topographic Surveys Project# 1 A Lump Sum Fee of$ 38,500 Project# 4 A Lump Sum Fee of$ 5,500 Project# 5 A Lump Sum Fee of$ 3,850 Field Engineering Project#_L Time&Materials Not-to-Exceed$ 432,000 Project# 2 Time&Materials Not-to-Exceed S 29,600 Project# 3 Time&Materials Not-to-Exceed$ 57,200 Project# 4 Time &Materials Not-to-Exceed$ 25,400 Project# 5 Time &Materials Not-to-Exceed$ 25,200 Materials Testing Project# 1 Time &Materials Not-to-Exceed$ 44,000 Project# 4 Time &Materials Not-to-Exceed $ 2,200 Project# 5 Time &Materials Not-to-Exceed$ 1,100 17 EXHIBIT "D" SCHEDULE OF PERFORMANCE The services contemplated in this Agreement and assigned to the Engineer to complete shall commence within 30 days from "Notice to Proceed" and shall be completed based upon the time lines mutually agreed upon between the City and Engineer. Each enumerated project from Exhibit "A" shall have a separate Schedule of Performance as listed below or as shall be mutually agreed upon at a future date by City and Engineer. Time lines are subject to adjustment based on FAA grant approval receipt. Delays in FAA approvals will result in a day for day extension of time on each work item. Project# 3 Description: Reconfigure Airfield Vault/New Generator Project# 4 Description: Erosion Control/Wildlife Mitigation Project# 5 Description: Relocate Segmented Circle Work Item Commence Complete Preliminary Design October 2000 December 31, 2000 Design January 1, 2001 Field Engineering 180 days from award of construction comtract Project# 1 Description: Rehab/Reconstruct , gliting &Markings &Drainage Work Item Commence Complete Preliminary Design May 1, 2000 July 1, 2000 Design July 1, 2000 March 2001 Field Engineering 180 days for award of construction contract Project# 2 Description: 500 KW Terminal Emergency Generator Work Item Continence Complete Preliminary Design April 5, 2000 May 2000 Design May 2000 June 2000 Field Engineering 180 days from award of contract 18 ACDRD CERTIFICA F LIABILITY INSURA 04/211/20o00 E Da/z PRODUCER Serial# ARIS INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2101 BUSINESS CENTER DRIVE, SUITE 230 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. IRVINE, CA 92612 LIC, NO.0795446 INSURERS AFFORDING COVERAGE NSURED INSURERA --CONTINEN rAL CASOALTY CO- ----- CONSOLIDATED SERVICES ENGINEERS & INSURERB CONSTRUCTORS, INC. INSURER 49964 MOUNTAIN VIEW DR- INsuRER D IMORONGO VALLEY, CA 92256 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 CpLAIMS. r INSRI ...� - DATE�frEl MFpp71VE POATE MMPpDM'N I LTR TYPE OFIN$URANCE POLICY NUMBER LIMITS GENERALLIAOILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY "IRE 0AMAGE(my one fire) -_ I CLAIMS MADE OCCUR I MED EXP(Any ono po'on) PERSONAL&ADV INJURY GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER I PRODUCTS-COMP/OP ABC $ POLICY I7 PRO.JECT I— LOC -.--__ I AUTOMOBILE LIABILITY 1 TO (Ea COMBINED dentGMGLE LIMIT I ANY AU $ ALL OWNED AUTOS ( BODILY INJURY SCHEDULED AUTOS I (Per person) $- -- --- HIRED AUTO$ BODILY INJURY 5 NON-OWNED AUTOS I I (Pcr accident) PROPERTY DAMAGE --- - --- - (Poraccidont) 5 GARAGE LIABILITY AUTO ONLY-EA ACCIDENT 5 ANYAUTO OTHER THAN EAACC 3 AUTO ONLY �-- - ----- - AGG ,5 1 EXCESS LIABILITY_ EACH OCCURRENCE S OCCUR CLAIMS MADE AGGREGATE 5 �1 DEDUCTIBLE RETENTION 3S WORKERS COMPENSATION AND 1 TORY LIMITG ER EMPLOYERS LIABILITY.- _ - -- E i-EACH ACCIDENT— S -- E.L DISEASE•EAEMPLOYEE $ 1 I EL DISEASE-POLICY LIM17 5 OTHER A PROFESSIONAL LIABILITY SFE114093740 04/07/00 04/07/01 1 LI: $1,000,000/$1,000,000 DESCRIPTION OF OPERATION5ILOCATIONS eHICLE$!EXCLUSIONS ADDED BY ENDORSEMENY/SPECIAL PROVISIONS PROFESSIONAL LIABILITY LIMIT IS PER CLAIM/POLICY AGGREGATE ALL ENGINEERING OPERATIONS INCLUDING BUT NOT LIMITED TO AIRPORT ENGINEERING SERVICES CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION SHOULD ANY OF WE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THE CITY OF PALM SPRINGS DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN OFFICE OF THE CITY CLERK NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 3200 TAHQUITZ CANYON WAY IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR PALM SPRINGS, CA 92262 REPRESENTATIVES. AU HORIZED REPRESENTATIVIt py� l Y 1 - O C\FMPRO\CERTPROS.WEB ACORD CERTIFICATOOF LIABILITY INSURAI&E DATE(MMjODjYY) r. 04/21/2000 PRODUCER Serial# ARIS INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER" THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2101 BUSINESS CENTER DRIVE,SUITE 230 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. IRVINE,CA 92612 LIC. NO.0795446 INSURERS AFFORDING COVERAGE INSURED — "----" —" - -" INSURERA. NORTHERN INS CO OF NEW YORK/ZURICH CONSOLIDATED SERVICES ENGINEERS& INSURERS AMER7C?aN-ZGRI-CH-INSORANCE--CO CONSTRUCTORS, INC. ^1 - INSURER C 49964 MOUNTAIN VIEW❑R. (�`� '\ INSURER D IMORONGO VALLEY, CA 92256 r l INSURER COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN 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 I --'""POLICYEPFECTIVE-POCICYEXPIRATI0 LTR' TYPE OF INSURANCE POLICY NUMBER DATE MMIDD/YY DATE MM/DD/YY LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2000000 A X CGMMERCIALGENERALLIA3�LITl' 1i35227�,.33 Ili 0410710C 04/07/01 FIRE DAMAGE(Ary one rlre) 5 2000000 — -mil CLAIMS MADE X JI OCCUR MED EXP(My one penen) -S _— 10DD�— PERSONAL 5 ADV INJURY $ 200000U GENERALAGGREGATL• S 4000000 GEN L AGGREGATE LIMITAPPLIES PER. PRODUCTS-COMP/OP AGG IS 4000000 I PRO- _ _ __ POLICY ..__.._ I JECT ILOC AUTOMOBILE LIABILITY 36227933 04/07/00 04/07/01 I COMBINEp$INGLE LIMIT 5 1000000 A ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS li (Pcr Pcr:Pn) $ HIRED AUTOS —.-- —_.- - BODILY INJURY 5 X NOWOWNED AUTOS (Per accident) —I— _. PROPERTY DAMAGE (Per accident) GARAGE LIABILITY (AUTO ONLY-EA ACCIDENT Is ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGE S EXCESS LIABILITY I EACH OCCURRENCE 5 A CX l CCCUR U CLAIMS MADE 136227933 04/07/00 04/07/01 AGGREGATE _ $ --- 3000000 $ DEDUCTIBLE X RETENTION S WORKERS COMPENSATION AND I2043978 1 04/07/00 04/07/01 X TORY LIMITS Ulm ER y B EMPLOYERS LIABILITY EI. EACH ACCIDENT 5 1000000 EL DISEASE-EAEMPLOVEEI$ 1000000 E L DISEASE•POLICY LIMIT I S 1000000 OTHER DESCRIPTION OF OPER MONSILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY BNOORSEME TISPECIAL PROVISIONS AIRPORT ENGINEERING SERVICES SEE ATTACHED ENDORSEMENTS CERTIFICATE HOLDER IADDITIONAL INSURED:INSURER LETTER: CANCELLATION . . r :�;,;,r•,;i;,,C ;.I„I_ _ - ', SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THE CITY OF PALM SPRINGS DATE THEREOF,THE ISSUING INSURER WILL kNp 4 y0 MAIL 30 DAYS WRITTEN OFFICE OF THE CITY CLERK NOTICE TO THE CERTIFICATE HOLDER NAMEDTOTHE LEFT, I E OS 3200 TAHOUITZ CANYON WAY I PDSE AnpN ry OF PGN GEmT�R. PALM SPRINGS, CA 92262 R[B_RE� TT� AUTHORIZED REPRESENTATIVE n C lrMPRCACERTPROS.WEB A O DATER , 04/09/2001 PRODUCER Serial# ARIS INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2101 BUSINESS CENTER DRIVE, SUITE 230 (Z5 � p `/='1 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. IRVINE, CA 92612 �LIC. NO.0795446 APR 1 6 2001 I INSURERS AFFORDING COVERAGE INSURED EIV INSURE RA 0_RTRrWMJVS CZT0r'NEWYOTiK=TCF_ CONSOLIDATED SERVICES ENGINEE 'INSURERs AMERICANZURICH fNSURANCE CO CONSTRUCTORS, INC- CCTNTINERTA CASUALTY Cb ?Q 49964 MOUNTAIN VIEW DR. INSURER -- /-- IMORONGO VALLEY, CA 92256 INSURER E; COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOO 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 LN] TYPE OF INSURANCE POLICY NUMBER DATEYMMIDDIYY POLICY MfWDDrN) LIMITS GENERAL LIABILITY EACH OCCURRENCE 5 2000000 A X CON MERCIAL GENERAL LIABILITY 36227933 04/07/01 04/07/02 FIRE DAMAGE(Any one fire) s 2000000 CLAIMS MADE OCCUR MED EXP(Any one pe=n) 5 10000 PERSONAL&AOV INJURY S 200D000 J CENERALAGGREGATE S 4000000 GEN'L AGGREGATE LIMIT APPLIES PER PRO➢UCTS•COMPIOPAGG $ 4000000 X POLICY --- PRO- LOC JECT AUTOMOBILE LIABILITY 36227933 04/07/01 04/07/02 COMBINED SINGLE LIMIT $ 1000000 A ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) X HIREDAUTOG _ BODILY INJURY S X NON-OWNEDAUTOS (Perncndenl) PROPERTY DAMAGE S (Peracciden1) GARAGE LIABILITY AUTO ONLY•EA ACCIDENT $ ANYAUTO OTHERTHAN PAACC $ AUTO ONLY AGG S EXCESS LIABILITY EACH OCCURRENCE 5 A X OCCUR ❑CLAIMS MADE 36227933 04/07/01 04/07/02 AGGREGATE— s 3000000 s DEDUCTIBLE 5 —X RETENTION so S WORKERS COMPENSATION AND 2043975 04/07/01 04/07/02 X ITORVLIMITS E_R___ _ B EMPLOYERS'LIABILITY E L EACH ACCIDENT 5 1000u00 EL DISEASE-EAL DISEASE-EA EMPLOYEE 10100ri0nDDD E.4.DISEASE-POLICY LIMIT DISEASE-POLICY LIMIT 5��000 OTHER C PROFESSIONAL LIABILITY SFE114093947 04/07/01 04/07/02 LI: $1,000,000/$1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEYCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS PROFESSIONAL LIABILITY LIMIT IS PER CLAIM/POLICY AGGREGATE ALL ENGINEERING OPERATIONS INCLUDING BUT NOT LIMITED TO AIRPORT ENGINEERING SERVICES CERTHOLDER&OTHERS ARE NAMED AS ADDITIONAL INSUREDS& PRIMARY CLAUSE APPLIES TO GENERAL LIABILITY POLICY AND A WAIVER OF SUBROGATION APPLIES ON GENERAL LIABILITY&WORKERS' COMPENSATION POLICIES- SEE ATTACHED ENDORSEMENTS _ _ . �., CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER; CANCELLATION , I I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THE CITY OF PALM SPRINGS DATE THEREOF,THE ISSUING INSURER WILL r�QgJO MAIL 30 DAYS WRITTEN OFFICE OF THE CITY CLERK NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT e T T OO O-SHALL 3200 TAHQUITZ CANYON WAY )%kpOSE_NG-O0HG,nON OJuncerel• DrY�GN"PON_H II RER`rrs,AGENTS'oR— PALM SPRINGS, CA 92262 HEPRESEpIYA'DVES� AUTF OryryRRE��D REPRESENTATIVE pp q0 C IFMPROICERTPROS WEB