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HomeMy WebLinkAbout04023 - C KELL SMITH RESIDENTIAL SOUND INSULATION MO6267 Document Tracking Page: 8 Report: All Active Documents for Groups=AIRPORT,ALL Services,XREF=AIRPORT•Summary June 23,2005 Document# Document Description Approval Date Expiration Date Closed Date A3978 Airport Lease hanger and site 06/01/1998 08I/0112024 Company Name: Richard Heckmann Address: 72551 Clancy Lane, Rancho Mirage, CA 92270 Phone: ( ) - Group: AIRPORT Service: Lease Agreement xRef: AIRPORT Ins. Status: A policy has Expired. A4023 Airport Residential Sound Insulation Program Phase 2 11/04/1998 11/01/2009 Company Name: C. Kell - Smith Assoc., Inc. Address: 1200 Bayhill Dr. Suite 224„ San Bruno, CA 94066 ,, J Phone: Group: AIRPORT S� 000000 Service: In File xRef: AIRPORT Ins.Status: A policy has Expired. �7 CITY OF PALM SPRINGS PALM SPRINGS INTERNATIONAL AIRPORT CONSTRUCTION CHANGE ORDER NO. 1 (PHASE II) To: C. Kell Smith &Associates Date: October 10, 2000 1200 Bayhill Drive, Suite 224 _ Project No. City Project 99-04 San Bruno CA 64066 _ FAA AIP Projcet No: AIP Project 3-06-0181-21 Attn: Lila Zinn Project Name: Residential Sound Insulation Program Phase It Contract Purchase No. 906185 IL r Ll0a1, Account No. 415-6600-56018 Description of Change to be Made: Related to consulting and architectural services. 1. Consulting services related to contractor pre-qualification process. $5,014 92 2. Additional architectural services necessary to obtain sufficient participation. $2 770.90 $7,785.82 Summary of Cost/Time Original Contract Price $ 401,940.00 Total of all Previous Change Orders $ 0 Total of this Change Order $ 7,785.82 Total Contract Price $ 409,725.82 The Contract Time will be increased by 0 calendar days. I have received a copy of this Change Order City Approval: ____. ?77 and the aPoye AGREED PRI S are acceptable Submitted bX/ to the c /t • T . `6 ector Of 4atlon,4 By: WL Date: J - el d) Title: Approve h, / /� �1 Cit anager Date: � uCJ Date: Approved by the FAA: Date: APPR )Vel4) [4y 1?sli �0�11 rvu 1h'�Ua b _ Distribution: Original Conformed Copies Conformed - File Copy Airport (1) Purchasing Agent (1) City Clerk (1) Finance (1) C. Kell Smith &Associates (1) A:,:,nrave,d subject to the availability of Federal Tends and - � IlrIna4lons o"r Grant Agree cent.1*1 p _ nY Ii oaie /-e,- Supervisor, siaror7erda uwc;lloty I I OCT-10-2000 14:43 41592739e9 P.02 C.. KELL-SMITH. ASSOCIATES, .INC. Aircraft Noise Insc lation Projects Program Management Adminisirative Services Schedule of Compensation October 10,2000 . Palm Springs Intern ationat Airport ATT: Barry Gritlith, CKSA Acct. PS9622 Deputy Director of Aylation Air ott Administration Ali'23 . Palm Springs,'Ca 92263 Project: .. Palm Springs Intemational Airport Residential Sound Insulation Project-Phase 2 Agreement Dated: November 4, 1998 Reference: Additional Services Fee Request Period: 1999 Sum ma" Description Additional Currant % . 'Total Due Services Fee Billing Complete . Survey two (2) . $ 2,770.90 $ 2,770:90 100% $2,770:90 additional homes Two step pre-qualifying 6,U14,92 5,014 32 ;.. 100% . 5,014-92 process G ran dTntal 7,785-82 7,785.82 1000;., S 7,785.82 Total Amount Complete . $7,785.82 Amount Previously Billed 0 ' AMOUNT DUE $,7,785.82 %Toll Free:(888)807-62g0 1200 Bayhill give • Suite 224 '• San Bmrio, California 94066 . •m.,,..4en\477_4oM Far•t!•,Snl 977."i9n9 • e-rail:info @kell-So iih.Corrr ®p edmffcycW TOTAL P.02 C-' Kell—Smith & Associates Airport Noise Compatibility AGREEMENT #4023 Amend 3 MO7195, 11-26-02 AMENDMENT NO. 3 AGREEMENT NO. A4023 FOR CONSULTING SERVICES FOR PALM SPRINGS -- INTERNATIONAL AIRPORT NOISE COMPATIBILITY PROGRAM (NCP) RESIDENTIAL SOUND INSULATION PROGRAM (RSIP) Phase IV. THIS THIRD AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES(No.A4023)(herein AGREEMENT") is made and entered into this;,day of November, 2002,by and between the CITY OF PALM SPRINGS (herein "City" or "Owner"), a municipal corporation, and C. KELL-SMITH & ASSOCIATES,INC.(herein "Contractor"),and amends that certain Agreement for contract services dated November 4, 1998, as amended, between the same parties, as follows: Section 1: Amend Exhibit ',A',, Scope of Services, is to add at the end thereof, after item 18, the following: PHASE IV An additional phase of 5 8 confirmed homes with the potential of an additional 24 homes for a total of 82 homes is added to the scope of work. The same services shall be performed by the contractor for this phase as for the prior phases, including program management, acoustical engineering and architectural services, except as provided below: 1. Phase IV -Program Management Services -Reports: Forensic Analytical (FA)will provide reports on all test conducted for lead-based paint, asbestos and carbon monoxide. 2. Phase IV -Acoustical Engineering Services - Attend one (1) seeping meeting at Palm Springs International Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. 3. Phase IV - Architectural Services - Attend one (1) scoping meeting at Palm Springs International Airport with Ail-port Staff to define the needs of the project and to discuss project coordination issues, 4. Phase IV -Outreach Program-Because this is anticipated to be the final phase of the residential sound insulation program at the Palm Springs International Airport, C. Kell- Smith and Associates shall, thru an outreach and/or certified mailing program,make a good faith effort to ensure participation by all 82 homeowners. Section 2:Exhibit "C", Schedule of Compensation,is hereby amended to add to the schedule an additional 58 confirmed homes with the potential of an additional 24 homes for a total of 82 homes is added to the scope of work to read as follows: PHASE IV - SUMMARY OF SCHEDULES OF COMPENSATION FOR 58 HOUSES Contract Description Amount Current %Complete Total Due Addniona58 Billing Homes C.Kell-Smith& $117,609 Associates,Inc (*) Charles M salter 05,424 Associates Harrison C.Wick and 50,696 Associates(*) 39,956 Forensic Analytical HazMat &CM(*)(**) Grand Total $413,685 for 58 Houses Fee Proposal per house: $7,132.50 (*) Reimbursables Included (**)Time and Material Basis with "Not to Exceed Amount" The previous schedule is a summary table. The detailed schedule and budgets are shown below. Except as otherwise designated,all amounts shown below are lump sum totals. Payment will be made based upon the percentage completion of the task,when approved by the Contract Officer. When designated above,payment may include reimbursable expenses,or be on a time and materials basis but not exceeding the amount listed(on the schedules below, reimbursables are separate design listed). With the approval of the Contract Officer,monies may be shifted between budget categories as long as the Contract Sum is not changed. Program Management Services: Exhibit "C" (continued) Contract Description Amount Cunent % Total C.Kell-Smith& 58 Homes Billing Complete Due Associates $486 Prepare Schedule Oversee Project 30,530 Scope Mee[&Prep ,275 Homeowner Info Meeting ,275 Property Owner Selection 5,345 Process Homeowner Contact 5,125 Newsl h Qrter ly(6) 2,265 Schedule Architect 1,595 Measmements Schedule CM&Hazardous 1,595 Materials Distribute HazMat 630 Report to Airport& Homeowners 298 Select Control Homes 192 Schedule Pre-Con Noise Monitoring Arch/Acoust Plans& 4,350 Specifications Bid Process& 2,380 Contractor Selection Homeowner ,275 Construct Meeting & Preparation Notice of Award 1,630 Obtain Submittals 900 3,300 Prep for Construction Homeowner Appoint ,595 Scheduling Sign of Contracts& Plan 8,835 Approval Construction 4,610 Completion al'Protect 1,925 Attend Public Meetings & 4.400 Other Tasks Estimated 11,798 Rermbursables C.Kell-Smith& $117,609 Associates Total Per House Fee Proposal.$1,484 Acoustical Engineering Services: Exhibit "C" (continued) Contract Description Amount Cnnent %Complete Total Due Acoustical Engineering 58 Homes Billing Services Scope Meeting 52,442 Homeowner Mee[#I 2,470 Homeowner Meet#2 5,914 Preconstruct Measure 2,469 Design Development 0,703 CNR Calculations 18,563 Design Documents 0,362 Cost Estimates 11,908 Homeowner Meet#3 2,470 Pre-Bid Conference 2,222 Pre-Con Conference 2,222 Vendor Submittals 8,393 Materials Inspection 2,222 Construction Observe 2,222 Post Construction 12,469 Measurement Report 5,940 PSP Staff Meeting 2,222 Close Out Meeting 2,222 Charles M.Salter $105,424 Associates Total Per House Fee Proposal:$1,818 Architectural Services: Exhibit "C" (continued) Contract Description Amount Current % Total Due Project Architect 58 Homes Billing Complete $4,400 Home Selection and Review Selected Flome Review 22,000 Construction Does 55,000 Construction Admm 64,346 Estimated Rem-bursables 4,950 Architect Total $ 150,696 Per 1-louse Fee Proposal up to 80 homes:$2,599 Per I-louse Fee Proposal after 80 homes:$2,708 i Hazardous Materials Specialists: Exhibit "C" (continued) Contract Description Amount Current % Complete Total Forensic Analytical 58 Homes Billing Due On Site Testing $11,796 Project Management 2,805 Sample Analysis-Lead ,375 Sample Analysis-Asbestos 5,808 660 Lead-Based Work Plan 660 Asbestos Work Plan Final Report ,320 5,335 Estimated Remmbuisables Total HazMat $29,759 On Site Testing $5,390 Project Management 1,155 Final Report ,320 Estimated Rennbursables 2,332 Total Carbon Monoxide $ 10,197 Fee Proposal per house:$688.89 Section 3: Exhibit "D" Schedule of Performance is hereby amended to add the following additional schedule of performance for Phase IV for the additional 58 confirmed homes with the potential of an additional 24 homes for a total of 82 homes is added to the scope of work: Section 4: Except as specificallworded 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 City "�� Clerk City Manager APPROVED AS TO FORM: APPRO REV jTIrlk 0YY 8-OU'AM By. 9 f4 �f as 3 City Attorney CONTRACTOR: Check one:_Individual_Partnership corporation Corporations require two notarized sig ures: One from each of the following: A. Chairman of Board, resident, or any Vice President: D B.Secretary,Assista Secretary,Treasurer,Assistant Trea er,or Chief Financial Offic r). By: By: ignatur (n arize 7ignature( o rz d),.n� Name: Name: C�fTK LFf ` 17i/ Title: {{ Title: ���g State of 0Vc.Aa`t0«'w a�M- A State of !.(k�,- �rt"eia�- County of 5,,.�r .M A-m4� ss County of 7,rA�,� 16'1,M�r�>,JJJss Oo?rVo�before me, f�'w�z-xr.+: �F7y"r3�,�':ae On " .J �� before me, t3, 6V^A4 —: JS , n personallyappeared (I o-")rA%r 5f2\a',o�, personally appeared�t pkY' TN � -z�,� - �•�`V9 c'➢�.. personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(g)whose name(s)is/are satisfactory evidence)to be the person(&)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscriber�(,to the within instrument and acknowledged to me that h�/s »Ahey executed the same in his/her/their authorized that h I�hfthey executed the same in his/her/their authorized capaci y res}, and that by his/her/their signature(s) on the capac:I es), and that by his/her/their signature(s) on the instrument the person(c),or the entity upon behalf of which the instrument the person(&),or the entity upon behalf of which the person(E.gacted,executed the instrument. person(saacted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. � r Notary Signature:L O k7&1-�-° r� �=-�d��-d Notary Signature: Notary Seal: Notary Seal: PATRICIA GRASSIS PATRICIA GRASSIS COMM. 1275454 MOTApY COMM.M C 0 CAU4 AR O CALIFORNIA N t�k A CAU TYNIA M. COUNTY SAN(YIATEO COUNTY Exp.SEPT.27,20pq + Cumin.Ex .SEPT.27,2004 f C" Kell Smith S Assoc Airport Noise Comparability AGREEMENT #4023 Amend #2 M06624, 6-7-00 AMENDMENT NO. 2 AGREEMENT NO. A4023 FOR CONSULTING SERVICES FOR PALM7SPRINGS - — INTERNATIONAL AIRPORT NOISE COMPATIBILITY PROGRAM(NCP)RESIDENTIAL SOUND INSULATION PROGRAM(RSIP)PHASE III. THIS SECOND AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (No. A4023) (herein AGREEMENT") is made and entered into this 7 day of June, 2000, by and between the CITY OF PALM SPRINGS (herein "City" or "Owner"), a municipal corporation, and C. KELL-SMITH & ASSOCIATES, INC. (herein "Contractor"), and amends that certain Agreement for contract services dated November 4, 1998, as amended, between the same patties, as follows: Section 1: Amend Exhibit"A", Scope of Services, is to add at the end thereof, after item 18,the following: PHASE III An additional phase of 40 more homes is added to the scope of work. The same services shall be performed by the contractor for this phase as for the prior phases, including program management, acoustical engineering, architectural services and boundary parcel verification except as provided below: 1. Phase III-Program Management Services-Reports: Forensic Analytical(FA)will provide reports on all test conducted for lead-based paint, asbestos and carbon monoxide. 2. Phase III-Acoustical Engineering Services - Attend one (1) scoping meeting at Palm Springs International Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. 3. Phase III - Architectural Services - Attend one (1) scoping meeting at Palm Springs International Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. Section 2: Exhibit"C", Schedule of Compensation, is hereby amended to add to the schedule an additional 40 houses, said schedule to read as follows: PHASE III-SUMMARY OF SCHEDULES OF COMPENSATION FOR 40 HOUSES Contract Description Amount Current %Complete Total Due Additional 40 Billing Homes C.Kell-Smith& $49,384 Associates,Inc. Charles M Salter 42,680 Associates(*) Christopher S.Mills 05,028 Architect Forensic Analytical HuMa[ 20,879 &CM * ** Grand Total for 40 Houses S 217,970 (*) Reimbursables Included (**)Time and Material Basis with"Not to Exceed Amount" The above is a summary. The detailed schedule and budgets are shown be. Except as otherwise designated,all amounts shown below are lump sum totals. Payment will be made based upon the percentage completion of the task,when approved by the Contract Officer. When designated above,payment may include reimbursable expenses, or be on a time and materials basis but not exceeding the amount listed(on the schedules below, reimbursables are separate design listed) With the approval of the Contract Officer, monies may be shifted between budget categories as long as the Contract Sum is not changed. Program Management Services: Exhibit"C" continued Contract Description Amount Current % Total C.Kell-Smith& Billing Complete Due Associates Additional 40 Homes Prepare Schedule so Oversee Project 13,058 Scope Meet&Prep 0 Property Owner 785 Selection Process 0 Homeowner Contact Newsltr Qrterly(6) 0 Schedule Architect ,400 Measurements Schedule CM&Hazardous 1,400 Materials Distribute HazMat 420 Report to Airport& Homeowners Select Control Homes 213 Schedule Pre-Con Noise 175 Monitoring ArcldAcoust Plans& ,235 Specifications Bid Process& 0 Contractor Selection Homeowner 0 Construct Meeting & Preparation Notice of Award 0 Obtain Submittals 0 Prep for Construction 2,100 Homeowner Appoint ,400 Scheduling Sign of Contracts& Plait 5,890 Approval Construction 6,195 Completion of Project 6,625 Attend Public Meetings & Other Tasks 0 Boundary Parcel Verification 3,325 Estimated 5,163 Reimbursables $49,384 C.Kell-Smith& Associates Total Acoustical Engineering Services: Exhibit "C" (continued) Description Contract Current %Complete Total Due Charles M.Salter Amount Billing Associates Additional 40 Homes Scope Meeting $0 Homeowner Meet#1 1,012 0 Homeowner Meet#2 Preconstrucl Measure 3,905 Design Development 5,610 CNR Calculations I0,010 Design Documents 5,225 Cost Estimates 6,160 Homeowner Meet 43 1,012 Pre-Bid Conference 0 Pre-Con Conference ,012 Vendor Submittals 0 Materials Inspection 0 Construction Observe 0 Post Construction 3,905 Measurement Report 0 PSP StaMeetin 0 Staff Close Out Meeting 0 Estimated 4,829 Reimbursables Charles M.Salter $42,690 Associates Total Architectural Services:Exhibit"C" continued Description Christopher S. ContractAmount Current % Total Due Mills Architect Additional 40 Billing Complete Homes Home Selection $5,500 and Review Selected Home Review 11,000 Construction Does 63,650 Construction Admin 20,478 Estimated Reimbursables 4,400 Christopher S.Mills $105,028 Architect Total Hazardous Materia eciatists: Exhibit "C" (continued) Contract Description Amount Current % Complete Total Forensic Analytical Billing Due Additional 40 Homes On Site Testing 51,278 330 Project Management Sample Analysis-Lead ,375 Sample Analysis-Asbestos 2,178 0 Lead-Based Work Plan 0 Asbestos Work Plan Final Report 33 Estimated Remmbursables Forensic Analytical 56,534 Total HazMat On Site Testing $6,292 Pro�ect Management 1,485 Final Report 660 Estimated Retmbursables 5,907 Total Car0on Monoxide S 14,344 Section 3: Exhibit"D", Schedule of Performance, is hereby amended to add the following additional schedule of performance for Phase III for the additional 40 houses: See revised Exhibit"D" Schedule of Performance attached hereto. Section 4: Except as specifically worded herein, all terns 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. - PALM SPRINGS INTERNATIONAL AIRPORT-PRESIDENTIAL SOUND INSULATION PROGRAM,PHASE III - Month_ .. - ID Task Duration 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 .- 17 1 Start of Services 1 day 2 Airport Scope Meeting 1 day " 3 Homeowner Nntitication 2 days 4 Homeowner Meeting 1 day 5 Control Home Selection 1 day - 6 Pre-Construction Noise Monitoring 3 days " 7 Architectural Field Surveys 60 days 8 Hazardous Material Testing 30"days 9 Arch./Acoustical Plans &Specs.Dcv: 90 days IO H/O Plan Approval& Contract Signing . 3 days 11 FAA/Airport Plan Review&Approval 21 days - 12 Advertise for Bids " - 30 days 13 " Pre-Bid Conference 1 day 14 Open Bids/Make"Recommendation s " 1 day 15 FAA/Airport Cont. Selection Approval 30 days 16 Homeowner Pre-Construction Meeting 1 day 17 Contract Pre-Construction Conference I day Issue Notice To Proceed - 1 day , 19 Review Submittals 14 days - 20 Contractor Measurement Verifications 14 days - 21 Material Lead Time 60 days 22. Construction/Observation 120"days 23 Post-Construction Noise Monitoring Mays 24 Post-Const. Carbon Monoxide Testing 10 days - - - 25 Prepare Final Report_' 14 days " 26 Project Close-Out 28 days .27 - Homeowner"Close-Out Meeting. Section 3 : Exhibit D IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date stated below: ATTEST:CITY OF PALM SPRINGS, CALIFORNIA A municipal corporation City CIc c City Manager APPROVED AS TO FORM: CONTRACTOR: Ive City Att�rney (Check one: _Individual_Partnership ✓Corporation) (NOTARIZED) y By: 21it lgnahir (NOTARIZED) By: dp Signature PATRICIA GR Print a e& Tit Comul # 1275454 NOTARY%1BI.IC•GILIOMNA f By: V SAN MATEO COUNTY — COmm.Exp.SEPT.27,2004 Signatur, Print Name&Title (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 Financial Officer). End of Signatures C. Kell-Smith&Associates irport Residential Sound • insulation Program Phase I1 AGREEMENT#4023 Amend#1 M06411, 5-19-99 AMENDMENT NO. 1 _— AGREEMENT NO. A4023 FOR CONSULTING SERVICES FOR PALM SPRINGS INTERNATIONAL AIRPORT NOISE COMPATIBILITY PROGRAM(NCP)RESIDENTIAL SOUND INSULATION PROGRAM(RSIP)PHASE III. THIS FIRST AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (No. A4023) (herein AGREEMENT")is made and entered into this /cam day of 1999,by and between the CITY OF PALM SPRINGS (herein "City" or "Owner"), a maricipal corpof tion, and C. KELL-SMITH & ASSOCIATES, INC. (herein "Contractor"), .and amends that certain Agreement for contract services dated 1998, as amended,between the same parties,as follows: Section 1'Amend Exhibit"A" Scone of Services is to add at the end Unereof after item 18 the followhig: PHASE I1I An additional phase of 80 more homes is added to the scope of work. The same services shall be performed by the contractor for Unis phase as for the prior phases,including program management, acoustical engineering and architectural services,except as provided below: 1. Phase III-Program Management Services -Reports: Forensic Analytical(FA)will provide reports on all test conducted for lead-based paint, asbestos and carbon monoxide. 2. Phase III-Acoustical Engineering Services - Attend one(1) seeping meeting at Pahn Springs International Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. 3. Phase III-Architectural Services-Attend one(1)seeping meeting at Pahn Springs International Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. Section 2: Exhibit"C". Schedule of Compensation,is hereby amended to add to the schedule for 40 houses a schedule for an additional 80 houses, said schedule to read as follows: PHASE III-SUMMARY OF SCHEDULES OF COMPENSATION FOR 80 HOUSES W F8O nt Current %Complete=Totad Billing r M. Salter 125,444 atespher S. Mills 207,835 ctic Analytical 33,605 at& CM Grand Total S 522,035 for 80 Houses (") Reimbursables Included (**)Time and Material Basis with"Not to Exceed Amount" The above is a summary table. The detailed schedule and budgets are shown below. Except as otherwise designated,all amounts shown below are lump sum totals. Payment will be made based upon the percentage completion of the task,when approved by the Contract Officer. When designated above,payment may include reimbursable expenses,or be on a time and materials basis but not exceeding the amount listed(on the schedules below, reimbursables are separate design listed). With the approval of the Contract Officer,monics may be shifted between budget categories as long as the Contract Sum is not changed. Program Management Services: Exhibit"C" continued Description Contract Amount Current % Total C.Kell-Smith & For 80 Houses Billing Complete Due Associates Prepare Schedule 700 Oversee Project 37,560 Scope Meet&Prep 1,340 Property Owner 2,525 Selection Process Homeowner Contact 4,350 Newsltr Qrterly(6) 2,265 Schedule Architect 2,800 Measurements Schedule CM& 3,220 Hazardous Materials Distribute HazMat 840 Report to Airport& Homeowners Select Control Homes 382 Schedule Pre-Con 315 Noise Monitoring Arch/Acoust Plans& 4,140 Specifications Bid Process & 2,380 Contractor Selection Homeowner 1,340 Construct Meeting &Preparation Notice of Award 1,630 Obtain Submittals 900 Prep for Construction 4,455 Homeowner Appoint 2,800 Scheduling Sign of Contracts & 11,780 Plan Approval Construction 17,580 Completion of Project 18,035 Attend Public 7,500 Meetings & Other Tasks Estimated 26,314 Rennbursables C.Kell-Smith& $ 155,151 Associates Total Acoustical En i eering Services: Exhibit"C" continued Description Contract Amount Current %Complete Total Due Charles M.Salter For 80 Houses Billing Associates Scope Meeting $ 1,496 Homeowner Meet 41 1,496 Homeowner Meet#2 3,740 Preconstruct Measure 7,810 Design Development 13,420 CNR Calculations 23,320 Design Documents 13,420 Cost Estimates 14,520 Homeowner Meet#3 t,496 Pre-Bid Conference 1,496 Pre-Con Conference 1,496 Vendor Submittals 10,340 Materials Inspection 1,496 Construction Observe 1,496 Post Construction 7,810 Measurement Report 5,324 PSP Staff Meeting 1,496 Close Out Meeting 1,496 Estimated 12,276 Reimbursables Charles M.Salter $ 125,444 Associates Total Architectural Services: Exhibit"C" continued VHome, ion Contract Amowat Current % Total Due her S.Mills For 80 Houses Billing Complete ct lection $ 11,000 iew Home 22,000 ction Docs 102,714 ction Admin 65,521 Estimated 6,600 Reimbursables Christopher S. Mills $ 207,835 Architect Total Hazardous Materials Specialists: Exhibit"C" continued Description Contract Amount Current % Complete o" Forensic Analytical For 80 Houses Billing On Site Testing $ 1,232 Project Management 330 Sample Analysis-Lead 1,375 Sample Analysis- 6,072 Asbestos Lead-Based Work Plan 572 Asbestos Work Plan 572 Final Report 330 Estimated 1,144 Reimbursables Forensic Analytical $ 11,627 Total HazMat On Site Testing $ 10,780 Project Management 1,485 Final Report 660 Estimated 9,053 Reimbursables Forensic Analytical $ 21,978 Total Carbon Monoxide $33,605 Grand Total Section 3' Exhibit"D" Schedule of Performance is hereby amended to add the following additional schedule of performance for Phase III for the additional 80 houses: PALM SPRINGS INTERNATIONAL AIRPORT-RESIDENTIAL SOUND INSULATION PROGRAM,PHASE III Month ID Task Duration 1 2 3 4 �56 7 8 9 10 11 12 13 14 15 16 17 1 Start of Services 1 day 2 Airport Scope Meeting 1 day — 3 Homeowner Notification 2 days _ 4 Homeowner Meeting 1 day _ 5 Control Home Selection 1 day — Pre-Construction Noise Monitoring 2 days _ 7 Architectural Field Surveys 40 days — 8 Hazardous Material Testing 22 days _ 9 Arch./Acoustical Plans&Specs.Dev. 85 days 10 H/O Plan Approval&Contract Signing 2 days 11 FAA/Airport Plan Review&Approval 22 days 12 Advertise for Bids 24 days — 13 Pre-Bid Conference 1 day — 1 14 Open Bids/Make Recommendations day 15 FAA/Airport Cont Selection Approval 21 days 16 Homeowner Pre-Construction Meeting 1 day _ Contract Pre-Construction Conference 1 day _ 18 Issue Notice To Proceed 1 day _ 19 Review Submittals 13 days 20 Contractor Measurement Verifications 14 days _ 21 Material Lead Time 45 days — 22 Construction/Observation 75 days _ 23 Post-Construction Noise Monitoring 2 days 24 Post-Const Carbon Monoxide Testing 5 days _ 25 Prepare Final Report 11 days - 26 Project Close-Out 23 days 27 Homeowner Close-Out Meeting 1 day _ Section 4 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 govemed by the provisions of the Agreement. IN WITNESS WHEREOF,the parties have executed and entered into this Amendment as of the date stated below: ATTEST: CITY PALM SPRING ,C IFORNIA A municipal r Oil By( City Clerk City g r APPROVED AS TO FORM: va"K'�— CONTRACTOR: Cit nney (CC>eck one: _Individual_Partnership v)VED BY THE CITY CCYU l�(:dq_ _Corpo tion) f) (NOTARIZED) By: na (NOTARIZED) By: Signature Prhrt N itle Coma 1)d1.07006 � ' "' N©ARY PUBLIC-CALIFORfNIA iJ Gan Mateo County n f � G/✓ � •1 e- �tl �o My Cemrn.Expires uea-27 2000 S� fire Print Name&Title (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 Financial Officer). End of Signatures CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of San Mateo On `7—� before me, Patricia Gprassi's (, Notary Public, personally appeared perScrv.\�� Krown -6 m.'e- —t-o—me - OR satisLact =i—..•,: a, .. to be the person(,s- whose name(-s-) is/awe subscribed to the within instrument and acknowledged to me that he she they executed the same, in his/ er/ heir authorized capacity( -es,) , and that by h.is he their signature(-s-) on the instrument the person(•s-r, or the entity upon behalf of which the person(--,) acted, executed the instrument . WITNESS may hand and� official seal . r^ 20 Q 1 �R�JsIS Signature of Notary Sep.27._ 2000 C. Kell-Smith & Associates Airport Residential Sound Insulation Prog. Phase II AGREEMENT #4023 s M06267, 11-4-98 CrFY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR AIRPORT RESIDENTIAL SOUND INSULATION PROGRAM -PHASE II THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 4th day of November, 1998, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and C. Kell-Smith&Associates, Inc., (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and 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, Fetes 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. M- n76/099999-3000n1W694.26/14N6 iJffl\?'Q�l"flNAJ_ Lids..° Reveal: 0M0/98 1 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 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 four hundred and one thousand nine hundred and forty dollars and no cents ($401,940.00) (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 (1st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of R 76/099999-3000/2160684.26114196 Revises: 01n0/98 2 Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Carla Kell-Smith-President 1200 Bayhill Drive, Suite 224 San Bruno, CA 94066 (888)807-6200 (550)827-3909 FAX 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 F82276/099999-3000MM84.2 6114196 Rc iue : O120198 3 foregoing principals may not be replaced nor may their responsibihfies be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated 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, INDEMIVIFICATION 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: F 76/099999-30002160684.26/14/96 Aevum: O120198 4 (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(ii) combined single limit liability of$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Instttance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, 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 canceled before the expiration dated thereof, the issuing company shall mail 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. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. r=76/099999-900021W684.2 6114196 Revved: 0M0/98 5 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees 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 die 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 Sure . 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 Director of Administrative Services or designee of the City ("Director of Administrative Services") due to unique circumstances. In the event the Director of Administrative Services 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 Director of Administrative Services; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Director of Administrative Services to the City Council of City within ten(10) days of receipt of notice from the Director of Administrative Services. FM?6/099999-300021 W684.2 6114196 Revi>i: 0120/98 6 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 event; that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This. Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default R=76/099999-3000/ W04.2 6114/96 Re!u¢: 0120/98 7 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 nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 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 as zero dollars and no cents ($0.00) liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at 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 FM76/099999-3000/2160684.2 6/14/96 Re bu : 0IM198 8 Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES:NON-DISCRUMNATION 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 F5 n7 6/09 9 9 99-3 0 0 0/21 60 68 4.26/I4/96 Rc bN: 01a0/98 9 served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that 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 parry, (iii)by so executing this Agreement, such parry is formally bound to the provisions of this Agreement, and (iv) the entering this Agreement does not violate any provision of any other Agreement to which said party is bound. F 76/099999-30002160684.2 6114196 R.i.w: 01n0/98 10 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: City Clerk z`p City Manager APPROVED AS TO FORM: CONTRACTOR: C. Kell—Smith & Associates, Inc. � �� ���,�;_,/�,f,+ , v""' (Check One: individual, City Attorneypartnership, rp ration) * $ 0 (NOTARIZED) By �rA� Caem.#10397l0 ignature ad ��"S4 Carla Kell—Smith, s' t ^ Print am.a and Ti 57 (NOTARIZED' B [C li7 V r THO A. M(L y Signature Cam►S 1039790 tgTwtr wettC•CAtraaM 4 =x�b Mailing Address: C. Ke 1—Smith & Associates, Inc. 1200 Bayhill Drive, Suite 224 San Bruno, CA 94066 s (Corporations require two signatures; one from each of the following: A. Chairman of Board, President, any Vkice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer) End of Signatures r 76/099999-3000/21606U.26/11/96 Reveal: 01W99 11 ALL-PURPOSE ACKNOWLEDGMENT State of California I • County of__�// �/t ASS./ ' IOn S!4 '- /l , /g� before me, 14 . 41 I (DAT n ,p A (NOTARY)personally appeared C ��1Lf7 ;>� L� —S/ifi-7 - I SIGNER(S) • K I personally known to me - OR_ ❑ proved to me on the basis of satisfactory I evidence to be the person(s) whose name(s) Iis/are subscribed to the within instrument and I I acknowledged to me that he/she/they executed the same in his/her/their authorized • capacity(ies), and that by his/her/their I signature(s) on the instrument the person(s), ' ¢ iHOMASA lA11�9 or the entity upon behalf of which the i Lamm.!303l7l0 person(s) acted, executed the instrument. • a c4pc I ►ate x L ' IWITNESS my hand and official seal. I I • NOTARY'S SIGNAtffRE i ! OPTIO:NAL INFORMATION I The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • CAPACITY CLAIMED BY SIGNER (PRINCDPAL) DESCRIPTION OF ATTACHED DOCUMENT I ' ❑ INDIVIDUAL 7 • CORPORATE OFFICER J TITLE(S) TITLE OR TYPE OF DOCUMEN I I ❑ PARTNER(S) I • ❑ ATTORNEY-IN-FACT /p • I ❑ TRUSTEE(S) NUMBER OF PAGES ' • ElGUARDIAN/CONSERVATOR I ❑ OTHER: _ I DATE OF D UMENT iSIGNER IS REPRESENTING: I • I NAME OF PERSON(S)OR ENTRY(IES) I • _ c OTHER • APA I/94 VALLEY-SIERRA, 800-362-3369 EXHIBIT "A" .SCOPE OF SERVICES PALM SPRINGS REGIONAL AIRPORT -RESIDENTIAL SOUND INSULATION PROGRAM -PHASE II PROTECT MANAGEMENT SERVICES G Oversee Project: C. Kell-Smith& Associates, Inc. (CKSA) will prepare and monitor a project schedule and provide general and specific direction to the team to insure the success of the Palm Springs Regional Airport Residential Sound Insulation Program, Phase Two. All documents and materials will be reviewed by CKSA prior to Airport submittal. CKSA will meet with the Palm Springs Regional Airport Staff to determine the property selection criteria and the program policies necessary to provide a fair, equitable and FAA compliant program. The CKSA team and the Airport staff will select the participating properties. All scheduling for the consultants and the construction contractor will be provided by CKSA. CKSA will attend any City Council, Board or Commission meeting the Airport Staff deems necessary. G Community Outreach: CKSA will prepare and distribute informational packets to the applicants on file and conduct a community informational meeting for homeowners interested in the program. Correspondence will be mailed to notify homeowners of selection. CKSA will also prepare and conduct meetings with the participating homeowners at milestones of 1) selected homeowners, 2) homeowners construction preparation meeting, 3) homeowners signing of legal agreements and plans and, 4) homeowner close-out meeting. Quarterly Newsletters will be prepared and mailed to the participating homeowners with copies to elected officials and/or board members. CKSA will distribute any hazardous materials reports generated by Forensic Analytical to the participating homeowners. A toll-free telephone number is available to the community for any questions or comments about the program. G Legal Documentation: CKSA will provide a title search on each participating property and prepare an easement and agreement for the homeowners and Airport signatures. Arrangements will be made to retain notary services for the signatures. CKSA will work with the Airport to record the legal documents. fi Federal Aviation Administration Airport Improvement Program: CKSA will process required documents through and with the FAA to insure federal compliance. Each proposed modification or program implementation will be monitored by CKSA for FAA eligibility. CKSA will prepare and conduct a pre-bid and pre-construction conference to guarantee FAA conformity. HAZARDOUS MATERIAL SPECIALISTS G Testing: Forensic Analytical (FA) will conduct testing for lead-based paint and asbestos on areas that will be disturbed by construction. Carbon Monoxide testing will occur before and after construction in every home in this project. The testing areas will be defined by the plans. G Work Plan: FA will prepare a comprehensive Work Plan to be incorporated into the Project Specificafions. Submittal Review: FA will review the construction contractor's proposed abatement program for federal and state compliance. F 76/099999-30002160684.26/14M Revisal: MOM EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 12 EXHIBIT "A" continued PALM SPRINGS REGIONAL AIRPORT -RESIDENTIAL SOUND INSULATION PROGRAM -PHASE II Acoustical Engineering Services The Palm Springs Regional Airport has completed the Residential Sound Insulation Pilot Program. This new project is to sound insulate approximately 40 single family dwelling units within the 1999 NEM (Noise Exposure Map). The dwelling units are within a 65+ CNEL. The objective of this project is to reduce the interior noise levels of the participating residential dwelling units to a CNEL of 45 db and an improvement of at least a 5 db. The project is funded by the Federal Aviation Administration(FAA) and this Airport. The residential sound insulation project will be overseen by the Palm Springs Regional Airport, under the direction of Jeri Riddle, Aviation Director. Project Management will be provided by C. Kell-Smith&Associates, Inc., with a team approach of acoustical engineering, architectural services, mechanical services and hazardous materials specialists subconsultants. The teams is required to comply with Federal regulations governing the project. SCOPE OF WORK 1. Attend two (2) scopiug meetings at Palm Springs Regional Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. 2. Attend a Homeowner's Informational Meeting for purposes of defining the project for potential participants. Contribute an acoustical presentation and respond to questions regarding the process to be employed during the project. Based on the volunteer property owners and in a cooperative effort with the airport and other team members, assist in selecting the 40+ potential properties. 3. Attend and participate in a meeting with the selected homeowners to discuss the project in detail. 4. Assist in the selection of the "control" homes and perform pre-construction noise audits. The "control" homes will be ten percent (10%) of the participating dwelling units. Acoustical audits will include the simultaneous measurement of aircraft noise levels inside and outside dwelling units during individual aircraft overflights. 5. Identify structural elements of the residences which transmit sound energy from the exterior to the interior of the structure. Identify those acoustic elements which transmit the highest levels of sound energy and which will result in the most cost effective level of sound attenuation when modified. Alternate methods of noise insulation should be considered and compared for cost effectiveness in terms of cost per decibel of predicted sound reduction. The acoustical subconsultant will consult with the architectural subconsultant in order to determine the most cost effective methods of noise insulation. 6. Prepare composite noise reduction measures based on the technical data produced for each of the participating dwelling units. These measures should consist of various improvements which, when constructed, will achieve the specified project objectives at the least cost. The acoustical subconsultant will review the proposed sound attenuation measures with the architectural subconsultant for feasibility. F52M61099999-3000/MDR4.26114196 AcvUW: MOM EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 13 EXHIBIT "A" continued 7. Work with the architectural consultant to produce plans and specifications which will accomplish the project objective. This work will include coordination of the recommendations for standard treatments for the participating properties. The architectural consultant will be responsible for preparing the project plans and specifications. Review the Plans and Specifications prior to submittal for Airport approval. 8. Review the project cost estimates prepared by the architectural consultant and make revisions or adjustments based on technical expertise. 9. Attend and participate in a meeting with property owners to explain the construction process and to respond to questions concerning the sound insulation program. The architectural consultant will provide copies of the plans and specifications to each participating homeowner. Assist in the review and sign-off of plans with the homeowners. 10. Attend and participate in the pre-bid conference for contractors who are interested in responding to the bid package and be prepared to discuss acoustical elements to be installed and the required acoustical testing data. The pre-bid conference will include a walk-through of the participating properties. 11. Attend a pre-construction conference at the Airport to respond to the questions regarding the sound insulation process and proposed acoustical modifications. 12. Review product data submittals for acoustical rating compliance. 13. Inspect stored acoustically rated materials for compliance. 14. Attend construction on the first property to ensure compliance with the plans and specifications and monitor installation for acoustical performance. 15. Conduct post-construction noise audits. 16. Provide a project report evaluating the results of the noise insulation improvements. The report shall summarize the activities and findings of the project. The level of sound attenuation achieved with the additional noise insulation improvements shall be determined and compared to the cost of the improvements and reported. 17. Meet as necessary with CKSA and/or Airport staff and coordinate all aspects of the scope of work with the project team to ensure the timely and successful completion of the project. 18. Attend and participate in a close-out meeting with the Airport and homeowners. 19. Attend and participate in an Airport project open house at the completion of the project. F=76/099999-3000M60684.2 6114196 Acviaad: 0120/98 EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 14 EXHIBIT "A" continued PALM SPRINGS REGIONAL AIRPORT -RESIDENTIAL SOUND INSULATION PROGRAM -PHASE II Architectural Services The Pahn Springs Regional Airport has completed the Residential Sound Insulation Pilot Program. This new project is to sound insulate approximately 40 single family dwelling units within the 1999 NEM (Noise Exposure Map). The dwelling units are within a 65+ CNEL. The objective of this project is to reduce the interior noise levels of the participating residential dwelling writs to a CNEL of 45 db and an improvement of at least a 5 db. The project is funded by the Federal Aviation Administration(FAA) and the Airport. The residential sound insulation project will be overseen by the Palm Springs Regional Airport, under the direction of Jeri Riddle, Aviation Director. Project Management will be provided by C. Kell-Smith&Associates, Inc., with a team approach of acoustical engineering, architectural services, mechanical services and hazardous materials specialists subconsultants. The team is required to comply with Federal regulations governing this project. SCOPE OF WORK 1. Attend two (2) scoping meetings at Pahn Springs Regional Airport with Airport Staff to define the needs of the project and to discuss project coordination issues. 2. Attend a Homeowner's Informational Meeting for purposes of defining the project for potential participants. Contribute an architectund presentation and respond to questions regarding the process to be employed during the project. 3. Attend and participate in a meeting with the selected homeowners to discuss the project in detail. 4. The Architectural Consultant with the Acoustical Consultant will assist in isolating structural elements of the residences which transmit sound ejaergy from the exterior to the interior of the structure. Field measurements of selected dwellings will be performed. The Acoustical Consultant will provide recommendations for sound attenuation. The Architectural Consultant will review the recommendations and comment on feasibility of modifications proposed from the architectural perspective. 5. The Architectural Consultant will prepare plans and specifications based on the sound attenuation measures recommended by the Acoustical Consultant. The Plans and Specifications will be prepared on a S 1/2" x IV format. It is expected that the Plans will include Standardized Plans and Specifications to the maximum extent feasible which can be used for multiple residences within common categories. The objective for this task is to simplify architectural details in order to reduce reiterative or redundant items of work which do not require customized details. The Project Plans and Specifications will be expected to comply with Uniform Building Code requirements and AIA Standards for Contract Specifications where applicable. The Plans and Specifications will be incorporated into a bid package and submitted by the Architectural Consultant to the Airport for bid purposes. Issuance of Addendums and distribution in a timely manner to all planholders will be the responsibility of the Architectural Consultant. The Architectural Consultant F82276/099999-30002160684.2 6/14/96 Re 6 : 0120/98 EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 15 EXHIBIT "A" continued shall be responsible for reproduction of the Construction Documents (plans and specifications). It is anticipated that twenty(20)sets will be distributed. 6. Based on the Plans and Specifications developed in Task 5 the Architectural Consultant will prepare an estimate of unit costs for the standardized details and will prepare a total project cost based on the participating dwelling units in the Project. This cost estimate will be used by the Airport as a directive and guide during the bid process. A schedule for construction will be prepared by the Architectural Consultant. 7. Correspond with homeowners outlining work to be performed. Be available to answer participating owner questions/concerns. Revise wad change plans for homeowner changes and requests. The Architectural Consultant will be expected to attend a meeting for owner sign-off of floor plans. 8. The Architectural Consultant will meet and interact with the residential owner as a professional member of the project team. CKSA will arrange appointments and schedules for contact with homeowners and the Architectural Consultant will make,reasonable efforts to meet with homeowners as necessary. 9. The Airport will formally seek bids from Contractors based on the Plans and Specifications submitted by the Architectural Consultant. The Architectural Consultant is expected to participate in a pre-bid conference to discuss architectural elements to be installed. The pre-bid conference will include a walk- through of the participating properties. 10. The Architectural Consultant will be expected to verify that the Residential Sound Insulation Improvements are being constructed in accordance with the Plans and Specifications for all residences participating in the Project. 11. Attend a pre-construction conference at the Airport to represent the project and respond to questions regarding the sound insulation process and proposed architectural modifications. 12. Review product data submittals and inspect stored materials for compliance. 13. Construction Management Services will include reviewing and ensuring the contractor's schedule is met, reviewing and confirming accuracy of contractors progress payments, claims and change orders which may occur, processing clarifications, making recommendations to the Airport regarding Project Performance noting methods for improvement of insulation installation techniques as may occur, and providing project cost control by seeking measures to control claims and change orders. 14. The Architectural Consultant shall provide a Project Inspector during the construction phase to work with the construction contractor and homeowners to observe work in progress. The Project Inspector shall manage general administration tasks associated with implementation of the Project. The Inspector is expected to track contractor's on-site performance and note missed appointments, lack of clean up etc., advise Contractors of deficiencies noticed, and direct contractor to achieve successful homeowner/contractor communications. Start and completion dates shall be noted. MnJ6/099999-3000/2160684.2 6114196 RejsM: 0120/98 EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 16 EXHIBIT "A" continued The Project Inspector shall be responsible for fielding contractor questions regarding field conditions and processing clarifications as necessary. The Inspector shall review said questions with Project Manager and implement clarification materials as directed. The Inspector shall be responsible for making final inspections to assure all punchlist items shown on the Certification of Substantial Completion have been completed. An updated set of reference contract documents for Airport use shall be maintained by the Project Inspector. It is estimated that the Architectural Consultant will inspect each residence as necessary during construction, as well as during the final walk-though inspections for the purpose of preparing a Certificate of Completion. 15. The Architectural Consultant will provide the Airport with FAA Field/Inspection Reports, Construction Progress Meeting Notes and relevant correspondence on meetings between the contractor and the Architectural Consultant. The Architectural Consultant will also submit a project report summarizing construction progress and completion. The project report from the Architectural Consultant will be incorporated into a Final Project Report;to be prepared by the Acoustical Consultant. The project architect will attend and conduct weekly construction progress meetings. Provide in-progress construction documentation with before, during and after photographs of the participating dwelling units. The photographs will be used for presentation purposes for the homeowners and the Airport. 16. Meet as necessary with CKSA and/or Airport staff and coordinate all aspects of the scope of work with the project team to ensure the timely and successful completion of the project. 17. Attend and participate in a close-out meeting with the Airport and homeowners. 18. Attend and participate in an Airport project open house at the completion of the project. F=76/099999-3WO/216 0684.2 6/14/96 Aewed: 0120/98 EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 17 EXHIBIT "B" SPECIAL REQUIREMENTS 1. Section 1.6, Care of Work. In the second line, delete the words "equipment, materials". 2. Section 2.1, Contract Sum. In the line that reads, Compensation may include reimbursement for actual and necessary expenditures...add nota y services and title search. 3. Add a new Section 3.4, Option for Continued Services. The Contractor provides the City the option to continues services of Contractor for future Residential Sound Insulation projects at the sole option of the City. 4. In compliance with Section 4.3, written consent is hereby given to subcontract with: Christopher S. Mills, Architect Charles M. Salter Associates Forensic Analytical 5. Section 5.3, Performance Bond, is hereby waived. EXHIBIT "B" Re,b/:/o➢vv9saaoo2161WCCMRACT SERVICES AGREEMENT AevuM: O9999-3 18 EXHIBIT "C" SCHEDULE OF COMPENSATION See attached: Fee Proposal pages 1-6 for 40 Dwelling Units for PSP RSIP - Phase II. EXHIBIT "C" Rs ia�: 01120198 Oai6ofe©xCONTRACT SERVICES AGREEMENT R=76 01a0/98 19 OCT-22-1998 09:18 C.KE1-L-SMITI-18ASSOC. 4158273909 P.02 EXHIBIT"C"(continued) Schedule of Compensation DATE Palm Springs Regional Airport ATT: Barry Griffith CKSA Acct.PS9622 Environmental and Facilities Manager Palm Springs, Ca 92263 Project: Palm Springs Regional Airport Residential Sound Insulation Project Agreement Dated: Reference: Invoice Period: summary Description Contract Amount %Complete Total Due For 40 Houses C.Kell-Smith& 130,709 Associates, Inc_ Charles M.Satter 124,850 Associates(') Christopher S.Mills 122,456 Architect(') Forensic Analytical 15,279 (HazMat) Forensic Analytical(') 8,646 (Carbon Monoxide) Qrand Total 401,940 for40 Houses (•) Reimbursables Included (")Time and Material Basis with Not to Exceed Amount" The above is a summary table. The detailed schedule and budgets are shown below. Except as otherwise designated,all amounts shown below are lump sum totals. Paymentwill be made based upon the percentage completion of the task,when approved by the Contract Officer. When designated above,payment may include reimbursable expenses,or be on a Itime and material basis but not exceeding the amount listed(on the schedules below,reimbumables are separately design fisted). With the approval of the Contract Officer,modes may be shifted between budget categories as long as the Contract Sum is not changed. ' TOTAL P.02 EXHIBIT"C" (continued) Schedule of Compensation DATE Palm Springs Regional Airport ATT: Barry Griffith CKSA Acct. PS9622 Environmental and Facilities Manager Palm Springs, Ca 92263 Project: Palm Springs Regional Airport Residential Sound Insulation Project Agreement Dated: Reference: Invoice# Period: Description Contract Amount %Complete Total Due C. Kell-Smith& For 40 Houses Associates Prepare Schedule 870 Oversee Project 26,115 2 Scope Meets&Prep 1,630 Homeowner Info Meet 1,275 Property Owner 11,495 Selection Process Homeowner Contact 6,755 Newsltr Qrterly(6) 2,265 Schedule 1,400 Architectural Measurements Schedule Carbon 2,800 Monoxide Testing Before&After Schedule Hazardous 1,400 Materials Testing Distribute HazMat 420 Report to Airport& Homeowners Select Control Homes 213 Schedule Pre-Con Noise Monitoring 175 Arch/Acoust Plans& Specifications 3,915 Bid Process & 2,820 Contractor Selection Homeowner 1,275 Construct Meeting & Preparation Notice of Award 1,630 Obtain Submittals 900 Prep for Construction 2,355 Homeowner Appoint 1,400 Scheduling Sign of Contracts& 5,890 Plan Approval Construction 11,640 Financial Outlay& 1,845 Reimbursement Report Completion of Project 8,615 Attend Public 7,500 Meetings and Other Tasks Open House 2,980 Coord/Preparation Estimated 21,131 Reimbursables C.Kell-Smith& 130,709 Associates Total EXHIBIT"C"(continued) DATE Schedule of Compensation Palm Springs Regional Airport ATT: Barry Griffith CKSA Acct. PS9622 Environmental and Facilities Manager Palm Springs, Ca 92263 Project: Palm Springs Regional Airport Residential Sound Insulation Project Agreement Dated: Reference: Invoice# Period: Description Contract Amount % Complete Total Due Charles M.Salter For 40 Houses Associates 2 Scope Meets 2,992 Homeowner Meet#1 1,496 Homeowner Meet#2 1,496 Preconstruct Measure 10,670 Design Development 19,140 CNR Calculations 12,980 Design Documents 19,140 Cost Estimates 7,260 Homeowner Meet#3 1,496 Pre-Bid Conference 1,496 Pre-Con Conference 1,496 Vendor Submittals 10,340 Materials Inspection 1,496 Construction Observe 1,496 Post Construction 10,670 Measurement Report 3,784 PSP Staff Meeting 1,496 Close Out Meeting 1,496 Open House 1,496 Estimated 12,914 Reimbursables Charles M.Salter 124,860 Associates Total EXHIBIT"C' (continued) Schedule of Compensation DATE Palm Springs Regional Airport ATT: Barry Griffith CKSA Acct. PS9622 Environmental and Facilities Manager Palm Springs, Ca 92263 Project: Palm Springs Regional Airport Residential Sound Insulation Project Agreement Dated: Reference: Invoice# Period: Description Contract Amount % Complete Total Due Christopher S. Mills For 40 Houses Architect Home Selection 5,500 and Review Selected Home 11,000 Review Construction Does 63,650 Construction Admin 37,906 Estimated 4,400 Reimbursables Christopher S.Mills 122,456 Architect Total EXHIBIT"C"(continued) Schedule of Compensation DATE Palm Springs Regional Airport ATT: Barry Griffith CKSA Acct. PS9622 Environmental and Facilities Manager Palm Springs, Ca 92263 Project: Palm Springs Regional Airport Residential Sound Insulation Project Agreement Dated: Reference: Invoice# Period: Description ContractAmount %Complete Total Due Forensic Analytical For 40 Houses On Site Testing 3,245 Project Management 413 Sample Analysis-Lead 3,960 Sample Ana-Asbestos 5,500 Lead Base Work Plan 572 Asbestos Work Plan 572 Final Report 330 Estimated 687 Reimbursables Forensic Analytical 15,279 Total (HazMat) On Site Testing 5,346 Testing Equipment 880 Project Management 660 Final Report 660 Estimated 1,100 Reimbursables Forensic Analytical 8,646 Total (Carbon Monoxide EXHIBIT "D" SCHEDULE OF PERFORMANCE See attached : Schedule of Performance pg. 1 PSP RSIP Phase II. EXHIBIT "D" F52fE76/099999a000a16IWVMTRACT SERVICES AGREEMENT kCViWM: 01W98 20 PALM SPRINGS REGIONAL AIRPORT-RESIDENTIAL SOUND INSULATION PROGRAM Month ID Task Duration 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 Start of Services 1 day 2 Airport Scope Meeting#1 1 day _ 3 Homeowner Orientation Meeting 1 day _ 4 Airport Scope Meeting 02 1 day — 5 Participating Home Selection 4 days _ 6 WO Notification Select/Non-Select 2 days _ 7 Selected Homeowner Meeting 1 day _ Control Home Selection 1 day _ 9 Pre-Construction Noise Monitoring 2 days — 10 Architectural Field Surveys 20 days — 11 Hazardous Material Testing 9 days _ 12 Arch./Acoustical Plans& Specs.Dev. 65 days 13 WO Plan Approval& Contract Signing 2 days _ 14 FAA/Airport Plan Reveiw& Approval 22 days 15 Advertise for Bids 24 days 16 Pre-Bid Conference 1 day 17 Open Bids/Make Recommendations 1 day 18 FAA/Airport Cont.Selection Approval 21 days INHomeowner Pre-Construction Meeting 1 day Contract Pre-Construction Conference I day 21 Issue Notice To Proceed 1 day 22 Review Submittals 13 days 23 Contractor Measurement Verifications 14 days _ 24 Material Lead Time 45 days 25 Construction/Observation 75 days 26 Post-Construction Noise Monitoring 2 days 27 Prepare Final Report 11 days 28 Project Close-Out 23 days — 29 Homeowner Close-Out Meeting 1 day 30 Party 1 day PALM SPRINGS REGIONAL AIRPORT-RESIDENTIAL SOUND INSULATION PROGRAM Month ID Task Duration 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 ;1 Start of Services 1 day 2 Airport Scope Meeting 91 1 day _ 3 Homeowner Orientation Meeting 1 day — 4 Airport Scope Meeting#2 1 day _ 5 Participating Home Selection 4 days _ 6 H/O Notification Select/Non-Select 2 days _ 7 Selected Homeowner Meeting 1 dayID _ Control Home Selection 1 day _ 9 Pre-Construction Noise Monitoring 2 days _ 10 Architectural Field Surveys 20 days — 11 Hazardous Material Testing 9 days _ 12 ArchJAcoustical Plans& Specs.Dev. 65 days 13 H/O Plan Approval& Contract Signing 2 days _ 14 FAA/Airport Plan Reveew&Approval 22 days — 15 Advertise for Bids 24 days — 16 Pre-Bid Conference 1 day _ 17 Open Bids/Make Recommendations 1 day _ 18 FAA/Airport Cont.Selection Approval 21 days — 9 Homeowner Pre-Construction Meeting 1 day _ Contract Pre-Construction Conference 1 day _ 21 Issue Notice To Proceed 1 day _ 22 Review Submittals 13 days _ 23 Contractor Measurement Verifications 14 days _ '24 Material Lead Time 45 days — 25 Construction,/Observation 75 days 26 Post-Construction Noise Monitoring 2 days _ 27 Prepare Final Report 11 days _ 28 Project Close-Out 23 days — 29 Homeowner Close-Out Meeting 1 day 1.30 1 Party 1 day _ • FUCG 17-1993 10:54 C.IELL-SMITH&gS5DC. 4158G/s r.ee 1 MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF C. KELL-SMITH & ASSOCIATES a California Corporation The first meeting of the Board of Directors of C. Kell-Smith & Associates, a California corporation(the"Corporation"),was held at 1200 Baybill Drive,Suite 224.San Bruno,California on June 1, 1995, at 2:00 P M. of said day, pursuant to the foregoing Waiver of Notice and Consent. The director of the Corporation was present at the meeting. Carla Kell-Smith presided as chairman over the meeting. ARTICLES OF INCORPORATION The Chairman stated that the original.Articles of Incorporation had been filed in the office of the { Secretary of State of the State of California on March 24, 1995. Upon motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that a copy of the Articles of Incorporation certified by the California Secretary of State shall be filed and maintained in the Corporation's Minute Book. i BYLAWS The Board then reviewed the Bylaws adopted by the incorporators and attached hereto as Exhibit A. Upon motion duly made, seconded and unanimously carried, the following resolutions were adopted: RESOLVED, that the Bylaws, adopted by the Incorporators of the Corporation in the form attached as Exhibit A to the Statement of Incorporators in lieu of An Organizational Meeting and incorporated herein by this refercnce, are hereby ratified and adopted as the Bylaws of the Corporation. ALU-17-199EI 10:55 C.KELL--SMI ITQJAK SOC. F'.W FURTHER RESOLVED, that the Secretary, when elected, is authorized and directed to execute a Certificate of Adoption of the Bylaws and to insert said Bylaws as so certified in the Corporation's Minute Book, and to see: that a copy of said Bylaws, similarly certified is kept at the principal office for the transaction of business of the Corporation. ELECTION OF OFFICERS The directors proceeded to the election of officers. On motion duly made, seconded and unanimously carried, the following resolutions were adopted: RESOLVED, that the following persons be, and they hereby are, elected to the offices designated after their respective names, to take their respective offices immediately upon such election and to hold the same until they resign, are removed or otherwise disqualified to serve, or until their respective successors are elected and qualified: President - Carla Kell-Smith Secretary - Carla Kell-Smith �+ Chief Financial Officer - Carla Kell-Smith PRINCIPAL EXECUTIVE OFFICE The matter of the location of the principal office of the Corporation for the transaction of its business in the State of California was then considered_ On motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the principal executive office of the Corporation shall be located at 1200 Bayhill Drive, Suite 224, San Bruno, California, 94066 CORPORATESEAL The Secretary then proposed the adoption of a seal for the Corporation. On motion duly made, seconded and unanimously carried, the following resolution was adopted: F� I i • FLG-17-1998 10:55 C.FELL-SMI TH84:GSOC. i RESOLVED, that this Corporation's seal shall consist of two concentric circles, between which shall be the Corporation's name and state of incorporation and within which shall be the word "incorporated" and the date of incorporation. ADOPTION OF STOCK CERTIFICATE The Secretary presented to the Board a proposed form of share certificate for use by the Corporation. On motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the form of stock certificate attached hereto as Exhibit B and incorporated herein by this reference is adopted for use by this Corporation. FISCAL YEAR The Chief Financial Officer then proposed adoption of a fiscal year for accounting purposes. Upon motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the fiscal year of the Corporation shall commence on the first day of January in each year and end on the last day of December in each year. SECTION 1244 STOCK The Board then discussed the benefits of qualifying the common stock of the Corporation as "Section 1244 Stock" and organizing and managing the Corporation so that it is a "Small Business Corporation," as defined in Section 1244 of the Internal Revenue Code of 1986 as amended (the "IRC"). Compliance with this section may enable shareholders to heat any loss sustained by a shareholder on the sale or exchange of sharrs of the Corporation as an ordinary loss on the shareholder's personal income tax return With the intent of achieving this result upon motion duly made and seconded, the following resolutions were unanimously adopted: FYJCr17-1998 10;56 C.KELL--',MI IF&H--SUI.. til�f.»ef� r.eu RESOLVED, that the proper officers of the Corporation, are authorized to sell and issue ` common shares pursuant to IRC Section 1244 in an aggregate amount of money and other property (as a contribution to capital and as paid in surplus), which together with the aggregate amount of common stock, does not exceed $1,000,000.00. RESOLVED FURTHER, that the Corporation shall sell and issue its common shams in such a manner that in the hands of qualified shareholders, the shares shall receive the benefit of IRC Section 1244, as amended. RESOLVED FURTHER, that the proper officers of the Corporation are directed to maintain such records as are necessary and take such further steps as necessary pursuant to IRC Section 1244, so as to enable the common shares issued hereunder to qualify as "Section 1244 Stock" and allow any shareholder who experiences a loss on the transfer of shares of common stock of the Corporation to qualify for "ordinary loss" deduction treatment on his or her individual income tax return. �-+ ISSUANCE OF SHARES The Secretary presented the following resolutions which, upon motion duly made, seconded and unanimously carried, were adopted: WHEREAS, this Corporation is authorized to issue an aggregate of ten thousand (10,000) Common Shares. RESOLVED, that the officers of the Corporation are, and each individually is, authorized and directed to prepare and cause to be executed by any officer of the Corporation, and filed on behalf of the Corporation with the Commissioner of Corporations of the State of California, a "Notice of Transaction Pursuant to Corporation Code Section 25102(f)," in order to permit the Corporation to issue and sell its Common Shares in the amounts and for the consideration set forth below: I Name Number of Shares Consideration Carla Kell-Smith 1,000 $5,000 1 MG-17-1998 10:SG C.KELL-SMITtiRBSS(JC. 41-�i r.ro RESOLVED FURTHER, that the President and the Secretary are authorized and directed to issue and sell the Common Shares to the persons, in the amounts, and for the consideration stated in, and in compliance with all the terms and conditions of, such Notice and these resolutions. EXPENSES OF INCORPORATION In order to provide for the payment of the expenses of incorporation and organization of the Corporation, on motion duly made, seconded and unanimously carried, the following resolutions were adopted: WHEREAS, Section 248 of the IRC authorizes an election to amortize organizational expenditures ratably over a period of 60 months or longer. WHEREAS, the Corporation has expended considerable sums in defraying the organizational expenses of the Corporation. WHEREAS, the Board of Directors has made thorough study of the amortization method as contrasted with the capitalization method of recovering organizational expenses. WHEREAS, it is the opinion of the Board of Directors that adoption of the amortization method will effect tax savings and reduce accounting costs. RESOLVED, that the President and/or the Chief Financial Officer be, and each of them hereby is, authorized and directed to pay or reimburse, to the extent already paid, the expenses of the incorporation and organization of the Corporation. FURTHER RESOLVED, that beginning with the month in which the Corporation begins business, the Corporation adopt a system of amortizing organizational expenditures ratably over a period of sixty months in accordance with Section 248 of the IRC. CORPORATE BANK ACCOUNT The matter of management of the fiscal affairs of the Corporation was brought before the meeting and discussed. On motion duly made, seconded and unanimously carried, the following resolutions were adopted. , AUG-17-1998 10.57 C.KB-L-SMITH&F SOC. 41582739J9 P.07 RESOLVED, that this Corporation establish one or more deposit accounts in such Bank or Banks as may be determined by the President of the Corporation to be convenient or desirable for the conduct of its business. FURTHER RESOLVED, that funds from said accounts may be withdrawn on checks or drafts of the Corporation signed by Carla K6.&Smith. FURTHER RESOLVED, that the Secretary of this Corporation is hereby authorized to certify such standard form banking resolutions as may be required by such Bank or Banks as having been adopted by this Corporation's Board of Directors in these proceedings, and upon such certification, such resolution or resolutions shall be. incorporated herein as if set forth fully herein. FURTHER RESOLVED, that the Secretary of this Corporation is hereby directed to attach a copy of all resolutions certified to such Bank or Banks pursuant to the above authority as an exhibit to these proceedings. FURTHER RESOLVED, that the Secretary, or any Assistant Secretary, of this Corporation be ;erw and hereby is authorized and directed to certify to the Bank or Banks that these resolutions have been duly adopted and are in conformity with the Articles of Incorporation, and Bylaws of this Corporation, and further to certify to such Bank or Banks a copy of these resolutions, the names and specimen signatures of the present officers and other persons of this Corporation authorized to sign as aforesaid, and the fact of any change of the persons herein designated by title together with the name and specimen signature of the successor. FURTHER RESOLVED, that these resolutions and each such certification shall remain in full force and effect, and such Bank or Banks are authorized and requested to rely and act thereon and shall be indemnified and saved harmless from all liability and loss incurred by it in continuing to act in pursuance of these resolutions (even though they may have been changed) until it shall receive at its office, or offices if more than one, to which a certified copy of these resolutions is delivered, either a certified copy of a further resolution of the Board of Directors amending or rescinding these resolutions or a further certifications as above provided for, as the case may be: and the Bank or Banks are authorized to honor any instrument and agreement signed by any new person in respect of whom it has received any such certification as successor with the same force and effect as if said new person where named in the foregoing resolutions. FCrr17-1998 10:58 c.KEU--SMt-Pr18gS . 4rSt1G ls�y r.ex� STATEMENT BY DOMESTIC STOCK CORPORATION { The Board of Directors then recognized that within ninety (90) days of incorporation, the Corporation is required to file with the California Secretary of State a form mandated by Section 1502 of the California Corporations Code, which form will list the business of the Corporation and the names and addresses of the officers, directors and agent for service of process. On motion duly made, seconded and unanimously carried, the following resolutions were adopted: RESOLVED, that the President or the Secretary is authorized and directed to prepare and to file or cause to be prepared and filed with the California Secretary of State the necessary statement in compliance with Section 1502 of the California Corporations Code. FURTHER RESOLVED, that in the event of any change in the agent for service of process as stated in the aforementioned form, the President or the Secretary shall execute a new form and send it to the secretary of State, and, in addition, those officers ate directed to file a new form annually in accordance with the provisions of Section 1502 of the California Corporations Code. ! QUALIFICATION TO TRANSACT BUSINESS Upon motion duly made, seconded and unanimously carried, the following resolution was adopted. RESOLVED, that any officer be, and each individually is authorized and directed to prepare and file, or cause to be prepared and filed, and execute such certificates, reports, and/or other documents as may be required by law to be filed in any state in which such officers shall deem it is in the best interest of the corporation and its shareholders to file the same, in order to authorize the Corporation to transact business in such state(s). i EMPLOYER IDENTIFICATION AND WITHHOLDING The Secretary presented the following resolution which, upon motion duly made, seconded and unanimously carried, was adopted: i i AW 17-1998 10:59 C.KELL-sMITH8FSSDC. 4158273909 H.09 RESOLVED, that the officers of the Corporation are and each individually is authorized and directed to mice all actions deemed necessary or appropriate to secure federal and employer identification numbers and to comply with all laws regulating payroll, reporting, withholding and taxes. fAYr17-1990 10:59 C.KELL-SMI II-ISf-IbbLg-. 0 + ,I API'OIIVTmENT OF CERTIFMD PUBLIC ACCOUNTANTS AND ATTORNEYS The appointment of attorneys and certified public accountants was then discussed. On motion duly made, seconded and unanimously carried, the following resolutions were adopted: RESOLVED, that George Parker, CPA, 1214 Frontera Way, Millbrae, CA 94030 is hereby appointed as the accountant for the Corporation. FURTHER RESOLVED, that Wendy Kress, Esq. located at 45 Jerome Avenue, Piedmont, California 94611, is hereby appointed as the attorney for the Corporation. AUTHORITY The Chairwoman presented the following resolution which, upon motion duly made, seconded and unanimously carried, was adopted: RESOLVED, that the officers of the Corporation are, and each individually is, authorized to do and perform any and all acts, including execution of any and all documents and certificates, as they shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions. ADJOURNMENT There being no further business to come before the Board of Directors, the meeting was, upon motio duly made and seconded, adjourned. I I Cara 11-Smith, S Attachments: Exhibit A: Bylaws 7 Exhibit B: Specimen Share Certificate i TOTAL P.10 DATE a CERTIFIC _ OF LIABILITY INSURAI Lg1 001 98 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION I Town G Country Ins./PIIB _ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License µOB91429 J� HOLDER THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 112 6 Broadway Suite 5 J' � 1IF/-f ,T F''r, �1 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Burlingame CA 94010 + / 1 I� 4,/�'A4�.,,.,� COMPANIES AFFORDING COVERAGE _ Robert M. O'Neill PHPA.NA. 650-343-8450 F..No.650-343-8456 _ I A Hartford Insurance Co. NB W EO COMPANY B Hartford Insurance Co. C. Kell Smith G Associates COMPANY Carla C , USF G G Insurance 1200 Bayhill Dr. , Suite 22 COMPANY San Bruno CA 94066 D Admiral Insurance Company COVERAGES THIS IS TO CERTIFY THATTHE POLICIES CF INSURANCE LINED BELO,A HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOYVATRSTANDING MY IEDUIREMENT,TERM ORCONDI A.1N OF ANYCONTRACT OR OTHER DOCUMENTWITH RESPECT TO MICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN.THE INSURANCEAFI.)TIDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL WE TERMS, !%CLUSIONSAND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAr HAVE BEEN REDUCED W PAID CLAIMS. -_ GD POUCYEFM!CTNE POLH:YEXPIRATN4 LIMITS LW TYPE OF WSURANCE POLICY NUMSrI DATE(MORBIDITY) DATE(MMIDDYY) GENERAL LUBNTY GENERALAGGREGATE ;2 O_OO,DOO_ A XI OONMFRTJALGENEBALLIANLITY 57UECHS3779 01/01/98 01/01/99 PRODUCTS-COMPIOP AGO 112,000,000 CLAIMS MADE E=OR PERSONAL AADV INJURY 411,000,000 DMENSACONTRACTBRSrROT EACHOCCURRENCE 31,000 000 MAE DAMAGE J"RAA Mn) $300,000 MED EXP AMR MIA DA—) ;10 000 AUTOMOBILE LIABILITY COMMUNED SINGLE LIMIT ;1,000,000 C -..ANY AUTO 8FA00000197191 09/10/98 09/10/99 -_ ALL OWNED AUTOS SODILY INJURY Pn PAnP ) X SCHEDULED AUTOS -- X HIRED AUTOS BODILYNJURY 3 (P.,.edd.w) X NON-OWNED AUTOS — X COLLISC_N-DED 500 PROPERTY DAMAGE ; X CCMP -DED 500 -___ GAMGE UABILItt AUTO ONLY.EA ACCIDENT B ANY AUTO OTHER THAN AUTO ONLY: -- - EACH ACCIDENT ; _ r AGGREGATE ; I EXCESS LIABILITY EACXOLCURIENCE ; F AGGREGATE ; UMBRELLA FORN — OTNER THAN L:RELLA FORM WORKERS COMPENSATION AND X ING TORY LINTS OER EMPLOYERS-LIABILITY EL EACH ACCIDENT E1,0_00,000 B THEPROPRIETOW X BIEL 37WECEI3550 — 02/01/98 02/01/99 EL DISEASE.POLICY LIMIT $1,000,000 PARTNERS/E%EWTIVE '� OFFICERS ARE EXCL! EL DISEASE•M EMPLOYEE $1 000,000 OTHER D PROFESSIONAL LIAB A97PLO1438 T02/13/98 02/13/99 LIABILITY 1,000000 DED 2,500 DESCRIPTION OF OPEMTONEILOCATONSNEXICLESIfiPEgAL D"EM6 CERTIFICTATE HOLDER I5 ADDED AS ADDITIONAL INSURED. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE PALM SPRINGS REGIONAL AIRPORT EXPI RATION OATS THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL EVIORMENTAL FACILITIES MGR. 30 DAYS WRITTEN NOTICE TO WE CERTIFICATE HOLDER NAMED'M THE LEFT, SOHN HARRY GRIFFITH BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 42-9 NORTH CIVIC DRIVE PALM SPRINGS CA 92262 OF ANY RR UPON E COMPANY,In AGENTS 0R REPRESENTATIVES AUTXORIiEO REPRESENTATIVE Robert M. O'Neill ACORD 25S(1195) " ACORD CORPORATION 1988