HomeMy WebLinkAboutA6139 - O'LINN EXECUTIVE SECURITY SERVICES3WW1WM STATE FARM'
A.
PO Box 2368
Bloomington IL 61702-2368
DATE OF NOTICE: NOV 11 2024
CODE:
ENO
AT1 23
CITY OF PALM
PO BOX 2743
PALM SPRINGS
105A
W2280 IX 9]
SPRINGS
CA 92263-2743
NOTE: PLEASE NOTIFY STATE FARM AT THE
ADDRESS LISTED AT THE TOP, LEFT CORNER
OF THIS PAGE REGARDING ANY CHANGE OF
ADDRESS INFORMATION.
RECEIVED
NUV 19 2024
OFFICE OF THE CITY CLERK
ADDITIONAL INSURED'S NOTICE OF COVERAGE
State Farm Mutual Automobile Insurance Company
3B6E-FB8GA
NAMED INSURED:
POLICY NO:
476 2574-Al0-75M
COVERAGE:
GLINN EXECUTIVE SECURITY
YR/MAKE/MODEL:
2010 FORD VAN
BI AND PD LIABILITY
SERVICE, INC
VIN/CAMPER:
1 FTNE2EL8ADA49771
$ 1 MIL /$1 MIL/$ 1 MIL
$500 DIED. COMP.
20061 SATICOY ST STE 205
AGENT NAME:
ARACELI SANDOVAL INS
AGCY INC $500 DIED. COLL.
WINNETKA CA 91306-2697
AGENT PHONE:
(818)887-1060
ENDORSEMENT NO: 6028BU
POLICY EFFECTIVE
SEP 03 2024 UNTIL TERMINATED
POLICY MESSAGES: This policy shown above supersedes policy# 4762574-75L.
The policy includes a loss payable clause protecting the additional insured's interest in the described car to the extent of the insurance
provided and subject to all policy provisions. The additional insured will be given 20 days notice if the policy is terminated. Until such notice
is provided, it shall be presumed that the required renewal premiums have been paid. The additional insured must notify us within 10 days of
any change of interest or ownership coming to their attention. Failure to do so will render this policy null and void.
FRT
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PO Box 2368
Bloomington IL 61702-2368
DATE OF NOTICE: SEP 30 2024
CODE:
85A
AT1 23
002379 0093
CITY OF PALM SPRINGS
PO BOX 2743
PALM SPRINGS CA 92263-2743
IIP IIIhIIuI IIhIIIIIII II 111rrr1IIIII1111drlllll1111ofI
NOTE: PLEASE NOTIFY STATE FARM AT THE
ADDRESS LISTED AT THE TOP, LEFT CORNER
OF THIS PAGE REGARDING ANY CHANGE OF
ADDRESS INFORMATION.
RECEIVED
OCT 0 7 2024
OFFICE OF THE CITY CLERK
ADDITIONAL INSUREDS NOTICE OF COVERAGE
State Farm Mutual Automobile Insurance Company
386E-FB8GA
NAMED INSURED: POLICY NO:
476 2574-A10-751-
COVERAGE:
O'LINN EXECUTIVE SECURITY YR/MAKE/MODEL:
2010 FORD VAN
BI AND PD LIABILITY
SERVICE, INC VIN/CAMPER:
1 FTNE2EL8ADA49771
$ I MIL/$ t MIL 1$ 1 MIL
SSW DED. COMP.
20061 SATICOY ST STE 205 AGENT NAME:
ARACELI SANDOVAL INS
AGCY INC 5500 DED. LOLL
WINNETKA CA 91306-2697 AGENT PHONE:
(818)887-1060
ENDORSEMENT NO: 6028BU
POLICY EFFECTIVE
SEP 032024 UNTIL TERMINATED
POLICY MESSAGES:
The policy includes a loss payable clause protecting the additional insured's interest in the described car to the extent of the insurance
provided and subject to all policy provisions. The additional insured will be given 20 days notice if the policy is terminated. Until such notice
is provided, it shall be presumed that the required renewal premiums have been paid. The additional insured must notify us within 10 days of
any change of interest or ownership coming to their attention. Failure to do so will render this policy null and void.
FRT
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.
PO Box 2368
Bloomington IL 61702-2368
DATE OF NOTICE: SEP 24 2024
CODE:
66A
AT1 23
W2728 W93
CITY OF PALM SPRINGS
PO BOX 2743
PALM SPRINGS CA 92263-2743
1mIDlMMM
NOTE: PLEASE NOTIFY STATE FARM AT THE
ADDRESS LISTED AT THE TOP, LEFT CORNER
OF THIS PAGE REGARDING ANY CHANGE OF
ADDRESS INFORMATION.
RECEIVED
SEP 3 0 2024
OFFICE OF THE CITY CLERK
ADDITIONAL INSUREVS NOTICE OF COVERAGE
State Farm Mutual Automobile Insurance Company
3B6E-FB8GA
NAMED INSURED:
POLICY NO:
476 2574-A10-75L
COVERAGE:
O'LINN EXECUTIVE SECURITY
YR/MAKE/MODEL:
2010 FORD VAN
el AND PD LIABILITY
SERVICE, INC
VIN/CAMPER:
1 FTNE2EL8ADA49771
$ 1 MIL/$ 1 MIL /$ 1 MIL
$500 DED. COMP.
20061 SATICOY ST STE 205
AGENT NAME:
ARACELI SANDOVAL INS
AGCY INC $500 DED. COLL.
WINNETKA CA 91306-2697
AGENT PHONE:
(818)887-1060
ENDORSEMENT NO:
6028BU
POLICY EFFECTIVE
SEP 03 2024 UNTIL TERMINATED
POLICY MESSAGES: This policy shown above supersedes policy# 4762574-75K.
The policy includes a loss payable clause protecting the additional insured's interest in the described car to the extent of the insurance
provided and subject to all policy provisions. The additional insured will be given 20 days notice if the policy is terminated. Until such notice
is provided, it shall be presumed that the required renewal premiums have been paid. The additional insured must notify us within 10 days of
any change of interest or ownership coming to their attention. Failure to do so will render this policy null and void.
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AMENDMENT NO. 1
CONTRACT SERVICES AGREEMENT , 06139
FIRE AND BURGLARY ALARM MONTIORING AND MAINTENANCE SERVICES
THIS FIRST AMENDMENT to the Contract Services Agreement No. 6139 for fire and burglary alarm
monitoring and maintenance services is made and entered into to be effective on the 1 st day of July, 2014
by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter
referred to as the "City"), and O'Linn Executive Security Services, a California Corporation, (hereinafter
referred to as the "Contractor") (collectively, the "Parties").
RECITALS
A. City and Contractor previously entered into a contract services agreement for fire and
burglary alarm monitoring and maintenance services which was made and entered into on June 17, 2014
the "Agreement") in the amount not to exceed $19,020 for one year, terminating on June 30, 2014.
B. Section 4.4, "Term"allows for the agreement to be extended by mutual written agreement of
the Parties.
C. City and Contractor Desire to amend the Agreement(Amendment#1)to extend the term of
the contract for five(5) months terminating on November 30, 2014 at the monthly rate of$1,585 per month
for a total increase of$7,925. (Amendment No. 2)
NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein,the
Parties agree as follows:
AGREEMENT
1.Section 4.4 "Term" of the Agreement is hereby amended as follows:
The term of the agreement is extended five (5) months terminating on November 30, 2014, but may be
extended at the mutual written consent of the Contractor and the City".
Section 3.1 "Compensation of CONTRACTOR" of the Agreement is hereby amended as follows:
The total amount of Compensation shall not exceed $26,945 ($1,585 per month for seventeen (17)
months."
2.Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by
reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless
specifically modified herein, shall continue in full force and effect. In the event of any conflict or
inconsistency between the provisions of this Amendment and any provisions of the Agreement, the
provisions of this Amendment shall in all respects govern and control.
3.Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant
that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Amendment on behalf of said party, (iii)by so executing this Amendment,such party is formally bound to the
provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of
any other agreement to which said party is bound.
SIGNATURES ON NEXT PAGE]
1
RIU
IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated
below.
ATTEST: CITY"
CITY OF PALM SPRINGS, C
By
mes Thompson, City Jerk David H. Ready, City Rana r
Date: \11 U
APPROVE AS TO FORM: APPROVED F3Y CITY C0UNI CII
City Attorney
Date:
CONTRACTOR"
JO'
Linn Executive Security Services
Date: I O /I V By F
Rc n
Date: 1 a ! 29 ! 4
zgq'}{nc,QtrGQ 0.li Mia y4 ,ac5,,yi
2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of QC DP f-m I
On QC.D.InZ`(ZZ L before me, ke
me
n
n.t-
nm enaeT meu 6m
personally appeared NRaapl of epnerta)
who proved to me on the basis of satisfactory evidence to
be the person({ whose nameo is w subscribed to the
within Instrument and acknowledged to me that
heWip6y executed the same in hieutw/tftillir authorized
capacity(Pet), and that by hls/Ito Al Ar signaturbQ on the
Instrument the person(# or the entity upon behalf of
DIANE KORPINEN which the perscc jO)acted,executed the Instrument.
Commission #2005967
p"e Notary Public -California i I certify under PENALTY OF PERJURY under the laws
z Ventura County of the State of California that the foregoing paragraph Is
My Comm. Expires Feb t, 2017 true and correct.
WITNESS WITNESS my hfi'cial seal.
rya eeeasa.i roow
Signature
OPTIONAL
Though the informafion below is not required by taw.ft may prove valuable to persons town*on Me document
and could prevent Ineudufem removal and reaVechment of gu's hrrm to another daarrnernt.
Description of Attached Document
Title orrype of Document:16 rvuvtduunl
Document Date`. I AYA y I 1 Number of Pages:
Signer(s)Other Than Named Above:
Capacity(les)Claimed by Signer(s)
Signers Name: Signer's Name:--
0 Individual Indwidual
Cwporate 011icer—Title(s): Corporate Officer—Title(s):
U Partner—United U General Partner—U Limited General
Attomey in Fad Attorney in Fact
Trust"
Toe or""Hare
Trustee
Ton of r Hare
Guardian or Conservator Guardian or Conservator
Other. Other:
Signer Is Representing: Signer Is Representing:
O]OOT Natlay.I NaMry MwdMbn•9A50mecro Aw.,l'A,amzGaP•tlruewnM1,LA wsiszaaz•rnw.hl4wLNaNrrdp Xwn r%M RmNer:CNleLFrts180P8768621
3
CONTRACT SERVICES AGREEMENT
O'LINN EXECUTIVE SECURITY SERVICES
FIRE&B URGLARY ALARM MONITORING & MAINTENANCE SER VICES
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered
into on b•11 2013 by and between the City of Palm Springs, a California charter city and
municipal corporation ("City"), and, O'Linn Executive Security Services. City and
CONTRACTOR are individually referred to as "Party" and are collectively referred to as the
Parties".
RECITALS
A. City requires the services of a Fire and Burglary Alarm Monitoring Company for
monitoring and maintaining fire and burglary alarm systems at twenty nine (29) City facility
sites/locations.
B. CONTRACTOR has submitted to City a proposal to provide fire and burglary
system monitoring to City under the terms of this Agreement.
C. Based on its experience, education, training, and reputation, CONTRACTOR is
qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of CONTRACTOR for the Project.
In consideration of these promises and mutual agreements, City agrees as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scone of Services. In compliance with all terms and conditions of this Agreement,
CONTRACTOR shall provide fire and burglary alarm systems monitoring, services to City as
described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and
incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon
schedule of performance and the schedule of fees. CONTRACTOR warrants that all services and
work shall be performed in a competent, professional, and satisfactory manner consistent with
prevailing industry standards. In the event of any inconsistency between the terms contained in the
Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this
Agreement shall govern.
1.2 Compliance with Law. CONTRACTOR services rendered under this Agreement
shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful
orders, rules, and regulations.
1.3 Licenses and Permits. 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.
1 Revised:6116/10
720599.1
1.4 Familiarity with Work. By executing this Agreement, CONTRACTOR warrants
that it has carefully considered how the work should be performed and fully understands the
facilities, difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by CONTRACTOR is an essential
condition of this Agreement. CONTRACTOR shall prosecute regularly and diligently the work of
this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A."
CONTRACTOR shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of CONTRACTOR. Delays shall
not entitle CONTRACTOR to any additional compensation regardless of the party responsible for
the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of CONTRACTOR. CONTRACTOR shall be compensated and
reimbursed for the services rendered under this Agreement in accordance with the schedule of fees
set forth in Exhibit "A". The total amount of Compensation shall not exceed $19,020 ($1,585 per
month for twelve(12) months).
3.2 Method of Payment. In any month in which CONTRACTOR wishes to receive
payment, CONTRACTOR shall submit to City an invoice for services rendered prior to the date of
the invoice, no later than the first working day of such month, in the form approved by City's
finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized
services performed. City shall pay CONTRACTOR for all expenses stated in the invoice that are
approved by City and consistent with this Agreement, within thirty (30) days of receipt of
CONTRACTOR's invoice.
3.3 Chanstes. In the event any change or changes in the Scope of Services/Work is
requested by City, Parties shall execute a written amendment to this Agreement, specifying all
proposed amendments, including, but not limited to, any additional fees. An amendment may be
entered into:
A. To provide for revisions or modifications to documents, work product, or
work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in CONTRACTOR's
profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are not made,
this Agreement shall automatically terminate without penalty to City.
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
2 Revised 6/16110
720599.1
4.2 Schedule of Performance. All services rendered under this Agreement shall be
performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time
period extension must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered under this
Agreement may be extended because of any delays due to unforeseeable causes beyond the control
and without the fault or negligence of CONTRACTOR, if CONTRACTOR notifies the Contract
Officer within ten (10) days of the commencement of such condition. Unforeseeable causes
include, but are not limited to, acts of God or of a public enemy, acts of the government, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and
unusually severe weather. After CONTRACTOR notification, the Contract Officer shall
investigate the facts and the extent of any necessary delay, and extend the time for performing the
services for the period of the enforced delay when and if, in the Contract Officer's judgment, such
delay is justified. The Contract Officer's determination shall be final and conclusive upon the
parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement,
this Agreement shall continue in full force and effect for a period of one (1) year, commencing on
July 1, 2013, and ending on June 30, 2014, unless extended by mutual written agreement of the
parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at
any time, with or without cause, upon thirty (30) days written notice to CONTRACTOR. Where
termination is due to the fault of CONTRACTOR and constitutes an immediate danger to health,
safety, and general welfare, the period of notice shall be such shorter time as may be determined by
the City. Upon receipt of the notice of termination, CONTRACTOR shall immediately cease all
services except such as may be specifically approved by the Contract Officer. CONTRACTOR
shall be entitled to compensation for all services rendered prior to receipt of the notice of
termination and for any services authorized by the Contract Officer after such notice.
CONTRACTOR may terminate this Agreement, with or without cause, upon thirty (30) days
written notice to City.
5. COORDINATION OF WORK
5.1 Representative of CONTRACTOR. The following principal of CONTRACTOR
is designated as being the principal and representative of CONTRACTOR authorized to act and
make all decisions in its behalf with respect to the specified services and work: Richard O'Linn,
Owner. It is expressly understood that the experience, knowledge, education, capability, and
reputation of the foregoing principal is a substantial inducement for City to enter into this
Agreement. Therefore, the foregoing principal shall be responsible during the term of this
Agreement for directing all activities of CONTRACTOR and devoting sufficient time to personally
supervise the services under this Agreement. The foregoing principal may not be changed by
CONTRACTOR without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). CONTRACTOR shall be responsible for keeping the Contract
Officer fully informed of the progress of the performance of the services. CONTRACTOR shall
3 Revised:6116/10
720599.1
refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified,
any approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
education, capability, and reputation of CONTRACTOR, its principals and employees, were a
substantial inducement for City to enter into this Agreement. Therefore, CONTRACTOR shall not
contract with any other individual or entity to perform any services required under this Agreement
without the City's express written approval. In addition, neither this Agreement nor any interest
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City.
5.4 Independent Contractor. Neither 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, except as otherwise specified. CONTRACTOR shall perform all
required services as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review CONTRACTOR's work
product, result, and advice. 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.
5.5 Personnel. CONTRACTOR agrees to assign the following individuals to perform
the services in this Agreement. CONTRACTOR shall not alter the assignment of the following
personnel without the prior written approval of the Contract Officer. Acting through the City
Manager, the City shall have the unrestricted right to order the removal of any personnel assigned
by CONTRACTOR by providing written notice to CONTRACTOR.
Name:Title:
Richard J. O'Linn, II Owner
6. INSURANCE
CONTRACTOR shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in the attached Exhibit "B", incorporated herein by reference.
7.INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, CONTRACTOR shall
defend (at CONTRACTOR's sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified
Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims
arising from injuries to or death of persons (CONTRACTOR's employees included), for damage to
property, including property owned by City, from any violation of any federal, state, or local law or
4 Revised:6/16/10
720599.1
ordinance, and from errors and omissions committed by CONTRACTOR, its officers, employees,
representatives, and agents, that arise out of or relate to CONTRACTOR's performance under this
Agreement. This indemnification clause excludes Claims arising from the sole negligence or
willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers.
Under no circumstances shall the insurance requirements and limits set forth in this Agreement be
construed to limit CONTRACTOR's indemnification obligation or other liability under this
Agreement. CONTRACTOR's indemnification obligation shall survive the expiration or earlier
termination of this Agreement until all actions against the Indemnified Parties for such matters
indemnified are fully and finally barred by the applicable statute of limitations or, if an action is
timely filed, until such action is final. This provision is intended for the benefit of third party
Indemnified Parties not otherwise a party to this Agreement.
7.2 Design Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and CONTRACTOR is a
design professional" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, CONTRACTOR shall indemnify,
defend (at CONTRACTOR's sole cost and expense), protect and hold harmless City and its elected
officials, officers, employees, agents and volunteers and all other public agencies whose approval of
the project is required, (individually "Indemnified Party'; collectively "Indemnified Parties")
against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands,
orders and penalties (collectively "Claims"), including but not limited to Claims arising from
injuries or death of persons (CONTRACTOR's employees included) and damage to property,
which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful
misconduct of CONTRACTOR, its agents, employees, or subcontractors, or arise from
CONTRACTOR's negligent, reckless or willful performance of or failure to perform any term,
provision, covenant or condition of this Agreement ("Indemnified Claims"), but CONTRACTOR's
liability for Indemnified Claims shall be reduced to the extent such Claims arise from the
negligence, recklessness or willful misconduct of the City and its elected officials, officers,
employees, agents and volunteers.
B. The CONTRACTOR shall require all non-design-professional sub-
contractors, used or sub-contracted by CONTRACTOR to perform the Services or Work required
under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions
in sub-section 7.1 in favor of the Indemnified Parties. In addition, CONTRACTOR shall require all
non-design-professional sub-contractors, used or sub-contracted by CONTRACTOR to perform the
Services or Work required under this Agreement, to obtain insurance that is consistent with the
Insurance provisions as set forth in this Agreement, as well as any other insurance that may be
required by Contract Officer.
8. RECORDS AND REPORTS
8.1 Reports. CONTRACTOR shall periodically prepare and submit to the Contract
Officer reports concerning the performance of the services required by this Agreement, or as the
Contract Officer shall require.
5 Revised:6/16/10
720599 1
8.2 Records. CONTRACTOR shall keep complete, accurate, and detailed accounts of
all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
CONTRACTOR shall keep such books and records as shall be necessary to properly 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
reasonable times, including the right to inspect, copy, audit, and make records and transcripts from
such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by CONTRACTOR in the performance of this Agreement
shall be the property of City. CONTRACTOR shall deliver all above-referenced documents to City
upon request of the Contract Officer or upon the termination of this Agreement. CONTRACTOR
shall have no claim for further employment or additional compensation as a result of the exercise by
City of its full rights or ownership of the documents and materials. CONTRACTOR may retain
copies of such documents for CONTRACTOR's own use. CONTRACTOR shall have an
unrestricted right to use the concepts embodied in such documents.
8.4 Release of Documents. All 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.
8.5 Cost Records. CONTRACTOR shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs incurred while
performing under this Agreement. CONTRACTOR shall make such materials available at its
offices at all reasonable times during the term of this Agreement and for three (3) years from the
date of final payment for inspection by City and copies shall be promptly furnished to City upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 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.
9.2 Interpretation. This Agreement shall be construed as a whole according to its fair
language and common meaning to achieve the objectives and purposes of the Parties. The terms of
this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any
rule of construction of contracts (including, without limitation, California Civil Code Section 1654)
that ambiguities are to be construed against the drafting party, shall not be employed in the
interpretation of this Agreement. The caption headings of the various sections and paragraphs of
this Agreement are for convenience and identification purposes only and shall not be deemed to
limit, expand, or define the contents of the respective sections or paragraphs.
6 Revised:6/16/10
720599A
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver. No
consent or approval of City shall be deemed to waive or render unnecessary City's consent to or
approval of any subsequent act of CONTRACTOR. Any waiver by either party of any default must
be in writing. No such waiver shall be a waiver of any other default concerning the same or any
other provision of this Agreement.
9.4 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. 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.
9.5 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 injunctive relief, a declaratory
judgment, or an other remedy consistent with the purposes of this Agreement.J s` .Y Y P gr
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the CONTRACTOR, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the CONTRACTOR or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. No officer or employee of the City shall have any direct or
indirect financial interest in this Agreement nor shall any such officer or employee participate in
any decision relating to the Agreement which effects their financial interest or the financial interest
of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in
violation of any state statute or regulation. CONTRACTOR warrants that CONTRACTOR has not
paid or given, and will not pay or give, any third party any money or other consideration in
exchange for obtaining this Agreement.
10.3 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 or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex, marital
status, disability, sexual orientation, national origin, or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that
either party desires, or is required to give to the other party or any other person shall be in writing
and either served personally or sent by pre-paid, first-class mail to the address set forth below.
Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as
provided in this Section. Either party may change its address by notifying the other party of the
change of address in writing.
7 Revised:6/16/10
720599.1
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To CONTRACTOR: O'Linn Executive Security Services
Attention: Richard O'Linn
1025 S. Palm Canyon Drive
Palm Springs, CA 92262
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. 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 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 shall be interpreted to carry out
the intent of the parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be
construed as conferring, any rights, including, without limitation, any rights as a third-party
beneficiary or otherwise, upon any entity or person not a party to this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement
as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party
is bound, for purposes of this Agreement, by the same.
11.8 Authoritv. The persons executing this Agreement on behalf of the Parties warrant
that they are duly authorized to execute this Agreement on behalf of Parties and that by so
executing this Agreement the Parties are formally bound to the provisions of this Agreement.
8 Revised:6/16l10
720599.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CITY"
City of Palm Springs
Date: By:
David H. Ready
City Manager
APPROVED BY CITY MANAGER
APPROVED AS TO FORM: ATTESTl Amy
14*"By: By
D(;ugid C. Holland, ames Thompson,
City Attorney City Clerk
CONTRACTOR"
O'Linn cecutive Security Servicesf r
Date: 6 t7 q 13 By : a, CD L, ,4
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5il'Date:
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9 Revised:6/16/10
720599_]
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California''// 1
County of l/b JIi
on O 6 0 /2c before rne, Cc r 5-f
wr
7
NarMnrbmear Jb ni e,e dace.
personally appeared K,c gL O
N=4 or SbanertH
who proved to me on the basis of satisfactory evidence to
be the pereano whose nama(g) ist80 subscribed to the
within Instrument and acknowledged to me that
ha/1 ezeaated the same in hisJhdrlthAir authorized
G 1 a ) and that by his(ttdr/thitr signaUure(s) on the
Instrum the person(hij, or the entity upon behalf of
which the person(p)acted,aiecuted the instrument.
Coaaeiotthrl!ftt7M0i
NoYry Aft-WilgmN I certify under PENALTY OF PERJURY under the laws
1MtNtn Gattay of the State of California that the foregoing paragraph Is
true and correct.
WITNESS my and otW /s))
eeffa(.. ,
Plxo Netary SeY roow
Signature
OP77ONAL
77Iotglh Me*dorm Pion belay is na reQ~by&W b mriy pmve vatuabk to Persons m 4 ttly on She dommeM
and oaudp,e 19 hauckAW rtvn I and reeNedenent of dus tarn to anotlrel dbaerlerrt,
Description of Attached Document
Title or7Wm of Doahmert: CQN/Q c P Uru9S r
Dooumem Oats: O Number of Pages:
Signer(s)Other Than Named Above:
Cepacity(les)Claimed by Slgner{s)
SIIgners Name: Signer's Name:
Individual Individual
Corporate Cifficer—Tille(e): O Corporate Officer—Title(s):
Partner—Umited General p Partner—tJ Limited C7 General
Attorney in Fact
d tl nro
Attorney in Fact
a tfMnnn HereC] Pastes Tr(else
Guardian or Conservator Guardian or Conservator
Otther. Other: i
Signer is Representing: Signer Is Represertling:
02o NNaul NaWy A odiibn+Wea9oo Ae.nO.ew]AOe•dxu,vN,G e1319eF0h•rtAw.Ne&waflaYrlb,O Ium rlBOr HOatleCWTalYAS1 feM1RMeeL•r
720599.1
10 Revised:6/16/10
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
Revised:6/16110
720S99.1
EXHIBIT "A"
SCOPE OF SERVICES, SPECIAL REQUIREMENTS, COMPENSATION AND PERFORMANCE
SCOPE OF SERVICES:
1. The Contractor shall provide all labor, supervision, equipment and materials necessary for
servicing, testing monitoring and maintaining City-owned fire and security systems that are
monitored via phone line or the AES Radio Network; all as described herein.
2. The City currently has Twenty Nine (29) facility sites/locations with operational systems which
require testing and maintenance. See Exhibit "C" for additional work or a decrease in work.
3. ,Station monitoring: The Contractor will prepare their system for station monitoring and the ability
to connect with the AES Radio Network. This will include any needed equipment (ie: Radio
Frequency Transponders) so the systems can be monitored by the Contractor. The Contractor shall
begin monitoring of all specified systems at the start of the contract. CONTRACTOR SHALL
IMMEDIATELY CALL PALM SPRINGS POLICE DISPATCH AT 760-327-1441 WHEN ANY ALARM,
EITHER FIRE OR SECURITY, IS ACTIVATED. CONTRACTOR MUST IDENTIFY TO THE POLICE
DISPATCH WHICH TYPE OF ALARM HAS BEEN ACTIVATED, FIRE OR SECURITY, SO THAT OUR
PUBLIC SAFETY UNITS RESPOND APPROPRIATELY. FALSE ALARMS THAT ARE VERIFIED BY THE
CONTRACTOR ARE NOT TO BE REPORTED TO POLICE DISPATCH.
4. Safety: Contractor agrees to perform all work outlined in the Contract in such a manner as to meet
all acceptable standards for safe practices during the maintenance operation to safely maintain
stored equipment, machines and materials or other hazards consequential or related to the work;
and agrees to accept the sole responsibility for complying with all local, County, State or other legal
requirements, including but not limited to, full compliance with the terms of the applicable NFPA
72, O.S.H.A and CAL O.S.H.A. Safety Orders at all times as to protect all persons, including
Contractor's employees, agents of the City, vendors, members of the public or others from
foreseeable injury, or damage to their property. Contractor shall inspect all potential hazards in his
area of responsibility at said facilities and keep a log indicating date inspected and action taken.
5. Location of City-Owned Fire and Security Systems to be Monitored and Serviced:
Facility Location Panel MFG. Panel Model/Type
Airport Panic to PD Dispatch 3400 E.Tahquitz n/a n/a
Animal Shelter 4575 Mesquite Ave. Honeywell Gamewell 1700
City Hall 3200 Tahquitz Canyon Way Silent Knight SK-5208
City Yard Fire Alarm 425 N.Civic Drive Notifier/Radionics 4800/8112
Convention Center 277 N.Avenida Caballeros Notifier 5000/Vigilant Notifier 64
Cornelia White House 233 So. Palm Canyon Dr.Napco RP 1003
DeMuth Community Center 3601 E. Mesquite Silent Knight 5104E
Desert Highland Center 480 Tramview Ademco Vista 10/Vista-10PSIA
Desert Highland Gym 480 Tramview Firelight MS-5
12 Revised:6/16/10
720599.1
Edam Hill Edam Hill Honeywell-Ademco Vista 32FB/AES Radio
Leisure Center/Pavilion 401 S. Pavilion Way Honeywell Silent Night/AES Radio SK5208
Library Center 300 S.Sunrise Way Ademco 411ODL
Palm Canyon Theater 538 N. Palm Canyon Dr.Ademco Vista-321`13
Parking Structure 275 S. Indian Canyon Dr. Simplex Grinnell True-4010
Plaza Theater 128 N. Palm Canyon Dr.Pyrotronics CP-400 '
Police Headquarters-Main 200 S.Civic Drive Notifier 4800,4 panels
Police Headquarters-Dispatch 200 S.Civic Drive Fiquench—Halon 1301
Police Headquarters-Com. Room 200 S.Civic Drive Auto Pulse—Halon 542R
Police Sub-Station 105 S. Indian Canyon Ademco 4110
Ruddy's General Store 2215o. Palm Canyon Dr.Radionics Omegalarm D6112
SCC Building 3101 E.Alejo Road Optex Morse MDC-16ETX
School Dist.(3) Bldgs. 2901 E.Alejo Road Radionics D9412G(3 panels)
Skate Park Modular Bldg. 401 S. Pavilion Way TBD TBD
Stadium 1901 E. Baristo Ademco Vista-10SC-SE
Swim Center 401 S. Pavilion Way Ademco 4110
Tahquitz Creek Golf Club 1885 Golf Club Dr. Honeywell w/AES radio Vista321FUS
US Customs Office/USO 3400 E.Tahquitz,#23 Ademco Vista-10SE
Visitor Center 2781 N. Palm Canyon Dr. Ademco Vista-10SE
Welwood Murray Library 100 S. Palm Canyon Dr. Ademco 411ODL
City Hall will have both new Fire Alarm and Burglar/Security alarm systems installed within the term of this
agreement and therefore the equipment will be changed and updated at a future date.
The new Skate Park modular building is undergoing tenant improvements and a system has not yet been installed
but the City may add this at future date.
6. Contractor must possess an Alarm Company Operator's License and be licensed to perform
installations. The Contractor must be licensed to perform any needed future upgrades to existing
systems, if so desired by the City
7. All Contractors' employees performing on-site services for the City during the term of this Contract
shall be Registered Alarm Agents.
8. The Contractor's Manager must possess an alarm company Manager's License.
9. All materials and each art of detail of the work shall be subject to inspection b the Contractp1PY
Administrator. The Contract Administrator or his designee shall be allowed to all parts of the work
and shall be furnished with such information and assistance by the Contractor as is required to
make a complete and detailed inspection.
10. Contractor agrees that the City has the right to make all final determinations as to whether the
work has been satisfactorily completed. In the event that the results of the fire and security
systems services are considered unsatisfactory to the City, the Contractor shall give immediate
attention to the correction of all complaints. If the Contractor receives more than three (3)
complaints in a single year for unsatisfactory performance, and the complaints are found valid by
13 Revised:6116/10
720599]
the City and are not remedied within twenty-four (24) hours of receipt of each complaint, the
Contract many be determined.
11. Subject to the power and authority of the City as provided by law and in this Contract,the City shall
in all cases determine the quantity, quality, and acceptability of the work, materials and supplies
for which payment is to be made under this contract. The City shall decide the questions which
arise relative to the fulfillment of the Contract or the obligations of the Contractor there under.
12. All Contractor employees shall be subjected to a background check prior to the commencement of
work under this Contract.The City will require a list of all employees assigned to this Contract along
with their social security numbers. Any employee shown to have a felony conviction or whom the
City finds to be unacceptable will not be allowed to work under this contract.
13. OFFICE OF INQUIRES AND COMPLAINTS
The Contractor shall maintain an office at some fixed place located in the Coachella Valley and shall
maintain a telephone at this location, listed in the telephone directory in its own name or in the
firm name by which it is most commonly known and shall, during the term of this contract have
some responsible person(s) employed by the Contractor twenty-four (24) hours per day, to take
the necessary action regarding all inquiries and complaints that may received from the City, City
personnel or patrons using the facilities. An answering service shall be considered an acceptable
substitute to full time twenty-four hour coverage, provided Contractor is advised of any complaint
within on (1) hour of receipt of such complaint by the answering service. During normal working
hours, the Contractor's Foreman,or employee of the Contractor who is responsible for providing
maintenance services, shall be available for notification through a pager or answering service.
During the normal days and hours of operation, whenever immediate action is required to prevent
impending injury, death or property damage to the facilities being maintained, City may, after
reasonable attempt to notify the Contractor, cause such action to be taken by the City work force
and shall charge the cost thereof as determined by the Contract Administrator against the
Contractor, or may deduct such cost from and amount due Contractor from the City.
The Contractor shall maintain a written log of all complaints, the date and time received, and the
action taken pursuant thereto or the reason for non-action. The log of complaints shall be open to
the inspection of the Contract Administrator at all reasonable times.
Contractor and Contractor's personnel shall immediately notify the Contract Administrator upon
contact with members of the City Council.
14. CONTRACTOR'S STAFF
The Contractor shall provide sufficient personnel to perform all work in accordance with the
specifications set forth herein. Contractor's employees, whether assigned to any one facility or as
part of a crew serving any number of facilities, shall include at least one individual who speaks the
English language proficiently.
14 Revised:6/16110
720599.1
The Contractor Administrator may at any time give Contractor written notice to the effect that the
conduct or action of a designated employee of the contractor is, in the reasonable belief of the
Contract Administrator, detrimental to the interest of the public patronizing the premises.
Contractor shall meet with the Contract Administrator to consider the appropriate course of action
with respect to such matter and Contractor shall take reasonable measures under the
circumstances to assure the Contract Administrator that the conduct and activities of Contractor's
employees will not be detrimental to the interest of the public patronizing the premises.
Contract Administrator may require the Contractor to establish and identification system for
personnel assigned to the facility which clearly indicates to the public the name of the Contractor
responsible for the services. The identification system shall be furnished at the Contractor's
expense and may include appropriate attire and/or name badges, as specified by the City.
15. EMPLOYEES OF CONTRACTOR. Any and all employees of Contractor not satisfactory to the City of
Palm Springs will be replaced upon request as soon as possible by another who will be satisfactory.
The question as to whether any employee proves satisfactory to the City of Palm Springs is one
which is to be determined solely by the City of Palm Springs without cause, and without regard to
the basis upon which such decision shall be made.
16. NON-INTERFERENCE. Contractor shall not interfere with the public use of the premises and shall
conduct its operations as to offer the latest possible obstruction in inconvenience to the public or
disruption to the peace and quiet of the area within which the services are performed.
17. BUILDING SECURITY. It shall be the responsibility of the Contractor to assure that all his
supervisory and crew personnel abide by the City of Palm Springs building security regulations and
safety standards. The Contractor shall conduct his work operations in such a way as to safeguard
the City's personnel,equipment and property.
18. LOCKS AND KEYS REQUIREMENTS. The Contractor will be issued keys to all areas in which security
maintenance services are to be performed. Two (2) keys per area will be issued to the Contractor.
The Contractor shall maintain such control over issued keys.
Key Control
a. Contractor shall be responsible for the series of keys assigned to them and will in turn
assign these keys to their personnel for use in maintaining the facility.
b. The Contractor will be held responsible for the proper use and safe keeping of all keys
issued by the City to the Contractor.
c. Contractor shall report all lost or stolen keys to the Contract Administrator within
Twenty-four (24) hours of discovery of the loss. Contractor shall reimburse the City for
the cost as determined by the Contract Administrator of re-keying the facility or
duplicating additional keys.
15 Revised:6/16110
720599.1
d. Upon termination, cancellation or expiration of this Contract , all keys received by the
Contractor shall be returned to the Contract Administrator.
e. California law stipulates that it is unlawful for a person to duplicate any keys without the
permission of the owner. The penalty for violation of law is either six (6) months
imprisonment of a five hundred dollar($500) fine,or both.
19. CONTRACTOR'S PERSONNEL. An adequate number of trained personnel shall be assigned by the
Contractor to perform the work described in these specifications. All Contractor's employees shall
be subject to review and approval by the Contract Administrator. The City reserves the right to
request the removal of an employee who is deemed unacceptable for any reason.
The Contractor shall be required to provide on-site supervisory personnel of a high professional
caliber including bilingual communication ability if any contract crew member does not have a
working knowledge of English. The supervisory personnel shall conduct regular inspections to
determine that work is being performed in accordance with professions standards and established
work schedules. Said personnel must have the authority to respond immediately to situations upon
request by the Contrast Administrator.
The Contractor shall meet special personnel standards for the Public Safety facilities. All contract
employees assigned to these areas mush pass a police background investigation prior to entering
said facilities. At no time shall the Contractor schedule personnel in the police facilities that have
not passed the background check.This provision shall apply even during times of short staffing due
to holidays, illness,vacations now shows etc.
All personnel assigned by the Contractor to perform work for the City of Palm Springs shall not
have an arrest record other then minor traffic violations, must be physically capable of performing
all duties assigned and must present a physical appearance acceptable to the City. The final
decision as to the acceptability of any individual performing work under any contract awarded as a
result of this specification shall rest with the City of Palm Springs.
All work by contractor shall be performed in a professional, courteous manner. Discourtesy,
rudeness, or the use of profanity will not be tolerated and shall be grounds for immediate removal
of the offending employee from performing work under any contract awarded as a result of this
specification.
The assigned supervisor shall contact the Contract Administrator or his designee to discuss and
clarify any operational problems and to receive instructions. In addition, the assigned supervisor
shall physically contact each assigned individual at not less than one (1) time per shift.
Contractor shall submit a supervisory chain of command document identifying personnel names
and telephone numbers, providing updates as necessary. Said document must be submitted to the
Contract Administrator on or prior to the first day of work.
16 Revised:6116f10
720599.1
It shall be the responsibility of the Contractor to provide consistent, reliable transportation for
equipment and staff to service identified facilities. All costs related to the maintenance and
operation of said transportation vehicle(s) shall be the responsibility of the Contractor.
20. WARRANTY. The Contractor shall fully warrant all materials used in the course of this Agreement,
including without limitation, any optional equipment purchased by the City under the terms of this
Agreement, against poor and inferior quality equipment and materials for a period of not less than
the period of time warranted by the manufacturer from the date of final acceptance of
material/equipment by the City. Contractor shall repair or replace inoperable material/equipment
in a timely manner so as to minimize the possible disruption of City operations resulting from said
inoperable material/equipment.
21. NOTICE TO PROCEED. A Notice to Proceed will be issued upon receipt of all required certificates of
insurance. City issuance of a Purchase Order will be Contractor's Notice to Proceed.
22. COOPERATION BETWEEN CONTRACTORS. The City reserves the right to contract for and perform
other or additional work on or near the work covered by these specifications.
When separate agreements are let within the limits of any one project, each contractor shall
conduct his/her work so as not to interfere with or hinder the progress or completion of the work
being performed by other contractors. Contractors on the same project shall cooperate with each
other as directed.
Each contractor involved shall assume all liability,financial or otherwise, in connection with his/her
agreement and shall protect and hold harmless the City from any and all damages or claims that
may arise because of inconvenience, delays, or loss experienced because of the presence and
operations of other contractor working within the limits of the same project.
23. DAMAGE. The Contractor shall be held responsible for any breakage, damage, loss of City
equipment or supplies through negligence of the Contractor or his employees while working on the
City's premises. No product, supplies, or equipment shall be used by the Contractor which is
injurious or damaging to any surface t which they are applied or exposed. The Contractor shall be
responsible for restoring/replacing any equipment, facilities, furniture, etc., so damaged. The
Contractor shall immediately report to the Contract Administrator any damage to the premises or
furnishings resulting from services performed under this Agreement
Pursuant to Section 5.0 Insurance, Indemnification and Bonds, the Contractor shall be liable for any
loss or damage City or third parties due to Contractor's failure to properly maintain monitor the
City owned fire and security systems described herein.
24. AUTHORITY OF THE CITY Subject to the power of authority of the City as provided by law in
this Agreement, the City shall in all cases determine the quantity, quality and acceptability of work,
materials and supplies for which payment is to be made under this Agreement. The City shall
17 Revised:6/100
720599.1
decide the questions which may arise relative to the fulfillment of this Agreement or the
obligations of the Contractor thereunder.
25. TERM. The term of this Contract will be for one (1) year. The term may only be extended by
written mutual consent of the parties.
26. HOURS OF WORK. Normal hours of work for routine maintenance work are Monday through
Thursday, 8:00 A.M. to 6:00 P.M. through June 23, 2013. Effective June 24, 2013 the hours will
change to Monday through. Thursday, 7:00 A.M. to 6:00 P.M. Some facilities have different
operation hours and Contractor must check and get permission from the Contract Administrator to
perform any work at any location outside of the hours as described above.
SPECIAL REQUIREMENTS:
1. The Contract Administrator for this Contract is the Facilities Maintenance Manager, or his
authorized representative.
2. The requirement for a Performance Bond is waived for this Contract.
COMPENSATION:
1. PAYMENT Contractor agrees to perform this work as specified in good order and in
accordance with the specifications and will accept as full payment therefore the amounts indicated
on the Pricing Sheet attached hereto.
a. For all services which the Contractor is obligated to perform the City shall pay to the Contractor
a monthly price per facility.
b. Payments shall be made upon submittal of a detailed monthly statement to the Contract
Administrator. Invoices should be submitted within two weeks following the end of a billing
period defined as a calendar month.
c. Contractor shall maintain and keep current a daily report form that records all work performed
by Contractors personnel. Said report shall be in a form and content acceptable to the
Contract Administrator and shall be submitted to the Contract Administrator concurrent with
the monthly invoicing. The monthly payment will not be made until such report is received and
deemed acceptable by the Contract Administrator.
2. ADDITIONAL WORK Additional alarm systems may be added at the sole option of the City
during the term of this Contract. The Contractor shall not claim forfeiture of agreement by reasons
of such additions by the City. The amount of additional compensation paid to the Contractor for
additional systems shall be determined as follows:
a. By unit prices or by a lump sum as mutually agreed upon by the City and the Contractor,or
1$ Revised:6/16110
720599.1
b. If the parties cannot agree upon unit prices or a lump sum, then by actual net cost to the
Contractor of the materials and labor required and approved by the City for such extra work,
plus ten percent (10%) as compensation for all other items or profit and costs or expenses.
3. DECREASE IN WORK Alarm systems may be deleted from this Contract at the sold option of the
City. The Contractor shall not claim forfeiture of Agreement by reasons of such decreases by the
City. The amount of decreased compensation paid to the Contractor for decreased systems shall be
determined as follows:
a. By unit price or by lump sum as mutually agreed upon by the City and the Contractor,or
b. If the parties cannot agree upon unit prices or a lump sum, then by actual net cost to the
Contractor of the materials and labor required and approved by the City for such decreased
work, less ten percent (10%) as compensation for all other items or profit and costs or
expenses.
4. PARTS AND MATERIALS ABOVE CONTRACT. The Contractor will invoice the City separately from the
monthly or quarterly maintenance charge for any parts, materials and components used in the
course of the Agreement that are above the contract. The Contractor shall invoice the City at the
contractor's cost for all parts and components (including smoke detectors) used in the course of
the contract that are above the contract. These shall be processed by separately issued Purchase
Orders by the City.
UNIT PRICING PER LOCATION
Facility Maintenance/Testing Station Monitoring Total Cost Per Month
Airport Panic to PD Dispatch 15 20 35
Animal Shelter 20 25 45
City Hall 20 25 45
City Yard Fire Alarm 20 25 45
Convention Center 20 25 45
Cornelia White House 15 20 35
Demuth Community Center 35 45 80
Desert Highland Center 45 35 80
Desert Highland Gym 15 20 35
Edom Hill 20 30 50
Leisure Center/Pavilion 65 90 155
Library Center 70 45 115
Palm Canyon Theater 20 25 45
Parking Structure 20 25 45
Plaza Theater 20 25 45
Police Headquarters-Main 20 30 50
F Headquarters-Dispatch $20 30 50
Headquarters-Com. Room $20 30 50
19 Revised:6/16/10
720599.1
Police Sub-Station 15 20 35
Ruddy's General Store 20 25 45
SCC Building 20 25 45
School Dist. 3 Buildings 60 90 150
Skate Park Modular building 15 20 35
Stadium 15 20 35
Swim Center 15 20 35
Tahquitz Creek Golf Club 20 30 50
US Customs Office/USO 15 20 35
Visitor Center 15 20 35
Welwood Murray Library 15 20 35
TOTAL COST FOR ALL SITES AND SYSTEMS PER MONTH 1,585
Skate Park Modular building not to be charged until system is installed and activated and assumes a
burglar alarm only system with a working telephone line.
PERFORMANCE
1. TESTING. All systems shall be tested a minimum of four (4) times per year at regular intervals.
The Contractor will submit an Alarm Test Log, verifying tests performed, with his/her monthly
statement. The Contractor may, with the City's approval, stagger the testing of systems so all
systems are not being tested at the same time. The Contractor's invoice will not be processed
without a completed Alarm Test Log. Testing includes Communication and all devices,
including, but not limited to Strobes, Horns, Pull Stations, Smoke Detection and Flow Switches.
2. MAINTENANCE. Maintenance of all systems shall be continuous. Maintenance shall include
any needed parts or materials.
3. STATION MONITORING. The Contractor shall begin monitoring of all specified systems at the
start of the Agreement. CONTRACTOR SHALL IMMEDIATELY CALL PALM SPRINGS POLICE
DISPATCH AT 760-327-1441 WHEN ANY ALARM, EITHER FIRE OR SECURITY, IS ACTIVATED
CONTRACTOR MUST IDENTIFY TO THE POLICE DISPATCH WHICH TYPE OF ALARM HAS BEEN
ACTIVATED, FIRE OR SECURITY, SO THAT OUR PUBLIC SAFETY UNITS RESPOND
APPROPRIATELY. FALSE ALARMS THAT ARE VERIFIED BY THE CONTRACTOR ARE NOT TO BE
REPORTED TO POLICE DISPATCH.
4. RESPONSE TIME.
a. "Trouble & Reset" Calls shall be defined as those calls requiring investigation and reset of a
malfunction within the system. The Contractor shall respond to all trouble and reset calls
within on (1) hour.
b. Major Repairs shall be defined as repairs requiring the replacement of system components.
The Contractor shall respond to major repair calls within twenty-four(24) hours
20 Revised:6/16/10
720599.1
c. The Contractor shall supply and put in place "like" substitute equipment which cannot be
repaired within twenty-four(24) hours.
5. LIQUIDATED DAMAGES: Liquidated Damages do not apply to this Contract.
21 Revised:6116110
720599.1
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
22 Revised:6/16110
720599A
INSURANCE
1. Procurement and Maintenance of Insurance. CONTRACTOR shall procure
and maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from CONTRACTOR's performance under this
Agreement. CONTRACTOR shall procure and maintain all insurance at its sole cost and expense,
in a form and content satisfactory to the City, and submit concurrently with its execution of this
Agreement. CONTRACTOR shall also carry workers' compensation insurance in accordance with
California workers' compensation laws. Such insurance shall be kept in full force and effect during
the term of this Agreement, including any extensions. Such insurance shall not be cancelable
without thirty(30) days advance written notice to City of any proposed cancellation. Certificates of
insurance evidencing the foregoing and designating the City, its elected officials, officers,
employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not
be construed as a limitation of CONTRACTOR's obligation to indemnify City, its elected officials,
officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required under
this Agreement shall be as follows:
1.Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million
dollars ($2,000,000) general aggregate;
2.Automobile liability insurance with limits of at least one million dollars
1,000,000.00) per occurrence;
3.Professional liability (errors and omissions) insurance with limits of at least
one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual
aggregate is:
required
is not required;
4.Workers' Compensation insurance in the statutory amount as required by the
State of California and Employer's Liability Insurance with limits of at least one million dollars $1
million per occurrence. If CONTRACTOR has no employees, CONTRACTOR shall complete the
City's Request for Waiver of Workers' Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, CONTRACTOR's
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of
CONTRACTOR's insurance and shall not contribute with it. For Workers' Compensation and
Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and
23 Revised:6/16/10
720599A
contribution it may have against City, its elected officials, officers, employees, agents, and
volunteers.
4.Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and
if CONTRACTOR provides claims made professional liability insurance, CONTRACTOR shall
also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement
to cover claims made within three years of the completion of CONTRACTOR's services under this
Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the
amount required by this Agreement for at least three years after completion of CONTRACTOR's
services under this Agreement. CONTRACTOR shall also be required to provide evidence to City
of the purchase of the required tail insurance or continuation of the professional liability policy.
5.Sufficiency of Insurers. Insurance required in this Agreement shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or
better, unless otherwise acceptable to the City.
6.Verification of Coverage. CONTRACTOR shall furnish City with both certificates
of insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
CONTRACTOR's insurers to provide complete, certified copies of all required insurance policies
at any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the following
endorsements stated on the certificate:
1.The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract Na" or 'for any and all
workperformed with the City"may be included in this statement).
2.This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No.or 'for any
and all work performed with the City" may be included in this statement).
3.Should any of the above described policies be canceled before the expiration date
thereof, the issuing company will mail 30 days written notice to the Certificate Holder named."
Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representative" is not acceptable
and must be crossed out.
24 Revised:6116/10
720599.1
4.Both the Workers' Compensation and Employers' Liability policies shall contain the
insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents,
and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate
holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City before
work commences. All certificates of insurance must be authorized by a person with authority to
bind coverage, whether that is the authorized agentibroker or insurance underwriter. Failure to
obtain the required documents prior to the commencement of work shall not waive the
CONTRACTOR's obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City prior to commencing any work or services
under this Agreement. At the option of the City, either(1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions with respect to the City, its elected officials, officers,
employees, agents, and volunteers; or (2) CONTRACTOR shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, and defense expenses.
Certificates of Insurance must include evidence of the amount of any deductible or self-insured
retention under the policy. CONTRACTOR guarantees payment of all deductibles and self-insured
retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to the
limits of the insurer's liability.
25 Revised:6116/10
720599.1
AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT
O'LINN EXECUTIVE SECURITY ALARM SERVICE, INC.
FIRE &BURGLARY ALARM MONITORING SERVICES
THIS AMENDMENT NO. 1 TO AGREEMENT, FjQR CONTRACT SERVICES
Amendment") is made and entered into this day of 012, by and between the City
of Palm Springs, a California charter city and municipal corporation ("City"), and O'Linn
Executive Security Alarm Service, Inc., a California corporation ("Contractor"). City and
Contractor are individually referred to as "Party"and collectively referred to as the "Parties."
RECITALS
A. City and Contractor previously entered into an agreement on July 1, 2011, for
monitoring of fire and burglary alarm systems at City buildings ("Agreement"), which will
expire on June 30,2012.
B. City and Contractor desire to extend the term of the Agreement to December 1,
2012, and to add the Downtown Parking Structure to the locations to be monitored.
NOW, THEREFORE, in consideration of these promises and mutual agreements, the
Parties agree as follows:
1. Section 3.1 of the Agreement shall be amended to read as follows:
3.1 Compensation of Contractor.Contractor shall be compensated and
reimbursed for the services rendered under this Agreement in accordance with the schedule of
fees set forth in Exhibit'A'. The total amount of Compensation shall not exceed $20,285 ($1,180
per month for the first twelve (12)months and$1,225 per month for the final five(5)months)."
2. Section 4.4 of the Agreement shall be amended to read as follows:
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of seventeen (17)
months, commencing on July 1, 2011, and ending on December 1, 2012, unless extended by
mutual written agreement of the Parties."
3. Exhibit "A" of the Agreement shall be amended as follows:
A. The Downtown Parking Structure located at 275 S. Indian Canyon Drive,
Palm Springs, shall be added to Section 5 of the Scope of Services— "Location of City-
Owned Fire and Security Systems to be Serviced."
B. Section 25 of the Scope of Services— "Term" - shall be amended to read:
The term of this Contract will be for seventeen(17)months."
862954.1
ORIGINAL BID
AND/OR AGREEMENT
C. Section 4 of the Schedule of Compensation—"Unit Pricing Per Location"-
shall be amended to add the Downtown Parking Structure at a cost of $20 for
Maintenance/Testing and$25 for Station Monitoring,for a Total Cost Per Month of$45.
4. All other provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth
above.
APPROVED BY CITY MANAGER
CITY" H
City of Palm Springs Abl"Jf
i
Date: 1•\ By,3
David H. Read
City Manage
APPROVED AS TO FORM: ATTEST
By: jee4
Dougl C.Holland James Thompson
City At mey City Clerk
CONTRACTOR"
O'Linn Executive Security Alarm Service
1025 S.Pal anon Drive
1
Palm Spr' gs, C 9
Date: az I 2_ By:
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Date: fin '1I2—
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862954.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE 5 1189
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personally appeared e o-W t it C S /24*7/J
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subscribed to the within instrument and acknowledged
to me that he/sh94hey executed the same in
hislherHhelr authorized capacity(isey and that by
JAIME S.RINCON his/h••XAbsir signatureLs) on the instrument the
Commission * 190655(i person(*), or the entity upon behalf of which the
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Ventura County
My Comm.Expires Oct 2,2014+
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hafd and offici al.
Signature:
Place Notary Seal Above
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Signature Notary Ilc
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Though the information below is not required by law,it me aluable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Do ument
Title or Type of Document: 70
Document Date. UN ow Number of Pages:
Signer(s)Other Than Named Above: N
Capacity(les) Claimed by Signer(s)
Signer's Name: Signer's Name:
Corporate Officer — Title(s): Corporate Officer—Title(s):
Individual
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Partner —- Limited General Top of thumb here Partner— Limited General Tap of thumb here
Attorney in Fact Attorney in Fact
Trustee Trustee
Guardian or Conservator Guardian or Conservator
Other: Other:
Signer Is Representing: Signer Is Representing:
O201g National Notary Association-NabonalNotary.org•1-Soo--US NOTARY(1-WO-878-6827) Item#5907
CONTRACT SERVICES AGREEMENT
O'LINN EXECUTIVE SECURITY AL4RM SERVICE, INC.
FIRE&BURGLARYALARMMONITORIIVG SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered
into on July 1, 2011 by and between the City of Palm Springs, a California charter city and
municipal corporation("City"), and, O'Linn Executive Security Alarm Service, Inc., a California
corporation ("Contractor"). City and CONTRACTOR are individually referred to as "Party" and
are collectively referred to as the"Parties".
RECITALS
A. City requires the services of a Fire and Burglary Alarm Monitoring Company, for
monitoring twenty-one City buildings, fire and burglary alarm systems (the "Project").
B. CONTRACTOR has submitted to City a proposal to provide fire and burglary
system monitoring for the Project under the terns of this Agreement.
C. Based on its experience, education, training, and reputation, CONTRACTOR is
qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of CONTRACTOR for the Project.
In consideration of these promises and mutual agreements, City agrees as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scone of Services. In compliance with all terms and conditions of this
Agreement, CONTRACTOR shall provide fire and burglary alarm systems monitoring, services
to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A"
and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon
schedule of performance and the schedule of fees. CONTRACTOR warrants that all services
and work shall be performed in a competent, professional, and satisfactory manner consistent
with prevailing industry standards. In the event of any inconsistency between the terms
contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set
forth in this Agreement shall govern.
1.2 Compliance with Law. CONTRACTOR services rendered under this
Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances
and all lawful orders,rules, and regulations.
1.3 Licenses and Permits. 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.
Revised:6116/10
781437.]
OMINAL BID
AND/OP A'PrHMENT
1.4 Familiarity with Work. By executing this Agreement, CONTRACTOR
warrants that it has carefully considered how the work should be performed and fully
understands the facilities, difficulties, and restrictions attending performance of the work under
this Agreement.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by CONTRACTOR is an
essential condition of this Agreement. CONTRACTOR shall prosecute regularly and diligently
the work of this Agreement according to the agreed upon schedule of performance set forth in
Exhibit "A." CONTRACTOR shall not be accountable for delays in the progress of its work
caused by any condition beyond its control and without the fault or negligence of
CONTRACTOR. Delays shall not entitle CONTRACTOR to any additional compensation
regardless of the party responsible for the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of CONTRACTOR. CONTRACTOR shall be compensated and
reimbursed for the services rendered under this Agreement in accordance with the schedule of
fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $14,160
1,180 per month for twelve (12) months).
3.2 Method of Payment. In any month in which CONTRACTOR wishes to receive
payment, CONTRACTOR shall submit to City an invoice for services rendered prior to the date
of the invoice, no later than the first working day of such month, in the form approved by City's
finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for
authorized services performed. City shall pay CONTRACTOR for all expenses stated in the
invoice that are approved by City and consistent with this Agreement, within thirty (30) days of
receipt of CONTRACTOR's invoice.
3.3 Changes. In the event any change or changes in the Scope of Services/Work is
requested by City, Parties shall execute a written amendment to this Agreement, specifying all
proposed amendments, including, but not limited to, any additional fees. An amendment may be
entered into:
A. To provide for revisions or modifications to documents, work product, or
work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in CONTRACTOR's
profession.
3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are not
made, this Agreement shall automatically terminate without penalty to City.
2 Revised 6/16/10
781437.1
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered under this Agreement shall be
performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time
period extension must be approved in writing by the Contract Officer.
4.3 Force Maieure. The time for performance of services to be rendered under this
Agreement may be extended because of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of CONTRACTOR, if CONTRACTOR notifies the
Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable
causes include, but are not limited to, acts of God or of a public enemy, acts of the government,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and
unusually severe weather. After CONTRACTOR notification, the Contract Officer shall
investigate the facts and the extent of any necessary delay, and extend the time for performing
the services for the period of the enforced delay when and if, in the Contract Officer's judgment,
such delay is justified. The Contract Officer's determination shall be final and conclusive upon
the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of one (1) year,
commencing on July 1, 2011, and ending on June 30, 2012, unless extended by mutual written
agreement of the parties.
4.5 Termination Prior to Expiration of Term. City may terminate this Agreement
at any time, with or without cause, upon thirty (30) days written notice to CONTRACTOR.
Where termination is due to the fault of CONTRACTOR and constitutes an immediate danger to
health, safety, and general welfare, the period of notice shall be such shorter time as may be
determined by the City. Upon receipt of the notice of termination, CONTRACTOR shall
immediately cease all services except such as may be specifically approved by the Contract
Officer. CONTRACTOR shall be entitled to compensation for all services rendered prior to
receipt of the notice of termination and for any services authorized by the Contract Officer after
such notice. CONTRACTOR may terminate this Agreement, with or without cause, upon thirty
30) days written notice to City.
5. COORDINATION OF WORK
5.1 Representative of CONTRACTOR.The following principal of
CONTRACTOR is designated as being the principal and representative of CONTRACTOR
authorized to act and make all decisions in its behalf with respect to the specified services and
work: Richard O'Linn, Owner. It is expressly understood that the experience, knowledge,
education, capability, and reputation of the foregoing principal is a substantial inducement for
City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during
the term of this Agreement for directing all activities of CONTRACTOR and devoting sufficient
time to personally supervise the services under this Agreement. The foregoing principal may not
be changed by CONTRACTOR without prior written approval of the Contract Officer.
3 Revised:6/16/10
781437.1
5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). CONTRACTOR shall be responsible for keeping the Contract
Officer fully informed of the progress of the performance of the services. CONTRACTOR shall
refer any decisions that must be made by City to the Contract Officer. Unless otherwise
specified, any approval of City shall mean the approval of the Contract Officer.
5.3 Prohibition Against Subcontractin¢ or Assignment. The experience,
knowledge, education, capability, and reputation of CONTRACTOR, its principals and
employees, were a substantial inducement for City to enter into this Agreement. Therefore,
CONTRACTOR shall not contract with any other individual or entity to perform any services
required under this Agreement without the City's express written approval. In addition, neither
this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of
law, without the prior written approval of City.
5.4 Independent Contractor. Neither 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, except as otherwise specified. CONTRACTOR shall perform all
required services as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review CONTRACTOR's
work product, result, and advice. 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.
5.5 Personnel. CONTRACTOR agrees to assign the following individuals to
perform the services in this Agreement. CONTRACTOR shall not alter the assignment of the
following personnel without the prior written approval of the Contract Officer. Acting through
the City Manager, the City shall have the unrestricted right to order the removal of any personnel
assigned by CONTRACTOR by providing written notice to CONTRACTOR.
Name:Title:
Richard J. O'Linn, II Owner
6. INSURANCE
CONTRACTOR shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in the attached Exhibit "B", incorporated herein by reference.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, CONTRACTOR
shall defend (at CONTRACTOR's sole cost and expense), indemnify, protect, and hold harmless
City, its elected officials, officers, employees, agents, and volunteers (collectively the
Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands,
losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties,
4 Revised:6/16/10
781437.1
and expenses including legal costs and attorney fees (collectively "Claims"), including but not
limited to Claims arising from injuries to or death of persons (CONTRACTOR's employees
included), for damage to property, including property owned by City, from any violation of any
federal, state, or local law or ordinance, and from errors and omissions committed by
CONTRACTOR, its officers, employees,representatives, and agents, that arise out of or relate to
CONTRACTOR's performance under this Agreement. This indemnification clause excludes
Claims arising from the sole negligence or willful misconduct of the City, its elected officials,
officers, employees, agents, and volunteers. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit CONTRACTOR's
indemnification obligation or other liability under this Agreement. CONTRACTOR's
indemnification obligation shall survive the expiration or earlier termination of this Agreement
until all actions against the Indemnified Parties for such matters indemnified are fully and finally
barred by the applicable statute of limitations or, if an action is timely filed, until such action is
final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a
party to this Agreement.
7.2 Desian Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and CONTRACTOR
is a"design professional" under California Civil Code Section 2782.8,then:
A. To the fullest extent permitted by law, CONTRACTOR shall indemnify,
defend (at CONTRACTOR's sole cost and expense), protect and hold harmless City and its
elected officials, officers, employees, agents and volunteers and all other public agencies whose
approval of the project is required, (individually "Indemnified Party'; collectively "Indemnified
Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs,
demands, orders and penalties (collectively "Claims"), including but not limited to Claims
arising from injuries or death of persons (CONTRACTOR's employees included) and damage to
property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or
willful misconduct of CONTRACTOR, its agents, employees, or subcontractors, or arise from
CONTRACTOR's negligent, reckless or willful performance of or failure to perform any term,
provision, covenant or condition of this Agreement ("Indemnified Claims"), but
CONTRACTOR's liability for Indemnified Claims shall be reduced to the extent such Claims
arise from the negligence, recklessness or willful misconduct of the City and its elected officials,
officers, employees, agents and volunteers.
B. The CONTRACTOR shall require all non-design-professional sub-
contractors, used or sub-contracted by CONTRACTOR to perform the Services or Work
required under this Agreement, to execute an Indemnification Agreement adopting the indemnity
provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition, CONTRACTOR
shall require all non-design-professional sub-contractors, used or sub-contracted by
CONTRACTOR to perform the Services or Work required under this Agreement, to obtain
insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well
as any other insurance that may be required by Contract Officer.
5 Revised:6/16/10
781437.1
8. RECORDS AND REPORTS
8.1 Reports. CONTRACTOR shall periodically prepare and submit to the Contract
Officer reports concerning the performance of the services required by this Agreement, or as the
Contract Officer shall require.
8.2 Records. CONTRACTOR shall keep complete, accurate, and detailed accounts
of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
CONTRACTOR shall keep such books and records as shall be necessary to properly 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 reasonable times, including the right to inspect, copy, audit, and make records and
transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by CONTRACTOR in the performance of this
Agreement shall be the property of City. CONTRACTOR shall deliver all above-referenced
documents to City upon request of the Contract Officer or upon the termination of this
Agreement. CONTRACTOR shall have no claim for further employment or additional
compensation as a result of the exercise by City of its M rights or ownership of the documents
and materials. CONTRACTOR may retain copies of such documents for CONTRACTOR's own
use. CONTRACTOR shall have an unrestricted right to use the concepts embodied in such
documents.
8.4 Release of Documents. All 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.
8.5 Cost Records. CONTRACTOR shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs incurred while
performing under this Agreement. CONTRACTOR shall make such materials available at its
offices at all reasonable times during the term of this Agreement and for three (3) years from the
date of final payment for inspection by City and copies shall be promptly fiunished to City upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 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.
9.2 Interpretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties. The
terms of this Agreement are contractual and the result of negotiation between the Parties.
6 Revised:6/16/10
7814371
Accordingly, any rule of construction of contracts (including, without limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience and identification purposes only and shall
not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of City shall be deemed to waive or render unnecessary City's consent to
or approval of any subsequent act of CONTRACTOR. Any waiver by either party of any default
must be in writing. No such waiver shall be a waiver of any other default concerning the same or
any other provision of this Agreement.
9.4 Rigbts 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. 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.
9.5 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 injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non-Liability of City Officers and Employees. No officer or employee of City
shall be personally liable to the CONTRACTOR, or any successor-in-interest, in the event of any
default or breach by City or for any amount which may become due to the CONTRACTOR or its
successor, or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest. No officer or employee of the City shall have any direct or
indirect financial interest in this Agreement nor shall any such officer or employee participate in
any decision relating to the Agreement which effects their financial interest or the financial
interest of any corporation, partnership, or association in which he/she is, directly or indirectly,
interested in violation of any state statute or regulation. CONTRACTOR warrants that
CONTRACTOR has not paid or given, and will not pay or give, any third party any money or
other consideration in exchange for obtaining this Agreement.
10.3 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 or segregation in the performance of or in connection with this
Agreement regarding any person or group of persons on account of race, color, creed, religion,
sex,marital status, disability, sexual orientation, national origin, or ancestry.
7 Revised:6/16110
781437.1
II. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication that
either party desires, or is required to give to the other party or any other person shall be in
writing and either served personally or sent by pre-paid, first-class mail to the address set forth
below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing
if mailed as provided in this Section. Either party may change its address by notifying the other
party of the change of address in writing.
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To CONTRACTOR: O'Linn Executive Security Services
1025 S. Palm Canyon Drive
Palm Springs, CA 92262
11.2 Inteerated Agreement. This Agreement contains all of the agreements of the
parties and supersedes all other written agreements.
11.3 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement by all Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. 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 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 shall be interpreted
to carry out the intent of the parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
11.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement
be construed as conferring, any rights, including, without limitation, any rights as a third-party
beneficiary or otherwise,upon any entity or person not a party to this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees
that such Party is bound, for purposes of this Agreement,by the same.
8 Revmd:6/16/10
781437.1
11.8 Authority. The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by
so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
CITY"
City of Palm Springs
Date: 1 , B
David H. Ready
City Manager
APPROVED BY CITY MANAGER
00
APPROVED AS TO FORM: ATTEST
By:B
Douglas C. Holland, ames Thompson,
City Attorney City Clerk
CONTRACTOR"
O'Linn Executive Security Alarm Service, Inc.
10" S, Pal an on Drive
Palm Sp gs
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9 Revised:6/16/10
781437.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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Description of Attached Documerd
Title or Type of Document:
Document Date: Number of Pages:
Sign")Oahe Then Named Above:
Cepacity(ierr)Claimed by Signer(s)
Signer's Name: ftnerls-dame:
Individual Indiv dual
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10 Reviud:6/16/10
781437.1
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
11 Revised:6/16/10
781437.1
EXHIBIT "A"
SCOPE OF SERVICES, SPECIAL REQUIREMENTS, COMPENSATION AND PERFORMANCE
SCOPE OF SERVICES:
1. The Contractor shall provide all labor, supervision, equipment and materials necessary for
servicing, testing monitoring and maintaining City-owned fire and security systems; all as
described herein.
2. The City currently has Twenty-four(24) sites which require testing and maintenance. See Exhibit
C"for additional work or a decrease in work.
3. Station monitoring: The Contractor will prepare their system for station monitoring. This will
include any needed equipment so the systems can be monitored by the Contractor. The
Contractor shall begin monitoring of all specified systems at the start of the contract.
4. Safety: Contractor agrees to perform all work outlined in the Contract in such a manner as to
meet all acceptable standards for safe practices during the maintenance operation to safely
maintain stored equipment, machines and materials or other hazards consequential or related
to the work; and agrees to accept the sole responsibility for complying with all local, County,
State or other legal requirements, including but not limited to,full compliance with the terms of
the applicable NFPA 72, O.S.H.A and CAL O.S.H.A. Safety Orders at all times as to protect all
persons, including Contractor's employees, agents of the City, vendors, members of the public
or others from foreseeable injury, or damage to their property. Contractor shall inspect all
potential hazards in his area of responsibility at said facilities and keep a log indicating date
inspected and action taken.
S. Location of City-Owned Fire and Security Systems to be Serviced:
Facility Location Panel MFG. Panel Model
Wellwood Murray Library 100 S. Palm Canyon Dr. Ademco 411ODL
Animal Shelter(old) 4810 Camino Parocela Ademco 411ODL
Animal Care Facility(new) 4575 Mesquite Ave. Honeywell Gamewell 1700
Pavilion 401 So. Pavilion Way Notifier WFD-4
Fire Training Center 3500 E.Alejo Road Ademco Vista 20P
Leisure Center 401 S. Pavillion Way Ademco 625
Cornelia White House 233 So. Palm Canyon Dr. Napco RP 1003
Adobe 221 So. Palm Canyon Dr. Napco RP 1003P
Ruddy's General Store 221 So. Palm Canyon Dr. Radionics Omegalarm D6112
Swim Center 401 S. Pavilion Way Locknetics 505 Series
Palm Springs Stadium 1901 E. Baristo Monitronics Vista-15PMT
City Yard Complex 425 N.Civic Drive Radionics Omegalarm D6112
City Hall 3200 Tahquitz Canyon Way Silent Knight SK-5208
Desert Highland Center 480 Tramview Ademco Vista 10/Vista-10PSIA
Desert Highland Gym 480 Tramview Firelight MS-5
Library Center 300 S.Sunrise Way Ademco 411ODL
Convention Center 277 N.Avenida Caballeros Notifier 5000 Notifier 64
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781437.1
Police Sub-Station 105 S. Indian Canyon Magers Unknown
Palm Canyon Theater 538 N.Palm Canyon Dr. Ademco Vista-32FB
Plaza Theater 128 N. Palm Canyon Dr. Pyrotronics CP-400
Visitor Center 2781 N.Palm Canyon Dr. Ademco Vista-10SE
DeMuth Community Center 3601 E. Mesquite Silent Knight 5104B
US Customs Office 3400 E.Tahquitz Canyon Way#23 Ademco Vista-10SE
PSP Airport Panic Alarm to P.S.P.D. Dispatch&Alarm Company
6. Contractor must possess an Alarm Company Operator's License and be licensed to perform
installations. The Contractor must be licensed to perform any needed future upgrades to
existing systems, if so desired by the City
7. All Contractors' employees performing on-site services for the City during the term of this
Contract shall be Registered Alarm Agents.
8. The Contractor's Manager must possess an alarm company Manager's License.
9. All materials and each part of detail of the work shall be subject to inspection by the Contract
Administrator. The Contract Administrator or his designee shall be allowed to all parts of the
work and shall be furnished with such information and assistance by the Contractor as is
required to make a complete and detailed inspection.
10. Contractor agrees that the City has the right to make all final determinations as to whether the
work has been satisfactorily completed. In the event that the results of the fire and security
systems services are considered unsatisfactory to the City, the Contractor shall give immediate
attention to the correction of all complaints. If the Contractor receives more than three (3)
complaints in a single year for unsatisfactory performance, and the complaints are found valid
by the City and are not remedied within twenty-four(24) hours of receipt of each complaint,the
Contract many be terminated.
11. Subject to the power and authority of the City as provided by law and in this Contract, the City
shall in all cases determine the quantity, quality, and acceptability of the work, materials and
supplies for which payment is to be made under this contract. The City shall decide the
questions which arise relative to the fulfillment of the Contract or the obligations of the
Contractor thereunder.
12. All Contractor employees shall be subjected to a background check prior to the commencement
of work under this Contract.The City will require a list of all employees assigned to this Contract
along with their social security numbers. Any employee shown to have a felony conviction or
whom the City, in its sole discretion,finds to be unacceptable will not be allowed to work under
this contract.
13. OFFICE OF INQUIRES AND COMPLAINTS
The Contractor shall maintain an office at some fixed place located in the Coachella Valley and
shall maintain a telephone at this location, listed in the telephone directory in its own name or
13 Revised:6/16/10
781437.1
in the firm name by which it is most commonly known and shall, during the term of this contract
have some responsible person(s)employed by the Contractor twenty-four(24) hours per day,to
take the necessary action regarding all inquiries and complaints that may received from the City,
City personnel or patrons using the facilities. An answering service shall be considered an
acceptable substitute to full time twenty-four hour coverage, provided Contractor is advised of
any complaint within on (1) hour of receipt of such complaint by the answering service. During
normal working hours, the Contractor's Foreman or employee of the Contractor who is
responsible for providing maintenance services, shall be available for notification through a
pager or answering service.
During the normal days and hours of operation, whenever immediate action is required to
prevent impending injury, death or property damage to the facilities being maintained, City
may, after reasonable attempt to notify the Contractor, cause such action to be taken by the
City work force and shall charge the cost thereof as determined by the Contract Administrator
against the Contractor,or may deduct such cost from and amount due Contractor from the City.
The Contractor shall maintain a written log of all complaints, the date and time received, and
the action taken pursuant thereto or the reason for non-action. The log of complaints shall be
open to the inspection of the Contract Administrator at all reasonable times.
Contractor and Contractor's personnel shall immediately notify the Contract Administrator upon
contact with members of the City Council.
14. CONTRACTOR'S STAFF
The Contractor shall provide sufficient personnel to perform all work in accordance with the
specifications set forth herein. Contractor's employees, whether assigned to any one facility or
as part of a crew serving any number of facilities, shall include at least one individual who
speaks the English language proficiently.
The Contractor Administrator may at any time give Contractor written notice to the effect that
the conduct or action of a designated employee of the contractor is, in the reasonable belief of
the Contract Administrator, detrimental to the interest of the public patronizing the premises.
Contractor shall meet with the Contract Administrator to consider the appropriate course of
action with respect to such matter and Contractor shall take reasonable measures under the
circumstances to assure the Contract Administrator that the conduct and activities of
Contractor's employees will not be detrimental to the interest of the public patronizing the
premises.
Contract Administrator may require the Contractor to establish an identification system for
personnel assigned to the facility which clearly indicates to the public the name of the
Contractor responsible for the services. The identification system shall be furnished at the
Contractor's expense and may include appropriate attire and /or name badges, as specified by
the City.
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781437.1
15. EMPLOYEES OF CONTRACTOR. Any and all employees of Contractor not satisfactory to the City
of Palm Springs will be replaced upon request as soon as possible by another who will be
satisfactory. The question as to whether any employee proves satisfactory to the City of Palm
Springs is one which is to be determined solely by the City of Palm Springs without cause, and
without regard to the basis upon which such decision shall be made.
16. NON-INTERFERENCE. Contractor shall not interfere with the public use of the premises and shall
conduct its operations as to offer the least possible obstruction or inconvenience to the public
or disruption to the peace and quiet of the area within which the services are performed.
17. BUILDING SECURITY. It shall be the responsibility of the Contractor to assure that all his
supervisory and crew personnel abide by the City of Palm Springs building security regulations
and safety standards. The Contractor shall conduct his work operations in such a way as to
safeguard the City's personnel,equipment and property.
18. LOCKS AND KEYS REQUIREMENTS. The Contractor will be issued keys to all areas in which
security maintenance services are to be performed. Two (2) keys per area will be issued to the
Contractor.The Contractor shall maintain such control over issued keys.
Key Control
a. Contractor shall be responsible for the series of keys assigned to them and will in
Turn assign these keys to their personnel for use in maintaining the facility.
b. The Contractor will be held responsible for the proper use and safe keeping of all
keys issued by the City to the Contractor.
C.Contractor shall report all lost or stolen keys to the Contract Administrator within
Twenty-four(24) hours of discovery of the loss.Contractor shall reimburse the
City for the cost as determined by the Contract Administrator of re-keying the
facility or duplicating additional keys.
d. Upon termination,cancellation or expiration of this Contract,all keys received by
the Contractor shall be returned to the Contract Administrator.
e. California law stipulates that it is unlawful for a person to duplicate any keys
without the permission of the owner. The penalty for violation of law is either six
6) months imprisonment of a five hundred dollar($500)fine,or both.
19. CONTRACTOR'S PERSONNEL. An adequate number of trained personnel shall be assigned by
the Contractor to perform the work described in these specifications. All Contractor's
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781437.1
employees shall be subject to review and approval by the Contract Administrator. The City
reserves the right to request the removal of an employee who is deemed unacceptable for any
reason.
The Contractor shall be required to provide on-site supervisory personnel of a high professional
caliber including bilingual communication ability if any contract crew member does not have a
working knowledge of English. The supervisory personnel shall conduct regular inspections to
determine that work is being performed in accordance with professions standards and
established work schedules. Said personnel must have the authority to respond immediately to
situations upon request by the Contract Administrator.
The Contractor shall meet special personnel standards for the Public Safety facilities.All contract
employees assigned to these areas must pass a police background investigation prior to entering
said facilities.At no time shall the Contractor schedule personnel in the police facilities that have
not passed the background check. This provision shall apply even during times of short staffing
due to holidays, illness,vacations, no-shows etc.
All personnel assigned by the Contractor to perform work for the City of Palm Springs shall not
have an arrest record other then minor traffic violations, must be physically capable of
performing all duties assigned and must present a physical appearance acceptable to the City.
The final decision as to the acceptability of any individual performing work under any contract
awarded as a result of this specification shall rest with the City of Palm Springs.
All work by contractor shall be performed in a professional, courteous manner. Discourtesy,
rudeness, or the use of profanity will not be tolerated and shall be grounds for immediate
removal of the offending employee from performing work under any contract awarded as a
result of this specification.
The assigned supervisor shall contact the Contract Administrator or his designee to discuss and
clarify any operational problems and to receive instructions. In addition,the assigned supervisor
shall physically contact each assigned individual at not less than one (1)time per shift.
Contractor shall submit a supervisory chain of command document identifying personnel names
and telephone numbers, providing updates as necessary. Said document must be submitted to
the Contract Administrator on or prior to the first day of work.
It shall be the responsibility of the Contractor to provide consistent, reliable transportation for
equipment and staff to service identified facilities. All costs related to the maintenance and
operation of said transportation vehicle(s)shall be the responsibility of the Contractor.
20. WARRANTY. The Contractor shall fully warrant all materials used in the course of this
Agreement, including without limitation, any optional equipment purchased by the City under
the terms of this Agreement, against poor and inferior quality equipment and materials for a
period of not less than the period of time warranted by the manufacturer from the date of final
16 Revised:6/16/10
781437.1
acceptance of material/equipment by the City. Contractor shall repair or replace inoperable
material/equipment in a timely manner so as to minimize the possible disruption of City
operations resulting from said inoperable material/equipment.
21. NOTICE TO PROCEED. A Notice to Proceed will be issued upon receipt of all required certificates
of insurance.City issuance of a Purchase Order will be Contractor's Notice to Proceed.
22. COOPERATION BETWEEN CONTRACTORS. The City reserves the right to contract for and
perform other or additional work on or near the work covered by these specifications.
When separate agreements are let within the limits of any one project, each contractor shall
conduct his/her work so as not to interfere with or hinder the progress or completion of the
work being performed by other contractors. Contractors on the same project shall cooperate
with each other as directed.
Each contractor involved shall assume all liability, financial or otherwise, in connection with
his/her agreement and shall protect and hold harmless the City from any and all damages or
claims that may arise because of inconvenience, delays, or loss experienced because of the
presence and operations of other contractor working within the limits of the same project.
23. DAMAGE. The Contractor shall be held responsible for any breakage, damage, loss of City
equipment or supplies through negligence of the Contractor or his employees while working on
the City's premises. No product, supplies, or equipment shall be used by the Contractor which is
injurious or damaging to any surface to which they are applied or exposed.The Contractor shall
be responsible for restoring/replacing any equipment, facilities,furniture, etc., so damaged.The
Contractor shall immediately report to the Contract Administrator any damage to the
premises or furnishings resulting from services performed under this Agreement
Pursuant to the provisions of this Agreement, the Contractor shall be liable for any loss or
damage to City or third parties due to Contractor's failure to properly maintain or monitor the
City-owned fire and security systems described herein.
24. AUTHORITY OF THE CITY. Subject to the power of authority of the City as provided by law in
this Agreement, the City shall in all cases determine the quantity, quality and acceptability of
work, materials and supplies for which payment is to be made under this Agreement. The City
shall decide the questions which may arise relative to the fulfillment of this Agreement or the
obligations of the Contractor thereunder.
25. TERM. The term of this Contract will be for one(1)year.
26. HOURS OF WORK. Normal hours of work for routine maintenance work are Monday through
Thursday,8:00 A.M.to 6:00 P.M.
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781437.1
SPECIAL REQUIREMENTS:
1. The Contract Administrator for this Contract is the Facilities Maintenance Manager, or his
authorized representative.
2. The requirement for a Performance Bond is waived for this Contract.
COMPENSATION:
1. PAYMENT. Contractor agrees to perform this work as specified in good order and in accordance
with the specifications and will accept as full payment therefor the amounts indicated on the
Pricing Sheet attached hereto.
a. For all services which the Contractor is obligated to perform the City shall pay to the
Contractor a monthly price per facility.
b. Payments shall be made upon submittal of a detailed monthly statement to the Contract
Administrator. Invoices should be submitted within two weeks following the end of a billing
period defined as a calendar month.
c. Contractor shall maintain and keep current a daily report form that records all work
performed by Contractor's personnel. Said report shall be in a form and content acceptable
to the Contract Administrator and shall be submitted to the Contract Administrator
concurrent with the monthly invoicing. The monthly payment will not be made until such
report is received and deemed acceptable by the Contract Administrator.
2. ADDITIONAL WORK. Additional alarm systems may be added at the sole option of the City
during the term of this Contract. The Contractor shall not claim forfeiture of agreement by
reasons of such additions by the City. The amount of additional compensation paid to the
Contractor for additional systems shall be determined as follows:
a. By unit prices or by a lump sum as mutually agreed upon by the City and the Contractor,or
b. If the parties cannot agree upon unit prices or a lump sum, then by actual net cost to the
Contractor of the materials and labor required and approved by the City for such extra work,
plus ten percent(10%)as compensation for all other items or profit and costs or expenses.
3. DECREASE IN WORK. Alarm systems may be deleted from this Contract at the sold option of the
City.The Contractor shall not claim forfeiture of Agreement by reasons of such decreases by the
City.The amount of decreased compensation paid to the Contractor for decreased systems shall
be determined as follows:
A, By unit price or by lump sum as mutually agreed upon by the City and the Contractor,or
b. If the parties cannot agree upon unit prices or a lump sum, then by actual net cost to the
Contractor of the materials and labor required and approved by the City for such decreased
18 Revised:6/16110
781437.1
work, less ten percent (10%) as compensation for all other items or profit and costs or
expenses.
4. PARTS AND MATERIALS ABOVE CONTRACT. The Contractor will invoice the City separately from
the monthly or quarterly maintenance charge for any parts, materials and components used in
the course of the Agreement that are above the contract.The Contractor shall invoice the City at
the contractor's cost for all parts and components (including smoke detectors) used in the
course of the contract that are above the contract.
UNIT PRICING PER LOCATION
Maintenance/Testing Station Monitoring Total Cost Per Month
Welwood Murray Library 15 20 35
Animal Shelter(old) 15 20 35
Animal Care Facility(new) 20 25 45
Pavilion 20 25 45
Fire Training Center 20 25 45
Leisure Center 70 45 115
Cornelia White House 15 20 35
Adobe 15 20 35
Ruddy's General Store 20 25 45
Swim Center 15 20 35
Palm Springs Stadium 15 20 35
City Yard Complex 20 25 45
City Hall 20 25 45
Desert Highland Center 45 35 80
Desert Highland Gym 15 20 35
Library Center 70 45 115
Convention Center 20 25 45
Police Sub-Station 15 20 35
Palm Canyon Theater 20 25 45
Plaza Theater 20 25 45
Visitor Center 15 20 35
Demuth Community Center 35 45 80
US Customs Office 15 20 35
PS Airport Panic PSPD 15 20 35
TOTAL COST FOR ALL AREAS 1,180
PERFORMANCE
1. TESTING. All systems shall be tested a minimum of four (4) times per year at regular
intervals. The Contractor will submit an Alarm Test Log, verifying tests performed, with
his/her monthly statement.The Contractor may, with the City's approval,stagger the testing
of systems so all systems are not being tested at the same time.The Contractor's invoice will
not be processed without a completed Alarm Test Log.
2. MAINTENANCE. Maintenance of all systems shall be continuous. Maintenance shall include
any needed parts or materials.
19 Revised'.6116/10
781437.1
3. STATION MONITORING. The Contractor shall begin monitoring of all specified systems at
the start of the Agreement.
4. RESPONSE TIME.
a. "Trouble & Reset" Calls shall be defined as those calls requiring investigation and reset
of a malfunction within the system. The Contractor shall respond to all trouble and
reset calls within on (1) hour.
b. Major Repairs shall be defined as repairs requiring the replacement of system
components. The Contractor shall respond to maior repair calls within twenty-four(24)
hours.
c. The Contractor shall supply and put in place 'like" substitute equipment which cannot
be repaired within twenty-four(24) hours.
5. LIQUIDATED DAMAGES: Liquidated Damages do not apply to this Contract.
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781437.1
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
21 Revis d:6116/10
781437.1
INSURANCE
1. Procurement and Maintenance of Insurance. CONTRACTOR shall
procure and maintain public liability and property damage insurance against all claims for
injuries against persons or damages to property resulting from CONTRACTOR's performance
under this Agreement. CONTRACTOR shall procure and maintain all insurance at its sole cost
and expense, in a form and content satisfactory to the City, and submit concurrently with its
execution of this Agreement. CONTRACTOR shall also cant'workers' compensation insurance
in accordance with California workers' compensation laws. Such insurance shall be kept in full
force and effect during the term of this Agreement, including any extensions. Such insurance
shall not be cancelable without thirty (30) days advance written notice to City of any proposed
cancellation. Certificates of insurance evidencing the foregoing and designating the City, its
elected officials, officers, employees, agents, and volunteers as additional named insureds by
original endorsement shall be delivered to and approved by City prior to commencement of
services. The procuring of such insurance and the delivery of policies, certificates, and
endorsements evidencing the same shall not be construed as a limitation of CONTRACTOR's
obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. Minimum Scone of Insurance. The minimum amount of insurance required
under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars ($2,000,000)general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
1,000,000.00)per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate is:
required
is not required;
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least one million
dollars $1 million per occurrence. If CONTRACTOR has no employees, CONTRACTOR shall
complete the City's Request for Waiver of Workers' Compensation Insurance Requirement
form.
3. Primary Insurance. For any claims related to this Agreement,
CONTRACTOR's insurance coverage shall be primary with respect to the City and its respective
elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance
maintained by City and its respective elected officials, officers, employees, agents, and
volunteers shall be in excess of CONTRACTOR's insurance and shall not contribute with it. For
Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all
22 Revised:6/16/10
781437.1
rights of subrogation and contribution it may have against City, its elected officials, officers,
employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required,
and if CONTRACTOR provides claims made professional liability insurance, CONTRACTOR
shall also agree in writing either (1) to purchase tail insurance in the amount required by this
Agreement to cover claims made within three years of the completion of CONTRACTOR's
services under this Agreement, or (2) to maintain professional liability insurance coverage with
the same carrier in the amount required by this Agreement for at least three years after
completion of CONTRACTOR's services under this Agreement. CONTRACTOR shall also be
required to provide evidence to City of the purchase of the required tail insurance or continuation
of the professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class
VII, or better,unless otherwise acceptable to the City.
6. Verification of Coverage. CONTRACTOR shall furnish City with both
certificates of insurance and endorsements, including additional insured endorsements, effecting
all of the coverages required by this Agreement. The certificates and endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All proof of
insurance is to be received and approved by the City before work commences. City reserves the
right to require CONTRACTOR's insurers to provide complete, certified copies of all required
insurance policies at any time. Additional insured endorsements are not required for Errors and
Omissions and Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1.The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract Na" or 'for any and all
work performed with the City"may be included in this statement).
2.This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any
and all work performed with the City" may be included in this statement).
3.Should any of the above described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
23 Revised:6/16/10
781437.1
4. Both the Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the City
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
CONTRACTOR's obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City prior to commencing any work or
services under this Agreement. At the option of the City, either (1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions with respect to the City, its elected officials,
officers, employees, agents, and volunteers; or (2) CONTRACTOR shall procure a bond
guaranteeing payment of losses and related investigations, claim administration, and defense
expenses. Certificates of Insurance must include evidence of the amount of any deductible or
self-insured retention under the policy. CONTRACTOR guarantees payment of all deductibles
and self-insured retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
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781437.1