Loading...
HomeMy WebLinkAbout9/5/2007 - STAFF REPORTS - 2.W. ulo�� A`M17 City Council Staff Report DATE: September 5, 2007 CONSENT CALENDAR SUBJECT: APPROVE AWARD OF CONTRACT FOR WINDOW CLEANING SERVICES AT PALM SPRINGS INTERNATIONAL AIRPORT FROM: David H. Ready, City Manager BY: Department of Aviation SUMMARY The requested action would result in City Council approval for contracted window cleaning services at Palm Springs International Airport. RECOMMENDATION: 1. Approve and agreement with Ellis Enterprises for window cleaning services at the airport for an initial term of three years, with two additional one-year renewal options at the City Manager's discretion, in an amount not to exceed $67,833 for the initial term. 2. Authorize the City Manager to execute all necessary documents. A STAFF ANALYSIS: Airport window cleaning services have been provided by Airport staff for several years, since elimination of funding in FY 2004. Previous to 2004, these services were provided via contract by companies that specialized in window cleaning. With the addition of the new Regional Jet Terminal Building and Concourse, which contains extensive glass, staff determined it would be necessary to reinstate contract window cleaning services with an outside firm. This action will better able the Airport to maintain focused service on a regular basis to the entire Airport facility, Taxi building, Customs and Vehicle Inspection Plaza. It will also offset demand for Airport Maintenance staff in response to the Airport expansion. The Procurement & Contracting Division issued Invitation for Bids (IFB #07-05) on June 12th to 28 potential vendors and pasted the notice to the City's website. Four vendors ITEM NO. Y" City Council Staff Report September 5, 2007-- Page 2 Window Cleaning Services at Palm Springs International Airport attended a pre-bid walkthrough at the Airport on June 19th and two vendors submitted bids by the July 11 th due date. The bids received were as follows: Ellis Enterprises, of Los Alimitos, CA = $22,611.00 per year Bright & Clean Windows, of Rancho Mirage, CA = $99,000.00 per year Ellis Enterprises, based in Los Alimitos, holds similar contracts for window cleaning services for the City of Glendale, CA, as well as the Morongo Spa & Casino, The Beverly Hilton Hotel, the Long Beach Water Department, and Target Stores throughout California and Nevada. Staff is recommending award of the three year contract to Ellis Enterprises. The cost for the initial three years of the contract would be firm at $22,611 per year, with the optional two one-year renewals to be adjusted based on the CPI issued by the U.S. Bureau of Labor Statistics for the LA/Anaheim/Riverside Areas. FISCAL IMPACT: Funds for window cle ping services were budgeted for FY 07-08 and are available in Accoun7;6200 43200. Craig Toms, Interim Director of Aviation David H. Ready, ager 5 ro L. Butzla ,mI Aces stant City Manager istrative 000002 CONTRACT SERVICES AGREEMENT CITY OF PALM SPRINGS THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this day of 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Ellis Enterprises, Building Maintenance Services (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity_) The parties hereto agree as follows= 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material Inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes or this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under i similar circumstances, I 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. I 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and j any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits.,Fees and Assessments. Contractor shall obtain at its I sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work_ By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement_ If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1 000 i 1.6 Care of Work, The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties, Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or(4) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. it is expressly understood by I Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. I 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the f provisions of Exhibit"B"shall govern. 2,0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached I hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of sixty seven thousand eight hundred thirty three dollars ($67,833.00) for the initial 3 year term, (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv) such other methods as may be-specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. 2 2.2 Method of Payment. Unless some other method of payment is specked in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st)working day of such month, Contractor shall submit to the City in the form approved by the CrVs Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Ma'eure. The time period(s) specified In the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay_ The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Contractor be entitled to recover damages against i the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. I 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.11 COORDINATION OF WORK 4A Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith Dave Petrie. Director of Services Management It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing .principals may not be 3 i replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer_ The Contract officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement_ 4.3 Prohibition Against Subcontractin or Assi nment_ The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore. Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis_ In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of i Contractor of any liability hereunder without the express consent of City. i The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors_ The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 000®ara 4 I i 5.0 INSURANCE;, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a Form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance; (a) Commercial General Liability Insurance- A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs, its officers, employees and agents as additional insured. An additional Insured endorsement is required as evidence of such coverage. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance-Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B". All of the above policies of insurance shall be primary insurance- (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers- In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is dtherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification- Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to 5 000000 i perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, { unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney, The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the perfon-nance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto 6 00000? and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records- Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records- Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder- Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sale risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use- Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall ' provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall hat be released publicly without the prior written approval of the Contract Officer. 7A ENFORCEMENT OF AGREEMENT 7.1 California Law- This Agreement shall be construed and interpreted both as to validity'and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. T2 Disputes, In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7-8. 7 OGGGG" i . .... . . 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such 1 withholding, an amount sufficient to cover such claim- The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein- 7A Waiver. No delay or omission in the exercise of any right or remedy by a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. T6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination or actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of NONE ($ 0 ) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages, 7.8 Termination Prior to Expiration Of Term- This Section shall govem any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon one hundred twenty (120)days'written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine.' Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor x ©D0�7J 1 I i has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 1 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7-10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to,any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. I 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.' 8.2 Conflict of Interest- No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination- Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the pefformance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 00001J, 9 1 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 In_tegration:_ Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement i supersedes and cancels any and all previous negotiations, arrangements, agreements and If understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9-4 Seyerability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either.party of the basic benefit of their bargain or renders this Agreement meaningless. 9-5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (it) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGES) I 10 000012 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST. a municipal corporation By: By- City Clerk Ctty Manager APPROVED AS TO FORM: By. City Attorney CONTRACTOR: Check one:,_Individual—Partnership_Corporation Corporations require two notarized signatures: One from each of the following: A.Chairman of Board,President,or any Vice President:AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial fDcer). I i B � 'By- Signature(notarized) /gnature(notarized) Name:'Z A,r, a_ W)Ich z e Name: 6+?Stl Title: C'�ktil L, V` q v., Title: jS'iS 1+ P r-Go(S v!'e Address: tom^- S S 2 C��-nSyhv� S�-f Address: /ZZ!Z!5�-T _1440S �7Ylpr/r�t- ,,7 . Las F4 t tlx: f CA `t 27 7 a .La5 A erirve'ar L eL�p�v State of l/Cm�Y,C}l� �� } State of \l -� } County of i-• Ccunly,o0M'R�_ISs \ On Q� �T' 02 V J'aL�O7 before me. Or�'CK]•D�iefore me, [Y�•auriC�r,� V tAS, CIt?�Lf. it f\ 1-, -'r l' 'f'-j j U16\tL s pnally appeared Pe oily` +_ appeared UC Y nC4 r 1 per3orraNyknevn -te-are(or proved to re on the basis satisfactory evidence) to me(or proved to me n the basis of satisfactory evidence) to be the person whose name 1 subs ed to the to be the perSOAW whose nam subs ed m the wlthln instrument and a owledged to me the witimin instrument and admowletlg�e tlm&lsTa(tit executed th§..,same It I�I tTe(lRte�lr authorled cs adt executed Ih same i it authorized capacityjiesJ, and that b;h) lr9,4 eZr signat,niN on the Instrument the and that I m ttei( signatr an the Instrument the personO, art a entity upon behalf of which the person persoriN or ie entity upon behalf of which the person acted,executed tho instrument. acted,executed the Instrument- WITNESS my hand and official Seal. WITNESS my hand land �official seaL +n, Notary Signature:�y \��.CAY� Notary Signature:����atlY ' Notary Seal: Notary Seal: M.OUNCAN M.DUMC 93 COMM.1f/53934e Notary tt.15393A8 r ®� Notary Pu-LESC UNIT a N Vj Af •° Mot?ry Publiccaldornia Tip Lu LOSAWCLES COUNTY + w LOS ANCELES COUNTY + My Comm.Exp.Dec 70,2008 -. My Comm.Exp,Dec 00,200e 11 Y� EXHIBIT"A" SCOPE OF SERVICES CITY OF PALM SPRINGS A. General Description: This Scope of Services describes the requirements for window cleaning at Palm Springs International Airport. The Airport has recently expanded, adding a Regional Jet Terminal facility to the existing Main Terminal and Bono Concourse. Combined, there is approximately 200,000 sq. ft. of floor space in total. The buildings contain substantial amounts of both tempered and un-tempered glazing, on the ground level as well as on the second story "concourse" and "mezzanine' levels. Regular cleaning of interior and exterior window surfaces is necessary to the ongoing operation of the Airport. B. General Requirements: All glazing specified in this Contract shall be maintained in accordance with the schedule of performance. Compliance with the performance of this work is the sole responsibility of the CONTRACTOR, and shall be ensured by inspections of the WORK by a representative of the CONTRACTOR and the CITY. The CONTRACTOR shall coordinate mutually agreeable inspection times with the CITY Representative. C. Services: Window cleaning services shall be provided for all glazing included in the Schedule of Performance, including automatic doors, with the exception of tenant leasehold areas, which are excluded from this contract. All window cleaning shall be performed such that glazing is left clean, free of dust, foreign matter, smudging, streaking and spotting. CONTRACTOR shall use de-ionized water in the performance of window cleaning. D. Special Inspections: A special inspection with the CONTRACTOR may be requested at any time by the CITY Representative. Following a mutually agreed upon time for the inspection, any discrepancies noted shall be corrected within the following 48 hour period. E. Souare Footage: Any measurement of the amount of glass surface area to be cleaned shall be the sole responsibility of the CONTRACTOR- F. Pre-Existing Conditions: Within certain zones, substantial water staining of glazing has occurred over time, The CONTRACTOR will not be responsible for removal of such existing water staining under the scope of this Contract. The CITY Representative however, may request such work as an addition to the Contract, should it become desirable to do so at an additional cost to be negotiated separately. G. CONTRACTOR Staff Conduct: Alf Contractor representatives and employees shall maintain excellent conduct with regard to the general public, and City officials and employees. Any offensive behavior displayed by any representative of the Contractor may be cause for contract termination. All Contractor representatives are prohibited from the City premises while under the influence of alcohol or controlled substances- H. SPECIFIC WORK ZONES, TASKS AND SCHEDULE: As fully defined in Exhibit 'U' =- Schedule of performance t2 QD�Q4G EXHIBIT"B" SPECIAL REQUIREMENTS CITY OF PALM SPRINGS A. SECURED ACCESS TO WORK AREAS 1. The areas in which work is to be performed are considered secure areas in accordance with Federal Aviation Administration security guidelines- The contractor must comply with all of the following Security related procedures/conditions. a. Employment History: Prior to commencement of the Services of the Contract, the successful contractor will be required to submit a letter authorizing an individual(s) to approve the issuance of Security Information Display Area (SIDA) badges- All contractor personnel designated to receive SIDA badges are required to complete a fingerprint based Criminal History Records Check (CHRC) prior to authorization for SIDA area training. b. Employee Security Badges: All contractor personnel who access the Airport SIDA area must obtain, and conspicuously display on their person at all times, an Airport issued security identification badge. The appropriate badge may be obtained at the Airport Operations Control Center located in the terminal building. A $25.00 fee is required for each fingerprint CHRC check, and a $35.00 processing fee for each badge. All SIDA badges remain the property of the Airport and shall be surrendered to Airport Operations upon completion of contract. To obtain a SIDA badge, each contractor employee must have satisfactorily undergone the fingerprint CHRC and successfully completed required 2 hour training on airport security. Attendance of the class and issuance of the security identification badge may take longer than two (2) hours per person.Airport SIDA forms are available on the internet at: http./Avww.paimspringsairport.com/ops_security.html C. Site Access. Access to SIDA shall be through Perimeter Gate 15, unless otherwise arranged with Airport Operations_ Access to any SIDA area will be permitted only for SIDA badge personnel or for personnel under escort by a SIDA badge contractor employee. No deviations from any security measure will be permitted. d. Vehicles and Equipment; All licensed vehicles operated on the Airport property are required to have conspicuously displayed in the windshield a vehicle permit issued by Airport personnel. This vehicle permit shall hold the Contractor responsible for both the vehicle and all personnel within the vehicle while on Airport property. i. Procedures to Obtain an AOA Vehicle Permit The Airport requires a separate "Authorization Signature Letter" to be on file for each company requesting AQA Permits. The letter must have at least one individual who is authorized to request ID badges for your company. We prefer that you include only management or supervisors on this letter. A sample form is available by visiting the Airport Permitting Office or e-mailing Airport Operations at VIP(dwalmsprinas-ca.00v. .Please submit your letter with "original"signatures_ 13 An AOA Vehicle Permit request form must be submitted each time you are requesting vehicle permits. More than one vehicle may be listed with each 7 request, and the form will require the following information: Vehicle make, vehicle type, color, year, and license number. A sample form is available by visiting the Airport Permitting Office or e-mailing Airport Operations at VIP(Mi nalmsprinas-ca.nov. An information package is also available for reference. All vehicle permit fees must be paid at the time of issuance. e. Identification: Each employee obtaining SIDA access shall at all times display on their person the SIDA badge while in the secure area. Additionally, all personnel shall wear Contractor supplied uniforms at all times during .the performance of this work_ Contractor's supervisory staff may wear identification badges in lieu of uniforms, S. 5.3 Performance Bond. The requirements set forth in section 5.3 for Performance Bond is hereby waived. I i I I 14 (� 0 02- i EXHIBIT 'V COMPENSATION CITY OF PALM SPRINGS Responding to Invitation for Bids No. 07-05 for providing Window Cleaning services for the Palm Springs International Airport, the undersigned bidder proposed and agreed to provide the services and work in accordance with the specifications_ LOCATION: 3400 E. TAHQUITZ CANYON WAY QUARTERLY- Yearly Zone A: Baggage Claim $ 187.50 x 4= $ 750.00 All exterior glass All interior glass, except Tenant Zone B: Main Terminal QUARTERLY All interior/exterior ground $ 343.75 x 4= $ 1375.00 level glass (excluding restaurant glass), inc, all Checkpoint glass All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, $ 2360.00 x 2= $ 4700.00 office area glass Zone C. Ticket Wing: QUARTERLY All interior/exterior glass $ 362.50 x 4= $ 1450.00 Zone D: Operations Offices, TSA Offices SEMI-ANNUALLY All interior/exterior glass $ 412.50 x 2= $ 825.00 Zone F: Phase 2A QUARTERLY All exterior glazing $ 425.00 x 4= $ 1700.00 Zone G: Phase 2A QUARTERLY All Concourse glazing, intJext. $ 550-00 x 4= $ 2200.00 Concourse SEMI-ANNUALLY All upper glazing, interior/exterior $ 2900.00 x 2= $ 5800.00 Zone J: Regional Jet Terminal QUARTERLY All in glazing $ 493.75 x 4= $ 1975.00 Customs, VIP, GTC SEMI-ANNUALLY All interior/exterior glazing $ 918.00 x 2= $ 1836.00 Annual Total: $ 22 611.00 15 Prices to remain firm for initial contract period of (3) three years. Two (1) one year renewal options may be exercised upon mutual consent of the City and the Contractor. The unit prices for the optional renewals shall be adjusted (decreased or increased) at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureau'of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. Invoicing: The Contractor will submit an itemized invoice quarterly/ semiannually listing separately each of the zones listed. The invoice shall be accompanied by receipts, dated and signed by a City employee, verifying the work was done_ Invoices and receipts will be submitted to the Contract Administrator for approval_ Billings must reference the purchase order number and shall indicate the unit (contract) price. Invoices that are submitted with incorrect prices may he returned for correction before any payments to the vendor are authorized. It shall be the vendoPs responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. I. 16 EXHIBIT "D" PERFORMANCE SCHEDULE CITY OF PALM SPRINGS A. Term of Contract: The term of this Contract will be for (3) three years from date of award, with two (2) one (1) year renewal options upon mutual consent of the Contract Administrator and the Contractor. 1. Option to Renew: At the sole discretion of the City, the Contract may be renewed for two additional years or any portion thereof. If the City exercises its option to extend, the.unit prices shall be adjusted (decreased or increased)at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. B. Time of Service: Services shall be performed Monday through Friday, between the hours of 6:30 A.M. and 5:00 P.M., except as authorized by the City Representative. Due to the on-going nature of Airport. operations, Contractor shall coordinate all work scheduling with the City Representative in advance. Every effort shall be made by the Contractor to perform services in Terminal zones at such times as will avoid any inconvenience to Airport customers, staff and operations. Services shall not be scheduled on normal City employee holidays. C. Schedule of Work: Contractor shall furnish to the City Representative a detailed work schedule meeting the Contract requirements. The work schedule shall indicate the number of personnel required and the estimated time to accomplish the work. The schedule shall be kept throughout the duration of the Contract, and shall be modified and re-submitted to the City Representative upon request. Any work to be performed outside of the schedule shall be approved by the City Representative prior to occurrence. D. Work Zones: Window cleaning is required in each Airport Terminal Building Zone at the frequencies specified below: Zane Description Frequency, _ Zone,A. Baggage Claim All exterior glass QUARTERLY All interior glass, except Tenant Leasehold interior glass Zone B: Main Terminal All interior/exterior ground QUARTERLY level glass (excluding restaurant glass), inc. all Checkpoint glass All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, office area glass Zone C: Ticket Wing All interior/exterior glass QUARTERLY Zone D: Operations All interior/exterior glass SEMI-ANNUALLY Offices, TSA Offices 17 Zone F: Phase 2A All exterior glazing QUARTERLY Concourse Patio All interior glazing QUARTERLY Zone G: Phase 2A All Concourse glazing. int./ext. QUARTERLY Concourse All upper glazing, interior/exterior SEMI-ANNUALLY Zone J: Regional Jet All interiorlexterior glazing QUARTERLY Terminal Customs, VIP, GTC All interior/exterior glazing SEMIANNUALLY 1 B\E6 G1lF - WF1 =EA OLSL GLa x, nr r I„ Sh 18 VO4.1CY� CU