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HomeMy WebLinkAbout05630 - MAXWELL SECURITY SERVICES INC SECURITY AT THE AMTRAK STATION *b3o 4 City of Palm Springs David H. Ready, Esq., Ph.D. City Manager D 3200 East Tahquirz Canyon Way,Palm Springs CA 92262 Tel 760.322.8350 • Fax 760.323.8207 • TDD 760.864.9527 David.Ready@palmspringsca.gov • w w.palmspringsca.gov March 5, 2014 Fritz Maxwell Maxwell Security Services, Inc. P. O. Box 800225 Valencia, CA 91380 Re: Desert Fashion Plaza Parking Structure and Surface Lot Security Services Interim Security Operations The purpose of this letter is to provide an interim schedule for Security Services at the former Desert Fashion Plaza Parking Structure and Surface Parking during the phase of demolition and construction of the public streets through the development site. As a result of demolition activities, vital equipment and utilities serving the parking structure are exposed, leaving them vulnerable to theft and vandalism. As a result, it has become necessary to increase the presence of security guards on site to protect the City's property during the evening and early morning hours. Effective Wednesday, February 26, 2014, Maxwell Security Services Inc. ("Maxwell") shall post a guard at the former Desert Fashion Plaza site from 8:00 pm to 4:00 am daily. This service shall supercede the nightly random patrol of the site five times between the hours of dusk and dawn by vehicle, with a posted guard to remain on site and monitor activities on foot or bicycle during the specified hours. Posted guard shall conduct the same duties and assume the same responsibilities as those that are stipulated in the Agreement for Security Services. During the interim schedule for Security Services, the City shall compensate Maxwell for the posted guard in the amount of $4,380 per month, an increase of $1,380 over the contracted amount of $3,000 per month for the nightly random patrol services. PO Box 2743,Palm Springs CA 92263 Maxwell Security Services, Inc. March 5,2014 Page 2 Except as otherwise provided in this letter, all other terms and conditions of the agreement between the City of Palm Springs and Maxwell Security Services, Inc. are in full force and effect. The provisions of this letter shall terminate on June 30, 2014 or upon notification by the City at such time that the construction advances and the area can be better secured, whichever is ear�r.`J "� r Respectfully, CITY OF PALM SPRINGS APPROVED BY CITY MANAGER / David H. Ready, Es D. —�'�--�-� City Manager P563o -'� i ACKNOWLEDGED AND APPROVED: .t Fritz Maxwell, Maxwell Security S rvices, Inc. AMENDMENT NO. 7 TO CONTRACT SERVICES AGREEMENT FOR UN-ARMED SECURITY SERVICES (Agreement No. A5630) THIS SEVENTH AMENDMENT to the Contract Services Agreement No. A5630 for security services is made and entered into to be effective on the date that the City Manager executes this Agreement by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Maxwell Security Services, Inc. (hereinafter referred to as the Contractor) (collectively, the "Parties"). RECITALS A. City and Contractor entered into a Contact Services Agreement ("Agreement')for un-armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, made and entered into on February 1, 2008, amended on July 25, 2008 and which expired on January 31, 2009. B. City and Contractor entered into a new Contract Services Agreement for un-armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, made and entered into on February 4, 2009 in the amount of $34,800 per year. C. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. D. City and Contractor amended the Agreement to add un-armed uniformed security guard services for the Palm Springs Library and the Downtown Parking Structure, which commenced on July 1, 2009 (Amendment No. 1, as approved by City Council June 24, 2009), for the hourly rate of $18.00 and in the annual amount not to exceed $34,632 per year for the Library and $21,060 for the Parking Structure. E. City and Contractor amended the Agreement to add un-armed uniformed security guard services at the Skate Park, commencing on October 14, 2009 for the hourly rate of $18.00. Amendment No. 3, as approved by City Council July 7, 2010 amended the scheduled coverage to 28.5 hours per week for 39 weeks between September through May, and 24.5 hours perweek for the 13 weeks between June and August, in the aggregate annual amount not to exceed $25,740 per year. F. City and Contractor entered Amendment No. 4 to restate and clarify the total compensation and Schedule of Performance. G. City and Contractor amended the Agreement under Amendment No. 5 to add un- armed uniformed security guard services for the Desert Fashion Plaza surface parking lot and parking structure, which commenced on November 9, 2012, for the monthly rate of$3,000 and in the annual amount not to exceed $36,000 per year. 6/18/2013 1 H. City and Contractor entered Amendment No. 6 to clarify changes in service schedules, bus schedule and tasks for each service location. I. City and Contractor desire to amend the agreement(Amendment No. 7)to add un- armed uniformed security guard services for Downtown Sites, at a fixed hourly rate of $18.00 per hour. J. City and Contractor desire to extend the contract termination date to June 30, 2014. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Incorporate the contract to include unarmed uniformed security guard services for Downtown Historic Sites at a fixed hourly rate of $18.00 per hour. 2. Extend the contract termination date to June 30, 2014, the end of the City's fiscal year. Exhibit "A " "Scope of Services" Qualifications and all other characteristics of Exhibit "A" of the Agreement, entitled "Scope of Services" remain in place; however, the following section is added to reflect the current agreement as follows: Downtown Sites Provide unarmed uniformed security services in the downtown area at the direction of the City Manager or the City Manager's designee, including hours and days of security. Contractor shall provide an un-armed uniformed security officer, the vehicle, and communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities at the downtown sites. The Security Officer will patrol downtown sites both in the vehicle and on foot to inspect all parts of the premises for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. The Security Officer shall complete a Daily Activity Patrol Report ("Report") to be provided to the Contract Officer or his designee at the completion of the shift. The Security Officer will document and report on all instances that may be of interest to supervisors or the City's Contract Officer and report on safety hazards, malfunctioning equipment, vandalism and other such matters. The Security Officer shall complete a "Report" for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting 6/18/2013 2 violations or suspicious activities or whose conduct on the property may voluntarily or involuntarily warrant response from the Security Officer. The " Report" shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made. Exhibit "C" "Total Compensation" Amendment to Exhibit "C" of the Agreement, entitled "Schedule of Compensation": is hereby amended to read as follows: Total compensation for services provided hereunder is based on a fixed monthly patrol rate of $2,900 for the Train Station; $3,120 for the Library; $1,755 for the Downtown Parking Structure; $3,000 for the Desert Fashion Plaza; and $18.00 per hour for the Downtown Sites. For the remainder of the contract, February 1, 2014 through June 30, 2014, the total shall not exceed $78,445, as follows: Compensation Breakdown: a. Train Station =$2,900 per month at a fixed monthly rate, or$14,500 to the end of the contract based on schedule of performance outlined in Exhibit"D". b. Library = $3,120 per month at a fixed monthly rate, or$15,600 to the end of the contract based on schedule of performance outlined in Exhibit "D". c. Downtown Parking Structure = $1,755 per month, or$8,775 to the end of the contract based on schedule of performance outlined in Exhibit "D". d. Desert Fashion Plaza Garages =$3,000 per month at a fixed monthly rate, or $15,000 to the end of the contract based on schedule of performance outlined in Exhibit "D". e. Downtown Historic Sites = $18.00 per hour not to exceed $24,570 to the end of the contract. f. All additional time and services by Contractor beyond the scope described in the Agreement shall be billed at the rate of $18.00 per hour. 6l1&2013 3 IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above. "CITY" CITY OF PALM SPRINGS, ATTEST: a California charter city and municipal corporation Y� mes Thompson, City Clerk David H. Ready, CitylMaaag Date 1`l lU APPROVED AS TO FORM: APPROVED BY CITY COU CiL By:—44 � Its a\/-- mby Douglas H. Holland, City Attorney Prepared and Reviewed by: By: J n . Ra o Director of C mmun' Economic Development [SIGNATURES CONTINUED ON NEXT PAGE] 6/18/2013 4 "CONTRACTOR" MAXWELL SECURITY SERVICES, INC., a California corporation 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 Officer). By: By- Signature(notarized) V 47igp*e ( ed) Name: Name: Yr Title: Title: State of - State of - County of =ss County of =ss On before me, On fore me, personally appeared personally appeared personally known to me (or proved to me on the personally known to me (or ved to me on the basis of satisfactory evidence) to be the person(s) basis of satisfactory eviden ) to be the person(s) whose name(s) is/are subscribed to the within whose name(s) to me scribed to the within instrument and acknowledged to me that in/instrument. and ack owledged to me that he/she/they executed the same in his/her/their he execute the same in his/her/their authorized capacity(ies), and that by his/her/their aucapaci ies), and that by his/her/their signature(s)on the instrument the person(s),or the si on t instrument the person(s), or the entity upon behalf of which the person(s) acted, en b alf of which the person(s) acted, executed the instrument. ex instrument.WITNESS my hand and official seal. my hand and official seal. GAL[ FoR- u,ANotary Noy)o?-Ae, A7rAC-1+F) Signature: Signature: Notary Seal: Notary Seal: 611 a/2013 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of f� t s a } On�a�uan 3S,an;V before me, a' 6 nert Na bl t� fi ere Insme entlile 1 e OHfear ' fi personally appeared Narne(s)at Signer(s) �I who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are L( subscribed to the within instrument and acknowledged j to me that he/she/they- executed the same in his/hedtheir-authorized capacity(, and that by hisAieneM#teir signatures) on the instrument the B.0'CAMB person(a), or the entity upon behalf of which the , Co ry Public 1961163 person(s) acted, executed the instrument. Notary Public•Californiaml Rifilmide County Comm. ree0eet7.201S I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature:(c :� E) L "—G— Place Notary Seal Above Signature of Notary Public Lu OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document [4 and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: �k,P rj rw-,, 4 -1 Cv,�� r J Vie,^� cas /�� ay-vrrin ` Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name:T— Fr-:+z N, Signer's Name: .7"Corporate Officer—Title(s):Pr�s,d ❑Corporate Officer—Title(s): 53 ❑ Individual �Mw ❑Individual mammon k, ❑ Partner—❑Limited ❑General Top of theme here ❑ Partner—❑Limited ❑General Top 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: �i 0200a one 1-�c<cwcA��00-876.,w� ®2009 National Notary Association•Na[ionalNOlary.org•1-B00-US NOTARY(1-800-8]6-882J) Item a5907 AMENDMENT NO. 6 TO CONTRACT SERVICES AGREEMENT FOR UN-ARMED SECURITY SERVICES (Agreement No. A5630) THIS SIXTH AMENDMENT to the Contract Services Agreement No. A5630 for security services is made and entered into to be effective on the date that the City Manager executes this Agreement by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Maxwell Security Services, Inc. (hereinafter referred to as the Contractor) (collectively, the "Parties"). RECITALS A. City and Contractor entered into a Contact Services Agreement ("Agreement') for un-armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, made and entered into on February 1 , 2008, amended on July 25, 2008 and which expired on January 31 , 2009. B. City and Contractor entered into a new Contract Services Agreement for un-armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, made and entered into on February 4, 2009 in the amount of $34,800 per year. C. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. D. City and Contractor amended the Agreement to add un-armed uniformed security guard services for the Palm Springs Library and the Downtown Parking Structure, which commenced on July 1, 2009(Amendment No. 1, as approved by City Council June 24, 2009), for the hourly rate of $18.00 and in the annual amount not to exceed $34,632 per year for the Library and $21,060 for the Parking Structure. E. City and Contractor amended the Agreement to add un-armed uniformed security guard services at the Skate Park, commencing on October 14, 2009 for the hourly rate of $18.00. Amendment No. 3, as approved by City Council July 7, 2010 amended the scheduled coverage to 28.5 hours per week for 39 weeks between September through May, and 24.5 hours per week for the 13 weeks between June and August, in the aggregate annual amount not to exceed $25,740 per year. F. City and Contractor entered Amendment No. 4 to restate and clarify the total compensation and Schedule of Performance. G. City and Contractor amended the Agreement under Amendment No. 5 to add un- armed uniformed security guard services for the Desert Fashion Plaza surface parking lot and parking structure, which commenced on November 9, 2012, for the 6/18/2013 1 o�iclrvnl_ ":)li7 A1vD ()ic t,IGR EMENT monthly rate of $3,000 and in the annual amount not to exceed $36,000 per year. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Security services at the Skate Park have been terminated effective May 10, 2013, reducing the annual contract amount. 2. Effective July 1, 2013, the schedule at the Palm Springs Library shall increase from 37 hours to 40 hours perweek for the seven remaining months in the contract, with an increase in the flat monthly rate from $2,886 to $3,120. 3. The schedule of services at the Palm Springs Train Station is hereby amended to reflect the current daily bus schedule, with no resulting change in compensation. 4. Qualifications and other characteristics of Exhibit "A" of the Agreement, entitled "Scope of Services" remain in place; however, tasks for each location are amended to reflect the current agreement as follows: Exhibit "A" "Scope of Services" Train Station (including train and bus services) Contractor shall provide an un-armed uniformed security officer, the vehicle, communications equipment forthe officer, and all necessary supervision needed to patrol/monitor/report activities in the Palm Springs Train Station ("Facility") located at 6001 Palm Springs Station Road according to the post orders. Security coverage of train operations will be provided on Wednesday, Friday, and Sunday based on the scheduled arrival time of the train per Amtrak Dispatch. Security coverage begins one hour prior to the train's scheduled or anticipated actual arrival and ends 15 minutes after its departure from the Facility. Contractor understands that the term "actual train arrival" does not mean the same as "scheduled train arrival" and that scheduled train arrivals and departures frequently deviate from actual train arrivals. The Security Officer will patrol the Facility both in the vehicle and on foot to inspect all parts of the facilities for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. In addition, the Security Officer will be responsible for unlocking and locking the restrooms, checking on the well-being of passengers and assisting any passenger requiring assistance to the extent reasonable under the circumstances. 6/18/2013 2 The Security Officer shall complete a Daily Activity Patrol Report ("Report") to be provided to the Contract Officer or his designee at the completion of the shift. The Security Officer will document and report on all instances that may be of interest to supervisors or the City's Contract Officer and report on safety hazards, malfunctioning equipment and other such matters. The Security Officer shall unlock the restroom each and every morning at least 30 minutes prior to the first scheduled bus/train arrival or departure and left open from 9:00 a.m to 4:00 p.m. After 4:00 p.m., the restrooms shall be unlocked 15 to 30 minutes prior to the bus or train arrival and locked once the bus/train departs. The only time the restrooms shall remain locked is in the event that the Security Officer is called on an alarm and cannot be at the station or if access to the train station is closed due to wind/sand, flooding or other barriers. The restroom may also be temporarily locked if the bathroom is out of service. If it is observed that the restroom is out of service, due to a maintenance/cleaning issue, Security Officer shall contact the City's janitorial contractor to service the restroom and stock restroom supplies. If the restroom is out of service due a plumbing issue, Security Officer shall contact the Contract Officer and report the problem. If the plumbing problem is observed during a time that City Hall is closed (i.e., nights or weekends), the Security Officer shall contact the City's Facilities Maintenance Manager to arrange for plumbing repairs. In the event of a plumbing emergency, if the Facilities Maintenance Manager is not readily accessible, Security Guard shall contact the City's police dispatch. The Security Officer shall complete a "Report" for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting violations or suspicious activities or whose conduct on City property may voluntarily or involuntarily warrant response from the Security Officer. The" Report" shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made. Contractor shall provide ongoing security to monitor and report on activities related to Greyhound bus services at the train station. The daily bus schedule is contained in the Schedule of Performance, Exhibit "D". Contractor shall be on site at the train station during each scheduled and anticipated actual bus arrival/departure and ensure that bathrooms are unlocked and relocked. Contractor shall provide an un-armed uniformed security officer, the vehicle, communications equipment for the officer and all necessary supervision needed to patrol/monitor/report activities. Security coverage will be provided for each scheduled and actual bus arrival and departure at the Facility as provided. Contractor understands that the term "actual bus arrival"does not mean the same as"scheduled bus arrival" and that scheduled bus arrivals and departures frequently deviate from actual bus arrivals and 6/18/2013 3 departures. It is the Contractor's responsibility to contact Greyhound Dispatch to ascertain the dates and times of actual bus arrival. The Security Officer will maintain a Daily Activity Patrol Report("Report"), recording scheduled and actual arrival and departure dates and times, a count of passengers entering and exiting each bus, and all instances that may be of interest to supervisor's or the City's Contract Officer. The Security Officer shall complete a "Report" to be provided to the Contract Officer or his designee that includes all bus service incidences in the same manner as the train service. Library Contractor shall provide all services, supervision, uniforms, supplies, materials, equipment and transportation necessary to provide un-armed security guard services for the City of Palm Springs Library located at 300 South Sunrise Way. A Daily Activity Report ("Report") must be submitted on a standard "Report" form provided by the Contractor. The"Report" is to include detailed descriptions, (make, model, color and license number, for example), and time of encounter of suspicious vehicles or persons; descriptions of suspicious persons, including gender, and actions taken. Contractor shall provide copies of the "Report" on a weekly basis (either electronic or paper copy) to the Contract Officer. The following tasks will be performed: • continuously patrol the interior and exterior of the building; • monitor the public restrooms; • appropriately deal with aggressive, violent, mentally disturbed patrons until the police arrive; • be able to make a citizen's arrest; • be able to handle disruptive patrons of ALL ages, particularly teenagers firmly, quietly, and appropriately; • enforce the Library's code of conduct; and • assist with the closing and securing of the building at the end of the business day. During the patrol rounds the security officer will be on the lookout for any security breaches, maintenance problems, safety issues or fire hazards. Problems and/or unsafe conditions must be reported to the Contract Officer immediately and documented on the officer's own daily shift report. Officers shall be prepared to respond properly and effectively to potentially dangerous and uncontrolled situations in order to protect patrons, staff, vendors and other visitors from harm. Also, the security officer shall be prepared and ready to respond appropriately to any and all other emergency situations involving fires, thefts of library materials and/or property, thefts of public or private property, criminal trespass, sex crimes and/or sexual misconduct, vandalism, stalking, workplace violence, disorderly conduct, civil disturbances, panhandling, loud arguments, fights, and any physical 6/18/2013 4 and/or verbal confrontations occurring in or around the Library. Due to the unique architecture of the Library, access to the roof is relatively easy. Under no circumstance shall an officer go onto the roof of the Library at any time. Should an officer suspect that someone has entered the roof area, the officer shall immediately call the Palm Springs Police. The security officer is also responsible for enforcing the rules and regulations of the Library. The rules are identified in the section below entitled "Library Public Code of Conduct". LIBRARY PUBLIC CODE OF CONDUCT Approved by the Library Board of Trustees: Original policy:April 2001, Revised: September, 2005, April, 2011, September 2011, November 2011, April 2013 Welcome to the Palm Springs Public Library! The Board of Trustees of the Palm Springs Public Library, by adopting the following code, seeks to ensure that our library provides an atmosphere conducive to appropriate use of its services and facilities. The code is supported by related library policies and procedures. WE EXPECT OUR CUSTOMERS TO: 1. Attend to personal belongings. The Library is not responsible for personal belongings left in or on Library property. The Library reserves the right to confiscate any unattended items and hold them for 24 hours before disposing of them. 2. Use restrooms only for their intended purpose. Bathing orwashing of clothes is prohibited. 3. Wear shoes and shirts. Wearing clothing that willfully or lewdly exposes private body parts is prohibited. 4. Maintain bodily hygiene in a manner that does not constitute a nuisance to other persons. 5. Use covered containers when bringing beverages into the library and comply with posted 'No Food or Eating in the Library' policy (excluded are baby bottles, nursing mothers and food that is part of a Library sponsored event). 6. Use library furniture, equipment and materials for their intended function. 7. Accompany any child under age 12 by an adult over the age of 18. A parent or caregiver is responsible for the safety and well-being of their children on library property. 8. Follow established loan procedures or authorizations before taking Library property or materials from the building. 9. Cooperate with staff and allow belongings to be searched if asked by security or staff. 10. Use all library areas, including library parking areas, sidewalks and lawns, safely and lawfully. 6/18/2013 5 11 . Stay out of non-public areas. Adults over the age of19 should refrain from using the Teen Zone and must leave when asked. 12. Leave the library at the designated closing time. 13. Refrain from petitioning, soliciting, gambling, advertising or selling merchandise of any kind for any purpose in the building or within 20 feet of any entrance to the Library on sidewalks leading directly to the building (except as part of a library sanctioned event). 14. Use meeting room in accordance with the PSPL Meeting Room policy. THE FOLLOWING ACTIONS AND FORMS OF CONDUCT ARE NOT PERMITTED: 1. Engaging in any activity prohibited by law. 2. Being under the influence of alcohol or drugs or in possession of any intoxicating drug or alcoholic substance in the Library or on Library grounds. 3. Sleeping 4. Smoking anywhere in the building, inside the Library Courtyard Patio or within 20 feet of any entrance to the Library. 5. Spitting 6. Bringing into the Library more than two personal items described as bags/purses/backpacks, or any oversized item too large to fit under one study chair. 7. Urinating ordefecating anywhere on Library property, otherthan in public restroom facilities. 8. Parking bicycles, wagons or carts anywhere other than the designated bike rack area outside in front of the Library. 9. Utilizing any Library space, seating, tables or equipment for more than one hour without actively using Library resources and services. 10. Disruptive or unsafe behavior which interferes with the use of the library by others or with the staff's ability to function. 11. Using loud, threatening, sexual or any harassing language toward staff or other users. 12. Any sexual misconduct such as exposure or inappropriate touching. 13. Playing any audio equipment or device at a level which interferes with other customers' ability to use the Library. 14. Cell phones must have the ringers turned off and conversations must be held outside. 15. Verbal or physical fighting. 16. Stalking, following, staring or invading another person's physical space causing annoyance or harm. 17. Entering the Library with animals, birds or vehicles, except as required by persons with disabilities. 6/18/2013 6 18. Entering the Library with any firearm, knife or other weapon prohibited by any local, state, or federal law or regulation. 19. Use of skates or skateboards on Library property. 20. Damaging, destroying or stealing any customer's or employee's property. Downtown Parking Structure Contractor shall provide all services, supervision, uniforms, supplies, materials, equipment and transportation necessary to provide un-armed security guard services for the Downtown Parking Structure. The Parking Structure is located at the north-west corner of Baristo Road and Indian Canyon Drive. A Daily Activity Report ("Report") must be submitted on a standard "Report" form provided by the Contractor. The "Report" is to include detailed descriptions, (make, model, color and license number, for example), and time of encounter of suspicious vehicles or persons; descriptions of suspicious persons, including gender, and actions taken. Contractor shall provide copies of the "Report" on a weekly basis (either electronic or paper copy) to the Contract Officer. The following tasks shall be performed: • Continuously patrol the interior and exterior of the structure; • Monitor the public elevators; • Appropriately deal with aggressive, violent, and mentally disturbed patrons until the police arrive; • Be able to make a citizen's arrest; and • Be able to handle disruptive patrons of all ages, particularly teenagers, firmly and appropriately Desert Fashion Plaza Parking Garages Contractor shall provide an un-armed uniformed security officer, the vehicle, and communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities in the Desert Fashion Plaza surface parking lot and parking structures located at the northeast corner of Tahquitz Canyon Way and Museum Way. Security coverage will be provided seven days a week, 52 weeks per year and will consist of five patrol checks per day. The Security Officer will patrol the Parking lot and structures both in the vehicle and on foot to inspect all parts of the premises for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. The Security Officer shall cover the entire surface lot at the northwest corner of Tahquitz Canyon Way and Museum Way and all levels of the 6/18/2013 7 Parking Structure at Museum Way including the underground levels where open for public access up to the area that is used by the Hyatt for guest parking. The Security Officer shall complete a Daily Activity Patrol Report ("Report") to be provided to the Contract Officer or his designee at the completion of the shift. The Security Officer will document and report on all instances that may be of interest to supervisors or the City's Contract Officer and report on safety hazards, malfunctioning equipment, vandalism and other such matters. The Security Officer shall complete a "Report" for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting violations or suspicious activities or whose conduct on City property may voluntarily or involuntarily warrant response from the Security Officer. The " Report" shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made. 5. Exhibit "C" of the Agreement, entitled "Schedule of Compensation", is hereby amended to read as follows: Exhibit "C" "Total Compensation": Total compensation for services provided hereunder is based on a fixed monthly patrol rate of $2,900 for the Train Station; $3,120 for the Library effective July 1, 2013; $1,755 for the Downtown Parking Structure; and $3,000 for the Desert Fashion Plaza. For the current contract year, February 4, 2013 through February 3, 2014, the total shall not exceed $135,492, as follows: Compensation Breakdown: a. Train Station = $2,900 per month at a fixed monthly rate, or $34,800 per year based on schedule of performance outlined in Exhibit "D". b. Library=$2,886 per month for the five month period between February 1, 2013 through June 30, 2013 and $3,120 per month for the seven month period between July 1, 2013 and the end of the contract term, or$36,270 for the contract year. c. Downtown Parking Structure = $1,755 per month, or $21,060 per year based on schedule of performance outlined in Exhibit "D". d. Skate Park= Services at the skate park were terminated on May 10, 2013, thereby reducing the annual contract amount to $7,362 billed already in the current contract year. 6/18/2013 8 e. Desert Fashion Plaza Garages = $3,000 per month at a fixed monthly rate, or $36,000 per year. f. All additional time and services by Contractor beyond the scope described in the Agreement shall be billed at the rate of $18.00 per hour. 6. Exhibit "D" of the Agreement, entitled "Schedule of Performance" is hereby amended to read as follows: Exhibit "D" "Schedule of Performance": Train Station Services at the Palm Springs Train Station shall be provided in the mannerdescribed in Exhibit A of this Amendment No. 6, seven days per week unless otherwise noted as follows: Amtrak Train Operations Contractor shall provide ongoing un-armed security to monitor and report on activities related to Amtrak services at the train station. Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the Contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. For the purposes of this contract, security coverage begins one hour prior to the train's scheduled or actual anticipated arrival and ends 15 minutes after its departure from the Train Station. Contractor shall provide patrol services in conjunction with Amtrak's arrival schedule at the station. Bus Operations Contractor shall provide ongoing un-armed security to monitor and report on activities related to bus services at the train station. For the purposes of this Agreement, security coverage begins 15 minutes prior to the scheduled or actual anticipated bus arrival and ends 15 minutes after its departure from the Facility. The daily bus schedule, as of the date of this Amendment No. 6, is as follows unless otherwise specified. Schedules are seven days per week: 9:10 a.m. West Bound 11:30 a.m. East Bound 12:50 p.m. West Bound 3:30 p.m. East Bound 5:15 p.m. West Bound 9:55 p.m. East Bound City shall notify Contractor of any changes to the bus schedule, of which it has received 6/18/2013 9 notice from the operator. This Schedule shall be considered amended as to the bus schedule upon the City's notice of schedule change to Contractor. Library Effective July 1, 2013, services at the Palm Springs Library shall be provided in the manner described in Exhibit A of this Amendment No. 6, and shall be increased from 37 to 40 hours per week under the following schedule: Monday 10:15 am to 6:15 pm (7 hrs); Tuesday and Wednesday 11:15 am to 8:15 pm (8 hrs); Thursday 11:15 am to 6:15 pm (6 hrs); Friday 10:15 am to 5:15 pm (6 hrs); Saturday 11:15 am to 5:15 pm (5 hrs); Sunday (library closed-0 hrs). A one hour lunch break is allowed for in the daily schedule. Compensation shall be at $18.00/hour if additional hours are required at the request of the Contract Officer for extended library services or special events. Downtown Parking Structure Services at the Downtown Parking Structure shall be provided in the mannerdescribed in Exhibit A, of this Amendment No. 6, and shall be Thursday through Saturday 9:00 pm to 2:30 am (5.5 hrs per day). Compensation shall be at $18.00/hour if additional hours are required at the request of the Contract Officer for extended services at the Downtown Parking Structure or for special events. Skate Park Services at the Skate Park have ceased effective May 10, 2013. Desert Fashion Plaza Garages Services at the Desert Fashion Plaza surface parking lot and parking structure shall consist of five (5) patrol checks perday, seven days perweek, 52 weeks peryear in the manner described in Exhibit A of this Amendment No. 6. [SIGNATURES ON NEXT PAGE] 6/18/2013 10 IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above. ,,CITY„ CITY OF PALM SPRINGS, ATTEST: a California charter city and municipal corporation By: es Thompson, City Clerk David H. Ready, City I snag Date q--46- a0\-h APPROVED AS TO FORM: By: Douglas . Holland, City Attorney Prepared and Reviewed by: By: Jo n S. R m n , Director of Co m ity an conomic Development [SIGNATURES CONTINUED ON NEXT PAGE] 6/18/2013 11 "CONTRACTOR" MAXWELL SECURITY SERVICES, INC., a California corporation 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 Officer). By: By: S n t r (n ed) Signature (notarized) Name: ralr Name: Title: I lc f i ✓J c mot— Title: State of — State of — County of =_ss County of -ss On before me, On before me, personally appeared personally appeared personally known to me (or proved to me on the personally own to me (or proved to me on the basis of satisfactory evidence) to be the person(s) basis atisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within w se name(s) is/are subscribed to the within instrument and acknowledged to me tha instrument and acknowledged to me that he/she/they executed the same in his/her eir he/she/they executed the same in his/her/their authorized capacity(ies), and that by hi er/their authorized capacity(ies), and that by his/her/their signature(s)on the instrumentthe p on(s), or the signature(s)on the instrument the person(s), or the entity upon behalf of which th erson(s) acted, entity upon behalf of which the person(s) acted, executed the instrument. executed the instrument. WITNESS my hand�offic instrument- official seal. WITNESS my hand and official seal. LA Notary Notary Signa �i Signature: otary Seal: Notary Seal: 6/18/2013 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California // 1 County of �( ✓eit 5/G{C— li On Sro6z4 rSX13 before me, (!t4k4k;A !�1 • l-3P1 . /✓/�A.M Dd�,1L , Date l�—�r' y Here Insert Name and I alli of the Officer personally appeared I Y i Z t&44)e l l Names)of Signer(s) who proved to me on the basis of satisfactory evidence to be the personae) whose nameA)j9/1tre subscribed to the within instrument and acknowledged to me that os)fe/trey executed the sa e i hi f r/t*r authorized capacity(ii)Z), and that lb hi q�r/t*ir signatureQc) on the CYNTHIA A.BERARDI instrument the personas), or the entity upon behalf of Commission # 1879529 which the person( acted, executed the instrument. a -s Notary Public-California i Z Riverside County = I certify under PENALTY OF PERJURY under the laws My Comm.Expires Feb 18,2014 of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature— Place Notary Seal Above SiOlTatLia of Notary Pudic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document - L '^ // � � �1j '7 Title or Type of Document:A 77l L P4fACI 4jCf-LA6 65 /"A t`&4&4 l p/1` yyt' fK•te 5cw�, Sewilc5 J I Document Date: Number of Pages: 13 IYIGll�iGn�, "1`�lt•� P¢�9L 1 � Signer(s) Other Than Named Above: --—_--- Capacity(ies) Claimed by Signer(s) Signer's Naril—_ Signer's Name: C Individual _ C Individual ❑ Corporate Off icer—Title`(s}- L Corporate Off icer—Title(s): Partner—❑ Limited ❑ General ❑ Partner—❑ Limited C General _ ❑ Attorney in Fact ❑ Attorney in Fact ❑ Trustee Top of thumb here '-C�Trlystee Top of thumb here ❑ Guardian or Conservator ❑ Guardiansr Conservator ❑ Other: ❑ Other: ------ Signer Is Representing: Signer Is Representing: C2007 National Notary Association-9350 De Soto Ave,,PO.Bax2402•Chatrmotlq CA 91 31 3-2402-w NabonalNolaryorg Item R597 Reorder'.CNIToll-Free 1-800-8]6G82] AMENDMENT NO. 5 TO CONTRACT SERVICES AGREEMENT FOR UN-ARMED SECURITY SERVICES (Agreement No. A5630) THIS FIFTH AMENDMENT to the Contract Services Agreement No. A5630 for security services is made and entered into to be effective on the date that the City Manager executes this Agreement by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Maxwell Security Services, Inc. (hereinafter referred to as the Contractor) (collectively, the "Parties"). RECITALS A. City and Contractor previously entered into a contact services agreement for un- armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road which was made and entered into on February 1, 2008, amended on July 25, 2008 and expired on January 31, 2009. Said agreement and amendment is declared void. B. City and Contractor previously entered into a contract services agreement for un- armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, which was made and entered into on February 4, 2009 in the amount of$34,800 per year. C. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. D. City and Contractor previously amended the Agreement to add un-armed uniformed security guard services for the Palm Springs Library and the Downtown Parking Structure, which commenced on July 1, 2009 (Amendment No. 1, as approved by City Council June 24, 2009), for the hourly rate of$18 and in the annual amount not to exceed $34,632 per year at the Library and $21,060 at the Parking Structure. E. City and Contractor previously amended the Agreement to add un-armed uniformed security guard services at the Skate Park which commenced on October 14, 2009 for the hourly rate of $18. Most recent amendments (Amendment No. 3 , as approved by City Council July 7, 2010)to the scheduled coverage is for 28.5 hours per week for 39 weeks between September through May and 24.5 hours per week for 13 weeks for June through August in the annual amount not to exceed $25,740 per year. F. City and contractor previously amended the Agreement under Amendment No. 4 to restate and clarify the total compensation and schedule of performance. G. City and Contractor desire to amend the agreement(Amendment No. 5)to add un- 2/10/2012 1 ANDf!0R AG"EE 4As.ir`T armed uniformed security guard services for the Desert Fashion Plaza surface parking lot and parking structure, which commenced on November 9, 2012, forthe monthly rate of $3,000 and in the annual amount not to exceed $36,000 per year. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Exhibit"C"of the Agreement, entitled "Schedule of Compensation": is hereby amended to read as follows: "Total Compensation": Total compensation for services provided hereunder is based on a fixed monthly patrol rate for the Train Station of $2,900 and an hourly rate of $18.00 for unarmed security guard services at the Library, Parking Structure, Skate Park and Desert Fashion Plaza for a total not to exceed $152,232 per year, broken down as follows: Breakdown: Train Station = $2,900 per month, or $34,800 per year (fixed monthly rate) Library = $2,886 per month, or $34,632 per year (based on schedule of performance outlined in Exhibit "D" at hourly rate of$18) to be billed at a flat monthly rate of $2,886. Downtown Parking Structure=$1,755 per month, or$21,060 per year(based on schedule of performance outlined in Exhibit "D" at hourly rate of $18) to be billed at a flat monthly rate of $1,755. Skate Park= $25,740 per year($20,007 during "in season"over 39 weeks from September to May and $5,733 during "off-season" over 13 weeks from June through August Desert Fashion Plaza = $3,000 per month, or$36,000 per year (fixed monthly rate) 2. Amendment to Exhibit "Y of the Agreement, entitled "Schedule of Performance": Exhibit "D" of the Agreement, is hereby amended to read as follows: "Schedule of Performance": Services at the Palm Springs Train Station shall be provided seven days per week unless otherwise noted as follows: Amtrak Train Operations Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractors responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. Forthe purposes of this contract, security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. Contractor shall provide 2/10/2012 2 patrol services in conjunction with Amtrak's arrival schedule at the station. Bus Operations Contractor shall provide ongoing security to monitor and report on activities related to bus services at the train station. The daily bus schedule is as follows unless otherwise specified schedules are seven days per week: 9:50 a.m. West Bound 11:00 a.m. East Bound 3:00 p.m. West Bound 3:30 p.m. East Bound 5:45 p.m. West Bound 8:45 p.m. West Bound 9:00 P.M. East Bound 1:55 a.m. East Bound Services at the Palm Springs Library shall be Tuesday 11 am to 8 pm (9 hrs) and Wednesday through Saturday 11 am to 6 pm (7 hrs); closed Sunday and Monday. *Compensation will be at$18/hour if additional hours are required Services at the Downtown Parking Structure shall be Thursday through Saturday 9 pm to 2:30 am (5.5 hrs per day) *Compensation will be at$18/hour if additional hours are required Services at the Skate Park shall be Sunday through Thursday 4:30 pm to 8 pm (3.5 hrs) and 4:30 pm to 10 pm (5.5 hrs) Friday and Saturday or 28.5 hours per week for 39 weeks from September through May (in-season) and 6:30 pm to 10 pm daily or 24.5 hours per week for 13 weeks from June through August (off-season) *Compensation will be at$18/hour if additional hours are required Services at the Desert Fashion Plaza surface parking lot and parking structure shall consist of five (5) patrol checks per day, seven days per week, 52 weeks per year. (SIGNATURES ON NEXT PAGE] 2/10/2012 3 IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above. "CITY" CITY OF PALM SPRINGS, ATTEST: a California charter city and municipal corporation By, /� es Thompson, City Clerk David H. Ready, City ager Date APPROVED AS TO FORM: r,��;E1 ru J,rV �r,���rlL AP P �V 9 L... .. 1 i 1�FJ�J 61 i�-J Douglas H. Holland, City Attorney Prepared and Reviewed by: By: id hn S. on , Director of Co ity conomic Development [SIGNATURES CONTINUED ON NEXT PAGE] 2nono12 4 "CONTRACTOR" MAXWELL SECURITY SERVICES, INC., a California corporation 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 Officer). By: By: Signature (notarized) ta re r' Name: Name: �/i1l1LL Title: Title: State of — State of — County of =_ss County of sss On before me, On /before me, personally appeared personally appeared personally known to me (or proved to me on the personally known to me (or/proved to me on the basis of satisfactory evidence) to be the person(s) basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within whose name(s) is/are subscribed to the within instrument and acknowledged to me that instrument and acoowledged to me that he/she/they executed the same in his/her/their he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their authorized capaco(ies), and that by his/her/their signature(s)on the instrument the person(s),or the signature(s)on Ze instrument the person(s),or the entity upon behalf of which the person(s) acted, entity upon behalf of which the person(s) acted, executed the instrument. executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Notary Signature: Signature: Notary Seal: Notary Seal: 2/10/2012 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of .�V 2 c r1 Q I OnQ2f & `4Lr .I�r�a� before me, Oate Here Insert Name antl Title of the cer personally appeared rq r kz )N >ell Nam (s)of Signers} who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are-subscribed to the within instrument and acknowledged to me that he/sheAN*executed the same in hisAaerAh& authorized capacityroes), and that by hiS'hRF4hAif signature(s) on the instrument the person(s}, or the entity upon behalf of which the personal acted, executed the instrument. WEIL ltfi m I certify under PENALTY OF PERJURY under the laws % ►Mir clfaifr the State of California that the foregoing paragraph is wrMlGeN1 true and correct. WITNESS my hand and official seal. Signature ( 3 � Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:, S a r e0 ni E-�re v Document Date: �y /�. Number of Pages: 5 lus .ALL 3 Signer(s)Other Than Named Above: rkr n h - Capacity(ies) Claimed by Signer(s) Signers Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General _ _ _ ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact • ❑Attorney in Fact ❑ Trustee Top of thumb here ❑Trustee Top of thumb here ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: ©2007 National Notary Assxiabon•939JDe Sota Ave.,PO.aox 2402•Chattmorth,CA 91313-2402,w NationalNotaryorg Nem#5 7 Recall Call Tdl-Free 1- 876-6,l CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of .�V 2 c r1 Q I OnQ2f & `4Lr .I�r�a� before me, Oate Here Insert Name antl Title of the cer personally appeared rq r kz )N >ell Nam (s)of Signers} who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are-subscribed to the within instrument and acknowledged to me that he/sheAN*executed the same in hisAaerAh& authorized capacityroes), and that by hiS'hRF4hAif signature(s) on the instrument the person(s}, or the entity upon behalf of which the personal acted, executed the instrument. WEIL ltfi m I certify under PENALTY OF PERJURY under the laws % ►Mir clfaifr the State of California that the foregoing paragraph is wrMlGeN1 true and correct. WITNESS my hand and official seal. Signature ( 3 � Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:, S a r e0 ni E-�re v Document Date: �y /�. Number of Pages: 5 lus .ALL 3 Signer(s)Other Than Named Above: rkr n h - Capacity(ies) Claimed by Signer(s) Signers Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General _ _ _ ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact • ❑Attorney in Fact ❑ Trustee Top of thumb here ❑Trustee Top of thumb here ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: ©2007 National Notary Assxiabon•939JDe Sota Ave.,PO.aox 2402•Chattmorth,CA 91313-2402,w NationalNotaryorg Nem#5 7 Recall Call Tdl-Free 1- 876-6,l AMENDMENT NO. 4 TO CONTRACT SERVICES AGREEMENT FOR UN-ARMED SECURITY SERVICES (Agreement No. A5630) THIS FOURTH AMENDMENT to the Contract Services Agreement No. A5630 for security services is made and entered into to be effective on the date that the City Manager executes this Agreement by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City), and Maxwell Security Services, Inc. (hereinafter referred to as the Contractor) (collectively, the "Parties"). RECITALS A. City and Contractor previously entered into a contact services agreement for un- armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road which ,was, made and entered into on February 1, 2008, amended on July 25, 2008 and expired on January 31, 2009. Said agreement and amendment is declared void. , B. City and Contractor previously entered into a contract services agreement for un- armed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, which was; made and entered into on February 4, 2009 in the amount of$34,800 per year. C. Section 1.8 of the,Agreement prcvides;that the Agreement may be amended at any time with the mutual,written consent of,the Parties for Additional Services, D. City and Contractor previously amended the Agreement to add un-armed uniformed security guard services . for the Palm Springs Library and the Downtown Parking Structure, which commenced on July 1, 2009 (Amendment No. 1, as approved by City Council June,24, 2009), for the hourly rate of $18 and in the annual amount not to exceed $34,632 per year at the Library and $21,060 at the Parking Structure. E. City and. Contractor, previously amended the Agreement to add un-armed uniformed security guard services at the Skate Park which commenced on October 14, 2009 for the hourly, rate. of $18. Most recent amendments (Amendment No. 3 , as approved by,City Council July 7, 2010) to the scheduled coverage is for 28.5 hours per week. for 39 weeks between September through May and 24.5 hours per week for 13 weeks for June through August in the annual amount not to exceed $25,740 per year. F. City and Contractor desire to amend the agreement (Amendment No. 4) to restate and clarify the total compensation and schedule of performance. 2/10/2012 ORIG NAL BID ANWOR AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1 . Amendment to Exhibit "C of the Agreement, entitled "Schedule of Compensation": is hereby amended to read as follows: "Total Compensation": Total compensation for services provided at the Train Station, Library, Parking Structure, and Skate Park shall not exceed $116,232 per year. Breakdown: Train Station = $2,900 per month, or$34,800 per year (fixed monthly rate) Library = $2,886 per month, or $34,632 per year (based on schedule of performance outlined in Exhibit "D" at hourly rate of,$18)to be billed at a flat monthly rate of$2,886. Downtown Parking Structure = $1 ,755 per month, or $21,060 per year (based on schedule of performance outlined in Exhibit"D" at hourly rate of $18) to be billed at a flat monthly rate of $1,755. Skate Park = $25,740 per year ($20,007 during "in season" over 39 weeks from September to May and $5,733 during "off-season' over 13 weeks from June through August 2. Amendment to Exhibit"D" of the Agreement, entitled "Schedule of Performance": Exhibit "D" of the Agreement, is hereby amended to read as follows: "Schedule of Performance": Services at the Palm Springs Train Station shall be provided seven days per week unless otherwise noted as follows: Amtrak Train Operations Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. For the purposes of this contract, security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. Contractor shall provide patrol services in conjunction with Amtrak's arrival schedule at the station. Bus Operations 2/10/2012 2 Contractor shall provide ongoing security to monitor and report on activities related to bus services at the train station. The daily bus schedule is as follows unless otherwise specified schedules are seven days per week: 9:50 a.m. West Bound 11:00 a.m. East Bound 3:00 p.m. West Bound 3:30 p.m. East Bound 5:45 p.m. West Bound 8:45 p.m. West Bound 9:00 P.M. East Bound 1:55 a.m. East Bound Services at the Palm Springs Library shall be Tuesday 11 am to 8 pm (9 hrs) and Wednesday through Saturday 11 am to 6 pm (7 hrs); closed Sunday and Monday. *Compensation will be at$18/hour if additional hours are required Services at the Downtown Parking Structure shall be Thursday through Saturday 9 pm to 2:30 am (5.5 hrs per day) *Compensation will be at$18/hour if additional hours are required Services at the Skate Park shall be Sunday through Thursday 4:30 pm to 8 pm (3.5 hrs) and 4:30 pm to 10 pm (5.5 hrs) Friday and Saturday or 28.5 hours per week for 39 weeks from September through May (in-season) and 6:30 pm to 10 pm daily or 24.5 hours per week for 13 weeks from June through August (off-season) *Compensation will be at$18/hour if additional hours are required [SIGNATURES ON NEXT PAGE] 2110/2012 3 IN WITNESS WHEREOF, the Parties have executed and entered into this Amendment as of the date first written above. "CITY" CITY OF PALM SPRINGS, ATTEST: a California charter city and municipal corporation —• B . ames Thompson, City Clerk David David H. Ready, City Ma ger Date � • \q 0 APPROVED AS TO FORM: APPROVED BYCIIYMANAGER �Q 00 I LY rea,5e 0 Dougla H. Holland, City Attorney "CONTRACTOR" Prepared and Reviewed by: MAXWELL SECURITY SERVICES, INC. a Califon 'a Corporation By: Jo n S. ym no, Director of Community Date: 3 — I Z = 1 an Eco o evelopment aio.izoiz 4 State of California ) )ss. County of Riverside ) before me, u + et On - ` "-" Da � �� Name and Title of Officer Date Personally appeared UZ Names)of Signers) who proved to me on the basis of satisfactory evidence to be the person(-&) whose name(s) is/ace subscribed to the within instrument and acknowledged to me that he/may executed the same in hisihorAtkeit authorized capacity(ies), and that by his/i@c;il R signature(s) on the instrument the person(&) or the entity upon behalf of which the person(-&) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----A © r C� ,�.r- 6.ocMw9 WITNESS my hand and official seal ComiMW"s 1961163 Hoary Pubik•CNRaMS RlwniM county Ceram m on 17 15 211 0/2012 cj AMENDMENT NO. 3 TO CONTRACT SERVICES AGREEMENT FOR UNARMED SECURITY SERVICES (Agreement No. 5630) THIS THIRD AMENDMENT to the Contract Services Agree ent No. 5 30 for un-armed security services is made and entered into to be effective on thei_day of , 2010 by and between the City of Palm Springs, a California charter city and municipal c poration (hereinafter referred to as the "City"), and Maxwell Security Services, Inc. (hereinafter referred to as the "Contractor") (collectively, the"Parties"). RECITALS A. City and Contractor previously entered into a contract services agreement for un- armed uniformed security services at the Palm Springs Train Station located at 6001 Palm Springs Station Road, which was made and entered into on February 4, 2009 (the "Agreement") in the amount of$34,800 per year. B. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services, C. City and Contractor previously amended the Agreement to add un-armed uniformed security guard services for the Palm Springs Library and the Downtown Parking Structure, which commenced on July 1, 2009 (Amendment No. 1, as approved by City Council June 24, 2009), for the hourly rate of$18 and in the estimated annual amount of$33,696 per year at the Library and $21,060 at the Parking Structure (hours subject to change). D. City and Contractor previously agreed to temporarily add un-armed uniformed security guard services at the Skate Park, which commenced 'on October 14, 2009 (temporary change as allowed under City Manager authority limit),for three months at the hourly rate of$18 for a total of$8,235, and then increased coverage for an additional $6,647 effective November 24, 2009 (total increase $14,882). E. City and Contractor previously agreed to amend the agreement(Amendment No.2, as approved by City Council February 1, 2010) to extend the un-armed uniformed security guard services at the Skate Park for the period January 15, 2010 through June 30, 2010 at the hourly rate of$18 for 95 hours per week for 22 weeks in a total amount of$37,620 for the period(hours subject to change). F. City and Contractor desire to amend the agreement(Amendment No. 3)to extend the un-armed uniformed security guard services at the Skate Park again for the period commencing July 1, 2010 and apply the same Term and cancellation conditions as per Sections 3.4; 7.8 and "Exhibit D Schedule of Performance"(3 year term with 2 one year renewal options concurrent with the original agreement with a 30 day cancellation clause, as awarded by City Council February 1, 2009)to the Skate Park. Services at the Skate Park shall be provided at the same$18 per hour as the other facilities and are estimated at the annual amount of$25,344 per year(hours subject to change). NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 1.1 Exhibit "A" of the Agreement, entitled "Scope of Services": Exhibit"A"of the Agreement is hereby amended to delete the Scope of Services for the Skate Park as defined in Amendment No. 2 and replace with this revised Scope of Services for the Skate Park that shall include the following services and read as follows: Contractor shall provide all services, supervision, uniforms, supplies, materials, equipment and transportation necessary to provide unarmed security guard services for the City of Palm Springs Skate Park. This contract is for unarmed security guard services only. No firearms of any kind will be allowed. The City does not require, nor will it prohibit, guards carrying hand-cuffs, batons, mace or pepper spray. The City will not accept any liability associated with the use of such items by a contractor's employees. However, a contractor may wish to furnish their employees with such items for their own protection and therefore the contractor shall accept full responsibility for the proper training and licensing requirements of the State of California and all liability associated with the use of such items. The primary responsibility of the unarmed security guard service is to "observe and report" as defined by the State Bureau of Security and Investigative Services. Security guards are to call for Police assistance whenever the situation warrants. Qualifications of Assigned Security Officers: The contractor agrees to be responsible for and shall provide supervision of the security officers working under this contract. The contractor shall ascertain that all of its security officers meet and abide to the following requirements: • Security Officers must be of good integrity and character. • Security Officers must be high school graduates or equivalent. • Security Officers must not have a prior criminal record and successfully passed a criminal history background check through the California Department of Justice(DOJ). The City of Palm Springs Police Department may, at its sole discretion and at the Police Department's expense, run an additional background check through the Federal Bureau of Investigation (FBI). • Security Officers must successfully complete contractors and State of California's training requirements. • Security Officers must have a valid driver's license. • Security Officers must wear a neat and clean uniform with name tag or badge identifying the Officer at all times while on duty. • Security Officers must carry Nextel communications equipment supplied by the contractor at all times while on duty, allowing them to call the contractor's main dispatch center,the Palm Springs Police dispatch center, or 911 in case of an emergency at any time. Each security officer shall clearly understand his or her specific duties and the specific limitations of their roles as security officers. Security officers shall exercise good judgment at all times and present themselves in a professional manner. Security officers should have excellent interpersonal and verbal skills. The ability to speak and understand Spanish is preferable. Officers shall conduct themselves at all times in a manner that is openly helpful, courteous and welcoming towards all patrons, staff, vendors, and visitors. However, officers shall avoid inappropriate and/or excessive socializing with patrons, staff, vendors and other officers while on the premises. Officers shall not read any newspapers, magazines, or view any other type of non- security related materials while on duty. Officers shall be prohibited from the following activities while on duty: making personal phones calls, except while on break and off the premises, and use 2 of private or public computers for internet access. When dealing with problem behavior situations-including angry and verbally abusive patrons, the officers shall maintain and project a calm and courteous attitude.All officers should remember that the patron is always welcomed; however, problematic behavior is not welcomed. Daily Reports to be Provided for Each Facility: A"Daily Activity Report"must be submitted on a standard Daily Activity Report form provided by the contractor. The report is to include detailed descriptions, (make, model, color and license number, for example), and time of encounter of suspicious vehicles or persons; descriptions of suspicious persons, including gender, and actions taken. Contractor shall provide copies of the DAR on a weekly basis (either electronic or paper copy) to the Contract Officer identified for the facility. SERVICES FOR THE PALM SPRINGS SKATE PARK: The Skate Park is located at the Leisure Center at 401 South Pavilion Way. The hours that services are required at the Skate Park are as follows and shall be effective commencing on July 1, 2010. One(1)guard shall be on duty Monday thru Sunday(7 days)from 6:30pm to 10:00pm for a total of 24.5 man hours of security services per week for the period of June thru August ("off'season). One(1)guard shall be on duty Monday thru Thursday,and again on Sunday from 4:30pm to 8:00pm, and on Friday and Saturday from 4:30pm to 10:00pm,for a total of 28.5 man hours of security services per week for the period of September thru May ("in" season). The security officer is responsible for making sure each person entering the Skate Park is wearing their safety equipment (helmet, knee pads and elbow pads) while skating. The City provides shaded tables near the entrance of the Skate Park that may be used by the security officer. The security officer is also responsible for enforcing the rules and regulations of the Skate Park. The rules are identified in the sections below entitled "Palm Springs Skate Park Rules" and "Prohibited Conduct". PALM SPRINGS SKATE PARK RULES 1 Skateboarding and in-line skating are hazardous activities. Participants/users skate at their own risk and are to skate within their own abilities. 2 Only skateboards and in-line skates are allowed in the skate park. No bicycles, razors or motorized vehicles are permitted. 3 Shirts, pants or shorts, and shoes must be worn at all times while using the park. 4 A helmet with a chin strap, knee pads with plastic knee caps, and elbow pads with plastic elbow pads, all designed for skateboard and/or in-line skating, are required to be worn and secured at all times by participants using the park. Wrist guards are required to be worn by in-line skaters under the age of 14. 5 Failure to use the aforementioned and identified safety equipment will subject persons to expulsion from the park and potential citation. 6 Skating on areas outside the skate park(i.e., park entrance sidewalks, park curbs,parking lots, tables, benches, etc.) is prohibited. 3 7 Pieces of equipment, obstacles or apparatus are not allowed in the skate park or in areas adjacent to or near the skate park. 8 Participants may not enter onto or use an individual amenity or skate feature in the skate park while another skater/person is using it. Participants are expected to treat all other participants with respect and courtesy. 9 No graffiti or tagging, stickers, etc., of City property is/are allowed. 10 Trash is to be disposed of in proper trash receptacles. 11 Participants may not be under the influence of alcoholic beverages or illegal drugs.While in the skate park, participants may not use, consume, or have within their custody or control: food, alcoholic and non-alcoholic beverages, tobacco products, illegal drugs or glass bottles. 12 Spectators must remain outside the skating area and are not permitted inside the skating area. 13 Inappropriate behavior or disregard for the above rules will result in expulsion from the skate park and denied future access to the skate park. • The City of Palm Springs has the sole and exclusive discretion to close the skate park facility due to inclement weather, wet pavement, or any unsafe condition(s) at any time. 1 understand that if I or the participant vandalizes and/or destroys City property, fees will be assessed for which the participant will be billed and further admission to the skate. park will be denied. 1. PROHIBITED CONDUCT Within the limits of any city public park or recreation area, or in any city owned fountain, or in any fountain located in a public place in the city, no person shall: (1) Hitch, fasten, lead, drive or let loose any animal or fowl of any kind, provided that this shall not apply to a dog when led by a cord or chain, not more than'six feet long; (2)Ride or drive any horse or other animal, or propel any vehicle, cycle or automobile,except at a place especially designated and provided for such purpose; (3)Carry or discharge any firearm, airgun, slingshot or other device designed or intended to discharge, or capable of discharging any dangerous missile, provided that this subsection shall not apply to any peace officer or other person lawfully licensed to carry a concealed weapon or who regularly carries a weapon in connection with private employment protecting property or persons (e.g., private patrol services and bodyguards); (4)Carry or discharge any firecracker, rocket, torpedo or any other fireworks, provided that this subsection shall not be deemed to prohibit the possession or use of safe and sane fireworks not otherwise prohibited by law,at places designated or provided for such purpose; (5) Cut, break, injure, deface, or disturb any tree, shrub, plant, rock, building, cage, pen, monument,fence, bench or other structure, apparatus or property; or pluck,pull up,cut,take or remove any shrub, bush, plant or flower; or mark or write upon, paint or deface in any 4 manner, any building, monument, fence, bench or other structure; (6) Cut or remove any wood, turf, grass, soil, rock, sand, gravel, or fertilizer; (7) Swim, bathe, wade in, conduct personal hygiene (such as washing hair or body with or without soap, shampoo or similar personal hygiene products;shaving with or without shaving cream or similar personal hygiene products;oral care including using mouthwash or brushing teeth with or without toothpaste or similar personal hygiene products; cleaning any injury, wound, lesion, gash or abrasion in any manner with or without medical products, cleaning products or similar personal hygiene products; using any medical or other personal hygiene product to rid the body of lice or any disease, infection or growth), or pollute the water of any fountain pond, lake or stream,except at a place especially designated and provided for such purpose; (8) Make or kindle a fire except in a picnic stove, brazier, fire pit, or other appropriate device provided or approved for that purpose by the public authorities; (9) Camp or lodge therein at any time, or otherwise remain overnight, whether or not in a structure permanently affixed to the ground, except at a place especially designated and provided for such purpose (including, if overnight camping is involved, the place shall have been cleared for such use by the chief of police pursuant to Chapter 11.40); (10)Cook, prepare, serve or eat any meal, barbecue or picnic except at the places provided therefor; (11)Wash dishes, clothing, or garments or empty salt water or other waste liquids elsewhere than in facilities provided for such purposes; (12) Leave garbage, cans, bottles, papers or other refuse elsewhere than in receptacles provided therefor; (13) Play or engage in model airplane flying, driving of golf balls, archery, baseball, softball, football, soccer, volleyball or any similar games of a hazardous nature except at such places as shall be especially set apart for such purposes; (14) Play or bet at or against any game which is played, conducted, dealt or carried on with cards, dice, or other device, for money, chips, shells, credit or any other representative of value, or maintain or exhibit any gambling table or other instrument of gambling or gaming; (15) Indulge in riotous, offensive, threatening, or indecent conduct, or abusive, threatening, profane, or indecent language; (16) Disturb in any unreasonable manner any picnic, meeting, service, concert, exercise or exhibition; (17)Distribute any commercial handbill(as defined in Section 5.20.020)without a prior permit so to do from the city manager,which permit shall be issued only after due processing of an application pursuant to Chapter 5.20, and then only if the city manager determines that it would be affirmatively in the public interest to allow upon public property the commercial activity involved; (18)Post, place, erect,or leave posted, placed or erected, any commercial or noncommercial bill, handbill, circular, notice, paper, or advertising device or matter of any kind, in or upon 5 any building, structure, pole, wire, or other architectural or natural feature of whatever character, except upon a bulletin board or such place especially designated and provided for such purposes, unless prior approval so to do has been obtained from the city manager, which approval shall be given only if the city manager determines that it would be affirmatively in the public interest to allow the use of public property for such purposes,or that constitutional principles require that the same be allowed; (19)Sell or offer for sale any merchandise, article or thing whatsoever, or practice,carry on, conduct,or solicit for, any trade, occupation, business or profession, unless such activity has been expressly allowed pursuant to specific provisions to such effect contained in either: a permit issued pursuant to Section 11.44.040; a permit issued pursuant to Chapter 5.36; a permit issued pursuant to Chapter 5.48;a concession agreement or franchise or the like duly entered into or granted by the city council; (20) Remain, stay or loiter therein between the hours of ten p.m. and dawn of the following day, except while attending a gathering or meeting for which a permit has been issued or which is being sponsored or conducted by the city department of community services. This subsection shall not apply to persons lawfully lodging, camping or otherwise remaining Overnight at a place especially designated and provided for such purposes (including, if overnight camping is involved,the place shall have been cleared for such use by the chief of- police pursuant to Chapter 11.40); (21) Use any restroom,washroom or dressing facility designated for the opposite sex,except that this subsection shall not apply to children six years of age or younger who are accompanied by an adult or other older person; (22) Row, sail or operate any boat, craft or other device, on or in any pond, lake, stream or water except at such place as is especially designated and provided for use of such boat, craft or device; (23) Hunt, frighten, chase, set snare for, catch, injure or destroy any animal or bird, or destroy, remove or disturb any of the young or eggs of same, or injure or maltreat any domestic or other animal; (24) Fish with hook and line, seine, trap, spear or net, or by any other means, in any pond, lake, stream or water, except at a place especially designated and provided for such purpose. (25) Alcohol Prohibited in City Parks. The possession and/or consumption of alcoholic beverages within city parks is prohibited except when a permit is issued pursuant to subsection (26) of this section; (26) Permit for Alcohol in City Parks. (A) A permit may be issued by the city manager or the city manager's written designee to allow the possession and/or consumption of alcohol in city parks. A permit may be issued only in conjunction with a contracted rental of a city park pursuant to the terms of Section 11.44.040 of this chapter. Notwithstanding any provision of this chapter,the city shall not be required to obtain such a permit for the consumption of alcohol at any organized group activity which has been planned, sponsored and approved by the city. (B) The city manager or the city manager's written designee may refuse to issue any such permit if the consumption of alcohol in the city park is reasonably anticipated to incite 6 violence,crime or disorderly conduct,or would otherwise be detrimental to the public interest. (C) The city manager or the city manager's written designee may attach conditions to any such permit which are deemed necessary or appropriate to ensure that the consumption of alcohol will be carried on in conformance with applicable laws, rules and regulations, in a manner consistent with proper park and recreation area uses and in a manner not detrimental to the public interest. (D) Any permit granted pursuant to the provisions of this section shall specify the time and place in which the alcohol may be consumed, and shall designate the name of the person, society, association, or organization to whom the permit is granted. (Ord. 1645 § 1, 2004: Ord. 1399 § 1, 1991; Ord. 959 § 1 (part), 1974) 2. Amendment to Section 2.1 of the Agreement, entitled "Contract Sum.": Section 2.1 of the Agreement is hereby amended in its entirety to read as follows: "Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after: (1) completion of the services to be conducted under this Agreement;(2)the City's acceptance that the scope of services described in Exhibit"A"was properly and satisfactorily performed, and (3) the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above,the total payments to be paid for the services to be provided under this Agreement(collectively, "Contract Sum")shall not exceed a total of$114,900 per year for services rendered at the Train Station, Library, Parking Structure and Skate Park. Any invoice of services rendered to the City is to contain a complete and accurate description of all work to be charged pursuant to the invoice." 3. Amendment to Exhibit "C" of the A reement entitled "Schedule of Com ensation": Exhibit"C"of the Agreement, concerning total compensation,is hereby amended to read as follows: "Total Compensation: Total compensation for services provided hereunder is based on an a fixed monthly patrol rate.for the Train Station and an hourly rate for unarmed security guard services at the Library, Parking Structure, and Skate Park(hours subject to change) for an estimated.total of$114,900 broken down as follows. Breakdown: Train Station = $2900 per month, or$34,800 per year(fixed rate) Library = $2,808 per month, or$33,696 per year(hourly rate $18) Parking Structure = $1,755 per month, or$21,060 per year(hourly rate $18) Skate Park=$1,911 per month for June thru August(off season)and$2,179 per month for September thru May (in season), or at total of$25,344 per year(hourly rate of$18). GRAND TOTAL = $114,900 PER YEAR 4. Amendment to Exhibit"D"of the Agreement.entitled"Schedule of Performance": Exhibit D" of the Agreement is hereby amended to include the following additional provisions: "Schedule of Performance": Service at the Skate Park shall commence on July 1, 2010. One(1)guard shall be on duty Monday thru Sunday(7 days)from 6:30pm to 10:00pm for a 7 total of 24.5 man hours of security services per week for the period of June thru August ("off season). One(1)guard shall be on duty Monday thru Thursday,and again on Sunday from 4:30pm to 8:OOpm, and on Friday and Saturday from 4:30pm to 10:00pm,for a total of 28.5 man hours of security services per week for the period of September thru May ("in" season). 5. 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. 6. 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] 8 IN WITNESS WHEREOF,the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA. City Clerk City Manager Date: 1 b'�� _ Date: APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: By C�`, �� Date: Agreement No. . City Attor y Date: -7 APPROVED BY CITY COUNCIL -' o Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. CONTRACTOR NAME: l /tea Check one_Individual_Partnership_Corporation Address 6 By By S' ure Nota ' ed) Signature(Notarized) 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On before me, ( , r!aAc k Ipre 41. Nauss IW4 Till a me CXRW personally appeared_. .�, _._— c ���t --• —..._. Mince)c1 sklnagzs who proved to me on the basis of satisfactory evidence to be the person(s)whose name(4 is/am-subscrged to the within instrument and acknowledged to me that he/executed the same in hisJt%wAheir authorized capacity(4s, and that by his/twr##eir-signtttur"eW on the B.O'CAMB instrument the per a(a), or the entity upon behalf of Commission# 1785636 which the porsor(s)acted,mcuted the instrurneriL a Notary Public-California Riverside County I certify under PENALTY OF PERJURY under the laws My Comm.Ex Tres Dec 17,2011 of the State of California that the foregoing paragraph Is true and correct. WITNESS my ha nd official seal. f Signature....... .... PIWO xwwy I Aww • W r�AktAay Ajaa'Re OPTIOM Though the ir7form6on ber w is not roqukaai by Paw,it nmoy py ove mivabb to persC;o ru(voig on the dwaaw at end could prevent ha3crduient remevei and reatteachrnent of tiliN frx 1a to 000thw d.?sas'r<erat. Description of Attached Document Title or Typo tat Domirent:, Document Date:. _ .. _.........................__ Dumber of Pages: _.... Signer(s)Other Than flamed Ate: _._._.,.... � _ .._.... . . _.__ Capaoity(ies)Claimed by Signer(s) Signer's Name-_,....................... ........... Signer's --...._.__...._....................... 7 Individual Individual F1 Corporate Officer—Title(s). Corporate Officer—Tale(s). ................_ ...,.„. l Partner—U Limited U General G Partner-•-L Limited Li General Lj Attorney in Fact • t 0 Attorney in Fact WRIEW "t'USt Fop r'"hrar.l hog" � rop cat oral,%rwo t.".i Trus ee 1 Guardian or Conservator Guardian or Conservator J C3thpr:-m 00ther: i ................. _ f Signer Is Representing: _ l Sinner Is Representing a�rzetitc' . OX07 kkg1 viNolRry Amckmo,M-to N So"Am.M-RM 24Q-Oalmwmt,CA gill-;902• [WicRW rlawdw:Cotl WAIACr tAAlf>-p7P,•p;R^c7' 10 AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT FOR UNARMED SECURITY SERVICES (Agreement No. 5630) THIS SECOND AMENDMENT to the Contract Services Agreement No. 5630 for un-armed security services is made and entered into to be effective on the hL�day of �9 2010 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and Maxwell Security Services, Inc. (hereinafter referred to as the "Contractor") (collectively, the "Parties"). RECITALS A. City and Contractor previously entered into a contract services agreement for un- armed uniformed security services at the Palm Springs Train Station located at 6001 Palm Springs Station Road, which was made and entered into on February 4, 2009 (the "Agreement') in the amount of$34,800 per year. B. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services- C. City and Contractor previously amended the Agreement to add un-armed uniformed security guard services for the Palm Springs Library and the Downtown Parking Structure, which commenced on July 1, 2009 (Amendment No. 1, as approved by City Council June 24, 2009), for the hourly rate of$18 and in the estimated annual amount of$33,696 per year at the Library and $21,060 at the Parking Structure (hours subject to change). D. City and Contractor previously agreed to temporarily add un-armed uniformed security guard services at the Skate Park, which commenced on October 14, 2009 (temporary change as allowed under City Manager authority limit),for three months at the hourly rate of$18 for a total of $8,235, and then increased coverage for an additional $6,647 effective November 24, 2009 (total increase $14,882). E. City and Contractor desire to amend the agreement(Amendment No.2)to extend the un-armed uniformed security guard services at the Skate Park for the period January 15, 2010 through June 20, 2010 at the hourly rate of$18 for 95 hours per week for 22 weeks in a total amount of$37,620. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 1.1, Exhibit "A" of the Agreement, entitled "Scope of Services": Exhibit"A" of the Agreement is hereby amended to include the following additional services,which shall read as follows: SCOPE OF WORK: Contractor shall provide all services,supervision, uniforms,supplies, materials, equipment and transportation necessary to provide unarmed security guard services for the City of Palm Springs Skate Park. 1 This contract is for unarmed security guard services only. No firearms of any kind will be allowed. The City does not require, nor will it prohibit, guards carrying hand-cuffs, batons, mace or pepper spray. The City will not accept any liability associated with the use of such items by a contractor's employees. However, a contractor may wish to furnish their employees with such items for their own protection and therefore the contractor shall accept full responsibility for the proper training and licensing requirements of the State of California and all liability associated with the use of such items. The primary responsibility of the unarmed security guard service is to "observe and report" as defined by the State Bureau of Security and Investigative Services. Security guards are to call for Police assistance whenever the situation warrants. Qualifications of Assigned Security Officers: The contractor agrees to be responsible for and shall provide supervision of the security officers working under this contract. The contractor shall ascertain that all of its security officers meet and abide to the following requirements.- Security Officers must be of good integrity and character. • Security Officers must be high school graduates or equivalent. • Security Officers must not have a prior criminal record and successfully passed a criminal history background check through the California Department of Justice(DOJ). The City of Palm Springs Police Department may, at its sole discretion and at the Police Department's expense, run an additional background check through the Federal Bureau of Investigation (FBI). • Security Officers must successfully complete contractors and State of California's training requirements. • Security Officers must have a valid driver's license. • Security Officers must wear a neat and clean uniform with name tag or badge identifying the Officer at all times while on duty. • Security Officers must carry Nextel communications equipment supplied bythe contractorat all times while on duty, allowing them to call the contractor's main dispatch center,the Palm Springs Police dispatch center, or 911 in case of an emergency at any time. Each security officer shall dearly understand his or her specific duties and the specific limitations of their roles as security officers. Security officers shall exercise good judgment at all times and present themselves in a professional manner. Security officers should have excellent interpersonal and verbal skills. The ability to speak and understand Spanish is preferable. Officers shall conduct themselves at all times in a manner that is openly helpful, courteous and welcoming towards all patrons, staff, vendors, and visitors. However, officers shall avoid inappropriate and/or excessive socializing with patrons,staff,vendors and other officers while on the premises. Officers shall not read any newspapers, magazines,orview anyothertype of non-security related materials while on duty. Officers shall be prohibited from the following activities while on duty: making personal phones calls, except while on break and off the premises,and use of private or public computers for internet access. When dealing with problem behavior situations-including angry and verbally abusive patrons, the officers shall maintain and project a calm and courteous attitude. All officers should remember that the patron is always welcomed; however, problematic behavior is not welcomed. Daily Reports to be Provided for Each Facility: A"Daily Activity Report" must be submitted on a standard Daily Activity Report form provided by the contractor. The report is to include detailed descriptions, (make, model, color and license number, for example), and time of encounter of suspicious vehicles or persons; descriptions of suspicious persons, including gender, and actions 2 taken. Contractor shall provide copies of the DAR on a weekly basis (either electronic or paper copy)to the Contract Officer identified for the facility. SERVICES FOR THE PALM SPRINGS SKATE PARK: The Skate Park is located at the Leisure Center at 401 South Pavilion Way. The hours that services are required at the Skate Park are as follows: Monday through Friday: 2:30 PM to 8:00 PM (2 guards, 11 hours per day) Saturday and Sunday: 10:00 AM to 8:00 PM (2 guards, 20 hours per day) Total = 2 guards on duty, 95 man hours per week The security officer is responsible for making sure each person entering the Skate Park has checked in at the office, has received a wrist band and is wearing their safety equipment(helmet, knee pads and elbow pads)while skating. The City provides shaded tables near the entrance of the Skate Park that may be used by the security officer. The security officer is also responsible for enforcing the rules and regulations of the Skate Park. The rules are identified in the sections below entitled "Palm Springs Skate Park Rules" and "Prohibited Conduct". PALM SPRINGS SKATE PARK RULES 1 Resident membership cardholders must turn in their cards upon entrance to the skate park. These cards will be returned to the cardholders upon exiting the skate park. 2 Resident membership cardholders must sign a City of Palm Springs Emergency Card/Waiver and Release Form annually when purchasing the membership. All nonresidents and daily users must sign a City of Palm Springs Emergency CardAlVaiverand Release Form prior to entering the skate park for the first time. 3 Skateboarding and in-line skating are hazardous activities. Participants/users skate at their own risk and are to skate within their own abilities. 4 Only skateboards and in-line skates are allowed in the skate park. No bicycles, razors or motorized vehicles are permitted. 5 All skate park users must have this properly-completed City form on file with the City to skate in the park. 6 Shirts, pants or shorts, and shoes must be worn at all times while using the park. 7 A helmet with a chin strap, knee pads with plastic knee caps, and elbow pads with plastic elbow pads, all designed for skateboard and/or in-line skating, are required to be worn and secured at all times by participants using the park. Wrist guards are required to be worn by in-line skaters under the age of 14. 8 Failure to use the aforementioned and identified safety equipment will subject persons to expulsion from the park and potential citation. 9 Skating on areas outside the skate park(i.e., park entrance sidewalks, park curbs, parking lots, tables, benches, etc.) is prohibited. 10 Pieces of equipment, obstacles or apparatus are not allowed in the skate park or in areas adjacent to or near the skate park. 3 11 Participants may not enter onto or use an individual amenity or skate feature in the skate park while another skater/person is using it. Participants are expected to treat all other participants with respect and courtesy. 12 No graffiti or tagging, stickers, etc., of City property is/are allowed. 13 Trash is to be disposed of in proper trash receptacles. 14 Participants may not be under the influence of alcoholic beverages or illegal drugs.While in the skate park, participants may not use, consume, or have within their custody or control: food,alcoholic and non-alcoholic beverages,tobacco products,illegal drugs or glass bottles. 15 Spectators must remain outside the skating area and are not permitted inside the skating area. 16 Inappropriate behavior or disregard for the above rules will result in expulsion from the skate park and denied future access to the skate park.Your membership card may be confiscated if you are a yearly membership cardholder. The City of Palm Springs has the sole and exclusive discretion to close the skate park facility due to inclement weather, wet pavement, or any unsafe condition(s) at any time. • I understand that if I or the participant vandalizes and/or destroys City property, fees will be assessed for which the participant will be billed and further admission to the skate park will be denied. "Participants are required to sign a form agreeing to comply with the above rules prior to entering the Skate Park. 1. PROHIBITED CONDUCT Within the limits of any city public park or recreation area, or in any city owned fountain, or in any fountain located in a public place in the city, no person shall- (1) Hitch,fasten, lead, drive or let loose any animal or fowl of any kind, provided that this shall not apply to a dog when led by a cord or chain, not more than six feet long; (2)Ride or drive any horse or other animal, or propel any vehicle, cycle or automobile, except at a place especially designated and provided for such purpose; (3) Carry or discharge any firearm, airgun, slingshot or other device designed or intended to discharge, or capable of discharging any dangerous missile, provided that this subsection shall not apply to any peace officer or other person lawfully licensed to carry a concealed weapon or who regularly carries a weapon in connection with private employment protecting property or persons (e.g., private patrol services and bodyguards); (4) Carry or discharge any firecracker, rocket, torpedo or any other fireworks, provided that this subsection shall not be deemed to prohibit the possession or use of safe and sane fireworks not otherwise prohibited by law,at places designated or provided for such purpose; (5) Cut, break, injure, deface, or disturb any tree, shrub, plant, rock, building, cage, pen, monument,fence, bench or other structure,apparatus or property;or pluck, pull up, cut,take or remove any shrub, bush, plant or flower; or mark or write upon, paint or deface in any manner, any building, monument, fence, bench or other structure; 4 (6) Cut or remove any wood, turf, grass, soil, rock, sand, gravel, or fertilizer; (7) Swim, bathe, wade in, conduct personal hygiene (such as washing hair or body with or without soap, shampoo or similar personal hygiene products; shaving with or without shaving cream orsimilar personal hygiene products; oral care including using mouthwash or brushing teeth with or without toothpaste or similar personal hygiene products; cleaning any injury, wound, lesion, gash or abrasion in any manner with or without medical products, cleaning products or similar personal hygiene products; using any medical or other personal hygiene product to rid the body of lice or any disease, infection or growth), or pollute the water of any fountain pond, lake or stream, except at a place especially designated and provided for such purpose; (8) Make or kindle a fire except in a picnic stove, brazier, fire pit, or other appropriate device provided or approved for that purpose by the public authorities; (9) Camp or lodge therein at any time, or otherwise remain overnight, whether or not in a structure permanently affixed to the ground, except at a place especially designated and provided for such purpose (including, if overnight camping is involved, the place shall have been cleared for such use by the chief of police pursuant to Chapter 11.40); (10) Cook, prepare, serve or eat any meal, barbecue or picnic except at the places provided therefor; (11)Wash dishes, clothing, or garments or empty salt water or otherwaste liquids elsewhere than in facilities provided for such purposes; (12) Leave garbage, cans, bottles, papers or other refuse elsewhere than in receptacles provided therefor; (13) Play or engage in model airplane flying, driving of golf balls, archery, baseball, softball, football, soccer, volleyball or any similar games of a hazardous nature except at such places as shall be especially set apart for such purposes; (14) Play or bet at or against any game which is played, conducted, dealt or carried on with cards, dice, or other device, for money, chips, shells, credit or any other representative of value, or maintain or exhibit any gambling table or other instrument of gambling or gaming; (15) Indulge in riotous, offensive, threatening, or indecent conduct, or abusive, threatening, profane, or indecent language; (16) Disturb in any unreasonable manner any picnic, meeting, service, concert, exercise or exhibition; (17)Distribute any commercial handbill(as defined in Section 5.20.020)without a prior permit so to do from the city manager, which permit shall be issued only after due processing of an application pursuant to Chapter 5.20, and then only if the city manager determines that it would be affirmatively in the public interest to allow upon public property the commercial activity involved; (18)Post, place, erect, or leave posted, placed or erected,any commercial or noncommercial bill, handbill, circular, notice, paper, oradvertising device or matter of any kind,in or upon any building, structure, pole, wire, or other architectural or natural feature of whatever character, except upon a bulletin board or such place especially designated and provided for such purposes, unless prior approval so to do has been obtained from the city manager, which 5 approval shall be given only if the city manager determines that it would be affirmatively in the public interest to allow the use of public property for such purposes, or that constitutional principles require that the same be allowed; (19)Sell or offer for sale any merchandise, article or thing whatsoever, or practice, carry on, conduct, or solicitfor, anytrade,occupation, business or profession, unless such activity has been expressly allowed pursuant to specific provisions to such effect contained in either: a permit issued pursuant to Section 11.44.040; a permit issued pursuant to Chapter 5.36; a permit issued pursuant to Chapter 5.48; a concession agreement orfranchise orthe like duly entered Into or granted by the city council; (20) Remain, stay or loiter therein between the hours of ten p.m. and dawn of the following day, except while attending a gathering or meeting for which a permit has been issued or which is being sponsored or conducted by the city department of community services. This subsection shall not apply to persons lawfully lodging, camping or otherwise remaining overnight at a place especially designated and provided for such purposes (including, if overnight camping is involved, the place shall have been cleared for such use by the chief of police pursuant to Chapter 11.40); (21)Use any restroom,washroom or dressing facility designated for the opposite sex,except that this subsection shall not apply to children six years of age or younger who are accompanied by an adult or other older person; (22) Row, sail or operate any boat, craft or other device, on or in any pond, lake, stream or water except at such place as is especially designated and provided for use of such boat, craft or device; (23)Hunt,frighten, chase,set snare for, catch, injure or destroy any animal or bird,or destroy, remove or disturb any of the young or eggs of some, or injure or maltreat any domestic or other animal; (24) Fish with hook and line, seine, trap, spear or net, or by any other means, in any pond, lake, stream or water,except at a place especially designated and provided for such purpose. (25) Alcohol Prohibited in City Parks. The possession and/or consumption of alcoholic beverages within city parks is prohibited except when a permit is issued pursuant to subsection (26) of this section; (26) Permit for Alcohol in City Parks. (A) A permit may be issued by the city manager or the city manager's written designee to allow the possession and/or consumption of alcohol in city parks.A permit may be issued only in conjunction with a contracted rental of a city park pursuant to the terms of Section 11.44.040 of this chapter. Notwithstanding any provision of this chapter, the city shall not be required to obtain such a permit for the consumption of alcohol at any organized group activity which has been planned, sponsored and approved by the city- (B) The city manager or the city manager's written designee may refuse to issue any such permit if the consumption of alcohol in the city park is reasonably anticipated to incite violence, crime or disorderly conduct, orwould otherwise be detrimental to the public interest. (C) The city manager or the city manager's written designee may attach conditions to any such permit which are deemed necessary or appropriate to ensure that the consumption of alcohol will be carried on in conformance with applicable laws, rules and regulations, in a 6 manner consistent with proper park and recreation area uses and in a manner not detrimental to the public interest. (D) Any permit granted pursuant to the provisions of this section shall specify the time and place in which the alcohol may be consumed, and shall designate the name of the person, society, association, or organization to whom the permit is granted. (Ord. 1645 § 1, 2004: Ord. 1399 § 1, 1991; Ord 959 § 1 (part), 1974) 2. Amendment to Section 2,1 of the Agreement, entitled "Contract Sum": Section 2.1 of the Agreement is hereby amended in its entirety to read as follows: "Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after: (1) completion of the services to be conducted under this Agreement; (2)the City's acceptance that the scope of services described in Exhibit"A"was properly and satisfactorily performed, and (3) the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above,the total payments to be paid for the services to be provided under this Agreement(collectively, "Contract Sum") shall not exceed a total of$89,556 per year for services rendered at the Train Station, Library and Parking Structure; and $52,502 for the temporary services at the Skate Park for the period October 14, 2009 through June 30, 2010. Any invoice of services rendered to the City is to contain a complete and accurate description of all work to be charged pursuant to the invoice." 3. Amendment to Exhibit "C" of the Agreement, entitled "Schedule of Compensation": Exhibit"C"of the Agreement, concerning total compensation, is hereby amended to read as follows: "Total Compensation: Total compensation for services provided hereunder is based on an a fixed monthly patrol rate for the Train Station of$2900 and an hourly rate of$18.00 for unarmed security guard services at the Library and Parking Structure (hours subject to change) for an estimated total of$89,556 per year, and $52,502 for temporary services at the Skate Park for the period October 14, 2009 through June 30, 2010 broken down as follows: Breakdown: Train Station = $2900 per month, or$34,800 per year (fixed rate) Library � $2,808 per month, or$33,696 per year(hourly rate $18) Parking Structure = $1,755 per month, or $21,060 per year (hourly rate $18) Skate Park = $14,882 for the initial 3 months of service approved under City Manager authority for period October 14, 2009 through January 13, 2010, plus$37,620 for the period January 15, 2010 through June 30, 2010 (hourly rate $18), for a total $52,502. 4. Amendment to Exhibit"D"of the Agreement, entitled"Schedule of Performance": Exhibit D" of the Agreement is hereby amended to include the following additional provisions: "Schedule of Performance: Effective January 15, 2010 through June 30, 2010 security services shall be provided atthe Skate Park Monday thru Friday=2:30pm to 8:00pm, and Saturday thru Sunday= 10:00am to 8:00pm. 2 guards shall be on duty during these hours for a total of 95 man hours of security services per week. 7 5. 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. 6. 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] 8 IN WITNESS WHEREOF,the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY7F PALM SPRINGS, CAA. y l.�mut��` // % City Clerk City Manager Date. e3 2-/1 1 LOI Date: APPRO D AS TO FORM: APPROVED BY CITY COUNCIL: By Date: Agreement No. City orne r Date: APPROVED BY CITY COUNCIL 'o -to h��)Q�o Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature MU21 be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. CONTRACTOR NAME: Check one_Individual_Partnership Y/ Corpora4on Address /��L.��T���Ifs��� Gam• ���-[(]2� T1 By // �/: By tur 6 rizp Signature(Notarized) 9 CALIFORNIA ALL-PURPOSL ACKNOWLEDGMENT '`,_S,'^r..rrus�m�a�•. �di;d�cxvsessc.�ssa�cr.�.ra.r,�x'LN'G�.tl. zC6G.RVY�Y`v�.'?v'�54:�'s"w�ti�tµi7> �±:+^.+:t State of catlfpmian p County of 1r n I On /n.w-J C- I DOI� before me, �w3'V1�Lt-...NT ' 112��Cf-�GQ.f U�' uKl�r C o pomonallyappeared Narmlc7 n el�na(q • who proved to me on the basis of satisfactory evidence to be tho person(s) whose name(5) islare subscribed to the within instrument and acknowledges to me that he/she/they executed the same in his/hor/their authorized CYN1rilA A REe P.hZol c capacity(ies), and that by his✓henlheir signatufe(s) on the -• instrument the person($), or the entity upon behalf of ommission S 1645899 which the person(s)acted,executed the instrument r: m Nofdry Public•California s + Riverside County 1 certify under PENALTY OF PERJURY under the laws Mycomm.ExpiresFebla,2ptp of the State of California that the foregoing paragraph is true and correct_ WITNESS my hand f iir; seal, Place Qb ly Seal Signature /�/ .�+awrn G ucwry Ful�'e OPTIDIVAL Though the information below is not mqulrad by law,ft may prow valuabte to porsorns rofying on the dl and weld prevent fraudulent removal and reaaach n rlt of lfns form ro mno!Hr+r d:crrnsru. Description of Attached /ppDocument ��� �L \ ! y �^ Title or Type ol Document;&7 t- ^W +rVY y'� ;1U ( ,2jL - 5eiv-0 _GS ,{�(I;�Pr••!?�r.LYl� 7�r' �Vl`l[•rG;.t� ge'- r 5Gr✓r ,�77 LY 1 ���p Document Date: - _ . Number of PagoS �C/ /hG [l ✓U5 IG`t S 1' p— Signer(s)Other Than Named Above: Ca Clty(ies)Claimed by Signer(s) Signer's Namc:,�- _ Signer's Name. ❑ Individual C]Individual ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Partner—d Limited ❑General a Partner—C Limiled ❑General 17 Attorney in Fact CJ Attamey in Fact LJ Trustee mp o:thurb hem ".ee Too of my a hero [.l Guardlan or Consorvator ❑Guards Conservwcr 0 Other._ Ll Other: Signer Is Pepreseming: Signer Is Representing. f Wsror nap�a Noury w,vlvan-also oa sow aw.,eo eon.:Roc-Clw�sr;,rh cn maisz.nx•..M,.na�adva,you u.r nor ate.:cmtd.r t�o-metarr, 10 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT FOR UN-ARMED SECURITY SERVICES (Agreement No. 5630) THIS FIRST AMENDMENT to the Contract Services Agreement 5630 for`un-armed security services is made and entered into to be effective on the day of ]Unq. 2009 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the "City"), and Maxwell Security Services, Inc. (hereinafter referred to as the "Contractor") (collectively, the"Parties")- RECITALS A. City and Contractor previously entered into a contract services agreement for unarmed uniformed security services at the Palm Springs Train Station located at 6001 Palm Springs Station Road,which was made and entered into on February 4, 2009 (the"Agreement") in the amount of$34,800 per year. B. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Contractor desire to amend the Agreement to authorize Contractor to perform additional services for the hourly rate of$18.00 at the Palm Springs Library in the estimated amount of $33,696 per year and at the Downtown Parking Structure in the estimated amount of $21,060 per year (hours subject to change). NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 1.1, Exhibit "A" of the Aareement, entitled "Scone of Services Exhibit"A"of the Agreement is hereby amended to include the following additional services,which shall read as follows. SCOPE OF WORK: Contractor shall provide all services, supervision, uniforms, supplies, materials, equipment and transportation necessary to provide unarmed security guard services for the City of Palm Springs Library and Downtown Parking Structure. This contract is for unarmed security guard services only. No firearms of any kind will be allowed. The City does not require, nor will it prohibit, guards carrying hand-cuffs, batons, mace or pepper spray. The City will not accept any liability associated with the use of such items by a contractor's employees. However, a contractor may wish to furnish their employees with such items for their own protection and therefore the contractor shall accept full responsibility for the propertraining and licensing requirements of the State of California and all liability associated with the use of such items. The primary responsibility of the unarmed security guard service is to "observe and report" as defined by the State Bureau of Security and Investigative Services. Security guards are to call for Police assistance whenever the situation warrants. Qualifications of Assigned Security Officers: The contractor agrees to be responsible for and shall provide supervision of the security officers working under this contract. The contractor shall ascertain that all of its security officers meet and abide to the following requirements. • Security Officers must be of good integrity and character. • Security Officers must be high school graduates or equivalent. • Security Officers must not have a prior criminal record and successfully passed a criminal history background check through the California Department of Justice(DOJ). The City of Palm Springs Police Department may, at its sole discretion and at the Police Department's expense, run an additional background check through the Federal Bureau of Investigation (FBI). • Security Officers must successfully complete contractor's and State of California's training requirements. • Security Officers must have a valid driver's license. • Security Officers mustwear a neat and clean uniform with name tag or badge identifying the Officer at all times while on duty. • Security Officers must carry Nextel communications equipment supplied by the contractor at all times while on duty, allowing them to call the contractor's main dispatch center,the Palm Springs Police dispatch center, or 911 in case of an emergency at any time. Each security officer shall clearly understand his or her specific duties and the specific limitations of their roles as security officers. Security officers shall exercise good judgment at all times and present themselves in a professional manner. Security officers should have excellent interpersonal and verbal skills. The ability to speak and understand Spanish is preferable. Officers shall conduct themselves at all times in a manner that is openly helpful, courteous and welcoming towards all patrons, staff, vendors, and visitors. However, officers shall avoid inappropriate and/or excessive socializing with patrons, staff, vendors and other officers while on the premises. Officers shall not read any newspapers, magazines, or view any other type of non- security related materials while on duty. Officers shall be prohibited from the following activities while on duty: making personal phones calls, except while on break and off the premises, and use of private or public computers for internet access. When dealing with problem behavior situations-including angry and verbally abusive patrons, the officers shall maintain and project a calm and courteous attitude.All officers should remember that the patron is always welcomed; however, problematic behavior is not welcomed. Daily Reports to be Provided for Each Facility: A"Daily Activity Report"must be submitted on a standard Daily Activity Report form provided by the contractor. The report is to include detailed descriptions, (make, model, color and license number, for example), and time of encounter of suspicious vehicles or persons; descriptions of suspicious persons, including gender, and actions taken. Contractor shall provide copies of the DAR on a weekly basis (either electronic or paper copy) to the Contract Officer identified for each facility. SERVICES REQUIRED FOR THE PALM SPRINGS PUBLIC LIBRARY: The Library is located at 300 South Sunrise Way. The following tasks will be performed: • continuously patrol the interior and exterior of the building • monitor the public restrooms • appropriately deal with aggressive, violent, mentally disturbed patrons until the police arrive • be able to make a citizen's arrest 2 • be able to handle disruptive patrons of ALL ages, particularly teenagers firmly, quietly, and appropriately • enforce the Library's code of conduct • assist with the closing and securing of the building at the end of the business day During the patrol rounds the security officer will be on the lookout for any security breaches, maintenance problems, safety issues and fire hazards. Problems and/or unsafe conditions must be reported immediately and documented on the officer's own daily shift report. Officers shall be prepared to respond properly and effectively to potentially dangerous and uncontrolled situations in order to protect patrons, staff, vendors and other visitors from harm.Also,the security officer shall be prepared and ready to respond appropriately to any and all other emergency situations involving fires,thefts of library materials and/or property,thefts of public or private property,criminal trespass, sex crimes and/or sexual misconduct,vandalism,stalking,workplace violence, disorderly conduct, civil disturbances, panhandling, loud arguments, fights, and any physical and/or verbal confrontations occurring in or around the Library. Due to the unique architecture of the Library, access to the roof is relatively easy. Under no circumstance shall an officer go onto the roof of the Library at anytime. Should an officer suspect that someone has entered the roof area,the officer shall immediately call the Palm Springs Police. The security officer is also responsible for enforcing the rules and regulations of the Library. The rules are identified in the section below entitled "Library Code of Conduct". LIBRARY CODE OF CONDUCT Welcome to the Palm Springs Public Library[ In order to ensure that we provide an atmosphere conducive to everyone's right to unimpeded and enjoyable library use, the Library Board of Trustees has approved the following code of conduct. The behaviors listed below are not acceptable in the Library, and will not be tolerated. t Engaging in any activity prohibited by law. Disruptive or unsafe behavior which interferes with the use of the library by others or with the staffs ability to function. This includes, but is not limited to' 1. Loud, abusive, threatening, harassing or insulting language toward staff or other users. 2. Any sexual misconduct such as exposure, inappropriate touching, or sexual language. 3. Activities or behavior that may result in damage,abuse or theft of library property. 4. Petitioning, soliciting, gambling, advertising or selling merchandise without the express permission of the Director of Library Services- 5- Playing any audio equipment or device at a level which can be heard by others. 6. Verbal or physical fighting. 7. Stalking or invading another person's physical space. 8. Entering the Library with any firearm, knife or other weapon prohibited by City Ordinance or State Statutes. 9. Use of cell phones 10. Use of skates or skateboards on Library property 11. Refusal by adults over 18 years of age to leave the Teen Zone when asked. Inappropriate personal behaviors including, but not limited to' 1. Sleeping 2, Smoking 3. Personal bathing or washing of clothes or personal items 4. Lack of shirt or shoes 3 5. Spitting 6. Poor personal hygiene which is offensive and bothersome to others 7. Bringing into the Library oversized items too numerous or too large to fit under a study chair. 8. Leaving personal belongings unattended in the Library or on Library grounds. 9. Being intoxicated with alcohol or drugs or in possession of any intoxicating drug or alcoholic substance in the Library or on Library grounds. 10, Urinating or defecating anywhere on Library property, other than in public restroom facilities. ➢ Entering the Library with animals, birds or vehicles, except as required by persons with disabilities who are in possession of official certification for the animal. We appreciate your cooperation with this code of conduct. Anyone violating the code will be warned by staff and/or security. If the conduct continues, the offender will be asked to leave the Library. Library users will be expelled from the building without warning in situations of serious,threatening, or willfully malicious behavior. The Library reserves the right to revoke use of the Library and its grounds for repeated failure to comply with this Code of Conduct. Anyone wishing to appeal their exclusion may submit an appeal in writing to the Director of Library Services. This Code of Conduct was adopted by Library Board of Trustees on June 29, 2005. SERVICES REQUIRED FOR THE DOWNTOWN PARKING STRUCTURE The Parking Structure is located at the corner of Baristo Road and Indian Canyon Drive. The following tasks shall be performed: • Continuously patrol the interior and exterior of the structure • Monitor the public elevators • Appropriately deal with aggressive,violent,and mentally disturbed patrons until the police arrive • Be able to make a citizen's arrest • Be able to handle disruptive patrons of all ages, particularly teenagers, firmly and appropriately 2. Amendment to Section 21 of the Agreement. entitled "Contract Sum": Section 2.1 of the Agreement is hereby amended in its entirety to read as follows: "Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after: (1) completion of the services to be conducted under this Agreement; (2)the City's acceptance that the scope of services described in Exhibit"A"was properly and satisfactorily performed, and (3) the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above,the total payments to be paid for the services to be provided under this Agreement(collectively, "Contract Sum")shall not exceed a total of$88,386 per year. Any invoice of services rendered to the City is to contain a complete and accurate description of all work to be charged pursuant to the invoice." 4 3. Amendment to Exhibit"C"of the Agreement, entitled "Schedule of Compensation". Exhibit "C of the Agreement, concerning total compensation, is hereby amended to read as follows: "Total Compensation: Total compensation for services provided hereunder is based on an a fixed monthly patrol rate for the Train Station of$2900 and an hourly rate of$18.00 for unarmed security guard services at the Library and Parking Structure (hours subject to change) for an estimated total of$89,556 per year, broken down as follows: Breakdown: Train Station = $2900 per month, or$34,800 per year (fixed rate) Library = $2,808 per month, or$33,696 per year (hourly rate $18) Parking Structure = $1,755 per month, or $21,060 per year(hourly rate $18) 4. Amendment to Exhibit"D" of the Agreement, entitled "Schedule of Performance": Exhibit "D" of the Agreement is hereby amended to include the following additional provisions: "Schedule of Performance: Effective June 15, 2009, services at the Palm Springs Library shall be Tuesday 11am-8pm (8 hrs) and Wednesday thru Saturday 11am —6pm (7 hrs). Closed Sunday and Monday. "Hours are subject to change. Services at the Downtown Parking Structure shall be Thursday thru Saturday (9pm -- 2:30am) 5.5 hrs per day. 'Hours are subject to change. 5. 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. 6. 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 parry is bound. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written, 5 ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA. By City Clerk City Manager Date: otp f Date: lt5- ' y En=eer D e: AP OVED AS TO FORM: APPROVED BY CITY COUNCIL: Bye G / Date: Agreement No. City ttorh�� p � �� APPROVED BY CITY COUNCIL Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary,Assistant Secretary, Treasurer,Assistant Treasurer,or Chief Financial Officer /CONTRACTOR NAME: (1.(.L5ILecc--OA 67Z F;Xzl'r a c'�jlio4c Checx one—Individual_Partnership_Corporation Address ` By �.n/_ _ By Y 76td) Signature(Notarized) 6 CALIFONNIA ALL-PURPOSE ACKNOWLEDGMENT ti.+�::��ti"f.'F'�CE.G2A"f:�_'•.0�wr��Y'K• . - .� .re+�• C r .. ^.GE=4;h��"_xX`a�si4'1itii'C•4`?r•5iti�i',�`5-',�'Lw'� State of cailfornta County o` '_!!� On lr-' � ��� before me,,�, ']:I•o ^f--. /� Intl lttlYll Nflmf.Afu�111YO�He•.Ili personalty appeared ,••_..,�r/f arY�cuCLue:LU __- tanulcl a slpnz¢-) who paavcd to me or the basis of satisfactory evidence to be the personos-whose nameW islare-subscribed to the •.within rostrum-nt and acknowledged to me that hash0M oxoclAcd the sane in his/i:4wAheir authorized MAtiW`YNN BOSWELL capacit&-ts nd that by hisr'iG;Ab r signatule(s) on the COMM.N1t657t40 Instrument the porson(XIor the entity upon behalf of NOTARY PUBLIC•CALIFORNIAg whirh*he persor.( artnd,executed the instrurnenL RIVERSIDE COUNTY Cpltutlissiat pea MAY29,2D13 � I certify under PENALTY OF PERJURY under the laws of the State of California that the foregolnq paragraph is ,rue and correct. WITNESS rry hand and official seal. Fuoo•.a.vy•srJ cnery Signalure-1� OPTIONAL 'houg4 the infermaflon 6oio�a is no:mgtdmd dy falg R;nay p, po laluelae;o porscm mhrng or pie end co..ldpnwvsnd rrandu)e�l mmo�ai and teaRechment o`rhrs form to anmhef deu7 nt. Description of Artoched DocumentFr 3 - Title or Type of Dcoumerl;- Dccument Date: J", -- - -_Number of Pages: �� _„•„, Signers)olhdr Y11er1 Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name:/ / ---,/ ay,, 1.et Signers IJ Individual E lnfJMdLal CL'Corporale Officer—Tifle(s): Yam'j I Y Carporale QlFicw—Tille(s):— Ll Darner—LJ Limited LJ General G Fanner.„..-1 Limiieo LJ General LJ Atteey in Fact _- CJ A1101ney rn Fact muno,Wa Q Trustee rcp o- r1 Trus:Cc m - m-„•al lhur-b nom LI Guardian or ConsoRzor C Guardian cr Cnnaervrdcr 4 Ctner._ LJ OGrcr. _,_,•�_•� Signer Is Represenu ng! Signer I s;➢opyesentinq. ..v.. v.-«.. .. ."ur�r'.^�.ra4..'.ti:.�uGtX=c�.Y—:K;C• ��o;p,ylb•nl^loaryn\�arkilnn•H:15U❑n San ae,roo«tiEeCE Cknww�rh CA Si11.:3'OE•vnn:.l.o lorWW agcq iW�M:SM Rmelm Coll SbLne-1 tlAM1��GAf2X 7 CONTRACT SERVICES AGREEMENT FOR SECURITY SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this day of + yr�r� 2009, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Maxwell Security Services, Inc., (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractors Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses,_Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. itiCt' 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000-1 whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 "Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after: (1) completion of the services to be conducted under this Agreement, (2) the City's acceptance that the scope of services described in Exhibit "A" was properly and satisfactorily performed, and (3) the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above, the total payments to be paid for the services to be provided under this Agreement (collectively, "Contract Sum") shall not exceed a total of $34,800.00 per year. Any invoice of services rendered to the City is to contain a complete and accurate description of all work to be charged pursuant to the invoice." 22 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the 2 date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section- 3-4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Fritz Maxwell It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 3 42 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting_or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shalt 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. 4 5.0 INSURANCE, INDEMNIFICATION AND BONDS. 5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, or employees. 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 may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: a) Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverage's for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. b) Workers' Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. c) Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. d) Employer Liability.Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims 5 and claims history as well as evidence of Contractor's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor pursuant to this Agreement' 5.3.1 For any claims related to this Agreement, Contractor's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. 5.32 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 None of the insurance coverage's required herein will be in compliance with these requirements if they include any limiting endorsement which substantially jmoairs the coverage s set forth herein (e.g., elimination of contractual liability or reduction of discovery period)unless the endorsement has first been submltt4d t4IberJty Manager and aooroved in wri in 5.3.5 Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 5.3.6 Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard- 6 5.3.8 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. 5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverage's 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 No._" or 'far any and all 7 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. 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. 5.6 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original, notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.7 Sufficiency of Insurer or 5uretV. Insurance or bands required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best 's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost 8 of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 62 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of Its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting there from. 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 there from. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 72 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 therefore. 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, 9 provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of 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 govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be 10 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 has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary casts the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability, of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other Consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 11 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 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said 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. 12 IN WITNESS WIMREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTSAPPROVED: CITY OF PALM SPRINGS, CA. ` r fate: By tyClerk City Mana er 2 �c5`] �ZI�nG Date: By Date: A" OVED AS TO FORM: APPROVED BY CITY COUNCIL: Date: Agreement No. ity A° ey bate: �aZ� d j APPROVIM BY CITY COUNCIL � t '�1•o�, �� PSb�o Corporations require two notarized signatures. One signature must be from Chairman of Board,Prwident,or any Vice President The Second signature must be from rhe Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Cltief Financial Officer, CONTRACTOR NAME: Check one_Individual_Partnerabip_�Crnpomrion AAddrnss, cram f y t� U✓ 1Z��9 GJ Z? Dy n By 'Sigyfatvze(No Slgnatum(Notarized) - CALIFORNIA ALI rPURPOSE ACKNOWLEDGMENT State of Californian County of On 1CaM{1G-s:1- S C7Gt`.)'I before me (.4vLl�LAGL • /� G-r �v! `� f�l��L!G rim. - t� / nm ..n .ww • as personally appeared ry n or wo who proved to me on the basis of satisfactory evidence to bo ffw porsco(s) whose name(s)islare sitl..afbed to the within Instrument and acknowi dged to me that a+a�. (SUeft emralled the s me iff Tjolsofftr auftrize:d + • CYNTHIA A.9ERAR01 0apap�'�•�that hl r sign84akQ on the Commission x 1645899 insimmem the person(s), or the entity upon behalf of Ewa;.i Notary Public-California � which the person(s)acted,exiuded the Instrument Riverside County I certify under PENALTY OF PERdt1RY under the laws MY Comm.Expires Feb 18.2010 of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. PW.e��ryeu�/em++ �y�ryySiiggnature O !IMNAL though the wham oon bemw ienotmgdnWby raw.6nwy pms vaivaera ioporHmrs ra/W on the dacummt ' ❑lid pru�prer+and/rafadulaniremHva(undravtNdament olthre io++pmermlhardacrm;cnt Desariptlon of AtmchW�Document r r Tltla or7ypoal Dornmtem: Uvv,�Ci�J�G�fll/GYM �%/�G'•t�2f jai'.JeGJ✓ r �1//G� Dora Ogle; Number of Pages: Signer(s)Mar mad Above: _ Capacity(les)claimed by r(s) Sfgnefs Name: Signer's Name; 0 Individual ❑iwrivldual ❑ Carporaldpffloer—Tillo(u): rateOlftder—THIe(s); 0 Partner—E1 Limited ❑General ©Padn ❑limited ❑General * Attorney In Fact lop ortnumb Here 0 AttOfiley In'F cl Top eftlrmh h•n ❑ Trusice ❑Tnrutee El Guardian or Conservator ©Guardian or Coneary 0 Other a other Signer Is Represeming: Signer Is Represenffng: OXq'l W9wnINWryAwndYlon•o360pHor+W,egrp.yraZrpypngrhGnsrIDgo2�yr�p,Mlom�lvWNq Il..reBOT ae.reeuLvlxi•aenreao-i76lBCT EXHIBIT "A" SCOPE OF SERVICES Security ("Contractor') shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities in the Palm Springs Train Station ("Facility") located at 6001 Palm Springs Station Road according to the post orders. Security coverage will be provided on Wednesday, Friday, and Sunday based on the scheduled arrival time of the train per Amtrak Dispatch. Security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. The Security Officer will patrol the Facility both in the vehicle and on foot to inspect all parts of the facilities for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. In addition, the Security Officer will be responsible for unlocking and locking the restrooms, checking on the well-being of passengers and assisting any passenger requiring assistance. The Security Officer will maintain a daily logbook, recording all instances that may be of interest to supervisors or the City's Contract Officer. The Security Officer will also report safety hazards, malfunctioning equipment and other such matters in the daily logbook. A copy of the daily logbook shall be sent to at the end of each shift to the City's Contract Officer or his designee. The Security Officer shall complete a "Incidence Report" to be provided to the Contract Officer or his designee at the completion of the shift for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting violations or suspicious activities or who's conduct on City property may voluntarily or involuntarily warrant response from the Security Officer. The Incidence Report shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made. "Contractor shall provide ongoing security to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week: 9:50AM West Bound 11:OOAM East Bound 3:OOPM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:OOPM East Bound 1:55AM East Bound Contractor shall be on site at the train station during each scheduled and actual bus arrival/departure and ensure that bathrooms are unlocked and relocked. Contractor shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer and all necessary supervision needed to patrol/monitor/report activities. Security coverage will be provided for each scheduled and actual bus arrival and departure at the Facility as provided. Contractor understands that the term "actual bus arrival" does not mean the same as "scheduled bus arrival" and that scheduled bus arrivals and departures 15 frequently deviate from actual bus arrivals and departures. It is the Contractor's responsibility to contact Crucero Dispatch to ascertain the dates and times of actual bus arrival. The Security Officer will maintain a daily logbook, recording scheduled and actual arrival and departure dates and times, and all instances that may be of interest to supervisor's or the City's Contract Officer. The Security Officer shall complete an "Incidence Report" to be provided to the Contract Officer or his designee that includes all bus service incidences in the same manner as the train service under the existing agreement. 16 EXHIBIT "B" SPECIAL REQUIREMENTS Section 5.3 The requirements of Section 5.3 for a Performance Bond are hereby waived. Section 7.7 The requirements of Section 7.7 for Liquidated Damages are hereby waived. 17 EXHIBIT "C" SCHEDULE OF COMPENSATION 1 1 CITY OF PALM SPRINGS,CALIFORNIA PROPOSAI-SHEEr FOR i• REQUEST FOR PROPOSAL,N6.VD40 PraPaFera�h�llfnliy camplate Fhl�Plnpaaxl Sh cetaad mfianhuAlh tn9ir sulundiel. Aa prCpoonl - ccsts shad include respealve dtemized Cysts associated W M all laCef, 4quiprtiant,maladala, Mancwitation, overhead,Laval, Orotft, Ineuramc-=[=and other taxes, icanses, ineidentel� and all related oasts ria6aawry to provide Saclmty Sarvlcas tar the City of Palm SprintIc Train 5 atlon. At any time,the City may require that dmr_a mcm ba trprni=d. Addidionadly, Proposer shall include with their proposal,on Itamlzad "Fea Schiedulo A in conjunction with tMa Proposal sheet. TOTAL NOT-TO-EXCEEV FEE to provide Train St6tlon Un-Armed Seauft Svrvlcac for tllo City of Palm Wrigs as raqu7red by Raquart for Proposal nuraher09-10: $ oC ayC3 d�� /p, any ,.j �Por Month) �Jzwyj - TOTAL NDi-Td-EXCEED FEE in twrds Y , • �� �� �l�,1rG1�L� J,f.rflJlt�r�, i�°,lrfC'rc`S roppca s ignatum Company Name I /I/ Ae&� Printed Neme Dike ell TFFt Bras I��P�)r TE<le Each proposal shoutd he idenO cd on the outside of the packat as'Lln-Armed Security 3.)ru2d s for the City of Palm Spfts Tram Station." I8 EXHIBIT "D" SCHEDULE OF PERFORMANCE Term: The term of this contract is for three (3) years commencing February 1, 2009. The City reserves the right to extend this contract for two additional 1-year periods, subject to acceptable performance by the Proposer. At the end of any contract term, the City reserves the right to extend this contract for a period of up to sixty (60) days for the purpose of getting a new contract in place. The Contract will commence on the date of the Notice to Proceed. The City reserves the right to terminate this agreement by providing a written "Notice of Termination" to Contractor at least thirty (30) days prior to the date of termination specified in said Notice. Schedule of Performance: Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. For the purposes of this contract, security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. Contractor shall provide patrol services in conjunction with Amtrak's arrival schedule at the station. Schedule of performance: Services at the Palm Springs Train Station shall be provided seven days per week unless otherwise noted as follows: 9:50AM West Bound 11:OOAM East Bound 3:OOPM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:OOPM East Bound 1:55AM East Bound 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. 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. 19 01/05109 5�,OuQ191 'MO1Q'IIO��Q9;�0�1%08:,'09` �O�I[Q,9%0.8`.;01��a1'.q•�U� 01"/11.%09 07:45-16:15 MON TUE WED THU FRI SAT SUN Everett, D Field WIC WIC WIG Field OFF OFF Armstrong,H WIC Patrol Patrol Patrol WIC OFF OFF Wiswell, M Patrol Patrol Patrol Hayner,M Patrol Joen Patrol L-- I=sm w", 15:45-00:15 MON TUE WED THU ` FRI SAT SUN Sanchez, W OFF OFF Patrol Patrol Patrol Patrol Patrol Pina, J I Patrol Patrol Patrol Patrol OFF OFF OFF » Bunker, D W/C WIG W/C OFF OFF WIC WIG Magana, E Patrol OFF OFF Patrol Patrol Patrol Patrol Wiswell, M Patrol Patrol Magana, E 13:45122:15 Therm 23:45-08:15 MON TUE WED THU FRI SAT SUN Villegas, A W/C WIC W/C WIC WIC Lucia, D Patrol Patrol Patrol Patrol Patrol Becerra, J Patrol Patrol Patrol Patrol Patrol Clerc, M Patrol Patrol Patrol Patrol Patrol Vang, K Patrol i2:o0p=''22'OOp; MON TUE WED THU FRI SAT SUN Yan, S Patrol Patrol Patrol Patrol Hayner, M Patrol Patrol Patrol 22:00p 08:00 a.m. Otto, T Patrol Patrol Patrol Patrol Foster, T Patrol Patrol Patrol r � � CITY OF PALM SPRINGS NOTICE INVITING PROPOSALS For Providing Un-Armed Security Services for the Palm Springs Train Station (RFP 09-10) NOTICE IS HEREBY GIVEN that Request for Proposals (RFP) 09-10, for providing Un-Armed Security Services for the Palm Springs Train Station will be received at the office of the Procurement Manager, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 2:OOPM local time, January 6th,2009. DESCRIPTION OF WORK: The purpose of this correspondence and enclosed materials is to invite you to submit a proposal to the City of Palm Springs for the effort described in the enclosed Scope of Work for providing un-armed security services at the Palm Springs Train Station in accordance with the enclosed Request for Proposal. OBTAINING RFP DOCUMENTS AND REGISTRATION AS A PROPOSER: The RFP documents may be downloaded via the internet at www.oalmsprings-ca.goy (go to Government, Departments, Procurement, Open Bids & Proposals). If you are interested in submitting a proposal, it is IMPERATIVE that you contact Cheryl Martin, Procurement Administrative Coordinator, via email at Cheryl.Martinepalmsorings-ca.go_v or by phone at (760) 322-8373 to officially register as a Proposer for this specific pro'lect with your company name, address, phone, fax, contact person and email address. Failure to Officially register may result in not receiving addenda to the RFP. Failure to acknowledge addenda to the RFP may render your proposal as non-responsive. SUBMISSION DEADLINE: January 6th, 2009 BY 2:00 P.M. CONTACT: Submit questions in writing only via email to: Leigh Ann Gileno, Procurement Specialist II Email: LeighAnn.Gileno_(a)palmsprings-ca.gov or via fax: 760-323-8238 Deadline for receipt of questions is December 30`h, at 2:OOPM. PROPOSAL REQUIREMENTS: All submissions to have the Project Name (Un-Armed Security Services) and Number (RFP 09-10) with the name and address of submitting party plainly marked on the outside of the envelope. Submit original and five complete copies. Proposals received without the required number of copies may be deemed non-responsive and may not receive consideration. EVALUATION OF PROPOSALS AND AWARD OF CONTRACT: This solicitation has been developed in the Request for Proposal (RFP) format. Accordingly, Proposers should take note that multiple factors will be considered by the City in selecting the most qualified firm and awarding of the Contract. PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 90 calendar days from the due date of proposals. The receiving time in the Procurement Office will be the governing time for acceptability of Proposals. Telegraphic and telephonic proposals will not be accepted. Late proposals will be returned unopen d_ LAAGilen 9 Procurement Specialist II December 12, 2008 1 REQUEST FOR PROPOSAL #09-10 UNARMED SECURTY GUARD SERVICES FOR THE PALM SPRINGS TRAIN STATION PART I: BACKGROUND, SCOPE OF SERVICES AND GENERAL CONDITIONS 1. INTRODUCTION AND BACKGROUND: The City of Palm Springs, is requesting proposals for Unarmed Security-Guard Services to be provided at the Palm Springs Train Station. 2. SCOPE OF SERVICES: Contractor shall provide all services, supervision, uniforms, supplies, materials, and transportation necessary to provide unarmed security guard services for the City of Palm Springs. 3. Qualifications of Assigned Security Officers: The contractor agrees to be responsible for and shall provide supervision of the security officer working under this contract. The contractor shall ascertain that all of its security officers meet and abide to the following requirements: • Security Officers must be of good integrity and character. • Security Officers must be high school graduates or equivalent. • Security Officers must not have a prior criminal record. • Security Officers must have a valid driver's license. • Security Officers must wear a neat and clean uniform with name tag or badge identifying the Officer at all times while on duty_ Each security officer shall clearly understand his or her specific duties and the specific limitations of their roles as security officers. Security officers shall exercise good judgment at all times and present themselves in a professional manner. Security officers should have excellent interpersonal and verbal skills. Officers shall conduct themselves at all times in a manner that is openly helpful, courteous and welcoming towards all patrons, staff, vendors, and visitors. However, officers shall avoid inappropriate and/or excessive socializing with patrons, staff, vendors and other officers while on the premises. Officers shall not read any newspapers, magazines, or view any other type of non security related materials while on duty. Daily Reports to be Provided for Each Facility: A "Daily Activity Report" must be submitted on a standard Daily Activity Report form. The report is to include descriptions, (make, ,model, color and license number), and time of encounter of suspicious vehicles; descriptions of suspicious persons, including gender, and actions taken_ Services Required) for the Palm Springs Train Station: Security Coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. Security coverage is to begin one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. In addition to the Train Station schedule the Contractor shall provide an ongoing security officer 2 to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week: 9:50AM West Bound 11:00AM East Bound 3:OOPM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:OOPM East Bound 1:55AM East Bound The Security Officer shall be on site at the train station during each scheduled and actual bus and train arrival/ departure and ensure that the restrooms are unlocked at least one hour before the train and bus's scheduled arrival and locking it after the train and buses have departed, checking on the well-being of passengers and assisting any passenger requiring assistance. In addition, the Security Officer will patrol the Facility both in the vehicle and on foot to inspect all parts of the Facility and the adjacent grounds during the period between one hour before the actual arrival and fifteen minutes after departure for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. The Security Office will maintain a daily logbook, recording scheduled arrival and departure dates and times, actual arrival and departure times, the times the restrooms were unlocked and locked and all instances that may be of interest to supervisors or the Citys Contract Officer. The Security Officer will also report safety hazards, malfunction equipment, and other such matters in the daily logbook. A copy of the daily logbook shall be sent to at the end of each shift via e-mail to the City's Contract Officer or his designee. 4. CONTRACT PERIOD: This contract shall be in effect for a three (3) year period from the date of award. The City reserves the right to extend this contract for two additional 1- year periods, subject to acceptable performance by the Proposer. At the end of any contract term, the City reserves the right to extend this contract for a period of up to sixty (60) days for the purpose of getting a new contract in place. The Contract will commence on the date of the Notice to Proceed. 5. WALK-THROUGH OF SITE: Prospective Offerors are encourage to visit the site of the work and existing facility. The Train Station is located at 6001 Palm Springs Train Station Road, off of Indian Canyon Drive near the I-10 freeway. It shall be the full responsibility of the Offeror to visit and inspect the location prior to submission of a Proposal. No variation in price or condition shall be permitted based on a claim of ignorance. Failure of an Offeror to visit and inspect the location prior to submission of proposal shall constitute acceptance of all pre-existing site conditions and shall constitute a waiver of any and all future claims relating to said conditions. 6. CONTRACT ADMINISTRATOR: The Contract Administrator for the resulting Contract will be the Redevelopment Coordinator for the City of Palm Springs, or his/her designee. The Contract Administrator will act as the City's technical"representative for the duration of the Contract. 3 7. PROPOSAL EVALUATION AND AWARD: This solicitation has been developed in the Request for Proposal (RFP) format. Accordingly, Offerors should take note that multiple factors will be considered by the City in awarding this Contract. PRICE WILL NOT BE THE SOLE DETERMINING CRITERION. All responsive proposals will be evaluated by a Proposal Evaluation Committee, using the following evaluation criteria: A. Firm Qualifications, Qualifications of Personnel Assigned to this Project and Experience with Projects of a Similar Size and Scope B. Cost Schedule C. Proposed Work Procedures/Approach D. References S. PROPOSAL CONTENTS: Offerors are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 7 above. At a minimum, Offerors must provide the information identified below. All such information shall be presented in a form that directly corresponds to the numbering scheme identified below SECTION A: Firm Qualifications A.1 State your firm's complete name, type of firm (individual, partnershpp, corporation or other), telephone number, FAX number, and e-mail address. If corporation, indicate what state the corporation was organized under. A2 State the name and title of your firm's principal officer with authority to bind your company in a contractual agreement. A.3 Describe your firm's background and qualifications in the type of work that this project will require. SECTION B: Cost Schedule 13.1 Identify the hourly rates for guard services to be provided for staffing the Train Station during the identified hours for the Amtrak schedule and the Crucero bus services at the train station. B.2 Identify holiday rates of pay for guard services. B.3 Estimate the total cost for one year of service. NOTE: Your proposed rates must include all travel, uniform and related expenses. SECTION C: Proposed Work Procedures/Approach CA Provide a staffing plan showing the number of employees your firm will use to perform the required services. Include a strategic plan/approach for providing services including your approach to covering absenteeism and/or illness of assigned staff. C.2 Identify how your firm will supervise the assigned personnel. 4 I I C.3 Describe your pre-employment procedures, i.e., security checks, police records, etc. CA Describe the training programs provided to your employees. C.5 Describe the proposed procedures/methods for City staff to coordinate with both your assigned personnel and your supervisory personnel. C-6 Indicate whether or not your employees have CPR certification. If they do, and personnel with such training are provided at a different rate than employees without such training, please provide the rates for such employees in addition to the rates provided in Section B. SECTION D: References: DA Identify 3 venues similar to the Palm Springs Train Station for which you provide guard services. Provide contact information including full name and phone number for each project identified. 9. DEADLINE FOR SUBMISSION OF PROPOSALS: Offeror's complete proposal shall be delivered to the Office of the Procurement and Contracting Manager, 3200 East Tahquitz Canyon Way, Palm Springs, California 92262, (760) 322-8373. PROPOSALS WILL BE ACCEPTED UNTIL: JANUARY 6th, 2009, AT 2.00 P.M., LOCAL TIME. 10. QUESTIONS: Proposers, their representatives, agents or anyone else acting on their behalf, are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this entire RFP process other than as directed below. Contact with anyone other than as directed below may be cause for rejection of a proposal. ANY questions, technical or otherwise, pertaining to this Request for Proposal must be submitted IN WRITING and directed ONLY to: Leigh Ann Gileno Procurement Specialist II 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Via FAX 9760) 323-8238 Or via EMAIL: LeighAnn_Gilenofc7oalmsorings-ca.gov Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is 2:00 P.M., Local Time, December 30, 2009. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. 11. BUSINESS LICENSE: The Successful Offeror will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". 5 12. INSURANCE: Contractor will be required to provide insurance as outlined in the sample contract attached hereto as Attachment"D". 13.AWARD O,F PROPOSAL: The City reserves the right to award the proposal as submitted, to accept or reject any or all proposals received, and to make multiple awards. The City also reserves the right to negotiate the scope of work, terms, and conditions of any contract resulting from this solicitation. The recommended Contractor may be required to participate in negotiations concerning the nature and extent of services to be provided. The results of such negotiations shall be incorporated into the Agreement between the City and the Contractor. Final award, if any, will be made by the Palm Springs CiKy Council. 14. PUBLIC RECORD: Proposer's attention is drawn to the fact that all proposal documents submitted are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the proposals may be made public after the review process has been completed and a recommendation for award has been agendized for consideration by the Palm Springs City Council, and/or following award of contract, if any, by the City Council, 15. COSTS RELATED TO PROPOSAL PREPARATION: The City of Palm Springs will NOT be responsible for any costs incurred by any Respondent in the preparation or submittal of their respective proposal. 16. CONRACT SERVICES AGREEMENT: The Offeror to whom an award is made will be required to execute a City-standard Contract Services Agreement with the City, copy attached as Attachment"D". 17. PROPOSAL INFORMALITIES OR DEFECTS. The City of Palm Springs reserves the right to waive any informality or technical defect in a Proposal and to accept or reject, in whole or in part„ any or all Proposals and to advertise for new Proposals, as best serves the interests of the City. 18. INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessay to determine the ability of the Proposer to perform the Work and the Proposer shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any Proposal if the evidence submitted by or investigation of such Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. 19. SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed Proposal will be interpreted to mean that Proposer has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP' documents or attached sample agreement must be submitted with the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, terms or conditions may be considered in the evaluation process. 6 i ATTACHMENT "A" RFP 09-10 Un-Armed Security Services for the Palm Springs Train Station *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR PROPOSAL SIGNATURE AUTHORIZATION NAME OF PROPOSER/FIRM: A. I hereby certify that I have the authority to offer this proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. SIGNATURE PRINT NAME B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: _An individual; A partnership, Partners' names: _A company; `A corporation 2. My tax identification number is: ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive- In the space provided below, please acknowledge receipt of each Addenda: Addendum(s) # is/are hereby acknowledged. CONTRACT SERVICES AGREEMENT FOR SECURITY SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this day of , 2009, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Maxwell Security Services, Inc., (herein "Contractor'). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work"' hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or 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. 8 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that We provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 "Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after: (1) completion of the services to be conducted under this Agreement; (2) the City's acceptance that the scope of services described in Exhibit "A" was properly and satisfactorily performed, and (3) the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above, the total payments to be paid for the services to be provided under this Agreement(collectively, "Contract Sum") shall not exceed a total of Any invoice of services rendered to the City is to contain a complete and accurate description of all work-to be charged pursuant to the invoice." 2.2 Method of Payment- Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1 st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the 9 1 date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 32 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure.I The time period(s) specified In the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and If in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City. to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 10 42 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella •Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 11 5.0 INSURANCE, INDEMNIFICATION AND BONDS. 5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, .or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, or employees. 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 may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: a) Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000;000-00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverage's for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. b) Workers' Compensation Insurance. Contractor shalt obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California_ Contractor agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights_ under its workers' compensation insurance policy against the City and to require each of its 'subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirementform. c) Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. d) Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims 12 and claims history as well as evidence of Contractor's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance_Requirements. The following provisions shall apply to the insurance policies required of Contractor pursuant to this Agreement: 5.3.1 For any claims related to this Agreement, Contractor's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insured's, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3A None of the insurance coverage's required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverage's set forth herein (e.g., elimination of contractual liability or reduction of discovery period) fsem1ent has first been submitted. to the City Manager and aooroved in writing. 5.3.5 Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 5.3.6 Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder-in this or any other regard. 13 l 5-3.5 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. 5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of,potential claims. 5.3.12 Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor's activities or the activities of any person or person for which the Contractor Is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. I - 5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverage's 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 No. or "for any and all 14 I 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. 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. 5.6 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original, notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement, 5.7 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best `s Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances- In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the Insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost 15 of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project.being designed. 6-2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books-and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting there from. 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 there from. 6.4 Release of Documents, The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 . ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. 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 parity's right to take legal action in the event that the dispute is not cured, 16 provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes -City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver, A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of NONE ($ ) 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 "ID"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of 17 I 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 has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill Its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability. of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any'default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation,, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself,its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 18 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 parry 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 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 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, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 19 IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITE'OF PALM SPRINGS, CA. By By City Clerk City Manager Date: Date: By City Engineer Date: APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: By Date: Agreement No. City Attorney Date: Corporations require two notarized signatures. One signature must be from Chairman of Baud,President,or any Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. CONTRACTOR NAME: Check one_Individual_Patmcrship Corporation Adduss By By Signature(Notarized) Signature(Notarized) 20 I CALIFORNIA ALL•IPURPOSE ACKNOWLEDGMENT State of California County of On before ma, Halo Herr Yucrt NomoaMTllle of the aAar r personally appeared nanteiMs n who proved to me on the basis of satisfactory evidence to be the person(s) whose namo(s) Ware subsaibed to the within instrument and acknowledged to me that haishe/they executed the same in his/her/their authcdzed capacity(fes),and that by hlslhedtheir sigriZfe(s)on the Instrument ttte porson(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I cerOfy under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. vweo wolary earl u.ew Signature siw�.wm a wr.v ruey OPTIONAL Tough rha inkrmariorr below Is not ragrdrad by&w,,it nra PWV&tokiads to parsons m4ft on rho documcnt and wuidprnsnf rmudWent lempval arrd resdaahm m of INs farm✓o another dosvmcvrr. Description of Attached Document Title or Type of Document: Document Date: Number of pages: Slpnar(s)Other Than Named Above: Capacay(les)Claimed by Signer(s) Signer%Name: Signer's Name: ❑ Individual ❑Individual Cl Corpordu Officer—Trle(s): E]Corporate Oticer•--Titie(s): 0 Partner—❑Umited O General __ ❑Partner--El Limited p General El Aliomey in Fact 0 Attorney in Fact 0 Trustee top of mums Here 0 Tn�4ne Top of llum4 horn * Guardian or Conservator ❑Guardian or Conservator ❑ Other, ❑Other: Signer Is Reprosonling: Signer Is Representing: O]Oof NNemINa+7Aw.Wpn•II4iDh9w/as,1'A,�[?A62•CluiwehW rnS19.9r02.wwxM1lid'eHWrraO hm PJBar aemtlr:G�TtlbFc1-m6}7(.L64� 21 I � EXHIBIT "A" SCOPE OF SERVICES Security ("Contractor") shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities in the Palm Springs Train Station ("Facility') located at 6001 Palm Springs Station Road according to the post orders. Security coverage will be provided on Wednesday, Friday, and Sunday based on the scheduled arrival time of the train per Amtrak Dispatch. Security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. The Security Officer will patrol the Facility bath in the vehicle and on foot to inspect all parts of the facilities for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. In addition, the Security Officer will be responsible for unlocking and locking the restrooms, checking on the well-being of passengers and assisting any passenger requiring assistance. The Security Officer will maintain a daily logbook, recording all instances that may be of interest to supervisors or the City's Contract Officer. The Security Officer will also report safety hazards, malfunctioning equipment and other such matters in the daily logbook. A copy of the daily logbook shall be sent to at the end of each shift to the City's Contract Officer or his designee. The Security Officer shall complete a "Incidence Report' to be provided to the Contract Officer or his designee at the completion of the shift for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting violations or suspicious activities or who's conduct on City property may voluntarily or involuntarily warrant response from the Security Officer. The Incidence Report shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made. "Contractor shall provide ongoing security to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week: 9:50AM West Bound 11:OOAM East Bound 3:OOPM West Bound 3:30PM Last Bound 5:45PM West Bound 8:45PM West Bound 9:OOPM Last Bound 1:55AM East Bound Contractor shall be on site at the 'train station during each scheduled and actual bus arrival/departure and ensure that bathrooms are unlocked and relocked. Contractor shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer and all necessary supervision needed to patrol/monitor/report activities. Security coverage will be provided for each scheduled and actual bus arrival and departure at the Facility as provided. Contractor understands that the term 'actual bus arrival" does not mean the same as "scheduled bus arrival° and that scheduled bus arrivals and departures 22 frequently deviate from actual bus arrivals and departures. It is the Contractor's responsibility to contact Crucero Dispatch to ascertain the dates and times of actual bus arrival. The Security Officer will maintain a daily logbook, recording scheduled and actual arrival and departure dates and times, and all instances that may be of interest to supervisor's or the City's Contract Officer. The Security Officer shall complete an "Incidence Report" to be provided to the Contract Officer or his designee that includes all bus service incidences in the same manner as the train service under the existing agreement. 23 EXHIBIT "B" SPECIAL REQUIREMENTS Section 5.3 The requirements of Section 5.3 for a Performance Bond are hereby waived. Section 7.7 The requirements of Section 7.7 for Liquidated Damages are hereby waived. 24 i EXHIBIT "D" SCHEDULE OF PERFORMANCE Term: The term of this contract is for three (3) years commencing The City reserves the right to extend this contract for two additional 1-year periods, subject to acceptable performance by the Proposer. At the end of any contract term, the City reserves the right to extend this contract for a period of up to sixty(60) days for the purpose of getting a new contract in place. The Contract will commence on the date of the Notice to Proceed. The City reserves the right to terminate this agreement by providing a written "Notice of Termination" to Contractor at least thirty(30) days prior to the date of termination specified in said Notice. Schedule of Performance: Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. For the purposes of this contract, security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. Contractor shall provide patrol services in conjunction with Amtrak's arrival schedule at the station. Schedule of Performance: Services at the Palm Springs Train Station shall be provided seven days per week unless otherwise noted as follows: 9:50AM West Bound 11:OOAM East Bound 3:OOPM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:OOPM East Bound 1:55AM East Bound 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. 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. 26 1 PALM REQUEST FOR PROPOSAL (RFP 09-10) N FOR o Un-Armed Security Services at the Palm Springs Train Station �4r-asH� ADDENDUM NO. 1 The City has received the following questions and is hereby providing answers thereto: RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Who currently is providing services? A 1 Maxwell Security Services Q 2: Are they eligible to re-bid? A 2. Yes Q 3: What is the current wages and/or billable per hour rate? A 3: The total compensation is currently billed at$Z900.00 permonth Q 4: How Many hours per week are billed currently? A 4: See answer to question #2 above and reference the Schedule of Performance as required in the RFP document. Q 5: Could you clarify the expected hours of operation. A 5: Please reference the bottom of Page 2 and the top of page 3 in the RFP Document that states the following: Services Required for the Palm Springs Train Station: Security Coverage will be typically provided an Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. Security coverage is to begin one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. In addition to the Train Station schedule the Contractor shall provide an ongoing security officer to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week. 9,50AM West Bound 11:00AM Past Bound 3:00PM West Bound 3.30PM East Bound 5:45PM West Bound 8.'45PM West Bound 9:00PM East Bound V55AM East Bound Q G: Confirm the benefits it any are offered and the amount. A 6: The City provides no benefits as the officers are NOT City employees. Q 7: Are all current officers eligible for transition to a new vendor? Would you like us to retain any officers contingent upon their passing our hiring requirements? A 7. The City does not make this decision on behalf of the current officers. You would need to contact them in the event a new vendor is awarded this contract Q 8: Is driving required for the site? If so , indicate the schedule time(s). A 8: This information is already provided on page 3 of the RFP document. Q 9: What equipment is required? If equipment is necessary indicate equipment (Le.- cell phone, radios, and flashlight). A 9: The vendor must provide communication equipment to the officer so that they may report any emergencies to their dispatch, or if appropriate, the Police. The vendor shall provide the appropriate equipment to the officers as per best practices and industry standards. Q 10: What access control system is currently in place? A 10: NONE Q 11: Any addendums? A 11: Addendums will be posted to the City website forpublic access. Q 12: The following questions are general questions that should- be asked while attending a Bid Conference- A 12: Theme is no bid conference or walkthrough. Please see page 3 of the RFP document. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Lei nn lleno Procurement Specialist II DATE: December 22, 2008 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your proposal Failure to acknow¢ed e_this Addendum_may_result_in yourproposal bgingdeemed non_responsiye---_--_--_--_--- Attached on the following pages please find the following forms in which are to be included in your RFP submittal for your document information: CITY OF PALM SPRINGS, CALIFORNIA REFERENCES FOR REQUEST FOR PROPOSAL, NO. 09-10 LIST THREE (3) GOVERNMENT OR PRIVATE ENTITIES FOR WHICH YOU CURRENTLY PROVIDE UNARMED SECURITY SERVICES. OFFEROR IS REQUIRED TO SUPPLY THE FOLLOWING INFORMATION. ADDITIONAL SHEETS MAY BE ATTACHED, IF NECESSARY. 1. NAME ADDRESS CONTACT PERSON TYPE OF FACILITY CONTRACT DATES TELEPHONE 2. NAME ADDRESS CONTACT PERSON TYPE OF FACILITY CONTRACT DATES TELEPHONE 3. NAME ADDRESS_ CONTACT PERSON TYPE OF FACILITY CONTRACT DATES TELEPHONE CITY OF PALM SPRINGS, CALIFORNIA PROPOSAL SHEET FOR REQUEST FOR PROPOSAL, NO. 09-10 Proposers shall fully complete this Proposal Sheet and return it with their submittal. All proposal costs shall include respective itemized costs associated with all labor, equipment, materials, transportation, overheard, travel, profit, insurance, sales and other taxes, licenses, incidentals and all related costs necessary to provide Security Services for the City of Palm Springs Train Station. At any time, the City may require that these costs be itemized. Additionally, Proposer shall include with their proposal, an itemized "Fee Schedule," in conjunction with this Proposal Sheet. TOTAL NOT-TO-EXCEED FEE to provide Train Station Un-Armed Security Services for the City of Palm Springs as required by Request for Proposal number 09-10: g (Per Month) TOTAL NOT-TO-EXCEED FEE in words Proposer's Signature Company Name Printed Name Date Title Each proposal should be identified on the outside of the packet as "Un-Armed Security Services for the City of Palm Springs Train Station." i PALM hjASP REQUEST FOR PROPOSAL (RFP 09-10) FOR Un-Armed Security Services at the Mgr FORK " Palm Springs Train Station ADDENDUM NO. 2 The City has received the following questions and is hereby providing answers thereto: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL RFP DOCUMENTS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Does the City of Palm Springs currently supply a vehicle or is that something we need to include in our pricing? A 9 The City does not provide a vehicle for security service. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Ye' h nn IkV Procurement Specialist II DATE: December 30, 2008 ADDENDUM ACKNOWLEDGMENT.- Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 2 is required by signing and including the acknowledgment with your proposal. Failure to acknowledge this Addendum may result in your proposal being deemed non-responsive. C Request For Proposal #09-10 Section A: Firm Qualifications A-1 MAXWELL SECURITY A-2 Fritz Maxwell A-3 We have been providing Security Services in the Coachella Valley for the past 14 years. We currently provide gated security for the Coachella'Valley Water District, do lock ups and patrols for the aerial Tramway and provide security for several gated communities. Section B: Cost Schedule B-1 The hourly rate for the proposed guard schedule will be $11.15 per hour B-2 Holiday rates are the same cost. B-3 The cost per year of service would be $34800.00 Section: C Proposed Work Procedures/Approach C-1 See attached schedule Each shift has an officer assigned to the Palm Springs area. With additional coverage to replace any officer that calls off his or her assigned shift. C-2 Each shift has a Watch Commander that is in charge of supervising that shift. C-3 Each employee has to complete a state accredited school for their gun permit and guard card. They also have to pass a live scan back ground check through the DOd and the F.B.T. C-4 Each employee receives an additional two weeks of training when hired. The state requires additional classes be completed during their first year as security guards. C-5 Dailey reports are faxed to Diana Shay who also has a contact number to the Watch Commander in the field. C-6 There is no rate difference for having CPR training. We have one officer who is a former EMT tech and several with CPR certificates. Section D: References WorldMark 1177 N. Palm Canyon Dr. Palm Springs, Ca 92262 (760)416-4428 City of LaQuinta 78-495 Calle Tampico LaQuinta, Ca Diane Aaker(760) 777-7019 Old Las Palmas/Old Vista Sbei➢a Cobrin (760) 325-5614 T CITY OF PALM SPRINGS,CALIFORNIA PROPOSALSHEET FOR REQUEST FOR PROPOSAL, NO. 09-10 Proposers shall fully complete this Proposal Sheet and return it with their submittal. All proposal costs shall include respective itemized costs associated with all labor, equipment, materials, transportation, overhead, travel, profit, insurance, sales and other taxes, licenses, incidentals and all related costs necessary to provide Security Services for the City of Palm Springs Train Station. At any time, the City may require that these costs be itemized. Additionally, Proposer shall include with their proposal, an itemized "Fee Schedule," in conjunction with this Proposal Sheet. TOTAL NOT-TO-EXCEED FEE to provide Train Station Un-Armed Security Services for the City of Palm Springs as required by Request for Proposal number 09-10: $ 9GO ` (Per Month) Ale TOTAL NOT-TO-EXCEED FEE in words proposer s Signature Company Name Printed Name (Date ' Title Each proposal should be identified on the outside of the packet as "Un-Armed Security Services for the City of Palm Springs Train Station" 01105109 01l05/,.09 '01106/09:0.1107/09 ;01"%08%09 01/090 '0;1'/:10/09 :01/9:1/09 07:45-16:15 MON TUE WED THU FRI SAT SUN Everett, D Field W/C W/C W/C Field OFF OFF Armstrong,H W/C Patrol Patrol Patrol W/C OFF OFF Wiswell, M Patrol Patrol Patrol Hayner,M Patrol Joersz J Patrol '�.��;�..� "i-ii .'gA�il.fiav:e•'-.{qla F:}r•-ilnyli,TS`�' * 'f—Pro 15:45-00:15 MON TUE WED THU - FRI SAT SUN Sanchez, W OFF OFF Patrol Patrol Patrol Patrol Patrol Pina, J I Patrol Patrol Patrol Patrol OFF OFF OFF Bunker, D W/C W/C W/C OFF OFF W/C W/C Magana, E Patrol OFF OFF Patrol Patrol Patrol Patrol Wiswell, M Patrol Patrol Magana, E 13:45122-15 Therm dhll 23:45-08:15 MON TUE WED THU FRI SAT SUN Villegas, A W/C W/C W/C W/C W/C Lucia, D Patrol Patrol Patrol Patrol Patrol Becerra, J Patrol Patrol Patrol Patrol Patrol Clerc, M Patrol Patrol Patrol Patrol Patrol Vang, K Patrol p , .<l,, 12:00 22:00 p ,r +r_: 11.1, ,, r, = :i' MON TUE WED THU FRI SAT SUN Yan, S Patrol Patrol Patrol Patrol Hayner, M Patrol Patrol Patrol 22:00p 08:00 a.m. Otto, T Patrol Patrol Patrol Patrol Foster, T PatrolT—P't Patrol CITY OF PALM SPRINGS,CALIFORNIA REFERENCES FOR REQUEST FOR PROPOSAL, NO. 09-10 LIST THREE (3) GOVERNMENT OR PRIVATE ENTITIES FOR WHICH YOU CURRENTLY PROVIDE UN-ARMEM SECURITY SERVICES. OFFEROR IS REQUIRED TO SUPPLY THE FOLLOWING INFORMATION. ADDITIONAL SHEETS MAY BE ATTACHED, IF NECESSARY. 1. NAME_ ADDRESS CONTACT PERSON_ ���/� TYPE OF FACILITY CONTRACT DATES 5 �� l ��_e1'�IiVrr Q TELEPHONE( �Q�r 2. NAME ADDRESS �a ti /lL� fG.J CONTACT PERSON lei 6 TYPE OF FACILITY_ ���7RJ/7D l l/i�Lo o�n i CONTRACT DAAT-ES TA_'.loiGz'/G TELEPHONE( 3. NAME 14;6 96f i 7 ��//G 6 U i ADDRESS V3 %n/!w.�ly CONTACT PERSON TYPE.OF FACILITY ( kip✓00 <�xr/l��aa�s rr✓�__-_ CONTRACT DATES 57�i f l-46T� �I�Ir?Uj TELEPHONE PALM °� 6 S6P5 REQUEST FOR PROPOSAL (RFP 09-10) " N FOR �o , Un-Armed Security Services at the p Palm Springs Train Station C�rlFOkK ADDENDUM NO. 1 The City has received the following questions and is hereby providing answers thereto. RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Who currently is providing services? A 1 Maxwell Security Services Q 2: Are they eligible to re-bid? A 2: Yes Q 3: What is the current wages and/or billable per hour rate? A 3. The total compensation is currently billed at$2,900.00 per month Q 4. How Many hours per week are billed currently? A 4: See answer to question#2 above and reference the Schedule of Performance as required in the RFP document. Q 5: Could you clarify the expected hours of operation. A 6, Please reference the bottom of Page 2 and the top of page 3 in the RFP Document that states the following.- Services Required for the Palm Springs Train Station: Security Coverage will be typically provided on Wednesday, Fdday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. Security coverage is to begin one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. In addition to the Train Station schedule the Contractor shall provide an ongoing security officer to monitor and report on activities related tc Crucero bus services at the train station, The daily bus schedule is as follows, unless otherwise specked schedules are 7 days per week 9:50AM West Bound 11:00AM East Bound 3:00PM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:00PM East Bound 1:55AM East Bound Q 6: Confirm the benefits if any are offered and the amount. A 6: The City provides no benefits as the officers are NOT City employees. i Q 7: Are all current officers eligible for transition to a new vendor? Would you like us to retain any officers contingent upon their passing our hiring requirements? A T The City does not make this decision on behalf of the current officers. You would need to contact them in the event a new vendor is awarded this contract. Q 8: Is driving required for the site? If so , indicate the schedule time(s)- A 8: This information is already provided on page 3 of the RFP document. Q 9: What equipment is required? If equipment is necessary indicate equipment (i.e.- cell phone, radios, and flashlight). A 9: The vendor must provide communication equipment to the officer so that they may report any emergencies to their dispatch, or if appropriate, the Police. The vendor shall provide'the appropriate equipment to the officers as per best practices and industry standards. Q 10: What access control system is currently in place? A 10. NONE Q 11! Any addendums? All: Addendums will be posted to the City website far public access. Q 12: The following questions are general questions that should be asked while attending a Bid Conference. A 12: There is no bid conference or walkthrough. Please see page 3 of the RFP document. BY ORDER OF THE CITY OF PALM SPRINGS,CALIFORNIA r � Lei nn t eno Procurement Specialist II DATE: December 22, 2008 ADDENDUM ACKNOW DGMENT: Proposer Firm Name: Authorized Signature• Date: Lh, 'q r Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your proposal„_Failure to acknowledge-thisAddendummayresultinyourproposal4eingdeemed,non responsive. - Attached on the following pages please find the following forms in which are to be included in your RFP submittal for your document information: CITY OF PALM SPRINGS NOTICE INVITING PROPOSALS For Providing Un-Armed Security Services for the Palm Springs Train Station (RFP 09-10) NOTICE IS HEREBY GIVEN that Request for Proposals (RFP) 09-10, for providing Un-Armed Security Services for the Palm Springs Train Station will be received at the office of the Procurement Manager, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 2:00PM local time, January 61',2009. DESCRIPTION OF WORK: The purpose of this correspondence and enclosed materials is to invite you to submit a proposal to the City of Palm Springs for the effort described in the enclosed Scope of Work for providing un-armed security services at the Palm Springs Train Station in accordance with the enclosed Request for Proposal. OBTAINING RFP DOCUMENTS AND REGISTRATION AS A PROPOSER: The RFP documents may be downloaded via the internet at www.palrnsorines-ca.aov (go to Government, Departments, Procurement, Open Bids & Proposals). If you are interested in submitting a proposal, it is IMPERATIVE that you contact Cheryl Martin, Procurement Administrative Coordinator, via email at Che I.Martin alms rin s-ca. ov or by phone at (760) 322-8373 to officially register as a Proposer for this specific proiect with your company name, address, phone, fax, contact person and email address. Failure to officially register may result in not receiving addenda to the RFP. Failure to acknowledge addenda to the RFP may render your proposal as non-responsive. SUBMISSION DEADLINE: January 6w, 2009 BY 2:00 P.M. CONTACT: Submit questions in writing only via email to: Leigh Ann Gileno, Procurement Specialist 11 Email: LeiohAnn.Gileno(a oalmspdngs-ca.aov or via fax: 760-323-8238 Deadline for receipt of questions is December 30", at 2:OOPM. PROPOSAL REQUIREMENTS. All submissions to have the Project Name(Un-Armed Security Services) and Number (RFP 09-10) with the name and address of submitting party plainly marked on the outside of the envelope. Submit original and five complete copies. Proposals received without the required number of copies may be deemed non-responsive and may not receive consideration. EVALUATION OF PROPOSALS AND AWARD OF CONTRACT: This solicitation has been developed in the Request for Proposal (RFP) format. Accordingly, Proposers should take note that multiple factors will be considered by the City in selecting the most qualified firm and awarding of the Contract. PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 90 calendar days from the due date of proposals. The receiving time in the Procurement Office will be the governing time for acceptability of Proposals. Telegraphic and telephonic proposals will not be accepted. Late proposals will be returned urippend. ed LefA0en Procurement Specialist 11 December 12, 2008 t REQUEST FOR PROPOSAL#09-10 UNARMED SECURTY GUARD SERVICES FOR THE PALM SPRINGS TRAIN STATION PART I: BACKGROUND, SCOPE OF SERVICES AND GENERAL CONDITIONS 1, INTRODUCTION AND BACKGROUND: The City of Palm Springs, is requesting proposals for Unarmed Security Guard Services to be provided at the Palm Springs Train Station. 2. SCOPE OF SERVICES: Contractor shall provide all services, supervision, uniforms, supplies, materials, and transportation necessary to provide unarmed security guard services for the City of Palm Springs. 3. Qualifications of Assigned Security Officers: The contractor agrees to be responsible for and shall provide supervision of the security officer working under this contract. The contractor shall ascertain that all of its security officers meet and abide to the following requirements: • Security Officers must be of good integrity and character. • Security Officers must be high school graduates or equivalent. • Security Officers must not have a prior criminal record. • Security Officers must have a valid driver's license. Security Officers must wear a neat and clean uniform with name tag or badge identifying the Officer at all times while on duty_ Each security officer shall clearly understand his or her specific duties and the specific limitations of their roles as security officers. Security officers shall exercise good judgment at all times and present themselves in a professional manner_ Security officers should have excellent interpersonal and verbal skills. Officers shall conduct themselves at all times in a manner that is openly helpful, courteous and welcoming towards all patrons, staff, vendors, and visitors. However, officers shall avoid inappropriate and/or excessive socializing with patrons, staff, vendors and other officers while on the premises. Officers shall not read any newspapers, magazines, or view any other type of non security related materials while on duty. Daily Reports to be Provided for Each Facility: A "Daily Activity Report" must be submitted on a standard Daily Activity Report form. The report is to include descriptions, (make, model, color and license number), and time of encounter of suspicious vehicles; descriptions of suspicious persons, including gender, and actions taken. Services Required for the Palm Springs Train Station: Security Coverage will be typically provided on Wednesday. Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. Security coverage is to begin one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. In addition to the Train Station schedule the Contractor shall provide an ongoing security officer 2 to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week: 9:50AM West Bound 11:00AM East Bound 3:00PM West Bound 3:30PM East Bound 5:45PM West Bound 8A6PM West Bound 9:00PM East Bound 1:55AM East Bound The Security Officer shall be on site at the train station during each scheduled and actual bus and train arrival/departure and ensure that the restrooms are unlocked at least one hour before the train and bus's scheduled arrival and locking it after the train and buses have departed, checking on the well-being of passengers and assisting any passenger requiring assistance. In addition, the Security Officer will patrol the Facility both in the vehicle and on foot to inspect all parts of the Facility and the adjacent grounds during the period between one hour before the actual arrival and fifteen minutes after departure for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. The Security Office will maintain a daily logbook, recording scheduled arrival and departure dates and times, actual arrival and departure times, the times the restrooms were unlocked and locked and all instances that may be of interest to supervisors or the City's Contract Officer. The Security Officer will also report safety hazards, malfunction equipment, and other such matters in the daily logbook. A copy of the daily logbook shall be sent to at the end of each shift via e-mail to the City's Contract Officer or his designee. 4. CONTRACT PERIOD. This contract shall be in effect for a three (3) year period from the date of award. The City reserves the right to extend this contract for two additional 1- year periods, subject to acceptable performance by the Proposer_ At the end of any contract term, the City reserves the right to extend this contract for a period of up to sixty (60) days for the purpose of getting a new contract in place. The Contract will commence on the date of the Notibe to Proceed. S. WALK-THROUGH OF SITE: Prospective Offerors are encourage to visit the site of the work and existing facility. The Train Station is located at 6001 Palm Springs Train Station Road, off of Indian Canyon Drive near the 1-10 freeway. It shall be the full responsibility of the Offeror to visit and inspect the location prior to submission of a Proposal. No variation in price or condition shall be permitted based on a claim of ignorance_ Failure of an Offeror to visit and inspect the location prior to submission of proposal shall constitute acceptance of all pre-existing site conditions and shall constitute a waiver of any and all future claims relating to said conditions, 6. CONTRACT ADMINISTRATOR: The Contract Administrator for the resulting Contract will be the Redevelopment Coordinator for the City of Palm Springs, or his/her designee. The Contract Administrator will act as the City's technical representative for the duration of the Contract- 3 7. PROPOSAL EVALUATION AND AWARD: This solicitation has been developed in the Request for Proposal (RFP)format. Accordingly, Offerors should take note that multiple factors will be considered by the City in awarding this Contract. PRICE WILL NOT BE THE SOLE DETERMINING CRITERION. All responsive proposals will be evaluated by a Proposal Evaluation Committee, using the following evaluation criteria: A. Firm Qualifications, Qualifications of Personnel Assigned to this Project and Experience with Projects of a Similar Size.and Scope B. Cost Schedule C. Proposed Work Procedures/Approach D. References 8, PROPOSAL CONTENTS: Offerors are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 7 above. At a minimum, Offerors must provide the information identified below. All such information shall be presented in a form that directly corresponds to the numbering scheme identified below I SECTION A: Firm Qualifications A.1 State your firm's complete name, type of firm (individual, partnership, corporation or other), telephone number, FAX number, and e-mail address. If corporation, indicate what state the corporation was organized under. A.2 State the name and title of your firm's principal officer with authority to bind your company in a contractual'agreement. A.3 Describe your firm's background and qualifications in the type of work that this project will require. SECTION B: Cost Schedule BA Identify the hourly rates for guard services to be provided for staffing the Train Station during the identified hours for the Amtrak schedule and the Crucero bus services at the train station. B.2 Identify holiday rates of pay for guard services. B.3 Estimate the total cost for one year of service. NOTE: Your proposed rates must include all travel, uniform and related expenses. SECTION O: Proposed Work Procedures/Approach 0.1 Provide a staffing plan showing the number of employees your firm will use to perform the required services. Include a strategic plan/approach for providing services including your approach to covering absenteeism and/or illness of assigned staff. C.2 Identify haw your firm will supervise the assigned personnel. 4 C.3 Describe your pre-employment procedures, i.e., security checks, police records, etc. CA Describe the training programs provided to your employees. C.5 Describe the proposed procedures/methods for City staff to coordinate with both your assigned personnel and your supervisory personnel. C-6 Indicate whether or not your employees have CPR certification. If they do, and personnel with such training are provided at a different rate than employees without such training, please provide the rates for such employees in addition to the rates provided in Section B. SECTION D: References: D_1 Identify 3 venues similar to the Palm Springs Train Station for which you provide guard services. Provide contact information including full name and phone number for each project identified. 9. DEADLINE FOR SUBMISSION OF PROPOSALS: Offeror's complete proposal shall be delivered to the Office of the Procurement and Contracting Manager, 3200 East Tahquitz Canyon Way, Palm Springs, California 92262, (760) 322-8373. PROPOSALS WILL BE ACCEPTED UNTIL: JANUARY 61h, 2009, AT 2:00 P.M., LOCAL TIME. 10.QUESTIONS: Proposers, their representatives, agents or anyone else acting on their behalf, are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this entire RFP process other than as directed below. Contact with anyone other than as directed below may be cause for rejection of a proposal. ANY questions, technical or otherwise, pertaining to this Request for Proposal must be submitted IN WRITING and directed ONLY to: Leigh Ann Gileno Procurement Specialist II 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Via FAX 9760) 323-8238 Or via EMAIL: LeiahAnn.Gileno(apalmsprings-ca.goy Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is 2:00 P.M., Local Time, December 30, 2009. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. 11. BUSINESS LICENSE: The Successful Offeror will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Cade Chapter 3.40 through 3.96, entitled "Business Tax". 5 12.INSURANCE: Contractor will be required to provide insurance as outlined in the sample contract attached hereto as Attachment"Y. 13.AWARD OF PROPOSAL: The City reserves the right to award the proposal as submitted, to accept or reject any or all proposals received, and to make multiple awards. The City also reserves the right to negotiate the scope of work, terms, and conditions of any contract resulting from this solicitation. The recommended Contractor may be required to participate in negotiations concerning the nature and extent of services to be provided. The results of such negotiations shall be incorporated into the Agreement between the City and the Contractor. Final award, if any, will be made by the Palm Springs City Council. 14.PUBLIC RECORD: Proposer's attention is drawn to the fact that all proposal documents submitted are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the proposals may be made public after the review process has been completed and a recommendation for award has been agendized for consideration by the Palm Springs City Council, and/or following award of contract, if any, by the City Council. 15.COSTS RELATED TO PROPOSAL PREPARATION: The City of Palm Springs will NOT be responsible for any costs incurred by any Respondent in the preparation or submittal of their respective proposal. 16,CONRACT SERVICES AGREEMENT. The Offeror to whom an award is made will be required to execute a City-standard Contract Services Agreement with the City, copy attached as Attachment"D". 17.PROPOSAL INFORMALITIES OR DEFECTS: The City of Palm Springs reserves the right to waive any informality or technical defect in a Proposal and to accept or reject, in whole or in part, any or all Proposals and to advertise for new Proposals, as best serves the interests of the City. 18. INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessay to determine the ability of the Proposer to perform the Work and the Proposer shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any Proposal if the evidence submitted by or investigation of such Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. 19.SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed Proposal will be interpreted to mean that Proposer has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement must be submitted with the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, terms or conditions may be considered in the evaluation process. 6 ATTACHMENT"A" RFP 09-10 Un-Armed Security Services for the Palm Springs Train Station '"NOTE: THIS FORM MUST BE COMPLETED AND INGLUDED WITH YOUR PROPOSAL SIGNATURE AUTHORIZATION NAMES OOFF�pPROPOSERIFIIRR'M:: C� r A. I hereby certify that I have the authority to offer this proposal to the City of Palm Springs for the above listed individual or company. I certify that 1 have the authority to bind myself/this company in a 6fi­fract sho 1 be successful in my proposal. ,,� SIGNATURE PRINT NAME B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful,the contract language should refer to me/my company as: An individual; A partnership, Partners' names: A company; A corporation � 2. My tax identification number is: 42� /27 �7 /o ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s) # islare hereby acknowledged. CONTRACT SERVICES AGREEMENT FOR SECURITY SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this day of , 2009, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Maxwell Security Services, Inc., (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit"A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in Iighi of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractors Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 8 1.6 Care of Work, The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement_ Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or(ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any Increase in compensation of up to live percent (5%) of the Contract Sum or $26,000; whichever is less, or in the time to perform of up to one hundred eighty(180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements, Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B' and any other provisions of this Agreement, the provisions of Exhibit"B"shall govern. 2.0 COMPENSATION 2.1 "Contract Sum. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after- (1) completion of the services to be conducted under this Agreement; (2) the City's acceptance that the scope of services described in Exhibit "A" was properly and satisfactorily performed, and (3)the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above, the total payments to be paid for the services to be provided under this Agreement(collectively, "Contract Sum")shall not exceed a total of Any invoice of services rendered to the City is to contain a complete and accurate description of all work to he charged pursuant to the invoice." 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment no later than the first(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the 9 date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3,2 Schedule of Performance_ Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference_ When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be ' extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of Gad or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section T8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 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: It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City, 10 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City_ It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or-Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. I j 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 Contractor shall submit evidence to the City such Subcontractor, the Contr y that 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. 4A 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 Contractors 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. 11 5.0 INSURANCE, INDEMNIFICATION AND BONDS. 5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, or employees. 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 may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: a) Commercial General_Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverage's for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. b) Workers' Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. c) Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. d) Emplover Liability,Insurance_ Contractor shall obtain and maintain, in full farce and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00)for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of$10,000, and the City Manager may require evidence of pending claims 12 and claims history as well as evidence of Contractor's ability to pay claims for all deductible amounts and self-Insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor pursuant to this Agreement_ 5.3.1 For any claims related to this Agreement, Contractor's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. 53.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insured's, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 None of the insurance coverage's required herein will be in compliance with these requirements if they include any limiting endorsement -chsuh tiall impairs the coverage's set forlhJlsiein (e.g., elimination of contractual liability or reduction of discovery period), unlessthe eLLdDi&ementJ]cta first been submitted tQ the 0ity Manager and agoroved.ilLw[ifina 5.3.5 Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 5.3.6 Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. 13 5.3.8 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten(10)days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. 5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. 5.4 Sufficiency of insurers. Insurance required herein 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverage's 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 No.—. or for any and all 14 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. 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. 5.6 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original, notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney, The band 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 51 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best 's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10)days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost I5 of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, Including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting there from. 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 there from. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of Its contentions by submitting a claim therefore. 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, 16 provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's 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 Riahts and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party, 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the detennination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of NONE ($ 1 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 govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of 37 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 has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorney s' 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 attorneys fees. Attorneys fees shall include attorneys fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any"default or breach by the City ar for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement, 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, In this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant_Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall fake 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. 18 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 or 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 or the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. . 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shalt 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 drganized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 19 IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA. By By City Clerk City Manager Date: Date: By City Engineer Date: APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: i By Date: Agreement No. City Attorney Date: Corporations require two notarized signatures. One signnture must be from Chairman of Hoard,President,or any Vice President The second siguatec must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. CONTRACTOR NAME: Check one Individual PartnershipCorporation ._ GG1 By e Sr store(No Signature(Notarized) - 20 CALIFORNIA ALL-PURPOSE AOKNCWLEDGI ENT state of Californian / County of L�i Ve✓7FCG� On ✓G Ku1G . 5 �0q before me, 2v,1 h�� 1<} �3er�.✓C41 I�dfx�- W� ore personally appeared rJa�ngi otepmr(s who prwad to me on fhe basis of satislwtory evidence to be the person(s)whose narna(s)Ware stbscdb to the within Instrument and acknowledged to me that (F�e7 Thray wacuted the me i hi 'r authorized CYNTHIA A%.II WI)l capadly(les),arnf that hisltl>erJiheir eignalure(�On the Commission a 1645899 Instrument the poraw(e), or the entity upon behalf of -� Notary Public-CalliomlC which the person(s)acted,mmetded the Instrument. Riverside County I certif under PENALTY OF PERJURY under tits laws My Comm.Errs res Feb 18.2010 Y of the State of California that the foregoing paragraph Is true and correct, WITNESS my hand and official seal. Signature Lf�: PWmnugryiNH Mnrt bfpiuMNl4ay'hbe ��' opnONAL 7mugh rho kricrm lion babW:snorMdmdby taW,Rmsyprom vakmue la perjos relyingon ft dowmmt sndwu(dprererdkaudulerdremova(andraeNsahmarrra7gas lwm to ermlholcbcuman[ Description of Attached Document ' Title arType aI Dooumom: w Gf7/1 C t vS 17�Nz t_r c f Ste✓ �✓/GGf boom eu CRte Num6sr of Pages Signers)Other smed AhovB: capaoity(les)Clalmedhy r(s) Slgnerr�s Nam¢ Slgnor+s Name: ❑ Individual ❑Indvidual la CorpornteOlfcar—Tlllo(s): DrBWOFRcer—TiVe(s): 13 Paster—❑Urnited ❑General ❑Part —❑LlmHed ❑Genend Q Attorney In Fact CI Attorney in at ❑ -ems Tap or Yunthme iJ-ITLL•`iea Top otllFrrcu Nn 0 Guardian or Conservator ❑Guardian or Consery + ' El Other ❑Other. ' Signer is Representing; Signer Is Represening: . Oagr rgYaolrM'vTA�dypn•o3�U�8abW.P9�4.2ADS.ame�mh,W 6131b6fot.mxxlFiwNNufery M1WOi Hmrtler:LYlmaextmova�iCT 21 EXHIBIT "A" SCOPE OF SERVICES Security ("Contractor") shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities in the Palm Springs Train Station ("Facility") located at 6001 Palm Springs Station Road according to the post orders. Security coverage will be provided on Wednesday, Friday, and Sunday based on the scheduled arrival time of the train per Amtrak Dispatch. Security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. The Security Officer will patrol the Facility both in the vehicle and on foot to inspect all parts of the facilities for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. In addition, the Security Officer will be responsible for unlocking and locking the restrooms, checking on the well-being of passengers and assisting any passenger requiring assistance. The Security Officer will maintain a daily logbook, recording all instances that may be of interest to supervisors or the City's Contract Officer. The Security Officer will also report safety hazards, malfunctioning equipment and other such matters in the daily logbook. A copy of the daily logbook shall be sent to at the end of each shift to the City's Contract Officer or his designee. The Security Officer shall complete a "Incidence Report" to be provided to the Contract Officer or his designee at the completion of the shift for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting violations or suspicious activities or who's conduct on City property may voluntarily or involuntarily warrant response from the Security Officer. The Incidence Report shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being made. "Contractor shall provide ongoing security to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week: 9:50AM West Bound 11-00AM East Bound 3:OOPM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:00PM East Bound 1:55AM East Bound Contractor shall be on site at the train station during each scheduled and actual bus arrival/departure and ensure that bathrooms are unlocked and relocked. Contractor shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer and all necessary supervision needed to patrol/monitor/report activities. Security coverage will be provided for each scheduled and actual bus arrival and departure at the Facility as provided. Contractor understands that the term "actual bus arrival" does not mean the same as "scheduled bus arrival" and that scheduled bus arrivals and departures 22 i frequently deviate from actual bus arrivals and departures. It is the Contractor's responsibility to contact Crucero Dispatch to ascertain the dates and times of actual bus arrival. The Security Officer will maintain a daily logbook, recording scheduled and actual arrival and departure dates and times, and all instances that may be of interest to supervisor's or the City s Contract Officer. The Security Officer shall complete an "Incidence Report' to be provided to the Contract Officer or his designee that includes all bus service incidences in the same manner as the train service under the existing agreement. i 23 EXHIBIT "B" SPECIAL REQUIREMENTS Section 5.3 The requirements of Section 5.3 for a Performance Bond are hereby waived. Section 7.7 The requirements of Section 7.7 for Liquidated Damages are hereby waived. 24 EXHIBIT"C" SCHEDULE OF COMPENSATION 25 EXHIBIT "D" SCHEDULE OF PERFORMANCE Term: The term of this contract is for three(3)years commencing The City reserves the right to extend this contract for two additional 1-year periods, subject to acceptable performance by the Proposer. At the end of any contract term, the City reserves the right to extend this contract for a period of up to sixty(60) days for the purpose of getting a new contract in place. The Contract will commence an the date of the Notice to Proceed. The City reserves the right to terminate this agreement by providing a written "Notice of Termination" to Contractor at least thirty(30)days prior to the date of termination specified in said Notice. Schedule of Performance: Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak_ It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. For the purposes of this contract, security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. Contractor shall provide patrol services in conjunction with Amtrak's arrival schedule at the station. Schedule of Performance: Services at the Palm Springs Train Station shall be provided seven days per week unless otherwise noted as follows: 9:50AM West Bound 11:OOAM East Bound 3:OOPM West Bound 3:30PM East Bound 5:45PM West Bound 8:45PM West Bound 9:OOPM East Bound 1:55AM East Bound 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. 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. 26 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT FOR SECURITY SERVICES AT THE PALM SPRINGS TRAIN STATION (Agreement No. A5630) THIS FIRST AMENDMENT to the Contract Services Agreement No.A5630 forsecurity services at the Palm Springs Train Station, is made and entered into to be effective on the _Z_ day of _ 2008 by and between the City of Palm Springs, a California charter city and municipal borporation (hereinafter referred to as the City), and Maxwell Security Services, Inc- (hereinafter referred to as the Contractor) (Collectively, the "Parties"). RECITALS A. City and Contractor previously entered into a contract services agreement for unarmed uniformed security services at the Palm Springs Train Station located at 6001 Garnet Station Road, which was made and entered into on February 1, 2008 (the "Agreement"). Unless extended by the Parties, the Agreement will expire on January 31, 2009. B. Section 1.8 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Contractor desire to amend the Agreement to authorize Contractor to perform additional services at the Palm Springs Train Station. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to $ection 1.1,_Exhibit_'A. of_the,Agreement, entitled "Scope of Services": Exhibit"A"of the Agreement is hereby amended to include the following additional services,which shall read as follows.- "Contractor shall provide ongoing security to monitor and report on activities related to Crucero bus services at the train station. The daily bus schedule is as follows, unless otherwise specified schedules are 7 days per week: 9:50 a.m. West bound 11:00 a.m. East bound 12:00 p.m West bound (Saturday and Sunday only) 3:00 p.m. West bound 3:30 p.m. East bound 5:45 p.m. West bound 7:00 p.m. East bound (Saturday and Sunday only) Contractor shall be on site at the train station during each scheduled and actual bus arrival/departure and ensure that bathrooms are unlocked and relocked. Contractor shall provide an unarmed uniformed security officer,the vehicle,communications equipment for the officer and all necessary supervision needed to patrol/monitor/report activities. nv2ooa 1 Security coverage will be provided for each scheduled and actual bus arrival and departure at the Facility as provided. Contractor understands that the term "actual bus arrival"does not mean the same as "scheduled bus arrival" and that scheduled bus arrivals and departures frequently deviate from actual bus arrivals and departures. It is the Contractor's responsibility to contact Crucero dispatch to ascertain the dates and times of actual bus arrival. The Security Officer will maintain a daily logbook, recording scheduled and actual arrival and departure dates and times, and all instances that may be of interest to supervisor's or the City's Contract Officer. The Security Officer shall complete an "Incidence Report"to be provided to the Contract Officer or his designee that includes all bus service incidences in the same manner as the train service under the existing agreement. 2. Amendment to Section 2.1 of the Agreement, entitled "Contract Sum": Section 2.1 of the Agreement is hereby amended in its entirety to read as follows: °Contract S_um_. For the services rendered under this Agreement, Contractor shall be compensated in accordance with the amended Schedule of Compensation set forth in Exhibit "C," which is attached hereto and is incorporated herein by reference, after: (1) completion of the services to be conducted underthis Agreement;(2)the City's acceptance that the scope of services described in Exhibit"A"was properly and satisfactorily performed, and (3) the City's receipt of an invoice thereon. Except as otherwise provided in this Agreement pursuant to paragraph 1.10 above,the total payments to be paid for the services to be provided under this Agreement(collectively,"Contract Sum")shall not exceed a total of twenty nine thousand four hundred dollars($29,400). Any invoice of services rendered to the City is to contain a complete and accurate description of all work to be charged pursuant to the invoice." 3. Amendment to Exhibit"C"ofthe Agreement. entitled"Schedule of Compensation": Exhibit "C"of the Agreement, concerning total compensation, is hereby amended to read as follows: "Total Compensation: Total compensation for services provided hereunder shall not exceed $29,400." Breakdown: Current term expires 1131/09 in the amount of$24,000 Additional Services at$900 per month, commencing August 1"(6 months) _$5,400 "Rate Schedule: For services rendered at the Palm Springs Train Station, services provided by Contractor shall be compensated at the following rates: $2000 per month for the services under the original Scope of Services. $ 900 per month for the additional Scope of Services as more fully described in this Amendment. 4. Amendment to Exhibit"D" of the Agreement, entitled "Schedule of Performance": Exhibit "Q" of the Agreement is hereby amended to include the following additional provisions: 7nr2008 2 "Schedule of Performance: Services at the Palm Springs Train Station shall be provided seven days per week unless otherwise noted as follows: 9:50 a.m. West bound 11:00 a.m. East bound 12:00 p.m West bound (Saturday and Sunday only) 3:00 p.m. West bound 3:30 p.m. East bound 5:45 p.m. West bound 7.00 p.m. East bound (Saturday and Sunday only) 7. 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. 8. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (h) 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] 7/v2ooe 3 IN WITNESS WHEREOF,the Parties have executed and entered into this Amendment as of the date first written above. "CITY" CITY OF PALM SPRINGS, ATTEST' a Califomla charter city and municipal corporation By a es Thompson, City Clerk David H Ready, City ge Manar APPROVEp A TO FORM: APPROVED BY CITY COUPICIL By_ Douglas/H. Holland, City Attorney Prepared and Reviewed by: By' --- Jo n S, ymo , Director of Community and Eoo mic Development [SIGNATURES CONTINUED ON NEXT PAGE] 7/112008 4 "CONTRACTOR" MAXWELL SECURITY SERVICES,INC., a California corporation 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 e.Secretary,Assistant Secretary,Treasurer,Assistant Treasoner,or Chief Financial Officer). G=-1 By: ---- By: S nrWa zed) Signatur d Name;21 -2- Name: Title_ Title: f�_J =14 State of State of County of iss County of Is$ On __before me, On before me, personally appeared personallyappeared personally known to me (or proved to me on the basis of Personally known t me (or proved to me on the basis of satisfactory evidence)to be the parsen(s)whose names)islare satisfactory evilnice)lobe the person(s)whose name(s)is/are subscribed to the within Instrument and acknowledged to me that subscnbed to Ife within instrument and acknowledged to me that he/shehhey executed the same In his/hernhelr aumorizUd nofsnertn executed the same in hisrtlerghek authorized capacdy(ies), and that by his/her/their signature(s) on the capaei ies) and that by his/herRheir signature(s) on the instrument the person(s),or the entity upon behalf of which the inst rent the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. n(s)acted,exewted the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal, Notary Signature: Notary Signature: Notary Seal: Notary Seal: .� -74 C > V `71 �0/ -A V Q M1zone 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 121 v e CS«-t_,__ On g a st aceos before me, lr) l C1 µ Data I th Her Irevt Name ana Tilln P011icer personally appeared Name(eof Blgner(e) who proved to me on the basis of satisfactory evidence to be the person(s� whose names) is/are-subscribed to the within instrument and acknowledged to me that he/she/1faey executed the same in his/hl authorized capacify(te&), and [hat by his/he�ir-signature(s) on the Instrument the personH, or the entity upon behalf of which the persol acted, executed the instrument. IL 1 certify under PENALTY OF PERJURY under the laws MiMM+YfrMc-CAN` I of the State of California that the foregoing paragraph is �IINAI C1111"F true and correct. WITNESS my hand and/official seal. Signature 9 0 f l Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:fJ(Y a�,&-4 f Document Date:\ . 1�f -,ry�_ Number of Pages: S Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Acl i%p Signer's Name:q:f- _ fly �,_,-z. l\ Signer's Narl Individual ❑ Individual ❑ Corporate officer—TILle(S): 5tafc e-Lj ❑ Corporate Officer—Title(s): fl Partner-7 Limited rl General _ _ _ fl Partner-7 Limited rl General 7 Attorney in Fact - fl Attorney in Fact c • - ❑ Trustee Tnn of rnumn here ❑Trustee Ton of tlnlmo here ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: n2oPf National Notary Amoclatlon•o35o Do Soto Aw PC Pox 2402•Chatswonh CA 51313-2402--NatlonalNmaryorp Imm45307 Reorder Call Toll-Free 1+800-876-6527 CONTRACT SERVICES AGREEMENT FOR SECURITY SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this <)hs-E day of , 2005, by and between the CITY OF PALM SPRINGS, a municipal corporation, (therein "City") and Maxwell Security Services, Inc., (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes penalties or interest levied,assessed or imposed against City hereunder. 1.5 Familiarily 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 underthis 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. t 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/orother 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 underthis 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 Officerto the Contractor, incorporating therein any adjustment in(i)the Contract Sum,and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to rive percent (5%) of the Contract Sum or $25,000;whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically setforth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Four Thousand Dollars,($24,000.00)(herein "Contract Sum"),except as provided in Section 1.8. The method of compensation may include: (i)a lump sum payment upon completion, (H) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st)working day of such month, Contractor shall submit to the City in the form 2 approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 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 Maleure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Fritz Maxwell, President It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City- 3 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 Subcontractinq 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 twentyfive percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available,to persons cr 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 62. 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 anyway 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 anyjoint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 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: 4 A. Minimum Scope of Insurance Required 1. General Liability Insurance is required whenever the City is at risk of third-party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. 2. Automobile Liability Insurance is required only when vehicles are used by a contractor, vendor or service provider in their scope of work or when they are driven off-road on City property. Compliance with California law requiring auto liability insurance is mandatory and can not be waived. 3. Workers' Compensation and Employer's Liability Insurances is required for any contractor, vendor or service provider that has any employees at any time during the period of this contract. Contractors with no employees must complete a Request for Waiver of Workers' Compensation Insurance Requirement form. 4. Errors and Omissions coverage is required for licensed or other professional contractors doing design, architectural, engineering or other services that warrant such insurance. B. Minimum Limits of Insurance Coverage Required Under$25,000 Limits TBD by Risk Manager Over$25,000 to $5,000,000 $1 Million perOccurrence/$2 Million Aggregate Over$5 Million Limits TBD by Risk Manager Umbrella excess liability may be used to reach the limits stated above. C. The following general requirements apply: 1. Insurance carrier must be authorized to do business in the State of California. 2. Insurance carrier must have a rating of or equivalent to B++, VII, by A.M. Best Company. 3. Coverage must include personal injury, protective and employer liability. 4. Certificate must include evidence of the amount of any deductible or self-insured retention under the policy. 5. Contractor's general liability and automobile insurance coverage must be primary and non- contributory over any insurance the City may maintain, that is,any such City insurance shall be excess to limits stated in the certificate. D_ Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto LiabilitV Endorsement Form for the CitV 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 a specific contract" 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 mayhave"("as respects a specific contract"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 5 obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. See Example A below. 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. See Example B below. In addition to the endorsements listed above,the City of Palm Springs shall be named the certificate holder on the policy. All certificates 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 contractors obligation to provide them. E. Acceptable Alternatives to Insurance Industry Certificates of Insurance: • A copy of the full insurance policy which contains a thirty (30) days' cancellation notice provision (ten (10) days for non-payment of premium) and additional insured and/or loss- payee status, when appropriate, for the City. • Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval 6 F. Endorsement Language for Insurance Certificates CANCELLE BEFORE IRATION Example A: ISSUING NSDURER WILL THE ^RR�9 MAIL DAYS*IWRIT E H OVE REFERENC E THEREOF, THE - 30 TEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT r ^ •RE Tn r z•CIIT^T�nTi� r]' rn -BLIGATION ORL T A nTT TW—OF Ate-"a,Y Tam IUPQ'9 U4E TINS R4 R, TTC A -OR REP -T-A-4VEF. *The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium. " "IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVE S Example B: THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO." G. Alternative Programs/Self-Insurance. Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, off-shore carriers, captive insurance programs and self-insurance programs as verification of insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a determination that the program provides sufficient coverage to meet the City's requirements. The City has recentlyjoined SPARTA(Service Providers&Artisans Trade Activities Program)to accommodate smaller contractors and service providers who have difficulty in meeting the City's insurance requirements. The SPARTA Program offers a general liability program that provides the $1 million limit and, upon request, will also provide auto insurance with the $1 million limit (only in conjunction with the purchase of general liability insurance). SPARTA is only available during the time your company is under contract with the City. Insurance is provided on a per project basis and is overseen by the Municipality Insurance Services, Inc. Essex Insurance Company provides coverage and is an A++ rated company. There is a 24-hour response time and coverage is immediate. A quote may be obtained by calling 1-800-420-0555 or online at www.2soarta.com . Type of work covered: • Personal services contracts; • General contractors and their subcontractors (certain specialty trades excluded); • Consultants; and • Providers of Good 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 7 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 bythe City Manager to the City Council of Citywithin ten(10) days of receipt of notice from the City Manager. 5.5. Indemnification. 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 officers,council members,officials, 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,orwillful 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, orwillful misconduct of the City, its officers, council members, officials, employees, or agents. Contractor shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Contractor shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Contractor is named as a party to the Claim proceeding. The determination whether Claim "may arise out of, pertain to, or relate to Indemnified Claims"shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. In the event a final judgment, arbitration award, order, settlement, or other final resolution expressly determines that Claims did not arise out of, pertain to, nor relate to the negligence, recklessness,or willful misconduct of Contractor to any extent, then City shall reimburse Conttractor for the reasonable costs of defending the Indemnified Parties against such Claims, except City shall not reimburse Contractor for attorneys' fees, expert fees, litigation costs, and expenses that were incurred defending Contractor or any parties other than Indemnified Parties against such Claims. Contractor's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder 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. s 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and,if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records, Such records shall be maintained for a period of three(3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees,subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement,and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer_ 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as 9 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 maybe necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing orfailing 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 existwhich shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of NONE ($ ) 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 govern any termination of this Agreement except as specifically provided in the following Section fortermination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty(30)days'written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the 10 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 has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys'Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 6.1 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 anyfinancial interest,direct or indirect, in this Agreement nor shall any such officeror employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color,creed, religion,sex,marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration:Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability- In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(1)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (III) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said parry is bound. 12 IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA. ?B B City Clerk City Manager Date: �3��`���� Date: / z APPROVED BY CITY MANAGER Mt To Exceed $ 'A ✓ithout The ExpresF 'sten nkZ r -Manager. Of The City -Mager APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: / By �i �✓ � Date: Agreement No. Ci# Attorney Date: ®/•3Z Of Corporations require two notarized stgnamres. One signature muse be from Chairman of Board,President,or any Vice President. The second signature must be from the secretary, Assistant secretary, Treasurer, Assistant Treasurer, or Chief Financial officer. CONTRACTOR NAME: %Ll4�<G-S Y�,Check one_Individual_Partnership 1� 1poradon 3570.r- L114 AI9Lcl-- Iy-c K i �'rrr• ff��as r�r�h�yr� Address By , f ��fj, ; <' BY dre; Uai' ed) ✓ SE u>c�ofdrizcd 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT aranacari+lea.ac ,. .�A'?x.�-C�a,"�2'"'d�"�,aac;aafz,.:�ncva,n.—rze State of California County County of r / }l I On 1 3 % / 06 before me, /`"�%��-I fin C7U LC7LD,L L /i.C'J-7ct�I L/ r�Z I] pvp IA wwn Nrt Ara TIN III ma OGlcor t M personally appeared A pizm;kq c151gnajv) who proved to me on the basis of satisfactory evidence to be the person('whose name lslare subscribed to the within instrument and acknowledged to me that helshahhepexecuted the same in hisHierfifiair authorized MART LYNN BOSWELk capacity(ies} and that by his laerkkeir sicJnaufe(aj�on the COMM,*1570678 x instrument the person0j or the entity upon behalf of a NOTARY PUBLIC•CALIFORNIA which the i acted,eXeculed the instrument RIVERSIDE COUNTY Commission iresAPR18,2(109 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea a l. Signature;! /` F- vla5e M1a1T.y 5B3I:.pyuo 9i 5N,eUNou�nJ TLb"L OP770NAL Tnoagh me intormhon Dulow is not requlrod by talu,R trray ptpvo v jualfv!o persons ratying on the dwvu ut and could prevenF IniudLtvnt r oMi and rBAded[mant o;this loan to another dGeMent. Description of Attached Document Title or pe of Docume t: t d 4-n �C�i✓'(.Il c � "- .Q.9'1/1:e Occurrent Date: l 3 - Number of Pages //7 Signer(s)Other Than Named Above: Capacity(ies)Claim by Signer(s) Signer's Name; I Y )� 2��-t- Signers Name: Cl Individual ❑Individual (�Corporate Offlcer—Titl'e(s): z5 &C-1 ❑Corporate Officer—Tiue(s): U Partner—ID Limited ❑General -_-- ❑Partner—❑Limited ❑General -- C7 Attorney in Fact • • ❑Attorney in Fact - D Truslee 'dip rat tlwmb rate C Trustee Top of 11wra hero C] Guardian or Conservator ❑Guardian or Conservator [J Other ❑Other-. �.--.-... Signer Is Representing: I Signer Is Representing: O'lllOT 11Al=I Newry Arcvdvhn-ft3s0a Sam/wo- Fn]32�02-vrvn:.N¢Y&Jallo:eryo,p trm M'uS0] nM1a�tler.Ca Tall-Frcct&IDH70.°� 13 EXHIBIT "A" SCOPE OF SERVICES AND COST Maxwell Security ("Contractor") shall provide an unarmed uniformed security officer, the vehicle, communications equipment for the officer, and all necessary supervision needed to patrol/monitor/report activities in the Palm Springs Train Station ("Facility") located at 6001 Palm Springs Station Road. Security coverage will be provided for each scheduled and actual train arrival and departure at the Facility as provided in this Scope of Work. Contractor understands that he term "actual train arrival" does not mean the same as "scheduled train arrival" and that scheduled train arrivals and departures frequently deviate from actual train arrivals and departures. It is the Contractor's responsibility to contact Amtrak Dispatch to ascertain the dates and times of actual train arrival. The Security Officer will be responsible for unlocking the restrooms at least one hour before the train's scheduled arrival and locking it after the train has departed, checking on the well-being of passengers and assisting any passenger requiring assistance. In addition, the Security Officer will patrol the Facility both in the vehicle and on foot to inspect all parts of the Facility and the adjacent grounds during the period between one hour before the actual arrival and fifteen minutes after departure for the purpose of detecting and preventing individuals or groups from committing acts that are illegal or injurious to others or to the property. The Security Officer will maintain a daily logbook, recording scheduled arrival and departure dates and times, actual arrival and departure times, the times the restrooms were unlocked and locked, and all instances that may be of interest to supervisors or the City's Contract Officer. The Security Officer will also report safety hazards, malfunctioning equipment, and other such matters in the daily logbook. A copy of the daily logbook shall be sent to at the end of each shift via email to the City's Contract Officer or his designee. The Security Officer shall complete a "Incidence Report" to be provided to the Contract Officer or his designee at the completion of the shift for any contact initiated by the Security Officer against unauthorized parties or involving customers who may be reporting violations or suspicious activities or who's conduct on City property may voluntarily or involuntarily warrant response from the Security Officer. The Incidence Report shall also be completed even when reported activity involves response by the Palm Springs Police Department to further document the circumstances and confirm that a Police Report is in the process of being '9 A 7- 01- - (V"4;: EXHIBIT "B" SPECIAL REQUIREMENTS Section 5.3 The requirements of Section 5.3 for a Performance Bond are hereby waived. Section 7.7 The requirements of Section 7.7 for Liquidated Damages is hereby waived. 15 EXHIBIT "C" SCHEDULE OF COMPENSATION Contractor agrees to provide the services described herein for a fixed not-to-exceed price of$2,000 per month. Additional services performed by Contractor not included in this agreement,will be billed at a time and expense basis.Additional services performed by Contractor must be approved and in writing by City prior to commencement of such work. In no event shall Contractor's total billings, including any additional services requested by City, exceed$24,000 without priorwritten approval of City. Total compensation shall not exceed $24,000. 17 EXHIBIT 'D" SCHEDULE OF PERFORMANCE Term: The term of this contract is for one year commencing February 1, 2008. The City reserves the right to terminate this agreement by providing a written "Notice of Termination"to Contractor at least thirty (30) days prior to the date of termination specified in said Notice. Schedule of Performance: Security coverage will be typically provided on Wednesday, Friday, and Sunday of each week based on the train schedule as provided by Amtrak. It is the contractor's responsibility to contact Amtrak Dispatch to ascertain the actual arrival of the train. For the purposes of this contract, security coverage begins one hour prior to the train's scheduled arrival and ends 15 minutes after its departure from the Facility. Contractor shall provide patrol services in conjunction with Amtrak's arrival schedule at the Station. 18