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Home My WebLink About05550 - ELLIS ENTERPRISES BUILDING MAINTENANCE SVCS AIRPORT WINDOW CLEANING Kathie Hart From: Mark Jucht Sent: Friday, March 06, 2015 4:30 PM To: Kathie Hart Subject: Re: A5550 Ellis Enterprises (Window Cleaning Services at Airport 3-years w/2 one-year options) Yes, -MarkJucht On Mar 6, 2015, at 4:28 PM, "Kathie Hart" <Kathie.Hart@palmsprinas-ca.eov>wrote: This agreement expired in 2010. OK to close? kp Kathie Hart, MMC Chief Deputy City Clerk <image0at.png> City of Palm Springs (760)323-8206 3200 E. Tahquitz Canyon Way :-4 (760) 322-8332 Palm Springs, CA 92262 L� Kathie.Hart@PolmSpringsCA.gov City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays. t i I CONTRACT SERVICES AGREEMENT CITY OF PALM SPRINGS THIS CONTRACT SERVICES AGREEMENT (herein "'Agreement"), is made and entered into this �� day of V� W , 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Ellis Enterprises, Building Maintenance Services (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity_) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services_ In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit"A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material Inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes 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 Propos,al. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. I 1.3 Compliance with Law. All services rendered hereunder.shall be provided iin 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. t ,Vim,` •: vs`. " l'il'�N'7 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 awn 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(H) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 1.9 SP ecial Recluirements. 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 i hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of sixty seven thousand eight hundred thirty three dollars ($67,833.00) for the initial 3 year term, (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. 2 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 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($) 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 perlod(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 i 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: Dave Petrie: Director of Services Management It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder_ For purposes of this Agreement, the foregoing principals may not be 3 replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Offcer_ 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 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 frve percent (25%) of the present ownership andfor 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 i 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 if 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 Insurance. The Contractor shall procure and maintain, at its sole cast and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs, its officers, employees and agents as additional insured. An additional Insured endorsement is required as evidence of such coverage. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance.Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B", All of the above policies of insurance shall be primary insurance. (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5A to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City_ The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is dtherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to 5 perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. f 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager, 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the 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 6 and, if Contractor is providing design services, the estimated increased or decreased test estlmate 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 (a) 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 AGIREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California- Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party- provided that if the default 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 parry'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 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 parry, 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 partys 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 sixty (60) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon one hundred twenty (120)days'written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3- In the event the Contractor s I has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 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 extant 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 he 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 an 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. 9 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. Sox 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, (H) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGES) i 10 I ' IN WITNESS WHEREOF, the parties have executed and entered into,this Agreement as of the date first written above. -- ... CITY OF PALM SPRINGS ATTEST: a municipal corporation By- Clerk, ��7�f'� zQ� City Manager APPROVED 10 FORM: APPROVED BY CITY COUNCIL / r City Attor¢ey CONTRACTOR: Check one:_Individual_Partnership_Corporation Corporations require two notarized signatures: One from each of the fallowing: A.Chairman of Board,President,or any Vice President:AND B.Secretary,Asslstanl Secretary,Treasurer,Assistant Treasurer,or Chlef Flnand fflcer)- By: Signature(notarized) �rgnature(notarized) Name:A.r T IF _ Name: Y150 Tide: CIN�Z I._ V- r v., Title: 3Sis .n / rGCYS c1 F"e Address: t %"' SS_3 Address: © &S State of C L f f State of `\y l County at s Couunnty�o�- a )sssn ` On aLL� T c�-� 2-U07 before me, Crl �)b.coiefore me, N\�VtQLS4(At�lk � T 1,1�6�1L - � er rally `` appeared personally appeared Q Itd rott0h persooslLy-kAewFl �i 4&4kne(or proved to me on the basis k Ctory evidence) fa-ioe(or proved to m� m the basis or Satisfactory evidence) to be the personN whose naee subscr ad to the to be the person whose namGa�ac�r, subs ed M the within Instrument and arlmewledgod th me tlta dhQ within instrument and arJcnowtedgeci-fpme di1 ,lshg(th executed Ihqq��same ]rQ't19((tlglr authorlYed ra a executed th same 7 it auftrged rapacityti 1 and that b5(_ttj�lnAr(ttt�r slgnaturejs.) on the Instrument the and that hl n°iC signalur an the instuement the perwrIN, or a entity upon behalf of which the person person or or o entity upon behalf of which the person acted,executed the instrument acted,executed the Instrument. WITNESS my hand and offielal Seal. WITNESS my hand /and �official seal. Notary Signature- 1 V \ �'��AY� _ Notary Signature: 5� n . Notary Seal: Notary Seal- �;�_,,,�• M.DUMGAN ;• COMM.tf153934a :Y •...,;,: COMM.8153e3A9 m w . Notary Pll6pc•gllfprnia N [ Notary Public-California [il W - LOS ANGCLES COUNTY LOS ANGELM COUNTY ,11 My Comm,Exp.Oec 70,406 My Comm.Exp.ooc 30,2005 EXHIBIT"A" SCOPE OF SERVICES CITY OF PALM SPRINGS A. General Description: This Scope of Services describes the requirements for window cleaning at Palm Springs International Airport. The Airport has recently expanded, adding a Regional Jet Terminal facility to the existing Main Terminal and Bono Concourse. Combined, there is approximately 200,000 sq. ft. of floor space in total. The buildings contain substantial amounts of both tempered and un-tempered glazing, on the ground level as well as on the second story "concourse" and "mezzanine" levels_ Regular cleaning of interior and exterior window surfaces is necessary to the ongoing operation of the Airport. B, General Re uiromenis: All glazing specified in this Contract shall be maintained in accordance with the schedule of performance. Compliance with the performance of this work is the sole responsibility of the CONTRACTOR, and shall be ensured by inspections of the WORK by a representative of the CONTRACTOR and the CITY. The CONTRACTOR shall coordinate mutually agreeable inspection times with the CITY Representative. C. Services: Window cleaning services shall be provided for all glazing included in the Schedule of Performance, including automatic doors, with the exception of tenant leasehold areas, which are excluded from this contract. All window cleaning shall be performed such that glazing is left clean, free of dust, foreign matter, smudging, streaking and spotting. CONTRACTOR shall use de-ionized water in the performance of window cleaning- D. Special Inspections: A special inspection with the CONTRACTOR may be requested at any time by the CITY Representative. Following a mutually agreed upon time for the inspection, any discrepancies noted shall be corrected within the following 411 hour period. E. Square Footage: Any measurement of the amount of glass surface area to be cleaned shall be the sole responsibility of the CONTRACTOR. F. Pre-Existing Conditions: Within certain zones, substantial water staining of glazing has occurred over time. The CONTRACTOR will not be responsible for removal of such existing water staining under the scope of this Contract. The CITY Representative however, may request such work as an addition to the Contract, should it become desirable to do se at an additional cost to be negotiated separately. G. CONTRACTOR Staff Conduct: All Contractor representatives and employees shall maintain excellent conduct with regard to the general public, and City officials and employees. Any offensive behavior displayed by any representative of the Contractor may be cause for contract termination. All Contractor representatives are prohibited from the City premises while under the influence of alcohol or controlled substances. H. SPECIFIC WORK ZONES, TASKS AND SCHEDULE: As fully defined in Exhibit "Y' = Schedule of performance 12 EXHIBIT"B" SPECIAL REQUIREMENTS CITY OF PALM SPRINGS A. SECURED ACCES_S_IWORK AREAS 1. The areas in which work is to be performed are considered secure areas in accordance with Federal Aviation Administration security guidelines. The contractor must comply with all of the following security related procedures/conditions. a. Employment History: Prior to commencement of the Services of the Contract, the successful contractor will be required to submit a letter authorizing an individual(s) to approve the issuance of Security Information Display Area (SIDA) badges. All contractor personnel designated to receive SIDA badges are required to complete a fingerprint based Criminal History Records Check (CHRC) prior to authorization for SIDA area training- b. Employee Security Badges, All contractor personnel who access the Airport SIDA area must obtain, and conspicuously display on their person at all times, an Airport issued security identification badge. The appropriate badge may be obtained at the Airport Operations Control Center located in the terminal building. A $25.00 fee is required for each fingerprint CHRC check, and a $35.00 processing fee for each badge. All SIDA badges remain the property of the Airport and. shall be surrendered to Airport Operations upon completion of contract. To obtain a SIDA badge, each contractor employee must have satisfactorily undergone the fingerprint CHRC and successfully completed required 2 hour training on airport,security. Attendance of the class and issuance of the security identification badge may take longer than two (2) hours per person. Airport SIDA forms are available on the internet at: bttp;/Iwww.paimspringsairport.com/ops�_security.htmI c. Site Access: Access to SIDA shall be through Perimeter Gate 15. unless otherwise arranged with Airport Operations. Access to any SIDA area will be permitted only for SIDA badge personnel or for personnel under escort by a SIDA badge contractor employee. No deviations from any security measure will be permitted, d. Vehicles and Equipment; All licensed vehicles operated on the Airport property are required to have conspicuously displayed in the windshield a vehicle permit issued by Airport personnel. This vehicle permit shall hold the Contractor responsible for both the vehicle and all personnel within the vehicle while on Airport property. i. Procedures to Obtain an AOA Vehicle Permit The Airport requires a separate "Authorization Signature Letter" to be on file for each company requesting AOA Permits. The letter must have at least one individual who is authorized to request ID badges for your company. We prefer that you include only management or supervisors on this letter. A sample form is available by visiting the Airport Permitting Office or e-mailing Airport Operations at VIP(d)palmspnngs-ca.gov. .Please submit your letter with "original"signatures_ 13 An AOA Vehicle Permit request form must be submitted each time you are requesting vehicle permits. More than one vehicle may be listed with each request, and the form will require the following information: Vehicle make, vehicle type, color, year, and license number. A sample form is available by visiting the Airport Permitting Office or e-mailing Airport Operations at VIP(opaimsorinas-ca qov. An information package is also available for reference. All vehicle permit fees must be paid at the time of issuance. e. Identification: Each employee obtaining SIDA access shall at all times display on their person the SIDA badge while in the secure area. Additionally, all personnel shall wear Contractor supplied uniforms at all times during the performance of this work. Contractor's supervisory staff may wear identification badges in lieu of uniforms. 13. 5.3 Performance Bond. The requirements set forth in section 5.3 for Performance Bond is hereby waived. I 14 EXHIBIT "U COMPENSATION CITY OF PALM SPRINGS Responding to Invitation for Bids No. 07-05 for providing Window Cleaning services for the Palm Springs International Airport, the undersigned bidder proposed and agreed to provide the services and work in accordance with the specifications. LOCATION: 3400 E. TAHQUITZ CANYON WAY QUARTERLY. Yearly Zone A: Baggage Claim $ 187.50 x 4= $ 750.00 All exterior glass All interior glass, except Tenant Zone B: Main Terminal QUARTERLY All interior/exterior ground $ 343.75 x 4= $ 1375.00 level glass (excluding restaurant f glass), inc. all Checkpoint glass f All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, $ 2350.00 x 2= $ 4700.00 office area glass Zone C: Ticket Wing: QUARTERLY I All interiorlexterior glass $ 362.50 x 4= $ 1450.00 Zone D: Operations Offices, TSA Offices SEMI-ANNUALLY All interior/exterior glass $ 412-50 x 2= $ 825.00 Zone F: Phase 2A QUARTERLY All exterior glazing $ 425.00 x 4= $ 1700.00 Zane G. Phase 2A QUARTERLY All Concourse glazing, int./ext. $ 550.00 x 4= $ 2200.00 Concourse SEMI-ANNUALLY All upper glazing, interiorlextedor $ 2900.00 x 2= $ 5800.00 Zone J: Regional Jet Terminal QUARTERLY All interior/exterior glazing $ 493.75 x 4= $ 1975.00 Customs, VIP, GTC SEMI-ANNUALLY All interior/exterior glazing $ 918-00 x 2= $ 1836,00 Annual Total: $ 22,611.00 15 Prices to remain firm for initial contract period of (3) three years. Two (1) one year renewal options may be exercised upon mutual consent of the City and the Contractor. The unit prices for the optional renewals shall be adjusted (decreased or increased) at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S, Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. Invoicing: The Contractor will submit an itemized invoice quarterlyl semiannually listing separately each of the zones listed. The invoice shall be accompanied by receipls, dated and signed by a City employee, verifying the work was done. Invoices end receipts will be submitted to the Contract Administrator for approval. Billings must reference the purchase order number and shall indicate the unit (contract) price. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the vendor are authorized. It shall be the vendor's responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. I 16 ...... . EXHIBIT V' PERFORMANCE SCHEDULE CITY OF PALM SPRINGS A. Term of Contract: The term of this Contract will be for (3) three years from date of award, with two (2) one (1) year renewal options upon mutual consent of the Contract Administrator and the Contractor- 1. Option to Renew: At the sole discretion of the City, the Contract may be renewed for two additional years or any portion thereof. If the City exercises its option to extend, the unit prices shall be adjusted (decreased or increased)at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. B. Time of Service: Services shall be performed Monday through Friday, between the hours of 6:30 A.M. and 5:00 P.M., except as authorized by the City Representative. Due to the on-going nature of Airport operations, Contractor shall coordinate all work scheduling with the City Representative in advance. Every effort shall be made by the Contractor to . perform services in Terminal zones at such times as will avoid any inconvenience to Airport customers, staff and operations. Services shall not be scheduled on normal City employee holidays. C- Schedule of Work_ Contractor shall furnish to the City Representative a detailed work schedule meeting the Contract requirements- The work schedule shall indicate the number of personnel required and the estimated time to accomplish the work. The schedule shall be kept throughout the duration or the Contract, and shall be modified and re-submitted to the City Representative upon request. Any work to be performed outside of the schedule shall be approved by the City Representative prior to occurrence. D, Work Zones: Window cleaning is required in each Airport Terminal Building Zone at the frequencies specified below: Zone Description Frequency Zone A: Baggage Claim All exterior glass QUARTERLY All interior glass, except Tenant Leasehold interior glass Zone B: Main Terminal All interior/exterior ground QUARTERLY level glass (excluding restaurant glass), inc. all Checkpoint glass All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, office area glass Zone C: Ticket Wing All interior/exterior glass QUARTERLY Zone D: Operations All interior/exterior glass SEMI-ANNUALLY Offices, TSA Offices 17 Zone F: Phase 2A All exterior glazing QUARTERLY Concourse Patio All interior glazing QUARTERLY Zone G: Phase 2A All Concourse glazing, int./ext. QUARTERLY Concourse All upper glazing, intedorlexterior SEMI-ANNUALLY Zone J: Regional Jet All intedorlexterior glazing QUARTERLY Terminal Customs, VIP, GTC All interiorlexterior glazing SEMI-ANNUALLY �em mrem axe rrn - WFP d_ cr•Pd dt6yy �.t1`'ri tnxa rvnN.n m JF I - -n d I 1$ INVITATION FOR BID IFB 07-05 FOR PROVIDING AIRPORT WINDOW CLEANING SERVICES AT THE PALM SPRINGS INTERNATIONAL AIRPORT, THIS INVITATION FOR BID CONSISTS OF THE FOLLOWING: PAGE COVERSHEET........................................................................................................I_-..............-. 1 INVITATION FOR BID, MUST BE MANUALLY SIGNED.....................................__.........._..... NOTICE INVITING BIDS ................................................................................................................. 3 BIDDER'S CHECK LIST...................----- _-- •---------........,........................................................ 4 GENERAL TERMS & CONDITIONS............................................................................................ 5-8 SCOPE OF SERVICE &SPECIFICATIONS................................................................................... 9 SCHEDULE OF PERFORMANCE_................ ERFORMANCE................... .. ..........................................................................10 SPECIAL SECURITY REQUIREMENTS..................................................................................11-12 TERMINAL ZONE LAYOUT FOR WINDOW WASHING LOCATIONS 13 BID PROPOSAL, BID SCHEDULE, PAGE 15, MUST BE MANUALLY SIGNED____........14-15 1 BIDDERS REFERENCE LIST.. • ..................................................................................................16 AFFIDAVIT OF NON-COLLUSION PAGE 17 MUST BE NOTARIZED................................ ..17 BIDBOND................................................................................................................•--_--I.,..........1.18 EXHIBIT"1"-SAMPLE CONTRACT SERVICES AGREEMENT-------------------------------------- 19-29 EXHIBIT"2"- INSURANCE REQUIREMENTS---------------------------------_........................ 30-32 NO RESPONSIBILITY WILL ATTACH TO ANY OFFICER FOR THE PREMATURE OPENING OF, OR THE FAILURE TO OPEN A BID NOT PROPERLY ADDRESSED AND IDENTIFIED. STREET ADDRESS: (for hand delivery) MAILING ADDRESS: 3200 Tahquitz Canyon Drive P.O. Box 2743 Procurement& Contracting Procurement&Contracting Palm Springs, CA 92262 Palm Springs, CA 92263 (760)323-8237 DATE DUE: WEDNESDAY, JULY 11 TIME DUE: 2:00 P.M., LOCAL TIME COMPANY NAME: F I I , s ADDRESS: _ _ �4�53_ C.1�QJ16l�1� r7� . 1�15 Il�mr I-o � Cam• TELEPHONE/FAX: `9 b0 301�-1ga2 I (n to ��ti S� Z � 3tpC o20 E-MAIL ADDRESS: et'. Co m AUTHORIZED SIGNATURE: � PRINT NAME: 2 f (Y Q`ELEI M sp irJG Jai JUL BIDDER'S CHECK LIST =';�CU*,�f°J''=iVT C�2tle5lGi^i INSTRUCTIONS TO BIDDER I GENERAL: Bidders are advised that notwithstanding any instructions or inferences elsewhere in this Invitation For Bid only the documents shown and detailed on this sheet need be submitted with and made part of their Bid, Other documents maybe required to be submitted after Bid time, but prior to award. Bidders are hereby advised that failure to submit the documents shown and detailed on this sheet MAY RENDER THE BID NON-RESPONSIVE. II REQUIRED DOCUMENTS FOR BID: Bids MAY NOT BE CONSIDERED if the following documents and/or attachments are not completely filled out and submitted with the Bid. NOTE: ONLY THOSE ITEMS MARKED BY AN 'W'ARE REQUIRED. X Page(2)two, Invitation For Bid, must be manually signed. X Bid Schedule Page, page 14 must be manually signed. X Erasures or other changes made to the Bid Proposal Page must be initiated by the � person signing the Bid. X Affidavit of Non-collusion by Contractorfonn,Page 16,must be manuallysigned and countersigned by a Notary Public_ X All Addenda issued shall be acknowledged in the space provided on the Bid Proposal page or by manually signing the Addenda sheet and submitting it prior to the Bid opening. X Bid Bond,Certified Check, Cashiers Check,Money Order or Cash shall be submitted with the Bid in the amount indicated. Page 17 must be executed and notarized as indicated, if applicable. Other, 4 BID SCHEDULE Schedule of Prices for Providing Airport Window Cleaning Palm Springs International Airport Responding to Invitation for Bids No.07-05 for providing Window Cleaning services for the Palm Springs International Airport,the undersigned bidder proposes and agrees to provide the services and work in accordance with the specifications.I/We will accept as full payment therefore the Fallowing amount. LOCATION: 3400 E. TAHQUITZ CANYON WAY QUARTERLY Yearly Zone A: Baggage Claim $ ) Z-1•50 x 4= $ 0 O O All exterior glass All interior glass, except Tenant Zone S: Main Terminal QUARTERLY All interior/exterior ground $ 313 . -75 x4= $ 1375. 00 level glass(excluding restaurant glass), inc, all Checkpoint glass All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, $ a 3 Sy. orb x 2= $ y 7 00 . LT O office area glass Zone C: Ticket Wing: QUARTERLY All interior/exterior glass $ 3 b a= 50 x 4= $ 5-0 - oO Zone 0. Operations Offices,TSA Offices SEMI-ANNUALLY All interior/exterior glass $ Ll i ;t .SO x 2= b Zone F: Phase 2A QUARTERLY All exterior glazing $ 9 ;-5 , 00 x 4= $ 17 00 , 00 Zone G: Phase 2A QUARTERLY All Concourse glazing, int./ext- $ 550, 00 x 4= $ ZZ OO, 00 Concourse SEMI-ANNUALLY All upper glazing, interior/exterior $ R q 0O, 0C x 2= $ S� ©O - Op Zone J: Regional Jet Terminal QUARTERLY All interior/exterior glazing $, 'i ct 3 �75 x 4= $ l q7 5 •©O Customs, VIP, GTC SEMI-ANNUALLY All interiorlextenor glazing $ q l 1(• O O x 2= $ I `Z 3 LP • O0 Annual Total: $ 9 c7-i to l 1 • l2 0 "When discrepancies occur between unit prices and extended amounts the unit prices shall govern. 14 It is understood and agreed that this Bid may not be withdrawn until ninety(90)days from the date of the opening thereof,and at no time after award of Bid. Prices to remain firm for initial contract period of(3)three years; and two(1)one year renewal options upon mutual consent of the City and the Contractor. The unit prices shall be adjusted (decreased or increased)at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U-S. Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. -3)�Lve � I-- a5- 0-1 Addendum No. I is/are hereby acknowledged. b \ iiy EC% Per 9r" 5 80553 Ch_es4n�4- 5A NAME OF BIDDER(PERSON, FIRM, CORP) ADDRESS(STREET AND P.O. IF gyp} APPLICAB/�LE) G ;ALTU�REOF PERSON AUTHORIZED CITY,STATE,ZIP CODE TO SIGN THIS PROPOSAL -6 to ;rector �l Se�J 1+15,�� stag `-f1� 3 - 31.S-0 TITLE TELEPHONE AND FAX NUMBER I 15 �l • CITY OF PALM SPRINGS IFB 07-05 BIDDERS REFERENCE LIST List at least five(5) references for which you have provided window cleaning services within the last three years with requirements similar to the scope of work outlined in these documents. 1. Name of Business/Agency:Nor clo Se w, L Cc,`, ^ O i Address: '-n5oo -'-'5Q in',n ( p- �C r tib��on CCL C1 23 --3 0 Contact Person: Telephone/FAX Number(Ci S t) `t 55 - 2. Name of Business/Agency:T6 e be ,� e r- 6 W tc` 40 k-p-� Address: q (e (0, I �h:re �IJ � . 320�c �., N� tSS �� • c1Oa [ y Contact Person: RLnA-f- M k r c o +1 Telephone/FAX Number: 31 0 -;� �S - I3 b 3 o r 3 1 0 2S -7 3- Name of Business/Agency:_ Ln s, 'Bltc-G. Q aA-P-r D2D a6 c rV, e, 4- Address: 0 q bo Br c-�, CCL Contact Person:_('rl `, Icy eR I C- Telephone/FAX Number: 516'Z 5-70 - ;�-Yb 4 57a -5%O may'r-f (p 4- Name of Business/Agency: Address: C kPq=1 -C hate- •gyp . fie., �� Cw • Cf f 8 Q`� Contact Person: Telephone/FAX Number: .1c Ez 5. Name of Business/Agency:_ I rro_.� S r(�S Address: u ec_`4 an S Contact Person: c�b r�- Telephone/FAX Number: fir,l ZL 304 - G I 'R9. fo I a If- 7 3(P 16 NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIQDER AND SUBMITTED WITH BID STATE OF CALIFORNIA ) ) SS COUNTY OF RIVERSIDE ) The undersigned, being first duly sworn, deposes and says that he or she is of 0-I\ i7 , the party making the foregoing bid. That the bid is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive orsham;that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded,conspired,connived,or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly,sought by agreement, communication,or conference with anyone to fix the bid price of the bidder or any other bidder,or to fix any overhead, profit,or cost element of the bid price, or of that of any other bidder,orto secure any advantage against the public body awarding the contract of anyone interested in the proposed contract;that all statements llllf contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof,or the contents thereof,or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, If partnership, company, association, organization, bid depository, or any other member or agent thereof to effectuate a collusive or s id. By: // Title: d gg r t Subscribed and swom to before me this V dray of 2007. 17 4 PAL44 S eoe`o CITY OF PALM SPRINGS 3200 EAST TAHQUITZ CANYON WAY PALM SPRINGS, CA.92262 INVITATION FOR BID (IFS 2007-05) WINDOW CLEANING SERVICES FOR PALM SPRINGS INTERNATIONAL AIRPORT NOTICE TO BIDDERS ADDENDUM NO. 1 dated 6-25-2007 The following changes/ corrections are being made to IFB 2007-05 for Airport Window Cleaning Services: Correction: BIDDER'S CHECKLIST ORIGINAL X Bid Schedule Page, page 14 must be manually signed. CORRECTION ! X Bid Schedule Page, page 15 must be manually signed. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Leigh Ann Gileno Procurement Specialist Procurement & Contracting Department ADDENDUM ACKNOWLEDGMENT: Bidder Firm Name: - i S z 2 f 5 Authorized Signatur Date: Acknowledgment of Receipt of Addendum 1 is required by signing and Including the acknowledgment with your bid. Failure to acknowledge this Addendum may result in your bid being deemed non-responsive. VOID AFTER 90 DAYS Bankof America 2022513898 EWEr ,n/ I MR , Woolpt`LA l. Y�:f 14 '� i% ` �Ai.*-�x$�E��&3�;�-G9�'iL��I� .. ��[J'�4?{t�'��T it�+,.`h �� t�s,��C'^S f� '\ _ I ✓ l iltr\ ':TIIF IAh?I C)t]N '1N-NU 8" 1!4 lJ ' T /• 'd4s „_ •"e ..,- . - 7 M,. f, 'j7iMgr,Chli, {-I�_�'(y{fsAiQ,1J N�•�1N;4u01'�57,1-+IF .CMPiJ f,•f�T�l ty,�i$y;,•�fJ16ERS" .0 TfJlrnT[�i�1 ..7nlnii�✓�I,&I.IgrnM,1O LJ`NT�IA N \y O13pg�%j r o LMH��AMQUNTi1hy;.,NUMH�RS.M,UST�MATGH'TNiF's M0��6N�'Y'�I'N W9 fjpt�'A• fll•3f l�JN�T IN- f5' y1' nA - �Y Lhj�gq"pp.G�p ol zz FLL S'�1 p �1•'�}P F. rVIFkII•�8'x2Q5:�OD,.° ' _ :.� i:l:s.; - vt.•:i'. x-c;= ��. �� +•TG 'Al',iili � lj• .A,,�,'� l~ �`/r� yv,,g`�C,� rf't iV^i� r:�Lq'i•�•� R +/ ' ti:, L..f�c.Y,C,- :1a,=. L.' J.r ••�.!- ::y'.� `.yz l�Ki Ce ¢ .j(r, vlyvti:J,,:":�a^'Ys""r`.4'I•;.y� - C°C" � k�SIL•1w .� .` ..v4 I.�.�.,: .T+.:x�.n,wln �::-�r.S x:.�, tip. �-ate \ � f�..,�.. , ,✓h`�,J.,,-. wu:.:.,, .,�:».�..:,,.nSt�.�'J�,n.f.:.:..all?.'r:'ti�Yj-ffn�+:�fm':�,:ci:�`crp�i.Mys`uk?.mmsrt+��•r�i au .�' • aroma, �;h#.,,_-��r;-.,,4•. 1e,:��'a"hsrsj�r�:"t�. �;�*�:'��='�z'�111202251389811' 1: 1210003561: 139701L18507611' REQUEST FOR TREASUREWS RECEIPT TO: FINANCE DEPARTMENT, CASHIER DATE: FROM: o��f� P PLEASE ACCEPT $ FROM: FOR: VV�Br� el CREDIT ACCOUNT NO. BY ORDER OF �"` FCALIFOaRNIAALL-PURPOSE ACKNOWLEDGEMENT Qy,hVa �q On [)-7 before me, ��Iip �A�JIJC C Name and Title OF Officer(e g. 'Jane Doe, Otablic") personally appeared -1 Jar(\-g L\ is Namc(s)of Signer(5) pttrmsonally R-�X proved to me on the is of satisfactory evidence to be the person) whose name subscr d to the within instrument and cKnowledged to me th t heEhe`tfvQy executed the same in Omy M.DUNCAN539345 hi tttei� authorized capacl and that b hi %i:/Nir signatures on the instrument the person or the entity upon LOSANGELESOOUNTV behalf of which the personacted, executed t e instrument, comm.Ixp•Dec JA,2008 WITNESS my hand and official seal. 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: Document Date: �1 Q`r Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer ❑ Titles(s): ❑ Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Partner- ❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator INiffilM ❑ Guardian or Conservator ❑ Other: Top o(Thumb here Other: Tap of rhumb here Signer Is Representing: Signer Is Representing: S CITY OF PALM SPRINGS 3200 EAST TAHQUITZ CANYON WAY PALM SPRINGS, CA. 92262 INVITATION FOR BID (IFB 2007-05) WINDOW CLEANING SERVICES FOR PALM SPRINGS INTERNATIONAL AIRPORT NOTICE TO BIDDERS ADDENDUM NO. 1 dated 6-25-2007 The following changes/ corrections are being made to IFB 2007-05 for Airport Window Cleaning Services: Correction: BIDDER'S CHECKLIST ORIGINAL X Bid Schedule Page, page 14 must be manually signed. CORRECTION X Bid Schedule Page, page 15 must be manually signed. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Leigh Ann Gileno Procurement Specialist I Procurement & Contracting Department ADDENDUM ACKNOWLEDGMENT: Bidder Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your bid. Failure to acknowledge this Addendum may result in your bid being deemed non-responsive. F PALM S O yv, pP rq�lpgRt-y�P - CITY OF PALM SPRINGS, CALIFORNIA INVITATION FOR BID 07-05 FOR PROVIDING AIRPORT WINDOW CLEANING SERVICES AT PALM SPRINGS INTERNATIONAL AIRPORT JUNE 2007 Craig Gladders C.P.M., Procurement and Contracting Manager Craig Toms, Airport Maintenance Supervisor City of Palm Springs Office of Procurement and Contracting 3200 East Tahquitz Canyon Way P.O. Box 2743 Palm Springs, CA 92263-2743 1 INVITATION FOR BID IFS 07-05 FOR PROVIDING AIRPORT WINDOW CLEANING SERVICES AT THE PALM SPRINGS INTERNATIONAL AIRPORT. THIS INVITATION FOR BID CONSISTS OF THE FOLLOWING: PAGE COVERSHEET .................... ................----------- ..................................................................... 1 INVITATION FOR BID, MUST BE MANUALLY SIGNED .................................___---------...............2 NOTICE INVITING BIDS ...................... . ................. ..................... •........................ 3 BIDDER'S CHECK LIST........ ................. . . ........................... -----..........................-----------__ 4 GENERAL TERMS & CONDITIONS....... . . . ..................... . .................................................. 5-8 SCOPE OF SERVICE & SPECIFICATIONS................................................................................... 9 SCHEDULE OF PERFORMANCE................................... ... ....... ...................10 SPECIAL SECURITY REQUIREMENTS..................................................................................11-12 TERMINAL ZONE LAYOUT FOR WINDOW WASHING LOCATIONS 13 BID PROPOSAL, BID SCHEDULE, PAGE 15, MUST BE MANUALLY SIGNED ....................14-15 BIDDERS REFERENCE LIST ................ . ................. . ............................ •-----------....16 AFFIDAVIT OF NON-COLLUSION PAGE 17 MUST BE NOTARIZED.........................................17 BIDBOND.................................. ................... . .................. .............................----------......18 EXHIBIT "I"-SAMPLE CONTRACT SERVICES AGREEMENT...................................... 19-29 EXHIBIT "2"- INSURANCE REQUIREMENTS........................................................... 30-32 NO RESPONSIBILITY WILL ATTACH TO ANY OFFICER FOR THE PREMATURE OPENING OF, OR THE FAILURE TO OPEN A BID NOT PROPERLY ADDRESSED AND IDENTIFIED. STREET ADDRESS: (for hand delivery) MAILING ADDRESS: 3200 Tahquitz Canyon Drive P.O. Box 2743 Procurement& Contracting Procurement& Contracting Palm Springs, CA 92262 Palm Springs, CA 92263 (760) 323-8237 DATE DUE,: WEDNESDAY, JULY 11 TIME DUE: 2:00 P.M., LOCAL TIME COMPANY NAME: ADDRESS: TELEPHONE/FAX: E-MAIL ADDRESS: AUTHORIZED SIGNATURE: PRINT NAME: 2 CITY OF PALM SPRINGS, CALIFORNIA INVITATION FOR BIDS IFB 07-05 NOTICE IS HEREBY GIVEN that the City of Palm Springs, California, is soliciting bids from qualified firms for the following: Provide window cleaning services for the Palm Springs International Airport. Bids will be received until 2:00 P.M. Local Time, Wednesday, July 11'h 2007, at the Office of Procurement&Contracting, 3200 Tahquitz Canyon Drive, Palm Springs,CA.,atwhich time theywill be publicly opened and read in the Procurement Office. Said Bids will be referred to the City Council for consideration at their next regularly scheduled meeting. No Bid will be considered unless it is made on forms supplied by the City. The Bid must be submitted in a sealed envelope, addressed to Procurement and Contracting, City of Palm Springs, at 3200 East Tahquitz Canyon Way, Palm Springs, California 92262. Each sealed envelope containing a Bid must be plainly marked on the outside as "IFB #07-05 Airport Window Cleaning Services". The envelope shall show on the outside the name of the Bidder, Bid title, Bid number and time and date of the Bid Opening. If forwarded by mail,the sealed envelope containing the Bid must be enclosed in another envelope addressed to the City of Palm Springs, Procurement and Contracting, P. O. Box 2743, Palm Springs, California 92263-2743. NON-MANDATORY PRE-BID WALK-THROUGH OF WORK SITE: Prospective bidders are highly encouraged to attend the non-mandatory Pre-Bid Walk-Through of the work site and existing facilities, which will be conducted by the City to acquaint the Bidders with existing site conditions- The Pre-Bid Walk-Through will begin Tuesday June 19th at 9:OOAM at the Palm Springs International Airport Administrative Offices, located at 3400 E.Tahquitz Canyon Way, Palm Springs CA 92262. OBTAINING IFB DOCUMENTS AND REGISTRATION AS A BIDDER: Specifications may be obtained from the Procurement and Contracting Office located at 3200 East Tahquitz Canyon Way, Palm Springs, California or by calling (760) 322-8374. Specifications will be mailed at no charge- The bid documents may also be downloaded via the internet at www.palmsprings-ca-gov (go to Departments, Procurement, Open Bids & Proposals). If you are interested in submitting a Bid, it is IMPERATIVE that you contact Leigh Ann Gileno, Procurement Specialist I, via email at LeighAnn.Gileno@palmsprings-ca.gov to officially register as a Bidder for this specific project with your company name, address, phone, fax, contact person and email address. Failure to officially register may result in not receiving addenda to the Bid. Note: You may also register your firm in the City's on-line general vendor database system while on the website, but you MUST still contact Leigh Ann Gileno as instructed above to register as a Bidder for this specific IFB 07-05 The City of Palm Springs reserves the right to reject any or all Bids and to waive any informality or technical defect in a Bid. It is the responsibility of the Bidder to see that any Bid sent through the mail shall have sufficient time to be received by the Procurement Office prior to Bid opening time. Late Bids will be returned to the Bidder unopened. The receiving time in the Procurement Office will be the governing time for acceptability of Bids. Telegraphic and telephonic Bids will not be accepted. RC�J'7 A� CRAIG L. dLODERS, C.P.M. DATE: June 12, 2007 Procurement & Contracting Manager PUBLISHED IN THE PUBLIC RECORD:June12,2007 3 BIDDER'S CHECK LIST INSTRUCTIONS TO BIDDER I GENERAL: Bidders are advised that notwithstanding any instructions or inferences elsewhere in this Invitation For Bid only the documents shown and detailed on this sheet need be submitted with and made part of their Bid. Other documents may be required to be submitted after Bid time, but prior to award. Bidders are hereby advised that failure to submit the documents shown and detailed on this sheet MAY RENDER THE BID NON-RESPONSIVE. II REQUIRED DOCUMENTS FOR BID: Bids MAY NOT BE CONSIDERED if the following documents and/or attachments are not completely filled out and submitted with the Bid. NOTE: ONLY THOSE ITEMS MARKED BY AN "X"ARE REQUIRED. X Page (2) two, Invitation For Bid, must be manually signed. X Bid Schedule Page, page 14 must be manually signed. X Erasures or other changes made to the Bid Proposal Page must be initialed by the person signing the Bid. X Affidavit of Non-collusion by Contractor form, Page 16, must be manually signed and countersigned by a Notary Public. X All Addenda issued shall be acknowledged in the space provided on the Bid Proposal page or by manually signing the Addenda sheet and submitting it prior to the Bid opening. X Bid Bond, Certified Check, Cashiers Check, Money Order or Cash shall be submitted with the Bid in the amount indicated. Page 17 must be executed and notarized as indicated, if applicable. Other: 4 CITY OF PALM SPRINGS IFB 07-05 GENERAL TERMS AND CONDITIONS 1. Bids must be submitted on Bid forms supplied by the Procurement and Contracting Office in a sealed envelope showing on the outside the name of the Bidder, Bid title, Bid number and date of opening. The sealed envelope containing the bid must be enclosed in another envelope addressed to the City of Palm Springs, Procurement and Contracting, P.O. Box 2743, Palm Springs, CA 92263-2743, 2. Bids submitted may be withdrawn by written request received before the hour set for the opening. After that time, Bids may not be withdrawn by the Bidder for a period of ninety(90) days and at no time after award of Bid. 3. The City of Palm Springs reserves the right to reject the Bid of any Bidder who previously failed to perform properly, or complete on time, agreements of similar nature, or to reject the Bid of a Bidder who is not in a position to perform such an agreement satisfactorily. The City also reserves the right to make such investigations as it deems necessary to determine the ability of the Bidder to perform the Work and the Bidder 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 Bid if the evidence submitted by or investigation of such Bidder fails to satisfy the City that such Bidder is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. 4. Bidder's signed bid and written acceptance by the City shall constitute an agreement. 5. Submission of a signed Bid will be interpreted to mean that Bidder has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Invitation For Bid, and any attached agreement. Failure of a bidder to carefully read and examine the Bid documents shall in no way relieve any Bidder from any obligation with respect to the Bid. 6. The price quoted by the Bidder in his/her bid shall include any sales or use tax levied by the California Revenue and Taxation Code, and shall be exclusive of Federal Excise Taxes pursuant to the exemption of political subdivisions in the "Revenue Act of 1935" or any other acts of Congress. 7. When discrepancies occur between unit prices and extended amounts the unit prices shall govern. 8. Bidder will be required to file an Affidavit of Non-Collusion with their Bid. This shall be signed and sworn before a Notary Public with a commission in the State of California. 9. Successful Bidder will be required to be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax and must meet the City's insurance requirements. 10. Award of Bid: The City reserves the right after opening bids to reject any or all bids, to waive any informality(non-responsiveness)or technical defect in a bid, orto make award in whole or in part, to the lowest responsive, responsible bidder on the basis of the total of the Bid Schedule, and reject all other bids, as it may best serve the interest of the City. 5 11, The decision of the Palm Springs City Council will be final. 12. Economic Price Adjustment: If the City exercises its option to extend the contract, the unit prices shall be adjusted(decreased or increased)at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index forAll Urban Consumers as published by the U.S. Bureau of Labor Statistics for the Los Angeles,Anaheim and Riverside Areas. 13. Any questions pertaining to this Invitation for Bid should be directed to IN WRITING: Leigh Ann Gileno Procurement Specialist I P.O_ Box 2743 Palm Springs, CA 92263-2743 Fax: (760) 323-8238 LeighAnn.Gileno@palmsprings-ca.gov DEADLINE FOR RECEIPT OF QUESTIONS IS 2:OOPM ON TUESDAY, JULY 31111, 2007 Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of Addenda, mailed or delivered to all parties recorded as having received the Bid Documents. Questions received less than 7 days priorto the date of opening Bids may not be answered. Only questions that have been resolved by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. 14. It is understood that the material/service offered by the Bidderwill meet all requirements of the specifications in this Invitation unless deviations thereto are clearly indicated in an attachment titled "Exceptions to Specifications" submitted and signed by Bidder's authorized representative. In order for the Bid to be considered, an explanation must be made for each item in which an exception is taken, giving in detail the extent of the exception and the reason for which it is taken. 15. Each Bid must be accompanied by cash, a certified or cashier's check or Bidder's bond on the prescribed form and made payable to the City of Palm Springs for an amount equal to at least ten percent (10%) of the amount Bid (maximum award value). Such guaranty shall be forfeited should the Bidder to whom the Contract is awarded fail to furnish the required proof of insurance, bonds and enter into a Contract with the City within the period of time provided by the IFB's requirements. 16. Basis of Award: It is the City's intent to award on an "ALL OR NOTHING" basis to the lowest responsive and responsible Bidder on the basis of the unit prices submitted on the Bid Pricing Page of this document. 17. Notice of Award: After Award of the Bid by the Palm Springs City Council, a Notice of Award and Purchase Order will be issued to the successful Bidder. The successful Bidder shall provide all required Certificates of Insurance within 14 calendar days. 18. Performance Bond: The requirements of a performance bond have been waived for this project. The-Sassessft+l�Ief- h�ns �% 4-14 14 Galendar day F NetiGe Of A,.,.,.. a ,,,.,.,, --e oeimideiid the of-4WeR` f• tleH5a, a .a„n�.� rc�c nnnsn� r4,� 6 sueees �.I Qi�r�iw.+.ao. �+amn the validity and eAf. Fee rwell saW h.-Rd f.�r3hef er_+he A-f 19, Payment/Labor and Materials Bond: The requirements of a Payment Bond have been waived „he�sessfUt-Bi fUF ,.d eF shall TRiSh Within 1 A ...-.lendar days after Net:.+e a for this project. �T Award, a Pay erWL-ai_„_,._�.i l c.,.,.a i., «h.. ...........+ ..f L......,a. Ve-L"veisaf44eIIaFs �R75 nnn 00) The..u...+essf„I Bidder shall.-....:..taj R-the ,•'li.+ih,o..d o..f..-Ge; .eRtef said bend feF the duration eUthe�� 20. Notice to Proceed: A Notice to Proceed will be issued upon receipt of the required and approved Certificate of Insurance and the required bonding. 21. Increases to Scope of Work: The City may, at any time Work is in progress, by written Order, make alterations in the terms of the Work as shown in the Specifications, require the performance of extra work, or make such other changes as the City may find necessary or desirable. The successful Bidder shall not claim forfeiture of Contract by reason of such changes by the City. The amount of compensation to be paid to the Contractor for any extra Work as so ordered shall be determined by unit prices quoted on the Bid pages of these documents. 22, Decreases to Scope of Work: The City may, at any time work is in progress, decrease the quantity of the Work to be performed under this Contract. The Contractor shall execute the Work as so ordered by the City, and the difference occasioned by the decrease shall be deducted from the amount payable under this Contract. The amount of such deduction(s) shall be determined by the unit prices quoted on the Bid pages of these documents. If such changes diminish the quantity of the Work to be done, they shall not constitute a claim for damages or for losses of anticipated profits if the Work which may be dispensed with,and the Contractor shall not claim forfeiture of Contracts by reason of such changes by the City. 23. Acceptance of Work: During performance and upon completion of the Work on this project, the Contractor will remove all equipment and instruments of service, all excess or unsuitable materials unless otherwise directed by these Specifications. The Contractor shall leave the entire area in a neat, clean and acceptable condition as approved by the Airport Maintenance Superintendent(Contract Administrator) or his designee. 24. Final Determination: The Bidder agrees that the City has the right to make all final determinations as to whether the Work has been satisfactorily completed. 25. Time of the Essence: Time is of the essence in performance of the Work. 26. Liquidated Damages: The application of Liquidated Damages have been waived for this project. Si +1 .-. dote... inatieff..f. st. ial4am-ages f9F—,.re ,on pegepmanee efthe We* Uld be eXtN.-......I., #fiGlll+_GF iFRPFaGt1GaI +.. dam+.-.....ln in.. the eN,ent of a bFeaeh of the I{L e Hallo fee and shall Pay to the Gity the SUM NGf tWO h..... Fed ..,.. s ($250) pep day.-.. I; I..1.-.A .l.-.w........+ a .,.-...L. .. . 4r4g .-Iayoke,l�e.......... ...-— .....,5 �..d�ho!��.;+h h..ld fr.�... a _ �_�J,.��h��ho.... .. r.l ..f.......:.... ....r_-F-.vrinevo"Tihao. r,.r.+..�..+.-... .. ,....... ..-.d liquidated damage—,. 27. Insurance Requirements: Prior to commencing any work, all contractors,vendors and service providers shall procure and maintain, at their own cost and expense for the duration of their contract with the City,appropriate insurance against claims for injuries to persons or damages 7 to property which may arise from or in connection with the performance of the work or services. For types of insurance required and the coverage amounts seethe Exhibit included in this bid document for detailed Insurance instructions. 28. Contract Administration: After the Contract is awarded the Contract Administrator for the Palm Springs International Airport is to be Craig Toms, Airport Maintenance Supervisor, or his designee- 29. Term of Contract: The term of this Contract will be for(3)three years from date of award,with two (2) one (1)year renewal options upon mutual consent of the Contract Administrator and the Contractor. A. Option to Renew: At the sole discretion of the City,the Contract may be renewed for two additional years or any portion thereof. If the City exercises its option to extend, the unit prices shall be adjusted (decreased or increased) at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. B. Contract Services Agreement: The successful bidder will be required to sign a Contract Services Agreement in a form acceptable to the City. A sample of such an Agreement is attached as an Exhibit"'I" herein- C. Schedule of Work-The Contractor shall furnish to the City Representative a detailed work schedule showing how the Contractor will accomplish the Contract requirements.This work schedule shall indicate the number of personnel,tasks to be performed by each person and the amount of time necessary to accomplish the work. The schedule shall be kept throughout the duration of the Contract, and shall be modified and re-submitted to the City Representative as required.Any work to be performed not conforming to this schedule shall be approved by the City Representative prior to such occurrence- D. Adjustment of Services - The City reserves the right to reduce or increase, or otherwise adjust the scope of services. 30. Invoicing: The Contractor will submit an itemized invoice quarterly/ semiannually listing separately each of the zones listed on the Bid Proposal form. The invoice shall be accompanied by receipts, dated and signed by a City employee,verifying the work was done. Invoices and receipts will be submitted to the Contract Administrator for approval. Billings must reference the purchase order number and shall indicate the unit(contract)price. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the vendor are authorized. It shall be the vendor's responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. 8 CITY OF PALM SPRINGS IFB 07-05 Palm Springs International Airport: Scope of Service and Specifications, Schedule of Performance and Special Security Requirements 1. SCOPE OF SERVICES AND SPECIFICATIONS A. General Description: This Scope of Services describes the requirements forwindow cleaning at Palm Springs International Airport. The Airport has recently expanded, adding a Regional Jet Terminal facility to the existing Main Terminal and Bono Concourse. Combined, there is approximately 200,000 sq. ft. of floor space in total. The buildings contain substantial amounts of both tempered and un-tempered glazing, on the ground level as well as on the second story "concourse" and "mezzanine" levels. Regular cleaning of interior and exterior window surfaces is necessary to the ongoing operation of the Airport. B. General Requirements: All glazing specified in this Contract shall be maintained in accordance with the schedule of performance. Compliance with the performance of this work is the sole responsibility of the CONTRACTOR, and shall be ensured by inspections of the WORK by a representative of the CONTRACTOR and the CITY. The CONTRACTOR shall coordinate mutually agreeable inspection times with the CITY Representative. C_ Services: Window cleaning services shall be provided for all glazing included in the Schedule of Performance, including automatic doors, with the exception of tenant leasehold areas,which are excluded from this contract.All window cleaning shall be performed such that glazing is left clean, free of dust, foreign matter, smudging, streaking and spotting. CONTRACTOR shall use de-ionized water in the performance of window cleaning. D. Special Inspections: A special inspection with the CONTRACTOR may be requested at any time by the CITY Representative. Following a mutually agreed upon time for the inspection, any discrepancies noted shall be corrected within the following 48 hour period. E. Square Footage: Any measurement of the amount of glass surface area to be cleaned shall be the sole responsibility of the CONTRACTOR. F. Pre-Existing Conditions: Within certain zones, substantial water staining of glazing has occurred over time. The CONTRACTOR will not be responsible for removal of such existing water staining under the scope of this Contract. The CITY Representative however, may request such work as an addition to the Contract, should it become desirable to do so at an additional costto be negotiated separately. G. CONTRACTOR Staff Conduct: All Contractor representatives and employees shall maintain excellent conduct with regard to the general public, and City officials and employees.Any offensive behavior displayed by any representative of the Contractor may be cause for contract termination.All Contractor representatives are prohibited from the City premises while under the influence of alcohol or controlled substances. 9 2. SCHEDULE OF PERFORMANCE A. Time of Service: Services shall be performed Monday through Friday, between the hours of 6:30 A.M. and 5:00 P.M., except as authorized by the City Representative. Due to the on-going nature of Airport operations, Contractor shall coordinate all work scheduling with the City Representative in advance. Every effort shall be made by the Contractor to perform services in Terminal zones at such times as will avoid any inconvenience to Airport customers, staff and operations. Services shall not be scheduled on normal City employee holidays. B. Schedule of Work: Contractor shall furnish to the City Representative a detailed work schedule meeting the Contract requirements. The work schedule shall indicate the number of personnel required and the estimated time to accomplish the work_ The schedule shall be kept throughout the duration of the Contract, and shall be modified and re-submitted to the City Representative upon request. Any work to be performed outside of the schedule shall be approved by the City Representative prior to occurrence. C. Work Zones: Window cleaning is required in each Airport Terminal Building Zone at the frequencies specified below: Zone Description Frequency Zone A: Baggage Claim All exterior glass QUARTERLY All interior glass, except Tenant Leasehold interior glass Zone B: Main Terminal All interior/exterior ground QUARTERLY level glass (excluding restaurant glass), inc. all Checkpoint glass All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, office area glass Zone C: Ticket Wing All interior/exterior glass QUARTERLY Zone D: Operations All interior/exterior glass SEMI-ANNUALLY Offices, TSA Offices Zone F: Phase 2A All exterior glazing QUARTERLY Concourse Patio All interior glazing QUARTERLY Zone G: Phase 2A All Concourse glazing, int./ext. QUARTERLY Concourse All upper glazing, interior/exterior SEMI-ANNUALLY Zone J: Regional Jet All interior/exterior glazing QUARTERLY Terminal Customs, VIP, GTC All interior/exterior glazing SEMI-ANNUALLY 10 3. SPECIAL SECURITY REQUIREMENTS A. SECURED ACCESS TO WORK AREAS 1. The areas in which work is to be performed are considered secure areas in accordance with Federal Aviation Administration security guidelines.The contractor must comply with all of the following security related procedures/conditions. a. Employment History: Prior to commencement of the Services of the Contract, the successful contractor will be required to submit a letter authorizing an individual(s) to approve the issuance of Security Information Display Area (SIDA) badges. All contractor personnel designated to receive SIDA badges are required to complete a fingerprint based Criminal History Records Check (CHRC) prior to authorization for SIDA area training. b. Employee Security Badges: All contractor personnel who access the Airport SIDA area must obtain,and conspicuously display on their person at all times, an Airport issued security identification badge.The appropriate badge may be obtained at the Airport Operations Control Center located in the terminal building. A $25.00 fee is required for each fingerprint CHRC check, and a $35.00 processing fee for each badge.All SIDA badges remain the property of the Airport and shall be surrendered to Airport Operations upon completion of contract. To obtain a SIDA badge, each contractor employee must have satisfactorily undergone the fingerprint CHRC and successfully completed required 2 hour training on airport security. Attendance of the class and issuance of the security identification badge may take longer than two (2) hours per person. Airport SIDA forms are available on the internet at: http://www.palmspringsairport.com/ops security.html c. Site Access: Access to SIDA shall be through Perimeter Gate 15, unless otherwise arranged with Airport Operations. Access to any SIDA area will be permitted only for SIDA badge personnel or for personnel under escort by a SIDA badge contractor employee. No deviations from any security measure will be permitted. d. Vehicles and Equipment:All licensed vehicles operated on the Airport property are required to have conspicuously displayed in the windshield a vehicle permit issued by Airport personnel. This vehicle permit shall hold the Contractor responsible for both the vehicle and all personnel within the vehicle while on Airport property. i. Procedures to Obtain an AOA Vehicle Permit The Airport requires a separate"Authorization Signature Letter"to be on file for each company requesting AOA Permits.The letter must have at least one individual who is authorized to request ID badges for your company. We prefer that you include only management or supervisors on this letter. A sample farm is available by visiting the Airport Permitting Office or e-mailing Airport Operations at VIP(o)palmsprings-ca.gov. Please submit your letter with 'original' signatures. 11 An AOA Vehicle Permit request form must be submitted each time you are requesting vehicle permits. More than one vehicle may be listed with each request, and the form will require the following information_ Vehicle make, vehicle type, color, year, and license number. A sample form is available by visiting the Airport Permitting Office or e-mailing Airport Operations at VIP alms rin s-ca. ov. An information package is also available for reference. All vehicle permit fees must be paid at the time of issuance. e. Identification: Each employee obtaining SIDA access shall at all times display on their person the SIDA badge while in the secure area. Additionally, all personnel shall wear Contractor supplied uniforms at all times during the performance of this work. Contractor's supervisory staff maywear identification badges in lieu of uniforms_ Terminal Zone Layout for Window Washing locations on next page. 12 i i i 8 i� R 3R] r i 3YC� B iY] l 013[ if wo i 73 1 f f BID SCHEDULE Schedule of Prices for Providing Airport Window Cleaning Palm Springs International Airport Responding to Invitation for Bids No. 07-05 for providing Window Cleaning services for the Palm Springs International Airport, the undersigned bidder proposes and agrees to provide the services and work in accordance with the specifications. UWe will accept as full payment therefore the following amount. LOCATION: 3400 E. TAHQUITZ CANYON WAY QUARTERLY Yearly Zone A: Baggage Claim $ x 4= $ All exterior glass All interior glass, except Tenant Zone B: Main Terminal QUARTERLY All interior/exterior ground $ x 4= $ level glass (excluding restaurant glass), inc. all Checkpoint glass All interior/exterior high glass, SEMI-ANNUALLY mezzanine level glass, $ x 2= $ office area glass Zone C: Ticket Wing: QUARTERLY All interior/exterior glass $ x 4= $ Zone D: Operations Offices, TSA Offices SEMI-ANNUALLY All interior/exterior glass $ x 2= $ Zone F: Phase 2A QUARTERLY All exterior glazing $ x 4= $ Zone G: Phase 2A QUARTERLY All Concourse glazing, int./ext. $ x 4= $ Concourse SEMI-ANNUALLY All upper glazing, interior/exterior $ x 2= $ Zone J: Regional Jet Terminal QUARTERLY All interior/exterior glazing $ x 4= $ Customs, VIP, GTC SEMI-ANNUALLY All interior/exterior glazing $ x 2= $ Annual Total: $ "When discrepancies occur between unit prices and extended amounts the unit prices shall govern. 14 It is understood and agreed that this Bid may not be withdrawn until ninety(90) days from the date of the opening thereof, and at no time after award of Bid. Prices to remain firm for initial contract period of(3)three years; and two (1)one year renewal options upon mutual consent of the City and the Contractor. The unit prices shall be adjusted (decreased or increased)at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. Addendum No, is/are hereby acknowledged. NAME OF BIDDER (PERSON, FIRM, CORP) ADDRESS (STREET AND P.O. IF APPLICABLE) SIGNATURE OF PERSON AUTHORIZED CITY, STATE,ZIP CODE TO SIGN THIS PROPOSAL TITLE TELEPHONE AND FAX NUMBER 15 CITY OF PALM SPRINGS IFB 07-05 BIDDERS REFERENCE LIST List at least five (5) references for which you have provided window cleaning services within the last three years with requirements similar to the scope of work outlined in these documents. 1. Name of Business/Agency: Address: Contact Person: Telephone/FAX Number 2. Name of Business/Agency: Address: Contact Person: Telephone/FAX Number: 3. Name of Business/Agency: Address: Contact Person: Telephone/FAX Number: 4. Name of Business/Agency: Address: Contact Person: Telephone/FAX Number: 5. Name of Business/Agency: Address: Contact Person: Telephone/FAX Number: 16 NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID STATE OF CALIFORNIA ) ) SS COUNTY OF RIVERSIDE ) The undersigned, being first duly sworn, deposes and says that he or she is of , the party making the foregoing bid. That the bid is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham;that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication,or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract;that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, orthe contents thereof,or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or any other member or agent thereof to effectuate a collusive or sham bid. By: Title: Subscribed and sworn to before me this day of 2007. 17 BID BOND KNOW ALL MEN BY THESE PRESENTS, That as Principal, and as Surety, are held and firmly bound unto The City of Palm Springs, hereinafter called the "City' in the sum of: dollars (Not less than 10 percent of the total amount of the bid) for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns,jointly and severally, firmly by these presents. WHEREAS, said Principal has submitted a bid to said City to perform the Work required under the bidding schedule(s)of the City's Contract Documents entitled: IFB 07-05, PROVIDING WINDOW CLEANING SERVICES FOR THE PALM SPRINGS INTERNATIONAL AIRPORT NOW THEREFORE, if said Principal is awarded a contract by said City, and,within the time and in the manner required in the "Notice Inviting Bids"and the "Instructions to Bidders"enters into a written Agreement on the form of agreement bound with said Contract Documents,furnishes the required Certificates of Insurance, and furnishes the required Performance Band and Payment Bond, then this obligation shall be null and void, otherwise it shall remain in full force and effect. In the event suit is brought upon this bond by said City and City prevails, said Surety shall pay all costs incurred by said City in such suit, including a reasonable attorney's fee to be fixed by the court. SIGNED AND SEALED, this day of ,20— (SEAL) (SEAL) (SEAL) (Pnncipal) (SEAL) (Surety) By: (signature) By: (Signature) (SEAL AND NOTARIAL ACKNOWLEDGMENT OF SURETY) 18 EXHIBIT 1" (SAMPLE) CONTRACT SERVICES AGREEMENT CITY OF PALM SPRINGS THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this day of , 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City")and , (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 Comoliance 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 Famili_aritV 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 19 materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work,and the equipment, materials,papers, documents, plans,studies and/or other components thereof to prevent losses or damages,and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i)the Contract Sum,and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000;whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement,if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "C" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "C" and any other provisions of this Agreement, the provisions of Exhibit"C" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Dollars,($ )(herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii)payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all 20 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 PaVment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 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 thejudgment of the Contract Officer such delay isjustified. 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 21 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. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors,if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection,discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor. 22 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. See Exhibit "2" for insurance requirements and instructions. 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: 5.2 Indemnification. Contractor agrees to indemnify the City,its officers,agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,obligations, errors, omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work,operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement,whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers,agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages orother claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency_ of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "B++"or better, VII by A.M. Best Company, 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 23 be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee;provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10)days of receipt of notice from the City Manager, 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may orwill materially increase or decrease the cost of the work orservices 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. 24 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action_ 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10)days of service of such notice and completes the cure of such default within forty-five (45)days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health,safety and general welfare,such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing 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 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 parry's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not he 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. 25 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 Citythe sum of ($ )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 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. 7A0 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 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 26 successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is,directly or indirectly, interested, in violation of any State statute or regulation_ The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion,sex, marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color,creed,religion,sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either 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 parry 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 Integratio_n_;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 parry 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 27 Agreement does not violate any provision of any other Agreement to which said party is bound. SIGNATURES ON NEXT PAGE 28 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation By: By_ City Clerk City Manager APPROVED AS TO FORM- BY: City Attorney CONTRACTOR: Check one:,Individual_Partnership_Corporation Corporations require two notarized signatures: One from each of the following: A.Chairman of Board,President,or any Vice President AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: By: Signature(notarized) Signature(notarized) Name: Name: Title: Title: Address: Address, State of l State of 1 Countyof 155 County of Iss On __before me, On before me, personally appeared personally appeared personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their slgnature(s) on the capacity(jes), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of whlCh the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and Official seal. Notary Signature: Notary Signature: Notary Seal: Notary Seal: 29 EXHIBIT "2" INSURANCE REQUIREMENTS CITY OF PALM SPRINGS Instructions to ContractorslVendors/Service Providers: Prior to commencing any work, all contractors, vendors and service providers shall procure and maintain,at their won cost and expense for the duration of their contract with the City,appropriated insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services. The types of insurance required and the coverage amounts are specified below: 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 per Occurrence/$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. 30 D. 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(see attached) 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 Citymayhave"("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 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 6 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/brokeror insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the contractor's 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 31 Endorsement Language for Insurance Certificates SHOULD ANY OF THE ABOVE-REFERENCED POLICIES BE Example A: CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL E44DEA` 0 MAIL 30 DAYS*WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN &UT FA4L_I DC Tn KAAu el I(`IJ ninrlr� I,Mpnee r.In 013I IrnTlnnl QR LIABILITY OF ANY KIND UD I lornGN T- F INSURER, ITC AGE-N�R F?� ,CDRE-oC-NTAT V9,&o *The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium." "IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE Example B: ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO." F. 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 recently joined 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.2sparta.com . Type of work covered: • Personal services contracts; • General contractors and their subcontractors (certain specialty trades excluded); • Consultants; and • Providers of goods. 32 EXHIBIT "A" SCOPE OF WORK CITY OF PALM SPRINGS 33 EXHIBIT "B" SPECIAL REQUIREMENTS CITY OF PALM SPRINGS 34 EXHIBIT "C" SPECIAL COMPENSATION CITY OF PALM SPRINGS 35 EXHIBIT "D" PERFORMANCE SCHEDULE CITY OF PALM SPRINGS 36 i VENDORS & AMOUNTS BID VENDORS & AMOUNTS BID 131C ABSTRACTDUE BID = "U5 DATE: SIDDIN'6 TO: ! v QUANTITY � COf11M6DSTY ITcM� � • I � j I I � I