HomeMy WebLinkAbout1/5/2005 - STAFF REPORTS (4) CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
THIS CONTRACT SFRVICES AGREEMENT (herein "Agreement"), is made and entered
into this 'nth , day of cis � 200S; by and between the CITY OF PALM
SPRINGS, a municipal corporation, (herein "City") and Maxwell Security Services, Inc., (herein
"Contractor"). (The term Contractor includes professionals performing in a consulting capacity.)
The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit"A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or"work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the
terms of this Agreement shall govern.
U Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1 A 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 orwill 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 an latent atent or unknown conditions'-which will
materially affect the performance of the services hereunder, Contractor shall immediately inform
the City of such fact and shall not proceed except at Contractor's risk until written instructions are
received from the Contract Officer.
1.6 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.
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1.7 Further Res onsibilities of Parties. Both parti
es s agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties agree
to act in good faith to execute all instruments, prepare all documents and take all actions as may
be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or(ii)
the time to perform this Agreement,which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent(5%) of the Contract Sum or
$25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may
be approved by the Contract Officer. Any greater increases,taken either separately or cumulatively
must be approved by the City Council. It is expressly understood by Contractor that the provisions
of this Section shall not apply to services specifically set forth in the Scope of Services or
reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the
services to be provided pursuant to the Scope of Services may be more costly or time consuming
than Contractor anticipates and that Contractor shall not be entitled to additional compensation
therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto
as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit"B"and any other provisions of this Agreement,the provisions of Exhibit"B"
shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Twenty Four Thousand Dollars, ($24,000.00)(herein "Contract Sum"), except
as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment
upon completion, (ii)payment in accordance with the percentage of completion of the services,(iii)
payment for time and materials based upon the Contractor's rates as specified in the Schedule of
Compensation,but not exceeding the Contract Sum or(iv)such other methods as may be specified
in the Schedule of Compensation. Compensation may include reimbursement for actual and
necessary expenditures for reproduction costs, telephone expense, transportation expense
approved by the Contract Officer in advance, and no other expenses and only if specified in the
Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all
project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any
additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first(1st)working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of 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
Agreement.
3.1 Time of Essence. Time is of the essence in the performance of this
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3.2 Schedule of Performance. Contractorshall 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 Farce Majeure. The time period(s)specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because
of any delays due to unforeseeable causes beyond the control and without the fault or negligence
of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually
severe weather,fires,earthquakes,floods,epidemics,quarantine restrictions,riots,strikes,freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer
in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent
of delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Contractor be entitled to recover damages against the City for any delay in the performance of this
Agreement,however caused,Contractor's sole remedy being extension of the Agreement pursuant
to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.6 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one(1)year from the date hereof,except as otherwise provided in the Schedule
of Performance (Exhibit"D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith:
Fritz Maxwell, President
Clifford Harris, Branch Manager
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,
the foregoing principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
For purposes of this Agreement, the foregoing principals may not be replaced nor may their
responsibilities be substantially reduced by Contractor without the express written approval of City.
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
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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. Neitherthe City nor any of its employees shall have
any control over the manner,mode or means by which Contractor,its agents or employees,perform
the services required herein, except as otherwise set forth herein. City shall have no voice in the
selection, discharge, supervision or control of Contractor's employees, servants,representatives
or agents,or in fixing their number, compensation or hours of service. Contractor shall perform all
services required herein as an independent contractor of City and shall remain at all times as to City
a wholly independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its agents or employees
are agents or employees of City. City shall not in any way or for any purpose become or be
deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member
of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain,at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of a least
$1,000,000 bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and
completed operations.The Commercial General Liability Policy shall name the City of Palm
Springs as an additional insured in accordance with standard ISO additional insured
endorsement form CG2010(1185) or equivalent language. The Commercial General
Liability Insurance shall name the City, its officers, employees and agents as additional
insured.
(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.
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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,priorto the cancellation date,submit
new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work
or services under this Agreement shall commence until the Contractor has provided the City with
Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance, endorsements, or binders are approved
by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of any
person or person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section
4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the
subcontractorto 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 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) Contractorwill promptly payanyjudgment rendered againstthe 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.
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5.4 Sufficiencv Insurer usurer 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 Managerto 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 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,Contractorshall indemnify City for all damages resulting therefrom.
6A Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute,claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside,State of California,or any other
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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.
7.3 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 maybe in dispute hereunder or which are necessary to compensate City for any
losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be
liable to third parties,by reason of Contractor's acts or omissions in performing or failing to perform
Contractor's obligation under this Agreement. In the event that any claim is made by a third party,
the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which
shall appear to be the basis for a claim of lien, City may withhold from any payment due, without
liability for interest because of such withholding, an amount sufficient to cover such claim. The
failure of City to exercise such right to deduct or to withhold shall not, however, affect the
obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
A parry'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 parry'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 Liouidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall
pay to the City the sum of NONE ($ ) as liquidated
damages for each working day of delay in the performance of any service required hereunder, as
specified in the Schedule of Performance (Exhibit"D"). The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section fortermination
for cause. The City reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty(30) days'written notice to Contractor, except that where termination is due to
the fault of the Contractor,the period of notice may be such shorter time as may be determined by
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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 maybe specifically approved by the Contract Officer.
Except where the Contractor has initiated termination, the Contractor shall be entitled to
compensation for all services rendered prior to the effective date of the notice of termination and
for any services authorized by the Contract Officer thereafter in accordance with the Schedule of
Compensation or such as may be approved by the Contract Officer, except as provided in Section
7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In
the event of termination without cause pursuant to this Section, the terminating party need not
provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of
the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2,take over the work and prosecute the same to completion by contract or
otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City
shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the
Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously
stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorneys fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action,taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees
shall be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of Citv 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 CovenantAgainstDiscrimination. 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
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9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City,
to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O.
Box 2743, Palm Springs, California 92263,and in the case of the Contractor,to the person at the
address designated on the execution page of this Agreement. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing
if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which might otherwise
apply.
9.3 Integration:Amendment. It is understood thatthere 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 Agreementwhich are hereby declared as severable and shall be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized
to execute and deliver this Agreement on behalf of said party,(iii)by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) the entering-into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
SIGNATURES ON NEXT PAGE
IN WITNESS WHEREOF,the parties have executed and entered into this First Amendment as of
the date first written above.
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
By: By:
City Clerk City Manager
CONTRACTOR: Maxwell Security,Services, Inc Check one:_Individual_Partnership_)(_Corporation
35325 Date Palm Drive
Cathedral City,CA 92234
The City requires two notarized signatures from Corporations: One from each of the following two groups: A. Chairman of Board,
President,or any Vice President:AND B.Secretary,Assistant Secretary,Treasurer, Treasurer,or Chief Financial Officer.
B
t at, a(notariz d� Signature(note z
Name:P /� J6lt� Name: l//", ��(J/
Title: 1'/��/ll��('!—C'J Title: ZL
tfo l{ State
StateCounty
��(F71'fL1G✓
Coun of Jss County of ss /`
Oni before me,�(Sf�--114U6Vt5% On/ 70 before me, L)Z.S/a--P,011()U13 r
perayppeared InAIYUhc--(/ personally appeared Vc7r( 0'4 IoA'X(4&I(
Personally ' %^ ^e (or proved to me on the basis of ire (or proved to me on the basis of
satisfactory evidence)to be the person;v)whose name(6)is/ace satisfactorryy evidence)to be the personr whose name(M is/are
subscribed to the within instrument and acknowledged to me that subscribedto the within instrument and acknowledged tome that
he/ghe"hey executed the same in his/hsFAMeir authorized +re/she/they executed the same in hls/henibeir authorized
capacity(ies, and that by his/heWheir signatures)-on the capacity(iee} and that by his/her/theiF-signature(s)-on the
instrument the person(s;-,or the entity upon behalf of which the instrument the person(s);or the entity upon behalf of which the
person(*acted,executed the instrument. pemon(syacted,executed the instrument.
WITNESS my hand an fficial seal. WITNESS my hand and ffcial seal.
Notary Signatur ��`, ,l�r�l Notary Signatur w
Notary Seal: Notary Seal:
1 '" USA HALLQUIST LISA HALLQUIST
_ Commission#1434086 Commission#1434086
Notary Public-California ._s . Notary Public-California
Los Angeles County Los Angeles County
My Comm.Expires Aug 8,2007M My COmm.Expires Aug 8,2007'
I
10 IOf 10
EXHIBIT"A"
SCOPE OF SERVICES
General:
Contractor shall furnish all labor, equipment, materials, uniforms and supervision necessary to
provide armed security patrols of designated City facilities.
Patrol Locations:
Contractor shall perform patrols in the time frames designated in Exhibit "D" at the following
locations:
Palm Springs Downtown Parking Garage-295 South Indian Canyon Drive, Palm Springs
Palm Springs Train Station, North Indian Canyon
Descriptions of Services:
Palm Springs Downtown Parking Garage-Contractor shall provide drive and foot patrol services
on an observe and report basis at this facility. Contractor shall check the property for trespassers,
and check the stairwells, elevators and the trash enclosure located at the northwest corner of the
garage structure. Identified security problems will be reported to the Palm Springs Police
Department. Patrols shall be performed at randomly-selected intervals during the performance
periods identified in Exhibit"D".
Palm Springs Train Station-Contractor shall provide patrol services in conjunction with Amtrak's
arrival schedule at the Station. Contractor shall:check with Amtrak daily for arrival time;secure the
station'/-hour prior to train arrival; unlock the restrooms upon arrival at station; meet passengers;
assist passengers and conductors as needed; keep embarking passengers advised of any train
delays;keep passengers awayfrom railroad tracks;secure station after debarking passengers have
departed; and report any incidences of vandalism to the Palm Springs Police Department.
Qualifications of Personnel:
All staff utilized by Contractor in providing patrols services to the City shall be physically fit,
uniformed, armed and shall possess all qualifications required by the State of California for the
services to be provided hereunder.
Patrol Log:
Contractor shall keep logs of patrols made at each of the two City facilities covered by this
agreement. The logs shall report the date and time of each patrol and a description of any incidents
encountered and measures taken.
The logs shall be transmitted to a City-designated Police Department contact on a weekly basis.
t t I kk
`�
EXHIBIT"B"
SPECIAL REQUIREMENTS
Section 5.3 The requirements of Section 5.3 for a Performance Bond are hereby waived.
Section 7.7 The requirements of Section 7.7 for Liquidated Damages is hereby waived.
12 I O
EXHIBIT "C"
SCHEDULE OF COMPENSATION
For services provided hereunder, Contractor shall be compensated at the following rates:
For Train Station patrols: $1500 per month
For Parking Garage patrols: $ 500 per month
Total compensation shall not exceed $24,000.
13 W ��
1
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Term:
The term of this agreement shall be 1 year.
Schedule of Performance:
Contractor shall provide patrol services in accordance with the following schedule:
Palm Springs Train Station:
Wednesdays, Fridays & Sundays 03:23
Mondays, Thursdays & Saturdays 01:04
Palm Springs Downtown Parking Garage:
Sundays and Thursdays 4 patrols between the hours of 20:00 and
03:00
Fridays and Saturdays 5 patrols between the hours of 20:00 and
03:30
14 1
\�
MINUTE ORDER NO. .'
APPROVING A CONTRACT WITH MAXWELL
SECURITY, INC., FOR SECURITY SERVICES AT
THE DOWNTOWN PARKING STRUCTURE AND
TRAIN DEPOT, IN AN AMOUNT NOT-TO-
EXCEED $26,000. c?8 r
I HEREBY CERTIFY that this Minute Order, approving a contract with
Maxwell Security, Inc., for security services at the Downtown Parking
Structure and Train Depot, in an amount not-to-exceed $26,000, was
adopted by the City Council of the City of Palm Springs, California, in a
meeting thereof held on the 51h day of January, 2005.
KATHIE HART
Acting City Clerk
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