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CITY OF PALM SPRINGS AGREEMENT #4808
CM signed 12-9-03
CONTRACT SERVICES AGREEMENT FG,-- - — - _ - _ -
THIS CONTRACT SERVICES AGREEMENT(herein "Agreement"), is made and entered
into this 20 day of August, 2003, by and between the CITY OF PALM SPRINGS, a municipal
corporation, (herein "City")and Seismic Warning Systems, Inc., (herein "Contractor"). (The tern
Contractor includes professionals performing in a consulting capacity.) The parfies 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 setforth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the
terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses,Permits.Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees,assessments and taxes, plus applicable penalties and interest,which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement,and shall indemnify, defend and hold harmless City against any such
fees,assessments,taxes penalties or interest levied,assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor(a)has thoroughly investigated and considered the scope of services to be performed,
(b)has carefully considered how the services should be performed, and (c)fully understands the
facilities,difficulties and restrictions attending performance of the services under this Agreement. if
the services involve work upon any site,Contractor warrants that Contractor has or will investigate
the site and is or will be fully acquainted with the conditions there existing,prior to commencement
of services hereunder. Should the Contractor discover any latent or unknown conditions,which will
materially affect the performance of the services hereunder,Contractor shall immediately inform the
City of such fact and shall not proceed except at Contractor's risk until written instructions are
received from the Contract Officer.
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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 "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 Nine Hundred Ninety Eight Dollars,($24,998.00)(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)paymentfor 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
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later than the first(1 st)working day of such month, Contractor shall submit to the City in the foim
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 lastworking 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)specked in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence of
the Contractor, including,but not restricted to,acts of God or of the public enemy,unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer
in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Contractor be entitled to recover damages against the City for any delay in the performance of this
Agreement,however caused,Contractor's sole remedy being extension of the Agreement pursuant
to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement,this Agreement shall continue in full force and effect until completion of the services but
not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of
Performance (Exhibit"D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
George Dickson, CEO
It is expressly understood that the experience,knowledge,capability and reputation of the
foregoing principals were a substantial inducementfor 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.
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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 priorwritten 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 jofntventurer 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:
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(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.
All of the above policies of insurance shall be primary insurance. (Reference Section 5.4
regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have
against the City, its officers,employees and agents,and their respective insurers. In the event any
of said policies of insurance are canceled,the Contractor shall,prior to the cancellation date,submit
new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or
services under this Agreement shall commence until the Contractor has provided the City with
Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance,endorsements, or binders are approved by
the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractors 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
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 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:
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(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 eventthe City,its officers,agents or employees is made a party
to any action or proceeding filed or prosecuted against Contractorfor 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 attomeys'fees.
5.3 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement,in
the form provided by the City Clerk, which secures the faithful performance of this Agreement,
unless such requirement is waived by the Contract Officer. The bond shall contain the original
notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and
current copy of his power of attorney. The bond shall be unconditional and remain in force during
the entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated "A"or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the
Federal Register,unless such requirements are waived by the City Manager or designee of the City
("City Manager")due to unique circumstances. In the event the City Manager determines that the
work or services to be performed under this Agreement creates an increased or decreased rise;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 forthe project being
designed.
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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 forfurther employment or additional compensation as a result of the exercise by City
of its full rights of ownership of the documents and materials hereunder. Any use of such
completed documents for other projects and/or use of uncompleted documents without specific
written authorization by the Contractor will be at the City's sole risk and without liability to
Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom.
Contractor may retain copies of such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them,and in the event Contractor
fails to secure such assignment,Contractor shall indemnify City for all damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute,claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside,State of California,or any other
appropriate court in such county,and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor.
The injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10)days of service of such notice and completes the
cure of such default within forty-five(45)days after service of the notice, or such longer period as
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 Agreementfor 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 Contractors 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,
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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
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it,at the same or different times,of any other rights or remedies
for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action,in law or in equity,to cure,correct or remedy any default,to recover damages for
any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall
pay to the City the sum of NONE ($_0 ) as liquidated
damages for each working day of delay in the performance of any service required hereunder,as
specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages..
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in thefollowing 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,exceptthat 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
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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 maywithhold 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 Attomeys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in anyway connected with this Agreement,the
prevailing party in such action or proceeding,in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorneys fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action,taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees
shall be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in
any decision relating to the Agreement which effects his financial interest or the financial interest of
any corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation. The Contractor warrants that it has not paid or given
and will not pay or give any third party any money or other consideration for obtaining this
Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that,by and for itself,
its heirs,executors,assigns,and all persons claiming under or through them,that there shall be no
discrimination against or segregation of,any person or group of persons on account of race,color,
creed, religion, sex, marital status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion,sex,
marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid,first-class mail,in the case of the City,
to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O.
Box 2743, Palm Springs, California 92263, and in the case of the Contractor,to the person at the
address designated on the execution page of this Agreement. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing
if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreementshall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
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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,V 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 anyone 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 competentjurisdiction,such invalidity or
unenforceability shall not affect any of the remaining phrases,sentences,clauses,paragraphs,or
sections of this Agreement which are hereby declared as severable and shall be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that(i)such party is duly organized and existing,(ii)they are duly authorized
to execute and deliver this Agreement on behalf of said party,(iii)by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
SIGNATURES ON NEXT PAGE
10
IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date
frst written above.
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
141
�131
I-I-/ 7/CJ 3Me
City Clerk age,
Agreement ever/under$25,000
Reviewed and approved by
Procurement& Contracting
InItI9141 DateA411.
P.O.NumbW..,.
CONTRACTOR: Check one:—individual_Partnershio/�,Corporafion
Corporations require two notarized signatures: Cnefrom each ofthefb1kxvIng:A. Chairman of Board.President,orany Vice President:
AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer).
9v AA-04
Signature(notarized) Signature(notarized)
Name;0�rzC4'e2 LjW(P,(J A (5L�A Name:
Title: C Title.'_
State of State of
County af,64— 6. iss County of
0nL-Y_-ajb,kx,,:, 6r n A 4 riog. ae�*' I&&- On I/- Y-0 before me. CTO�A
personallyappeam,61509667 �Pwwd*ol personallyappeared&5RA4 SqA L7_2
personally known to me -pefsoneWj-W4%n_to_mw(or proved to me on the basis of
S"oWda*WkienM)tobett)apw-oro)whosemnie(s)Wwe satisfactory evlderice)to be the persan(S)Whose names)islare
mbscfgmdbthewithininstrurmntandae4uiowfedgedtDrmftt subscribed to the within instrumentand acknowledged tome that
hefshefthey executed the same in,histhwAhatir authorized helsheAhoy executed the same in histhadtheir aultwizjA
capadtyW, and that by hisfiwAllair signature(s) on the capacity(ies), and that by hLMWM*jr 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(s)acted,executed the instrument person(s)acted,exe;ouLed the instrument
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Signature: t &144r:�— Notary Signature:
Notary Seal; Notary Seal:
.193t� JOHN R.MORENO JOHN R.MORENO inn
Commission 0 1330501 1330501
Notary Public-California lublic-Calftirnis
Notary Public Contra Caste County Contra Cosh court
MyComm.F-Vireo Nov 17,2W5 Ay Comm.Explive Nov M,21XI151
�'"3. .i,. :',jF,.
., � r-,p .�,r:�� .. . .:�.!>
EXHIBIT"A"
SCOPE OF SERVICES
Contractor shall provide, install, configure, test and place into operation four (4) complete
QuakeGuard seismic warning systems. The warning systems are to installed in thefollowing City cf
Palm Springs fire stations:
Fire Station 441 277 North Indian Canyon Way
Fire Station 443 590 East Racquet Club Drive
Fire Station 444 1300 LaVerne Way
Fire Station 445 5800 Bolero Road
Seismic Warning Systems: Each QuakeGuard warning system shall consist of hardware,system
software, 1 controller unit and 2 sensing units, emergency battery backup with charger. Each
system shall be installed by Contractor and integrated with fire station systems to activate: a)the
front apparatus room door controller(to open the apparatus room door); b)fire station alert lights
(connected via the fire station's radio interface module)and c)an audible alarm system(connected
via the fire station's radio/intercom module).
Existing Seismic Warning Equipment: Contractor has previously installed a seismic warning
system at Fire Station 442. Contractor shall provide any necessary hardware, software or
equipment upgrades to this existing equipment in order to make this installation identical to the new
equipment to be installed per this Agreement at Stations 441,443, 444 and 445.
Training:Contractor shall provide training in warning system operation and system test procedures
to Fire Department personnel resident at each fire station.
Electrical Connections: The contractor is not to work on or install any 110v electrical conduit or
make electrical connections into the building system. When the optimal location of the seismic
warning system controller,as determined by the Contractor and approved by the City,is not near a
110v outlet,Contractor shall notify Contract Officer. The City will provide the necessary 110v wiring
and associated conduit to the controller location.
Network Interface: The contractor is responsible for coordinating the network interface for the
seismic warning system the City's Information Technology Department. Access to the system
sensors will be achieved through an internet connection coordinated with the Information
Technology Department.
Contractor shall have the right to all data generated by the QuakeGuard seismic warning system
and associated equipment installed in the City's fire stations and shall have the right to transmit
such data via the network interface to other locations. The Contractor shall not receive any
compensation from the City for expenses related to exercise of its rights to such data apartfrom the
compensation identified in Exhibit"C", Schedule of Compensation of this agreement.
The City's only uses for the data generated by the QuakeGuard seismic warning system will be to
activate the front apparatus room door controller,the fire station alert lights and an audible alarm.
12
EXHIBIT"A"
SCOPE OF SERVICES (Continued)
Warranty: The contractor is to warranty all parts, software, hardware and services for a period of
one year from the acceptance date of the system.
System Acceptance Test: The Contract Officer and the Contractor will jointly conduct an
inspection and acceptance test of each system. The City will accept the QuakeGuard warning
systems upon successful completion by each system of acceptance testing. Acceptance testing
will be performed on each installed system as follows:
Each QuakeGuard system will be manually actuated both locally and from Contractor's
headquarters in Northern California via network interface. Upon manual actuafion the system must:
a)open the front apparatus room doors; b)turn on the fire station lights;c)cause an audible alert
via the fire station radio/intercom system.
13
EXHIBIT "B"
SPECIAL REQUIREMENTS
5.1 (b)Worker's Compensation Insurance: The requirement for Worker's Compensation Insurance
is hereby waived. Contractor has no employees.
5.3 Performance Bond:The requirements of Section 5.3 for a performance bond are herebywaived.
6.2 Records: The records associated with this agreement consist of the following: invoices and
contracts with any City-approved subcontractors, work orders, receipts and the wiring diagram
pertaining to the work in each fire station.
6.3 Ownership of Documents: In the event the City requests documents pursuant to this term,
Contractor shall identify it's proprietary rights in any such documentation and shall mark such
documents accordingly.
14
EXHIBIT"C"
SCHEDULE OF COMPENSATION
Total Compensation shall not exceed $24, 998.00.
Method of Payment: Contractor shall be paid in accordance with the following payment schedule:
40% $ 9,999.20 Upon execution of Agreement and issuance of Notice to
Proceed/Purchase Order
60% $14,998.80 Upon completed installation, testing, training, and system
acceptance by the City
15
EXHIBIT"D"
SCHEDULE OF PERFORMANCE
The Contractor will have 60 continuous days from the date of faxed receipt of Notice to
Proceed/Purchase Order to provide, install, configure, test, place into operation and complete
system acceptance testing for all four(4)QuakeGuard seismic warning systems.
16
ACORDe CERTIFICATE OF LIABILITY INSURANCE DATE /DO/YY)
10/30
/03
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO THE
Molnar Insurance Agency HOLDER. THIS CERTIFICATE RIGHTS
DOES NOTO AMEND,CERTIFICATE EXTENDOR
80 Prospect Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Watsonville, CA 95076 INSURERS AFFORDING COVERAGE
INSURED INSUHERA: Scottsdale Indemnity
Seismic Warning Systems, Inc. INSURERS Progressive Insurance Co.
5619 Scotts Valley Drive INSURER C.
Suite 180 INSURER 0'
Scotts V Iley, CA 95066 INSURER e
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
GENERAL LIABILITY EACH OCCURRENCE $1,000,000
)C COMMERCIAL GENERAL LIABILITY- - -- -- - 'IRE DAMAGE(Any one fire) $10%000 -- " -- -
A CLAIMSMADE OCCUR CA-326-974-01 10/25/03 10/25/04 MEDEXP(AnYcn.Persor) $5000
PERSONAL S ADV INJURY $1,000,000
GENERAL AGGREGATE $1,000,000
GEN'LAGGREGATE LIMIT APPLIES PER' PRODUCTS-COMPIOP AGO $1,000,000
POLICY PRO- Lac
AUTOMOBILE LIABILITY CO M BINED SINGLE LIMIT $ 1 000 000
K ANY AUTO (Ea accltlenl) r
ALL OWNED AUTOS BODILY INJURY
B SCHEDULED AUTOS CA-34676-67-98 08/13/03 08/13/04 (Per person) $
HIRED AUTOS
BODILY INJURY $
NON-OWNED AUTOS (Per accltlenq
PROPERTY DAMAGE $(Per acclUenl)
GARAGE LIABILITY AUTOONLY-EAACCIDENT $
ANYAUTO OTHER THAN EA AGO $
AUTO ONLY AGO $
EXCESS LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE- AGGREGATE $
$
DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND TWO STATU- OTH-
TO YLIMRS ER
EMPLOYERS'LIABILITY
E.L.EACH ACCIDENT $
ELDISEASEEA EMPLOYEE $
El DISEASE-POLICY LIMB 1$
OTHER
DESCRIPTION OF OPERATION&LOCATICNSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTSPECIAL PROVISIONS
Project: Installation of (4) Quake Guard seismic warning systems at FireStations 441,443,444,445
Additional Insured: The City of Palm Springs,its officers,employees and agents
CERTIFICATE HOLDER K I ADDITIONAL INSURED;INSURER LE17ER; A CANCELLATION
SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION
City of Palm Springs DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
PO Box 2743 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,OUT FAILURE TO DO SO SHALL
Palm Springs , CA 92263 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRESENTATIVES,
AUTHORIZED REPRESENTATIVE
ACORD 25-S(7197) ACORD CORPORATION 1988
DEC. 4, 2003 8: 39AM Nu. Uhl
ACORD„ CERTIFICATE OF LIABILITY INSURANCE 12104103 B
12/04103
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Molnar Insurance Agency ONLY ANC CONFERS NO RIGHTS UPON THE CERTIFICATE
Y ALCTERRTN9 COVERAQE AFFORDED BY TS NOT HE POL�C EI STBELOW
80 Prospect Street
Watsonville, CA 95076 INSURERS AFFORDING COVERAGE
INSURED INSUREgA: Evanston Insurance Cornoany
Seismic Warning Systems INSURERS:
5519 SDatts Valley Drive' INSURERC:
Suite 160 INSURERC;
Scotts V lley,CA 95066 INSURER E,
COVERAGES
THE POLICIES DF INSURANCE UETeC BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANbiN2
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUEb OR
MAY PERTAIN,THE INSURANCE AFPORDED BY THE POLICIES DESCRIBED HEREIN I5 SUDJEOT TO ALL THE TERMB•EXCLUSIONS AND CONDITIONS OF SUCH
aOLtcIES,ADOREaAYE LIMNS SHOWN MAY HAVE BEEN REDUCED RYPAID CLAIMS,
INSR TYPE OF INSURANOE POLICY NllMREfl P WDY FFECTIVR POLWV E%PIRATION LIMITS
QENERAWABILITY EACNUCCURRSNCE 51,DOO,000
X COMMSRCIALGENEEAL LIABIUTY FIRE DAMADS An one ft $
A CLAIMe MADE jK]occuR Sp-811334 11/19/03 11/19/04 MOO SXP(Any Rno P.n.ni E
PERSONAL AOVINJUAY 81,000,000
GENERAL AOGREQATE I 11000000
GENL AQQREQATE LIMIT APPLIES PER: PROOUCTS-COMPNPAGQ 1,000,QDO
POLICY PR6 7 LCC
AUTOMOSILELIASIUTY
COlARINSDSINOLSLIMIT $
L�OHEPULEC
TO {Ea aeeEanl)
NED AUTOS BODILY INUURY
AUTOS IPer omaonl 6
AUTOS
SODILYINJURYWNED AUTOS IPer wwanE
PPOPER7Y DAMAPE 0
IPer aeeldenl)
QARAQE LIABILITY AUTO ONLY-EA ACCIDENT S
ANVAUTO
OTHERTHAN EAACC $
AUTO ONLY; AEG ;
EXCESS WASWTY
S
DCCUR CLAIMS MADE EACHOCCURRENCEAOQREEATE IF
DEDULTIRIE 0
RETENTION y
WORKERS COMPENSATION AND 8
EMPLOYERWILABILITY WC 6TATU OTH
E.L.EACH ACCIDENT
&L.DISEASE.EA RMFLQyEEI Q
OTHER E•L.OISSASE.POGCY LIMIT 8
DOCRIVI'ION OF OPERATIONS/LOCAIION&NSMCLBS/IXCLURICNS pODEC SY ENPORBEMENT/6PECIAL PROVISIONS
Project: Installation of(4)Quake Guard seismic warning systems at Fire Stations 441,443,444.445
Additlonal Insured;The City of Palm Springs, its officers,employees and agents
Policy endorsement EIC 4356 4103 and EIC 831 12188
CERTIFICATEH LDER X ADDITIONAL INRupEO•INEURER LE ER: K CANCELLATION
City of Palm Springs SHOULD ANY OFTNE ADOVE gESCRIBEq POL DIES BEGANOELLED REFORETHH6%PIRATIUN
GATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3�DAYS WRITTEN
P.O. Box 2743 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,OUT FAILURETO DO BO SHALL
Palm Springs, CA 92263 IMPOSE NO ODLIOA71ON OR LIABILITY OF ANY KIND UPON THE INSURER,ITS A66415 OR
pEppEaFtITATIVEU.
07 ON(=REPRESENTATIVE
AGORD 25•S(7l97)
GA D CORPO ION 198E
12/02/03 14:34 FAX 650 328 7518_ _RINIO'S PALO ALTO 123002
I I
ONE COPY OF
-�- CALIFORNIA CAR INSURANCE CARD CALIFORNIA CAR INSURANCE CARD THIS FORM
POLICY NUMEER 0201035-D13-05R POLICYNUMBER 0201035-D13-05A SHOULD BE
INSURED PRICE,MICRAEL & MADISON, INSURED PRICE,MICM & MBDISON, CARRIED IN THE
NANCY NANCY VEHICLE AT ALL
TIMES.
EFFECTIVE DATE EXPIRATION DATE EFFE0 IVE DATE EXPIRATION DATE
UCT-13-2003 APR-13-�2004 OCT-1�-2003 APR-13-2004 THE FORM MAY
CAN-YEAR/MAKFJVEHICLE IDENTIFICATION NUMEER CAR-YFAR/MAKEIVEHICLE IDENTIFICATION NUMBER 13E NEEDED AS
2000 LINCOLN LS OR 2000 LINCOLN LS 4DR
12,TIN8652YY808308 ILNM6S2YYR08306 EVIDENCE OF
INSURANCE IN
COVERAGES(SEE REVERSE FOR COVERAGE NAMES) a.m COVERAGES(SEE REVERSE FOR COVERAGE NAMES) rota,
A C, D, G, U, M A C, D, G, U, Ul . COURT.
Tfie coverage,pprovided by the policy meets the Tie coverage provided by the polio meets the
min mum liability limits prescribea by law. minimum liability limits prescribed by law. THIS CARD IS
State Farm Mutual Automobile Insurance Company State Farm Mutual Automobile Insuran an ce Com INVALID IF THE
6400 STATE FARM DRIVE y 6400 STATE FARM DRIVE p y POLICY FQR
ROHNERT PAM CA 94926 ROHNERT P-W CA 94926 WHICH IT WAS
ISSUED LAPSES
AGTQ4PE JAVITZ tDLIC# TEMPS JAVITZ AGENT NAIC OR IS
STATE FARM,IZi 25178 STATE FARM IkSMR E 25171 TERMINATED.
275 TORN 6 VLG- 275 TOWN & COUNTRY VLG.
PALO ALTO MIFQRNIA 94301 PALO ALTO CALIFORNIA 94301 130-4180 CAe.2
PHONE# 69-32fi-1874 PHONE$ 656-326-1874 Printed in U.S.A.
STATE FARM INSURANCE COMPANIES STATE FARM INSURANCE COMPANIES
SUBMIT THIS CARD,OR A PHOTOCOPY OF THIS CARD,WITH
YOUR VEHICLE REGISTRATION RENEWAL,
IF YOU HAVE AN ACCIDENT- IF YOU HAVE AN ACCIDENT-
NOTIFY POLICE IMMEDIATELY NOTIFY POLICE IMMEDIATELY
1. Writedown 0am.s,addraeeegtalaphone numeara,and Il.enre rem tor:or 1. Wdle down nam➢c,.ddreseee,lalophono numeara,end II.dnso numesm or
pelrsvnanvalved and.fwimeccee.Alen Wdta dawn the licen^.o place numear and peMona involved and of ve ngsonc.Aleo Witte down Ina license plaid numSer and
seta of each vanlcta Involved, sting.l.tech Vehicle Invalvod.
2. Notify slate Fenn Agent pmmplty.(IF any Inludac,phone name.State Farm 2. Netiry Slats Farm Agent promptly.(if any Inludea,phone n.areal state Farts
Agent or Claim 011fce.II neeav➢gry.call rnlormatlon In nearest large lowrv) Agent or Claim OIIIce.If noa coary,call Iomrmaaon in nearnst I•]rg.town)
3, Do not admit fault De not dledassthe accident With amend except State Farm or 3. Do not admit 16UTL Do not dlaeucs the accident w1m anyone except St,ea Farm or
Ponca- Polka-
130-41a0 CA0.2 130,4100 GA02
kill HOW TO IDENTIFY YOUR COVERAGES
SEE POLICY FOR FULL NAME AND DEFINITION SEE POLICY FOR FULL NAME AND DEFINITION
A Uabifdy R Car Rental Expense A Liablllly H Car Rental Expense
C Modlcal Payments H1,R2 Car Rental and Travel Pxpense C Medical Payments R1,R2 Car Rental and Travel Expense
D Comprohonslve or Other S Death,Dismemberment and Q Complehanslva arOlher 8 Death,Dismemberment and
Than COIlislon(OTC) Lose of SIgM Than Collision(OTC) Loss of 51ght
F Collislon 807. T Total Disabiily , F Collision 80% T Total Disability
G Golllslon U Uninsured MotorVohicle O Collision U Uninsured Motor Vehicle
H Emergency Road Sendce U1 Uninsured Motor Vehicle H Emergency Road service U1 Uninsured MotarVehide
L Physical Damage Property Damaga L Physical Damage Property Damage
LE Limped Economic Less Z Loss of Eaminge LE Limited Edonomlo Loss Z Loss of Ezmings
!r
12/02/03 14:34 FAX 650 328 7518 KINKO'S PALO ALTO
_ Q 003
77E FARM
L. ..
11 itq NCE
NOVEMBER 17, 2003
AUTO POLICY STATUS
H PHONE: (650) 321-3112
PRICE,MICHAEL & MADISON, MUTT. 020 1035-D13-05A IRG: 21
NANCY ZIP: 94306
1665 ESCOBITA AVE 2000 LINCOLN LS CLASS: 6B30BV12
PALO ALTO CA 94306-1014 4DR ACC FREE: OCT-13-00
VIN: 1LNHM86S2YY808308 BIRTH: SEP-22-53
STATUS:PAID DUE DATE: TERM DATE: TOT PREM: 486. 04
AMT DUE: 0. 00 OXD:OCT-13-00 COV DATE:OCT-13-01 PREY PREM: 501. 10
A 250 /500 /100 175.44 U1 1.50
C5000 10.56
D100 57 .73
G250 213. 52
U 250 /500 27 .29
AMT PAID: 486.04 DATE PAID: OCT-14-03
CDR SR 503.49, MCD 110. 55, LD 3 15.06, CGDD 121.50,
VSD 30% 4. 50, ODM 5201 10-00, MLD 54.00_
NAME: PRICE,MICHAEL & MADISON, H PHONE: (650) 321-3112
REPLACED POLICY: 0201035-05 POLICY FORM: 9805A
EXCEP. & END:
REC CHG-.
COV. S & Z NAMES S AMT Z
11 09 u3 13:54 rAA 650 328 'i 518 ICINI O'S PALO ALTO_ Z 002
STATE FARM INSURANCE COMPANIES AUTO RENEWAL
Ostate Farm Mutual Automobile lnBUranW company POLICY NUMBER 20 1035-D13-05A
6400 state Farm uriva Rohned Park OA W26 OCT 73 2003 to APR 13 2004
333R -2324 A OATEDUE PLEASE PAY THIS AMOUNT
OCT 13 2003 $486.04
PRICE, MICHAEL 8 MADISON, Coverages and Limits Premiums
NANCY
1665 ESCOBITA AVE
PALO ALTO CA 94306-1014 A Liability
Bodily Injury 250,000/500,000
Property Damage 100,000 175 . 44
Ild,11l I'll IlJlmdluurllllr.wtllrinldlrulrlrr hill I C Medical Payments 5,000 10 . 56
D 100 Deductible Comprehensive 57 . 73
G 250 Deductible Collision 213 .52
U Uninsured Motor Vehicle
Bodily Injury 250,000/500,000 27. 29
U1 Uninsured Motor Vehicle
Property Damage 1 .50
Your premium is haled on the fallowing. ..ff not ccrrect,contact your agent.
2000 LINCOLN LS VIN 1 LNHM86S2YY806308 Amount Due $486. 0
cl
Superior Driver Rate Level (See description on back)- Your premium has already been adjusted
by the following:
Driven over 7,500 miles annually. (National average is 12,000 miles
annually.) Premium Reductions
Multiple Line 54. 0(
A principal driver has between 34-48 years of driving experience and Multicar 1 10 . 5 c
there are no unmarried drivers with less than 9 years experience Vehicle Safety 4. 5(
assigned to this car. Driving Safety Record 5 0 3 .4'
California Good Driver 121 .5I
Pleasure use or commuting to and from work or school. Loyalty 15 . 0
CONVENIENT PAYMENT OPTION: You may use one of State Farm's alternate payment plans which divides your present
premium into two separate payments.
You may pay one half of the amount due,$243.02,plus a handling charge of$2.00, The amount due on OCT 13 2003
will be$245.02.
The remaining half will be due on DEC 12 2003, We'll send you a reminder notice.
The following list of drivers is shown for informational purposes only and does not extend or expand coverage beyond that
contained in this automobile policy. Our records indicate the persons listed below are the only licensed drivers reported to us:
- NTICHAEL-fR'f�; N"I�1VfiY`fOFRt3tSOi+f-='^�-.-y�--,• -- - --- -----.-'-----�.----- ---s--_'•-�
If the above information is inaccurate or incomplete, please contact your agent immediately to make corrections.
+i 16 7315 3387
See reverse side for important imormatic
Agent TEMPEJAVITZ Please keep this part for your record.
DEC. 4. 2003 8 : 39AM NO. 057 P. 3
Nil EVANSTON INSURANCE COMPANY
MAWI{ELO
iridvrsement
FolicyNo.: Sp-911334 Bndorsenae%No.: 3
Wf9(;t1y0 Date: November 19,2003
ADDITIONAL INSWRED—VENDORS
(LI'MITED PORlvi)
In consideration of the premium paid, it is hereby understood and agreed that the policy is
amended as follows;
I. Section THE INSURED is amended to include as an Insured the fnl]owing:
any person or organization that is a vendor of the Named Insured (hereinafter referred to
as `aVendoe'), but only with respect to the sale in the regular course of the Vcndor's
business,ofthe Named Tnsured's products specified in Item 6.the Declarations s0bjeot to the
Following additional provisions;
provided,however,that coverage a&brded to the Vendor shall not apply to:
1. any express warranty, unauthorized by the Named lneored;
2, any act of the Vendor which changes the condition of the product;
3. any failure to maintain the product in merchantable condition;
4. shy failure to make such,inspections, adjustments,tests or servicing as thb Vendor
hu agreed to make or aormally undertakbs to make In the usual course of
business, in eannection With the distribution or sale of the product;
S. products which after distribution or sale by the•.Newed Insured havo been labeled
or relabeled or used as a container, pant or ingredient of any other product, thins;
or substance by or,for the Vendor,or
6. bodily injary orproperty damage occurring wirbin the Vendar's premises,
2. The caverage afforded by thin eudotserAent does not apply to any pennon or organization,as
inauaad,from whom the Namcd Insured has acquired such products or any ingredient,part
or container,entering into,accompanying or containing such products,
All other terms and conditions remain urehengod.
AvihorlZwtl Reiuvo�
l 4366 b/03
TO 35b'd SNT W3-OMN USURZEZE tTI6T e00Z/40/ZT
Z0 39ad SNS 1#131011�]N 9Z9Z69ZEZ6 9Z:0T E09Z/ee/ZT
DEC. 4. 2003 8 : 39AM N0. 051 P. 4
III EVANSTON ZNSUR NCE COMPANY
MARNFl"
Endorsement
Polioy No,; Sp-811334 Endorsement No.: 3
B-Motive Date; November 19,2003
BROADENING''SNDORSEMENT
in consideration of the premfu<n charged,, it is hereby understood and agreed that coverage as
afforded by this policy is amended to include the following;
1. CONTRACTUAL LIABILITY COVERAGE
(A) The definition of Incidental contrabt is extended to include any contract or
agreement relating to t'he conduct of the Named Insured's business.
(B) The insurance afforded with respect to liability assumed under an incidental contract
is subject to the following additional exclusions:
(1) to bodily itdury or property damage for wluoll the insured has assumed
liability under any incidental contract, if such irdury or damage occurred
prior to the execution of the incidental contract;
(2) if the insured is an architect, engineer or surveyor, to 'bodily Wary or
property damage arising out of the rendering of or the failure to render
professional services by Stich insured,including
(a) the preparation of approval of maps, drawings, opinions, reports,
surveys,change orders,designs or specifications,and
(b) supervisoty,inspection or engineering sexvioos:
(3) if the indmu itee of the insured is an architect, eaginaer or surveyor, to the
liability of the indemnitee,his agents or employees arising out of
(a) the preparation of approval of or the failure to prepare or approve
maps, drawings, opinions, reports, 8'orveys, chango orders, designs
or specifications or
(la), the giving of car the failure to give directions or ingtraotions by the
indemnitee, his agents or employees, provided such giving or
failure to give Is the primary cause of the bodily injury or property
damage;
EIC 83, 12168 Page t
t0 '3E1ad SNI W370119N 9L9L89ZfZS 9C%Lt 600z/ZOlzT
£0 3Dvi 5N2 NA70113N 9L9Z69ZEZE 0z:0T E00Z/U/} T
DEC. 0, 2003 8: 39AM N0, 057 5
giKg EVAN'STON INSMNdCE COMPANY
MARP
Endorsement
(A) to any obligation fbr which the insured may be held liable in action on a
Contract by a third party 'beneticaary for bodily injury or property damage
arising out of a project for a public authority; but this exoluaion does not
apply to action by the public authority or any ocher person or organization
engaged in'the project:
(C) The Yellowing additional condition applies:
A"ITRATION
11e company shall be entith4d to exercise all of the insored's rights, In the choice of
arbitramrs and in the conduct of any arbitration proceeding.
1I. PERSONAL INJURYAN1:1AVVI?]I;MINGINXURY LIABILITY COVERAGE
(A) the Company will pay on behalf of the insured all sons which the insured shall
become legally obligated to pay as damages because of personal injtuy or
advertising injury to which this insurance applies, s'ustainod by any person or
organization and Adding out of the conduct of the Named lnsurad's business,within
the policy territory, and the company shall have the right and duty to defend any suit
against the insured se&dno damages on account of such injury even if any of the
allegations of tiro suit are Boundless, fitlse or fraudulent, and may make such
investigation and settlement of any claim or suit as it,deems expedient, but rile
company shall not be obligated to pay any claim or judgment or to defend any suit
after the applicable litait of the company's liability has been exhausted by payment
of judgements orseltlements.
()3) This insurance does not apply:
(i) to liability assumed by the insured under any contract or agreement;
(2) to personal injury or advertising injury arising cut of the willful violation
of a penal statute or ordinance committed by or with the knowledge or
consent of the insured;
(3) personal injury or advertising injury arising out of a publication or
utterance of a libel or slander, or a publication or utterance in violation of
an izdividual's right of privacy, if the ilrst injurious publication of
utterance of this same or similar material by or on behalf of the named
insured was made prior to the effective date of this insurance;
61C 891 121as 6 a Paget
E@ 3^JVd 5NI W31DML N 9L8L99ZEZ6 TTtLT E0B21Z9/ZT
ti0 3�Jdd SNI WEIDLI7IN 9G9Z89Z( Z8 0 t92 00 /89/LT
N0. 057 P
DEC. 4. 2003 8: 41AM
III EVANSTON INSURANCE COMPANY
MARKW
Endorsement
(3) to property damage to propaxty owned, occupied or used by, rented to, in the cars,
custody or control of or over which physical control is being exercised for any
purpose by another employs, of the named insured, or by the named insured or, if
the Named Insured is as partnership or joint venture, by any partner or monnbcr
thereof or by uie spouse of any of die foragoing.
X. EXTBNDFD BODILY IWY'URY COVERAGE
The definition of occurrence includes any intentional act by or at the diraclion of the insured which
results in bodily injury,if such Jr wry arises solely from the ase of reasonable force for(he piupose
of protesting persons or property.
Xl, AUTOMATIC COVERAGE-NEWLYA,CQUWD ORCANIZATIONe (90 days)
1'ha word insured shawl include as N mod Insured any organization which is acquired or fanned by
the Named Insured and over winch the Named insured maintains ownership or majority interest,
other than a Joint vennrre,provided this iaassu mce does not apply to bodily injury,proprrV d,arriage,
personal injury or advertising Injury with ra:spect to which sueh'new organization under this policy
is also an insured under any other similar liability or indemnity policy or would be An!neared under
my such policy but For exhaustion Of !traits of liability. The Insurance afforded heroby sbdl
rexiinate 90 days froin the date any such orgaurizatlon is aequkad or(brined by theNarMcd InSored.
All other lerms and conditions(cream unchanged.
�"' �gUthotlaetl Repro afve
Elc 831 12,80 y Page 8
L
6i3 3Jad
sNa WB'131TnN 9G9L86ZEZ2 tt:GT EtdOu/ZR/:R
0S 3gvd
5NI W3101I3N 9G9Z65ZEZE 0Z�0't E00Z/EOfZ'i
N0. 057 P. 10
DEC. 4. 2003 8: 40AM
gig EVANSTON INSURANCE COMPANY
NtARgEr
Endorseim ni
V(L NON-OWN:31)WATE'RCRAPT LIABILITY COVERAGE
(under 26 feet in length)
Exclusion (g) does not apply ro any waterera& under 26 feet in length provided such
watercraft is neither owned by the Named Insured nor being used to carry persons or
property for a charge.
Where the Insured is, irrespeutive of this coverage, covered or protected against any loss or
claim which would otherwiso have been paid by tho company under this endorsement,t'hero
shall be no contribution or participation by this company ox% the basis of excess,
contributing, deficiency,concurrent,or double insurance or otherwise,
vill. LIMITED WOPLDWIDD LIABILI'r'Y'COVERAG)i
The deOWtion of policy territory is mounded to imelude the tbllowing:
(4) Anywhere in the world with respect to bodily injWy, propmty damage, personal
injury or advertising injury adainz out of activities of any inured permanently
40miciled 'iA the 'Untied States of America enough temporarily outside the 'United
States of America, its tenitrirlea and possessions or Canada, provided the original
Suit for damages because of any such injury or damage is brought within the'United
states ofAmeriea,its territories or possessions or Camden.
M ADDITIONALI'MONS 1N'SIJR,C D
As respects bodily injury prop"e damage and pcasonal iriMY and Wvertising injury
coverages,under t'hd provision ,porsa>ns Insure4l',the following tiro added as Insured:
(�lJ Spouse-partnership- Xf the bfarned Insured is a partaerehip, the spouse of a PamO'
but only with respect to the conduct of the business ofthe earned insured.
(ley) Employee -Any Employee of the Named Insured while acting within the scope of
his duties as Stich by the ittsltranee afforded to such employee does not apply:
(1) to bodily injury or pmoual injury to another employee of the named insured
arising opt of or in the course of his enrployrrtent;
(2) to personal injury or Wv&dsing injury to the named insuued or,if the Named
lnsurad is a partacrehip or joint vendee, any partner or member thereof, or
the tapotise of any of the foregoing;
EIC;331 1?J681 Page 7 .. "
00 Shvd SNI WVOIXIN 9E9Zesaeae St Lt eaez/aalaL
60 3�J7d
SKI V111-113MN 9t9z89ZEz£ 0Z:9� E'00L(E0/ZT
DEC. 4. 2003 8: 40AM N0. 051 P, 4
IdMARKEjw
EVANSTON INSURANC-&COMPANY
Endorsement
(3) With aspect to the completed operations hazard and with respect to any
classification stated in the policy or in the oompanys rnanuai as "including
completed aperadOns",to properly dannage to work performed by the Nsmed
Insured arising out of such world or any portion thereof, or out of such
miaiteriats,ptuts or zyuilomzttt furnished in connection therewith.
(13) The ;Broad Form Property 179m118o Liability Coverage shall be excess insurance
over any valid and collectible property insurance (including any deductible portion
Thereof]available to the insured such as,but not limited to,Fire,Mended Coverage,
Builders Risk Coverage or installation Risk Coverage, and the Other insurance
Condition of the policy is amended accordingly,
VI, INCIDENTALMEDICAI.MALPRACTICE LIABILIT'YCOVERAGE
The deiinirion of bodily injury is amended to include Incidental Mddioal Malpraeticc Injury.
Incidental Medical Malpractice lnjuty means injury arising out of the rendering of or failure
to render,during the policy period,the following services:
(A) medical, surgical, dental x-ray or nursing service or treatment or the ,furnishing of
food or beveragas in cennoctio'n therewith;or
(B) the famishing or dispensing of drugs or modioal, dental or surgical supplies or.
appliances.
This coverage does not apply to,
(1) okponses incurred by Ilse insured for first aid to others at rho time of an
accidtmt and the "Supiplemerttaty Payments" provision and the "Insured's
l)utiOR in the $vent of Oocutzertce Claim or Suit" Condition are amended
accordingly;
(?) any insured engaged in the business or occupation of providing any of the
services described under\q(A)and(13)above;
(3) injury caused by indemnitee if such indamnitee is enp$cd in the,business or
occupation or providing any of the services described under VI(A) and ('a)
above;
I"IC 831 12/aS Pape 6
L0 39dd SNT WM31.12N SL9EM= 11!LT M3Gz/M/zT
90 3EJCd SNI W37011ZIN 949U ME U :GT C00Z/ea/zT
DEC, 4, 2003 8. 40AM N0. 057 P. 8
Mill EVANSTON INSURANCE COMPANY
Endorsement
(C) The Fire Legal Liability Coverages-Real Property shall be excess i nsumllce over any
valid and collectible property insurance (including any deductible portion thereon),
available to the insured, such as, but not Wrilted to, Hire Extended Coverage
BulIdds Risk Coverage or :installation Risk Coverage, and the Other 'Insurance
Condition of the policy is amended accordingly.
Y• BROAD FORM PROPERTY DAMAGE UkBILITY COVERAGE
(Including Completed Operations)
Tho insurance for property dainago liability appliea, subject to the following additional
provisions:
(A) Exclusions(e) and(k)a'rc replaced by the following-
(1) to property owned or occupied by or rented to the insured, or, except with
respect to the use of elevators, to propmV hold by the insured for saie or
anhztstod to the insured for storage or safekeeping;
(w) except with respect to liability under a written sidetrack agrmment or the ttse
of elevators,
(a) to property which on prwaims owned or rented to the insured for the
purpose of having operations performed on such property by or on
behalf of the insured,
(b) to tools or egtupmtmt while being used by the insured in performing
his operations,
(o) to property in the custody of the insured which is to be installed,
meoted or used in ooneiruction by the insured,
(d) to that particular part of any property. not on premises owned by or
rented to the insured
(i) upon %vhich oporations ate being p='0rmed by or on behalf
of the insured at the time of the propbtty dunnage arising out
of such operation8, or
(ii) out ofwhiah anypxoperty damage ariaas,or
(lii) the restoration,repair or raplaoemont of which has been made
or is necessary by reason of faulty workmanship thereon by
or on hehalf of the insured;
1=1C Rol 12188 1 Page S
90 3nHd SNI WnloJ.23N 8L9i;89i:EZE St:LT Sl�6i;/7.B/'ut
L0 29vd SNI W3101UN 949Z89ZEze 06:eT €.00Z/E0/Zi
No. 057 P• 7
DEC. 4. 2003 8: 40AM
III EVANSTON YNSURANICE COMPANY
MAlt R'
Endorsement
(2) wrongful entry or eviction or other itvmion of the right of private
occupancy;
(3) apniblicadonorutterance
(a) ofa libel or slander or other defamatory or disparaong material, or
(b) in violation of an individual's right of privacy; except publications,or
utterances in the course of or related to the advertising,broadcasting,
publishing or telecasting activities conducted by or on behalf of the
Named Insured shall not be demred personal iri(ury.
ADDITIONAL DEFINITIONS
When used herein
"insured premises" means all premises owned by or rented to the Named Insured Willi respoot to
which Cite 'Named Iniawed is afforded coverage for bodily inj'ary liability under this policy, and
including the ways unmediately adjoining On land;
111. MOST LIQUOR LA'V L1A'BIL1TY COVERAGE
P,xol'usion(p) does not apply with respect to liability of the insured or his indertmttee arising
out of the giving, or serving of aleolibHo beverages at funotions incidental to the Named
Ibsured's business, provided the named insured is trot OrMed in the business of
mamfacturin&distribute lolling,or sex+%uig of aleoholio beverages.
IV FIRE Li 0AL LIABILITY COVERAGE-REAL PROPERTY
With respect to property damage to structures or portions thereof rented to or leased to the
Named Insured, irtcl'eang flxtt m pomianently attached thereto, it such property darnago
arises out of fire
(A) All of the a excl'u9fons of the policy,other than the Nuclear Energy Liability EnolusiOU
(Broad form),are deleted and replaced by the following:
This insurance does not apply to liability assumed by the insured under any boatrsct
or agreem*nt.
(B) The limit ofpr»peury damage liability aS respects this Fire Legal Liability Coverage.
Real property is $50,000 each Occurrence unless otherwise stated llx the schedule, of
this endorsemem.
EIt;351 12/88 ; Page 4
50 3�Jvd 5Nr W9I�lI3N 9L9Le5z'E6E TTUT E00Z/U/41
96 VOJI3N 9L9Z69ZEZE 9Zt9T EBBZ/EO/LT
NO. 057 P. 6
DEC. 4. 2003 8:40AM
fig ,EVANSTON INSURANCE COMPANY
M4BKEL°
Endorsement
(4) to personal injury or,advertising injury arlsinS out of libel or slander or the
publicatiop or utterance of der3tmatory or disparaging mawriui concerning
any person or organization or goods, products, or services, or in violation
of an individual's right of privacy, made by or at the direction of the
insured witlr'knowledge of the falsity thereof;
(S) to personal injury or advertising injury arising out of the conduct of any
partnership or joint venture of which the irisurod is a partner or member
and which is not designated in the declarations of the policy as Named
Insured;
(b) to advertising injury arising out of
(a) falluro ofgerJ'ormance orcontract,but this axclusion does not apply
to the unauthorized appropriation of ideas based upon alleged breach
of implied contract, or
(b) infringement of trademark, s&vice marls or trade name, other than
titles or slogans, by use thereof: on or in eonuaction with goods,
products or servioes sold,offered for sale or advertised,or
(c) incorrect description or mistake in advertised pdce of goods,
products or aervioe3 hold,offered for salt or advertised;
(7) with respect to advertising injury
(ra) to any insured in the business of advertising, broadmisting,
publishing,or teiecasting,or
(a) to any injury arising out of any act committed by tho insured with actual
malice,
(C) Limits of Liability
Limits apply each and every oeeunv=&and in the aggregate.
(D) Additional Definitions
"Advertising Injury" means i*ry arising out of as offmoe committed dwIng ttie
policy period eccun'in8 in tht:course of the named insured's advertising activities,
It suclr injury arises out of Mal, slander,defamation,violation of right of privacy,
piracy, unfair competition,or infrngement of copyrigbt, title, or slogan.
"Personal laj'ury"means injury arising out of one Or'more Of the foi'lOwing
offenses committed daring the policy period:
(1) Peke arrest, detention,imprisOnmact, or malicious prosecution,
Sir,831 121a8 J Page 3 s s
v0 :aMci ENS W9'10113N 9LSn1UZE TTUT E0BZ/Z9/Z't
90 39vcd 5NI W3"10117N 9L998gZEZE 0Z 9S E99ZfE0/ZZ
INSURANCE APPROVAL FORM
PROJECT NAME: Installation of Seismic Warning Systems in Fire Stations 441,
443, 444 & 445
CONTRACTOR NAME: Seismic Warning Systems Inc./Michael Price
PROJECT NUMBER: N/A
TYPE OF INSURANCE: Automotive Insurance
NAME OF INSURER: State Farm Insurance Companies
RATING OF INSURER: A++
EXPLANATION FOR WAIVER:
The City's standard agreement calls for automobile insurance with liability limits of $1,000,000
bodily injury and property damage. Contractor's limits are$500,000 for bodily injury and$100, 000
for property damage.
Contractor's use of an automobile related to this contract will be solely for transportation between
fire stations and the risk is therefor deemed minimal. The policy limits exceed the minimum State
of California requirements.
�� 3PQ�•kust
SUE MILLS, PHR
Director of Human Resources
DAVID H. READY
City Manager