HomeMy WebLinkAbout04807 - MAXWELL SECURITY GUARD DIVISION CONTRACT POLICE DOWNTOWN PARKING STRUCTURE TRAIN STATION DOCUMENT TRACKING
Page: 1
Report: One Document Detail April 21, 2006
Condition: Document Numbera4807,
Document# Description Approval Date Expiration Date Closed Date
A4807 Security Service For Railroad Station 12/03/2003 12/01/2004
Company Name: Maxwell Security Guard Division, Inc.
Address: P.o. Box 220723, Newhall, CA 91322
Group: POLICE DEPARTMENT
Service: In File
xRef: POLICE DEPARTMENT
Ins. Status: A policy has Expired.
Document Tracking Items: Due Completed Tracking Amount Amount
Code Item Description Date Date Date Added Paid
12-03-03 $24,000 CM auth to sign this date
12-08-03 distribution to procurement
* * * * * * END OF REPORT * * * * * *
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Maxwell Security Guard Divisi(
Police Contracting
AGREEMENT #4807
CM signed 12-4-03
CITY OF PALM SPRINGS — --- --- -- - —
CONTRACT SERVICES AGREEMENT FOR
THIS CONTRACTaSERVICES AGREEMENT (herein "Agreement"), is made and entered
into this � day of ,���� is /�e�r. , 2003, by and between the CITY OF PALM
SPRINGS;a municipal corporatioh, (herein "City") and Maxwell Security Services, Inc., (herein
"Contractor"). (The term Contractor includes professionals performing in a consulting capacity.)
The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the
terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments. Contractorshall 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 an,y such
fees, assessments,taxes penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor(a) has thoroughly investigated and considered the scope of services to be performed,
(b) has carefully considered how the services should be performed, and (c)fully understands the
facilities, difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has or will
investigate the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions,which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 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 underthis Agreement. Both parties agree
to act in good faith to execute all instruments, prepare all documents and take all actions as may
be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
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
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
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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 Force Maieure. The time period(s)specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because
of any delays due to unforeseeable causes beyond the control and without the fault or negligence
of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually
severe weather,fires, earthquakes,floods, epidemics, quarantine restrictions, riots, strikes,freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer
in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent
of delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Contractor be entitled to recover damages against the City for any delay in.the performance of this
Agreement,however caused, Contractor's sole remedy being extension of the Agreement pursuant
to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule
of Performance (Exhibit "D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith:
Fritz Maxwell, 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 hereundershall 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
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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 contractorwith 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 Contractorshall procure and maintain,at its sole costand
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 arnount
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
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include professional liability insurance, will be specified in Exhibit B.
All of the above policies of insurance shall be primary insurance. (Reference Section 5.4
regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have
against the City, its officers, employees and agents, and their respective insurers. In the event any
of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No
work or services under this Agreement shall commence until the Contractor has provided the City
with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the
above insurance coverages and said Certificates of Insurance, endorsements, or binders are
approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of any
person or person for which the Contractor is 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:
(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 pay anyjudgment 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
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the entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated "A"or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the
Federal Register, unless such requirements are waived by the City Manager or designee of the City
("City Manager")due to unique circumstances. In the event the City Manager determines that the
work or services to be performed under this Agreement creates an increased or decreased risk of
loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by this Section 5 may be changed accordingly upon receipt of written
notice from the City Manager or designee; provided that the Contractor shall have the right to
appeal a determination of increased coverage by the City Manager to the City Council of City within
ten (10) days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the 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,Contractorshall promptly notify the Contract Officerof 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.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all times during normal business hours
of City, including the right to inspect, copy, audit and make records and transcripts from such
records. Such records shall be maintained for a period of three (3) years following completion of
the services hereunder, and the City shall have access to such records in the event any audit is
required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents
in the performance of this Agreement shall be the property of City and shall be delivered to City
upon request of the Contract Officer or upon the termination of this Agreement, and Contractor
shall have no claim for further employment or additional compensation as a result of the exercise
by City of its full rights of ownership of the documents and materials hereunder. Any use of such
completed documents for other projects and/or use of uncompleted documents without specific
written authorization by the Contractor will be at the City's sole risk and without liability to
Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom.
Contractor may retain copies of such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting
therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
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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)clays after service of the notice, or such longer period as
may be permitted by the injured party; provided that if the default is an immediate danger to the
health, safety and general welfare,such immediate action may be necessary. Compliance with the
provisions of this Section shall be a condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver of any party's right to take legal
action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the
Contractor's right to terminate this Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for any
losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be
liable to third parties, by reason of Contractor's acts or omissions in performing 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 party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine in
the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall
pay to the City the sum of NONE ($ ) as liquidated
damages for each working day of delay in the performance of any service required hereunder, as
specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages.
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7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in thefollowing Section for termination
for cause. The City reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty(30) days' written notice to Contractor, except that where termination is due to
the fault of the Contractor, the period of notice may be such shorter time as may be determined
by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement
at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that
where termination is due to the fault of the City, the period of notice may be such shorter time as
the Contractor may determine. Upon receipt of any notice of termination, Contractor shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be
entitled to compensation for all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, except as
provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall
be entitled to compensation only for the reasonable value of the work product actually produced
hereunder. In the event of termination without cause pursuant to this Section,the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of
the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City
shall use reasonable efforts to mitigate such damages), and City may withhold any payments to
the Contractor for the purpose of set-off or partial payment of the amounts owed the City as
previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action,taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees
shall be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
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
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employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City,
to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O.
Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the
address designated on the execution page of this Agreement. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing
if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of construction which might
otherwise apply.
9.3 Integration:Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations,arrangements,agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to
carry out the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that(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
9
IN WITNESS WHEREOF, the parties have executed and entered into this First Amendment as of
the date first written above.
CITY OF PALM SPRINGS
�
ATJ � �EST � � ) a municipal corporation
City Clerk City Manager
�--
CONTRACTOR: Maxwell Security, Services, Inc Check one:_Individual_Partnership_X_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,Assistant Treasurer,or Chief Financial Officer.
�attuu 6('"notarized) ` / 116igna u notarized) /
Name: � f/ ;i�.� !_ Name:
Title: f� � �/� �: � Title: /
State of(2 61 1"ro r n i/,'r State of Co!,40!'✓!+ �+
County of t,L lr e lr S i-�� ss } n1 ��n� County of R'i G P r•S id C �ss - dry
On YZ S�36efore me,WSJ��t� n, \%Au1S w�V���1 On' 2-5 d3 before me,��CA 1t�. � .�VC,�ng �,S, �U t7ttC
r-3 nq I (� ` 1
personally appeared F t'! L �'V\ %� W f personally appeared 1 C ��Z JV\ %.VJ t� 1
persenally--known-to-me4Gro.proved to me on the basis of proved to me on the basis of
satisfactory evidence)to be the person )whose name(N(fd/are satisfactory evidence)to be the personO whose nameN)(@/are
subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me
that(lie/sheMbey executed the same irr s her/fheir authorized that:he/shetthey executed the same in(ISis/hesltheir authorized
capacity(ies); and that by flQher/their signature(s) on the capacity(ies), and that by hi`s. er/their signature(si on the
instrument the personTs),or tWeentity upon behalf of which the instrument the person(N,or the entity upon behalf of which the
person(s)-acted,executed the instrument. person(k)acted, executed the instrument.
WITNESS my hand and official seal. WITNESS my hand and official seal. 12)
Notary Signaturcl] ,r-,t,,l�-j �. .� I�f'/ G� Notary Signature: ,{Aip o, , -nu4'.1_,.
Notary Seal: ( Notary Seal:
Jl1DiT1 A IVIGIIOLS JUDITHh NICHOLS
COfi+INI .n126178G �V f f� 5��''i COMM.'1261768
^h Notary Public-California W NoYaiy Public-Crhmima
RIVERSIDE COUNTY N TR RIVERSIDE COUNTY
poa 7
My Comm.f xp May 71 2004 My Damn Exin.May 21 2004 iF
May
Agreement-aurr/under$25,000
� Reviewed and approved by
Procurement & Contracting
21
if
Initials Date i'-1 L o_
P.O.Number
10
w�riw.«..w .-�,.dif�;',� .__.,-,_.,,,,_,._,_ ,. i
...
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,
check the stairwells and elevators. 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 '/z-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 away from 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.
11
EXHIBIT "B"
SPECIAL REQUIREMENTS
Section 5.3 The requirements of Section 5.3 for a Performance Bond are hereby waived.
12
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 $24,000.
13
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Term:
The term of this agreement shall be 1 year.
Schedule of Performance:
Contractor shall provide patrol services in accordance with the following schedule:
Palm Springs Train Station:
Wednesdays, Fridays & Sundays 03:23
Mondays, Thursdays & Saturdays 01:04
Palm Springs Downtown Parking Garage:
Sundays and Thursdays 4 patrols between the hours of 20:00 and
03:00
Fridays and Saturdays 5 patrols between the hours of 20:00 and
03:30
14
12/02/2003 10: 32 10052540479 SECURITY/L.P. PAGE 01
1UH 003 11HI' 19.56 VAS M UN 5i18 szerlip & Co. �u04,�uuc
ACORD CERTIFICATE CP LIABILITY INSURANCE . ;; �;�° "Y
e --
HIS CIlMTR4CATIlrW=qW AS A MATTER OF
Sxsrlip IIp a CDnIpIrly,Ina. ,nON
ONLY APO CONFERS NID FIGHTS IIP HE ON T CEATIFICATE
MD
PBa Malt stual HOLDER.THIS CERT4TCATE DOES HOT AMEND.EXTEND OR
�Mloh ATN NJ 07041 ALTER THE COVERAGE AFFORDED BY THE FOUCIES■!'LOW.
M 467-M ULal1RERSA�F�F.O•R,�DING COVERAGE NAIQ N
nsutlEO INSUNNEA A,ay«Nk lndo"Iny Ins.Co
Mmtw111 2 wmAvy GuM a1 0 bivldDn,lira, IN�uRER s:9MM CDm " nllAbn MtiiYdtc/
3236 I.YDm Avslk212 INAUAen a
Po IlnikC 01 wNUNER C:
Altlrihlll,� 9�3E1 INiuRER EI LcOYCRAGEa
THE PI OF RAUNAME LW1360ELOW WIVE BEEN RSU@p TO THE INIUK0 NAMEDASOVEFCH SHE POUOV KRIOP OIdRATED.NOTWKWANDINC
ANY r1EPVIREMCNi',TETIM pRpDNDF,'')DN DF ANY GGt'11FlAU`r OROTNDR OCWMPNT WIIW lE{PEGrTO WMIICHTAO4GERTFN:/flT:µAY BE 1&7ULO OR
"OUMIATAn THENEUFANCU•AFMOayOEO6YYIyEPDLN:t�sDEECt11IE0HEPKIN4sus, sYmai,l-THEYERus�E*0LU$M&ANDCCNOrrIeNsCFvVgH
POUpF9 AAOR[[iATE UMirS IIHOMiMAY HAVE EEEIN W-W6M 9V PAO CLANAS.
.TYFEOFINIURANOE :. I FOLIOY NUM Ir I _ LIM1tY
A OENE}1AL uAtllLl'fT BINDEA710M 09/06/09 OSf06/04 [ACM OCCURRENCE j
x OCMM5R(tIALU!Vi - JAAIL ° 9m
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E91IIlOn! _ OENEAAL ADOREOATE s7 WO ODD
QpNL AQORiQAW LIMIt AFPLIEGF R: PRODUCTC.CUmAltllr AO j� DOO
POLICY `T T
AUTOMOGILI UANUTY owes EO SINOLk L,M7 j
ANY AUTO (EAugido Af
ALL OWNCD AA,1TOr WOW
°eILY INJURY
10HEDULEDAUTOF I P•rO/rAEA) j
HAilD AUTQS
FCPILY INNAx y
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ANY TOpIpARTNIR�ldTFUTIUC
OFFICERfmaSR/u�lMtlC11 E%CLUDEL77 ' i It E.L.OiSE .IA EMtL DI _
ud•AMb•U11FK
AL I.NUV ° e.L.DroEASE.P4ILICY L; 100D ODD
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O[GORI'TP7N OF O►!•NITICNY/LOCI1nY0W)vENIGIElJ BKDLUTAONSADDED SYINCOAUMINT)VKCIALFADMNNONS
CII'tY uo holdv Is Mcludsd asaddlllDlld Inwtld under San"
Ilabihy pd",
Car"qATION
ZM*ULDAWor mRAtlOYI OE>1CR1DEDbLIGestlC GNOELICD vEFORE THE EM
CRY orpaknspl"s 0ATiTHORe0F,THEILiuNOINlURERWILLENDEAYOR70yEa0_ CAYSWATI-EN
f+'jAO TshquNn Canyon Way NOTICE 101NE MIFTWIQATE HOLDER NMIIOTHI LEFT.OUT FAP.VACTO UC ND s
PO BON 2748 IMPOSE NOOtluaxnaN ON UAIIJUTY OF✓ANTIOND NMONTHE INl JW^InAWNT:ON
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ACORD 3s('16tlipRj 1 0•8 �19S3T32/A.Aa2EDA '!'!i kS:.l;'",':i 8All AC'ORO ODAMORAT16H10M
12/03/2003 10:55 18052540479 SECURITY/L.P. PAGE 02
PLEASE READ YOUR POLICY POLICY NUMBER CA 0,18—i 5-596-2
This declarations Page/Amanded Decimation ptge with the Palmy jackal Identified by the form and edition data Indicated completes the above numbered pDllcy.
Previous policy no. Form 1050 Vd. 1194
s<*yi THIS AMENDED DECLARATION SUPERSEDES PRIOR DECLARATION PAGE EFFECTIVE 08/15/03
DECLARATIONS MAXWELL SECURITY PAGE 1 OF 4
NAMED INSURED P.Q. BOX 220723
NEWHALL CA 91322
ENDORSED EFFECTIVE: AUG 28, 2003
POLICY TERM: AUG 15, 2003 TO FEB 15, 2004
A PACIFIC WEST INS SVC This policy incepts the later of, 1.the time the application for Insurance is executed on
Q 23033 LYONS AVE #2 the first day 01 the policy period;or 2. 12:D1 a.m,on the first day of the policy period,
E S ANTA CLAR I TA CA 91321 This policy shall expire at 12 01 a-m. on the last day of the policy period.
N �p CA-44115
T. T/jQ(;/QE�J{IEa PROGRESSIVE CASUALTY INS. CO.
P.Q. BOX 94739, CLEVELAND, OHIO 44101 1-800-444-4487
The following coverage and limits apply m the;doscribed vehicle as Shown below.Coverages are defined in the policy and are subjeot to the terms and conditions
contained in the policy,including amendments and endorsamenis.No changes will be effective price to the time changes are requested,
SCHEDULE OF COVERAGES AND LIMITS OF LIABILITY
COVERAGES FULL TERM PREMIUM CHARGES
A SINGLE LIMIT BODILY INJURY. AND
PROPERTY DAMAGE LI'ABILII:TY $1 ,000.,000 EACH ACC $3216
D COMP OR FTCAC STATED AIwT SEE SCHEDULE OF COVERED VEH FOR DEB $80
E COLLISION OR UPSET—STO !„AMT SEE SCHEDULE of COVERED VEH FOR DEB S294
I UM/UNDERINSURED MOTORIST — REJECTED ON APPLICATION
VEHICLE 02 CHANGED
FILING FEES $25.00
TOT. CHARGES DUE TO CHANGE $.00
TOTAL TERM PREMIUM $3,615.00
ATTACHMENT IDENTIFIED BY FORM NUMBER
7886 (10-01) 1198 (08-93) 1602 '(08-83) 8470 (12-86) 1197 (08-93) 4792A (01-03)
DRIVERS PAGE 2 COVERED VEH PAGES 3 — 4
I CC—N MCS90-14
PUC—N OTH-14
Any loss under Part I I is payable as Inteeest may appear to named,Insured and above Imo payee: Prop premium Budget- C4
Fin.Rose.Filed: F Whomg' Case No: RIRO203%Factor used:100.00
G2 13GO 03AID UR)T 8.6 CAICSIIC F/R 062002
Countersigned'
1113(12-92) INSUPiEO COPY CVWED917011217L114901
12/03/2003 10: 55 18052540479 SECURITY/L,P. PAGE 03
PLEASE READ YOUR POLICY POLICY NUMBER CA 0-18—15-596-2
This declarations Pege/Amanded Declafalipp ppge with the policy jacket identified by the term and edition date indicated completes the above numbered policy.
Previous policy no. Farm 1050 Ed. 1 194
yltot THIS AMENDED DECLARATION SUPERSEDES PRIOR DECLARATION PAGE EFFECTIVE 08/15/03 *>l*
MAXWELL SECURITY PAGE 3 OF 4
NAMEDINSWRED
o�cEDNs P.O. BOX 220723
NEWHALL CA 91322
ENDORSED EFFECTIVE: AUG 28, 2003
POLICY TERM: AUG 15, 2003 TO FEB 15, 2004
A PACIFIC WEST INS SVC This policy incepts the later of:1.the time the application for iniajvm a is executed on
G 23033 LYONS AVE #2 the first day of the policy period;or 2.12:01 a.m.an the first day of the policy period.
F SANTA CLAR I TA CA 91;321 This policy shag explra at 12'01 a in on the last day of the Policy period.
T P/9D�AEA%!/E® CAOGRESS
PROGRESSIVE CASUALTY INS. CO.
aaM."CU .W.sc E afy.u,.CG P.O. BOX 94739, CLEVELAND, Ok10 4410E 1-800--444-4487
The following Coverage and limits apply to theidescrlbed Vehmt ie es shown below.Coverages are claimed In the policy and are subject to the terms and condillons
contained in the Polley,including amendmcmq.and endarsamehts.No changes will be effective prior to the time changes am requested.
SCHEDULE OF COVERED VEHICLES
VEH DR TRADE BODY VEN TER RAD DSC DSC
NO NO YR NAME TYPE SERIAL NO CLS NO 21P IUS COD PCT
1-01 5 00 FORD PICKUP 1FTYR1flVBYPAO7694 S05 84 92262 50 672
2-02 1 00 FORD PICKUP 1FTYRIOVOYPA01825 S05 84 92262 50 672
403 4 00 FORD PASS AUTO IFAFP5229YA273421 S30 84 92262 50 672
05 99 00 FORD PASS AUTO 1FAFP522XYA237611 S30 84 92262 50 672
-08 99 98 FORD PASS aura 3FALP1131WRI177141 S30 84 92262 5o 672
LIABILITY PREMIUM BY VEHICLE
VEH MED
NO LIAB PAY UM/UIM BI UM/PD
2 483
144
58
448
PHYSACAL DAMAGE PREMIUM BY VEHICLE
VEH CGMP OR FT/CAC COLLISION ON—HOOK VEH
NO TYPE DIED PFFEM RED PREM LIMIT DED PREM TOTAL
1 COMP 500 10 5fl0 36 529
233 COMP 500 10 50O 36 529
4 COMP 500 10 500 337 495
5 COMP 500 tz 500 4r, 141�
COMP 500 ,10 500 3b
Any Iola under Part I I I is payable as intetaat may appear to named insured and above lass Payee: Pros Premium Budget: C4
Fin.Rasp.Flied: F r Wftdvi¢ Case Nat tuRO203%Factue Used,100.00
G2 BGO 032%0 URIT 8.0 CAICS11C FIR 062002
Countersigned:
1113 (12-92) INSURED COPY CVWE0918011217LI 11303
12103/2003 10:55 18052540479 SECURITY/L.P.
PAGE 04
�ocA�vE®
99YYC,GI�L,Vc,ncL@ IML9.u„oC
ALITO DAMAGE LIMIT OF LIABILITY POLICY CHANGE
We agree with you to change'Part III, Damage to Your Auto, as follows:
Limit of Liability
If the Limit of Liability shown below is less Lhs?n,90% of the actual cash value at the time of loss to your Insured
auto, you will share with us irh the cost of repair or replacement as follows:
t,. We will pay the same prKportion of the foss which the Limit of Liability shown below bears to the actual cash
value of your insured auto at the time of loss.
2. We will reduce the amount of loss by the Auto Damage deductible shown in the Policy Declarations prior to
calculating the propordorrttte amount we will pay.
If we pay the actual cash valu,'� of the auto less the deductible, we are entitled to all salvage.
No. Year Trade Name Serial No. Limits of Liabillty(Inciuding Custom Parts & Equip.)
Less Deductible Shown Below
Liability Comp/FTCAC Ded. Coll. Ded.
01 $000 FORD 1FTYR1OV8YPAO7a84 5000 Soo 500
02 2000 FORD .11FTYRIOVOYPA011125 5000 Soo 500
03 2000 FORD 'IFAFPS229YA273421 50M Soo Soo
04 2000 FORD 1 IPAPP522XYA237611 5000 Soo Soo
05 2000 FORD IFAFP52UOYA118223 5000 Soo Soo
08 1998 FORD s3FALP1131VA117141 4800 Soo 500
07 2002 CHEVY 101JC524927W242 sow 500 Soo
All other parts of this Poll4y remain unchanged.
Issued to: MAXWELL SECURY'CY P.O. BOX 220723 NEWHALL CA 91322
This endorsement change's Policy No.CA 019ISSOB-2 Endorsement Effective: 08/28/03
8470(12-0) IHSVRED'S COPY CVWE1008981617L6470