HomeMy WebLinkAbout04785 - Q3 TELECOM Page 1 of 2
Cindy Berardi
From: Randy Cobb
Sent: Monday, March 02, 2009 2:23 PM
To: Cindy Berardi
Subject: RE: Status on A4785 Q3 Telecom
Yes.
Randy
From: Cindy Berardi
Sent: Monday, March 02, 2009 1:25 PM
To: Randy Cobb
Subject: RE: Status on A4785 Q3 Telecom
Can I close it out now? (I noticed we recently executed 2 contracts having to do with this transition.)
C;l,dy 5craldl
Dcput� City C,lerL
Qf-Flcc OF the.City CIcrk
City of Palm Springs
P. 0. Box 2743
Palm Springs, CA 92262
(760)322-8355
CmdvL Berard i palmspringsca.gov
From: Randy Cobb
Sent: Wednesday, January 28, 2009 8:14 AM
To: Cindy Berardi
Subject: RE: Status on A4785 Q3 Telecom
Cindy,
Yes that is correct. Officially the agreement has concluded but we are still working with Q3 while we are in transition to take over
all the payphone services. They no longer have an office at the Airport.
Randy
From: Cindy Berardi
Sent: Tuesday, January 27, 2009 3:52 PM
To: Randy Cobb
Subject: FW: Status on A4785 Q3 Telecom
Hi Randy,
Cand close out the agreement referenced above with Q3? They don't operate at the airport any longer and I think you mentioned
to me in the last few months that they won't be providing any public telephone service for the remainder of the City facilities either,:
is that correct?
GnJ F�crarJi
DePue�q CClry Cloak
Officc of eke CiCy Clerk
City of Palm Springs
P. O. Box 2743
3/2/2009
Q3 Telecom
First Amendment
AGREEMENT#4785
MO 7570, 10-20-04
AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT FOR PUBLIC
TELECOMMUNICATIONS
This AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT FOR PUBLI
TELECOMMUNICATIONS ("Amendment No. 1") is made and entered into this, "day of
October, 2004, by and between the CITY OF PALM SPRINGS, a California municipal
corporation("City") and 03 TELECOM, INC. ("Contractor").
RECITALS
WHEREAS, on October 21, 2003, City and Contractor entered into that certain Contract
Services Agreement for Public Telecommunications ("Agreement"), for Contractor's lease of
office space at Palm Springs International Airport ("Airport"), as more specifically described in
the Agreement;
WHEREAS, the Agreement, at Exhibit"B" contemplated that, upon approval by the City,
Contractor would have the right to install and operate wireless equipment for public
telecommunication services in all locations covered under the Agreement;and
WHEREAS, the parties wish to amend the Agreement pursuant to the terms of this Amendment
to provide such wireless telecommunications services by Contractor.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
City and Contractor agree as follows:
1. Exhibit "A". Exhibit"A" entitled "Scope of Services", attached to the Agreement, shall be
supplemented by Exhibit"A-1", a copy of which is attached hereto as Exhibit"A-1".
2. Exhibit "C". Exhibit"C" entitled "Schedule of Compensation" attached to the Agreement
shall be supplemented by Exhibit"C-1", a copy of which is attached hereto as Exhibit"C-1".
3. Due Execution. The person(s) executing this Amendment No. 1 on behalf of the parties
hereto warrant that (1)such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party "s formally bound to the provisions of this Amendment No. 1, and
(iv)the entering into this Amendment No. 1 does not violate any provision of any other
agreement to which said party is bound.
3. Full Force and Effect, The parties further agree that, except as specifically provided in
this Amendment No. 1, the terms of the Agreement shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the parties have executed and entered into thiAmendment No. 1
as of the date first written above.
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
By: �/ By..
4 w 1�ity Clerk City Manager
APPROVED AS TO,FQRM: APPROVED BY THE C1 E 1 COUNCIL
�78 5
City Attorney //
CONTRACTOR: Check one._Individual_Porinership Corporation
Corporations require two notarized ignoIures One fromeoch of the following: A. Chairman of Board.President,or any
Vice President;AND B Secretary, i5tant Secretary,Treasurer,Assisonl Treasurer,or Chief Financial officer).
By: /01L kL. By:
I nature t r d) Signature (notarized)
Nomzg�VIrt, LS-/» C' -5 Name:
Title:ct r7— -'r,p Title:
State of vy)) ct} State of
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personally appeared ILQ 0-�cxsa IN.e� personally appeared _
personally known to me (or proved to me on he basis off personally known to me (or proved to me on the basis of
satisfactory evidence)to be the personKwhose nomeX satisfactory evidence)to be the persdn(s)whose nome(s)
(2/ape subscribed to the within mslrument and is/are subscribed to the within Instrument and
ocknowledgedtomethat�/ is tht6executed the some acknowledgedtome that he/she/they execute dthesome
in Is�/t m authorize capocityKs), and that by in his/her/their authorized capacity(ies), and that by
lj� IrsignatureKon the lnstrumenllhepersonkf,or his/her/their signatures)on the instrument the person(s),or
the enii y upon behalf of which the persony acted, the enlily upon behalf of which the person(s) acted,
executed the instrumenl, executed the instrument.
WITNESS my hand and official seal. /J WITNESS my hand and official seol.
Notary Signa irw7�1� — y////n�!j7LL otory Signature:
;w. SANDRq SCHMIEDER f
Notary Seal: p ; Commission#1470844 Notary Seal:
Notary Public-California
Riverside County
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EXHIBIT "A•1"
SCOPE OF SERVICES (cont')
Contractor shall provide the following additional equipment and services, in such
quantities determined bythe Contract Officer:
Wireless Communications Systems:
For Public Telecommunication purposes related to this Agreement, Contractor shall
provide and install wireless communication systems, known as the "SBC Freedoml-ink WiFi
Network ("WiFi Network"). Contractor shall install and operate wireless equipment for public
telecommunication services to cover all public areas of the Terminal at the Palm Springs
International Airport ("Airport"), as described in Contractor's September 13, 2004 proposal
("Proposal"). Such public telecommunication equipmentshall be provided by Contractor and
shall be deployed to the assigned locations for access to users on a pa}-per-use and/or
subscription basis. Contractor shall install such WiFi Network in the locations described in the
Proposal. At the end of the term of this Agreement or upon termination thereof as provided in
this Agreement, the WiFi Network equipment installed at the Airport shall become the sole
property of the City, except for any personal equipment that may be unplugged, without any
damage to the Airport improvements.
Contractor shall provide instructions at the pay phone banks along with rates and
information for its customer service. These instructions will be placed on panel doors and
enclosures throughout the Airport to assist the traveling public in accessing the WiFi Network.
In exchange for the rights granted to Contractor hereunder, and in addition to the
compensation provided under Exhibit "C-1", Contractor shall provide to City the following:
1. Contractor shall expend at least$20,000 directly at the Airport in marketing for the
Airport's WiFi Network, as further provided in the Proposal. Upon request by City's
Contract Officer, Contractor shall provide City with a copy of all invoices confirming such
marketing expenditure.
2. Contractor shall install for the unlimited use and benefit of the City, a"walled garden",
which will allow the Airport's passengers free access to online information hosted and
maintained by the Airport. The City may place flight and Airport information, weather
reports, or anything else it deems appropriate. The walled garden will not be linked to
any other external website.
3. Contractor shall provide to City with free unlimited access to the WiFi Network for 30
login names to City-assigned users.
EXHIBIT "C-1"
SCHEDULE OF COMPENSATION
In addition to those provided under Exhibit C, and for the rights granted to Contractor under this
Agreement related to the WiFi Network, Contractor shall pay to the City the following share of
revenues:
For both walk-up users and monthly membership (calculated as a percentage of the first
month's billing), Contractor shall pay City 5% of gross revenue received from the Airport, as
reported per agreement year.
CONTRACT ABSTRACT
Contract
Company Name:
Company Contact: �{{jil lG/f S d77 y
Summary of Services: Amc_-; IQ
Contract Price: A-VE/ULLe-
Funding Source:
Contract Term:
Contract Administration
Lead Department: 11fV/g7(0AL)
Contract Administrator:
Contract Approvals
Council/Community Redevelopment 1 opoloY
Agency Approval Date:
Minute Order/ Resolution Number: ftio IS
-70
Agreement No: /+ q 7 R S_
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
Contract prepared by:
Submitted on: `D/a(o f�(f By: (�
���(CmlfTi�
Janie Hughes-Myers
QualityConnect Worldwide_ PrwidentlCEO•WOE Certified
9.1.04
City of Palm Springs
Lawrence Wedekind
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Dear Larry,
In response to your request,Janie Hughes-Myers is the sole owner and officer of Q3
Telecom,Inc.
If you have any other request,please do not hesitate to call
S'
anie Idugh s-Myers
Q3 Telec Inc, Aer r p
3400 , ahquitz Canyon ay
S ' e B229
Palm Springs, C.A.92262
Voice: 760-323-5059
el:(760)323.5059
!x:C"1605 323-2458 3400 E.Tahquitz Canyon Way,Suite 8-229 Palm Springs,CA 92262 Website:www.g3teleco
Q3 Telecom
Pay Phones
AGREEMENT #4785
MO7385, 10-15-03
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
PUBLIC TELECOMMUNICATIONS
THIS CONTRACT�S�RVICES AGREEMENT (herein "Agreement"), is made and entered
into this:���,''7 day of �b° by-t' P 2003, by and between the CITY OF PALM
SPRINGS, a municipal corporation, (herein "City") and Q3 Telecom, Inc. (herein "Contractor").
(The term Contractor includes professionals performing in a consulting capacity.) The parties hereto
agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first
class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement,the terms
of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation to
pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees, assessments,taxes penalties or interest levied, assessed or imposed against City hereunder.
1.5 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
F52/296/099999-3000/2160684 2 6/14/96
Revised,09/01/98 t
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 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 City
shall be compensated in accordance with the "Schedule of Compensation" attached hereto as
Exhibit"C"and incorporated herein by this reference. 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.
F52/276/0 9999 9-9 0 0 0/2169 6 8 4.2 6114196
Revised'09/01/98 2
2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to make 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, payment for services rendered in the agreement on or
before this date. Except as provided in Section 7.3, Contractor shall pay City for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working day of
the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if
any, and incorporated herein by this reference. When requested by the Contractor, extensions to
the time period(s) specified in the Schedule of Performance may be approved in writing by the
Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Maleure. The time period(s) specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence of
the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer
in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when and
if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination
shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be
entitled to recover damages against the City for any delay in the performance of this Agreement,
however caused, Contractor's sole remedy being extension of the Agreement pursuant to this
Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect for five (5) years commencing
November 1, 2003 through November 1, 2008 with provisions for the City to have an automatic
renewal option for five (5) one-year terms extending the contract to November 1, 2013.
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:
Janie Hughes-Myers, President/CEO — Q3 Telecom, Inc.
3400 E. Tahquitz-Canyon Way, Suite B-229, Palm Springs, CA 92262
(760) 323-5059 Facsimile (760) 323-2458
P52/276/099999-3000/2 160684 2 6/14/96
Revised 09/01/99 3
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. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the
City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
written approval of the City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise,without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in concert of
more than twenty five percent(25%) of the present ownership and/or control of Contractor,taking all
transfers into account on a cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall
release the Contractor or any surety of Contractor of any liability hereunder without the express
consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley("Local Subcontractors").
Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if
Local Subcontractors are qualified to perform the work required. In requesting for the City to
consent to a subcontract with a person or,entity that is not a Local Subcontractor, the Contractor
shall submit evidence to the City that such good faith efforts have been made or that no Local
Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by
placing advertisements inviting proposals or by sending requests for proposals to selected Local
Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to
a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of
all contracts and subcontracts hereunder for the period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have
any control over the manner, mode or means by which Contractor, its agents or employees, perform
the services required herein, except as otherwise set forth herein. City shall have no voice in the
selection, discharge, supervision or control of Contractor's employees, servants, representatives or
agents, or in fixing their number, compensation or hours of service. Contractor shall perform all
services required herein as an independent contractor of City and shall remain at all times as to City
F52/276/099999d000/2160684 2 6114196
Rcvi,M.09/01/98 4
a wholly independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its agents or employees
are agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint
enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of comprehensive
general liability insurance written on a per occurrence basis. The policy of insurance shall be in an
amount not less than either (i) a combined single limit of$1,000,000 for bodily injury, death and
property damage or(ii) bodily injury limits of$500,000 per person, $1,000,000 per occurrence and
$1,000,000 products and completed operations and property damage limits of $500,000 per
occurrence. If the Contract Sum is greater than $100,000, the policy of insurance shall be in an
amount not less than $5,000,000 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which shall
indemnify, insure and provide legal defense for both the Contractor and the City against any loss,
claim or damage arising from any injuries or occupational diseases occurring to any worker
employed by or any persons retained by the Contractor in the course of carrying out the work or
services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than either(i) bodily injury liability
limits of$500,000 per person and $1,000,000 per occurrence and property damage liability limits of
$250,000 per occurrence and $500,000 in the aggregate or (ii) combined single limit liability of
$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including
professional liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its
officers, employees and agents as additional insureds,except that the City shall not be named as an
additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance.
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. All of said policies of insurance shall
provide that said insurance may not be amended or canceled without providing thirty(30)days prior
written notice by registered mail to the City. 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
or appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City.
F52/216/099999-3000I2160684.2 6/14/96
Revised 09101198 5
All certificates shall name the City as additional insured (providing the appropriate
endorsement), be signed by an authorized agent of the insurer, and shall contain the following
"cancellation" notice:
"CANCELLATION: Should any of the above described policies be cancelled before the
expiration date thereof, the issuing company shall mail an advance 30-day written notice to
the Certificate holder named herein."
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 persons 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 policies of insurance that the Contractor is required to maintain
pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents
and employees against, and will hold and save them and each of them harmless from, any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,errors,
omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person,
firm or entity arising out of or in connection with the negligent performance of the work,operations or
activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or
arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, whether or not there is concurrent passive or active negligence on the part of the City,
its officers, agents or employees but excluding such claims or liabilities arising from the sole
negligence or willful misconduct of the City, its officers, agents or employees, who are directly
responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys'fees incurred in connection therewith;
(b) Contractor will promptly pay anyjudgment rendered against the City,
its officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Contractor
hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party
to any action or proceeding filed or prosecuted against Contractor for such damages 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.
FS2296/099999d 000/2160694 2 6/14/96
Revised 09/01/99 6
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, and only if they are of a financial category Class VII or better, 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 thatthe minimum limits of the insurance policies and the performance bond required bythis
Section 5 may be changed accordingly upon receipt of written notice from the City Manager or
designee; provided that the Contractor shall have the right to appeal a determination of increased
coverage by the City Manager to the City Council of City within ten (10)days of receipt of notice from
the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require, Contractor hereby acknowledges that the City is greatly concerned
about the cost of work and services to be performed pursuant to this Agreement. For this reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
events that may or will materially increase or decrease the cost of the work or services contemplated
herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event
and the estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall
have full and free access to such books and records at all times during normal business hours of
City, including the right to inspect, copy, audit and make records and transcripts from such records.
Such records shall be maintained for a period of three(3)years following completion of the services
hereunder, and the City shall have access to such records in the event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents in
the performance of this Agreement shall be the property of City and shall be delivered to City upon
request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have
no claim for further employment or additional compensation as a result of the exercise by City of its
full rights of ownership of the documents and materials hereunder. Any use of such completed
P52/276/099999-3000/2160694 2 6/14/96
Revised 09/01/98 7
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) 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 existwhich shall
appear to be the basis for a claim of lien, City may withhold from any payment due, without liability
for interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
F52/216/09999M000/2160684 2 6/14196
Revised 091008 8
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 Damaqes. 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 N/A ($ N/A ) as
liquidated damages for each working day of delay in the performance of any service required
hereunder, as specified in the Schedule of Performance (Exhibit"D"). The City may withhold from
any monies payable on account of services performed by the Contractor any accrued liquidated
damages.
7.8 Termination Prior to Expiration Of Term, This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for termination
for cause. The City reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty(30) days'written notice to Contractor, except that where termination is due to the
fault of the Contractor, the period of notice may be such shorter time as may be determined by the
Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any
time upon, with or without cause, upon one hundred and twenty (120) days'written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such shorter
time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be
entitled to compensation for all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer thereafter in accordance with the
Schedule of Compensation or such as may be approved by the Contract Officer, except as provided
in Section 7.3. In the event the Contractor 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
FS22296/099999-3000/2160684.2 6/14/96
Revised.09/01/98 9
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 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
F52/276/099999J000/2160684 2 6/14/96
Revised 09/01/98 10
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.
FS2/216/099999-1000/2160684.2 6/14/96
Ravened 09/01/98 j
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as Of the date first
written above.
CITY OF PALM SPRINGS
ATTEST: n a municipal corporation
City Clerk 111[3163 City ManagerPj..,`t,,,retdC;
Agreement sernrket $ SOB
APPROVED AS TO FORM: Reviewed and approved by
Procurement & Contracting
By: � �lAo Initials_.. 5 Date ic-``116v UV
City Attorney P.O. Numbe"
CONTRACTOR: Check one:_Individual Partnership LfC-Tr—poration
Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,President,or any Vice President.
AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer).
By:
9igriatq,'r (notarized) Signature(notarized)
Name. //7l v"'es /?'E V Name:
Till : /,✓12,,,AI1 PIZ-1-1/ ) Title:
State ot��, State of
County of /p-^,�;�w 1ss County of Iss
0n"�l LUTjr'�before me, V_"'x3r- I,a .,I"//„4j0n before me,
personally appeared. ;''n.'-. ,rdfpol' '' personally appeared
personally known to me (ac_pr .'d_tp=rne.-oidlheabasis-of personally known to me (or proved to me on the basis of
satisfactoq-evidence)to be the person(&)whose name(,)=is/are- satisfactory evidence)to be the person(s)whose name(s)is/are
subscribed to the within instrument and acknowledged to me that subscribed to the within instrument and acknowledged to me that
halshe/they=executed the same in his/her/their-authorized he/she/they executed the same in his/her/their authorized
capacityliesy and that by'hialher/1#ieirsignature(s)-on the capacity(ies), and that by his/her/their 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,executed the instrument
WITNESS my hand and official seal. WITNESS my hand and official seal.
/ /
Notary Signature: v ( iIV" -1 Notary Signature:
Notary Seal: Notary Seal:
A62/296/099999-9000/216068426/14/96
Rcvis,d.09/01/98 12
� vs�, REPo4",Ic ES1:Er2kkal+l w li` i� ,T• vv !',
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Riverside ounty
Q" Rh/Comm.Exiniref JuI 12,2 -.
EXHIBIT "A"
SCOPE OF SERVICES
USE AND OPERATIONAL REQUIREMENTS
GENERAL REQUIREMENTS
The following operational requirements apply to all aspects of the Turn-Key Public Communications
Concession as described in this Lease. Contractor's complete turn-key public communications
system includes: public pay telephone equipment, enclosures, hardware, cabling, software,
maintenance, provisioning of local, intraLATA, interLATA and international operator services, data
ports, TDDs, volume control handsets, required signage, debit/pre-paid calling card vending, public
facsimile services, coin changers, public internet access, and Calling/Business Centers in such
locations and in such quantities as shall be.designated by the Contract Officer. Tenant shall provide
high quality service to the City and the public via the installed public communications devices and
services listed above. Contractor shall,without cost to the City, provide all improvements necessary
for the customary operation of the Public Pay Communications Concession in a first class manner.
Contractor is required to perform moves, adds, changes and improvements in any area of the City at
the Contract Officer's request within five (5) days of written or verbal notice. All Public telephone
equipment, enclosures, directory holders, handsets, TDDs, data ports, facsimile machines,
debit/prepaid vending machines, internet kiosks, and coin changers to be installed in the City shall
be in new condition and be of first quality to the satisfaction of the Contract Officer. Should a conflict
arise between the Contractor and other service operators at the City regarding the scope of service
privileges, the City shall resolve the conflict. Contractor agrees to abide by City's decision. If there
is any conflict or inconsistency between the terms of this Lease and such response,the terms of this
Lease shall prevail.
Hours of Operation
Public Telecommunication Concession will be operated twenty-four (24) hours per day, seven
(7) days per week.
Passenger Complaints
Consumer questions or complaints regarding the Contractor's services that come to the City's
attention shall be forwarded to the Contractor. Contractor shall reply to the consumer inquiry, in
writing,within 48 hours of receipt of an inquiry from either the City or the consumer. Contractor shall
provide a copy of such replies to the City, as well as include a status report of each question or
complaint during monthly status meetings to the City.
P52/296/0999993000/2160604 2 6114196
Remwd 09/01/98 13
l
Fraud and Non-collectibles
Contractor shall be responsible for collections and shall assume all financial responsibility for
dishonored credit cards and loss of uncollected funds.
DBE Requirements
Contractor agrees to take necessary measures to ensure meaningful and equitable participation in
this concession by Disadvantaged Business Enterprises (DBE) as required the Department of
Transportation Programs (49 CFR 26). DBE percentages shall be reported to the City on a annual
basis in a format specified by the Contract Officer.
Maintenance
Contractor agrees to provide 7/24 maintenance coverage of the Turn-Key Public Communications
Concession. Such maintenance and routine cleaning shall be affirmatively reported to the Contract
Officer on a quarterly basis. Contractor shall, at the request of the Contract Officer, conduct
informational training sessions on its equipment functions to City personnel charged with assisting
customers.
Technology Enhancements
Contractor shall research all new public communications equipment and services and reportfindings
to the City. Contractor shall implement such new public telecommunications equipment and
services at the sole discretion of the Contract Officer.
Reporting and Quarterly Meetings
Contractor shall affirmatively report on any Turn-Key Public Communications Concession activity, on
a quarterly basis, including but not limited to: moves, adds and changes;ADA compliance; revenue
reporting; trouble reporting; and equipment and usage reporting.
SPECIFIC EQUIPMENT AND SERVICE REQUIREMENTS
Contractor shall provide the following equipment and services, in such quantities determined by
the Contract Officer as to operate the Turn-Key Public Telecommunications Concession:
Public Telephones
ITS-Universal Public Telephone/Smarter Solution: Eclipse or Equivalent System. Handsets shall
be capable of mounting into a standard acoustical coupler. A minimum of 75%of public telephones
shall be universal sets, capable of accepting nickels, dimes and quarters, as well as credit card
swipe/insert. Each public telephone shall utilize at least one public pay telephone line per set.
FS2@76/09 9 9 99-3 00 0/216 0 68 4.2 6/I4/96
Revised 09/01/98
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
14
Public telephone aggregation and/or line concentration is prohibited under the Permitted Use. Dual
tone multi-frequency technology shall be utilized in all public telephone stations.
TDD's
Contractor shall install Ultratec Motorized Public TTYs and Ultratec Shelf Top Public TTYs or
equivalent in the quantity and locations specified by the Contract Officer.
Rates
Public telephone service charges shall conform to all applicable state and federal regulations and
tariffs. Public telephone rates charged shall not exceed the tariffed rates of Pacific Bell for local and
intraLATA calls, and shall not exceed AT&T tariffed rates for interLATA and international calls.
Contractor shall give City thirty (30) day notice of any rate increases. Contractor shall not charge
end users for incomplete calls.
Calling Cards
Contractor shall accept all major credit cards and calling cards for payment of intraLATA and/or
interLATA telephone calls.
P52/276/099999-30002160694 2 6114196
Reaised 09/01/98
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
15
In-Language Operator Assistance
Contractor's long distance operators shall make in-language operator assistance available via
operator assisted services twenty four (24) hours a day, seven (7) days a week, at no additional
charge to the caller.
Directories
Contractor shall place, and replace missing damaged or outdated telephone directories as needed
or as specified by the Contract Officer within five (5) days of written or verbal request. Contractor
shall supply quality telephone directory holders of standard industry type and quantity or as
specified by the Contract Officer.
Data Ports
A minimum of 50% of public pay phones shall be equipped with data ports.
Volume Control Handsets
A minimum of 75% of public telephones shall be equipped with volume control handsets that reset
to normal upon return to an on-hook condition.
Services Provided at No Charge to the Caller
Contractor shall provide at no additional charge to the users 0+, 0-, 1+, 911, 1-800, and other such
toll-free call calling from each public telephone. Callers must be able to dial 911 without inserting
coins. Contractor shall provide all requested number identification and information to enable the City
of Palm Springs Police Dispatch Center to accurately identify the location of each public telephone
covered under this lease.
Services Provided to the Caller
411 (local directory assistance) at $.35 per call to the user.
Enclosures
Enclosures for the New IT shall include, but are not limited to, the equivalent or greater quality,
functionality, physical specification and appearance as ADCO 800 series sit-down (37"wall divider),
ADCO 90Ls, ADCO Capsule 80s and ADCO Series 20. Enclosures shall include any options
necessary to fulfill the requirements of this agreement as determined by the Contract Officer.
Options include, but are not limited to, TDD shelves, adapter brackets and or kits, divider walls,
duplex outlet, end phone housing, console back cover kit, directory holders, and modified shelving
No. 130-632. Enclosures designated by the Contract Officer within other areas of the City shall be
of quality, functionality, physical specification and appearance as ADCO 90Ls,ADCO Capsule 80s,
ADCO Series 20 or, alternative enclosures as specified by the Contract Officer.
F52/276/099999d000/2160684 26/14/96
Revised 09/OV99
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
16
Pre-Paid Telephone Card
Contractor shall sell Pre-Paid Telephone Cards. Contractor shall at all times perform its obligations
under such license agreement and keep said license agreement in full force and effect. Rates
charged to the end-user shall not exceed $.50 per domestic minute, and the prevailing market rate
as determined by the Contract Officer, per international minute. All taxes and per call compensation
payments shall be the sole responsibility of the Contractor. Rates charged to end-user to recover
these payments shall not exceed the per-minute rate. Contractor shall provide "live" customer
service to Pre-Paid Telephone Card users twenty-four(24) hours per day, seven (7)days perweek.
Contractor shall install and maintain Pre-Paid Telephone Card vending equipment of the quality,
functionality, physical specification, and appearance as specified by the Contract Officer. Pre-Paid
Telephone Cards may be used in public pay telephone enclosures of the type ADCO 90L, or
equivalent, in quantities as specified by the Contract Officer. Cost of fraudulent usage and non-
collectible revenues shall be borne by the Contractor. Pre-Paid Card shall not expire prior to the
use of all minutes or units designated on the card. Contractor shall not charge caller for busy
signals, or ring-no-answer calls. Contractor shall vend every Pre-Paid Telephone Card Machine
daily.
Internet Access and Automated Facsimile Service
Contractor shall install and maintain internet access and automated facsimile equipment and
services of the quality, functionality, physical specification, and appearance as approved by the
Contract Officer, into public pay telephone enclosures of the type ADCO 90L in quantities or as
specified by the Contract Officer. Contractor shall provide the following services: send/receive e-
mail, internet access, print and copy functions, dataports, send/receive facsimile service, and public
pay telephone functionality. Prices charged to the end user shall be no more than: Internet Access
to include a one-time connection charge of$6.95, and $3.95 for each ten (10) minute block of time.
The equipment shall prompt the user to affirmatively acknowledge the cost of utilizing the service
prior to incurring any charges. Contractor shall not charge the user for failed attempts. Facsimile
Service - $3.95 per minute for local, $6.95 per minute for long distance, and $9.95 per minute for
international. Contractor shall charge the end user for actual facsimile transmission time rounded to
the nearest minute. The equipment shall prompt the user to affirmatively acknowledge the cost of
utilizing the service prior to incurring any charges. Contractor shall not charge the user for failed
attempts. Public Telephone Calls—Rates charged to an end user for utilizing the public telephone
function shall not exceed the tariffed rates of Pacific Bell for local and intraLATA calls, and shall not
exceed AT&T tariffed rates for interLATA and international calls. Contractor shall not charge the
user for failed attempts. Contractor's software shall actively scan for viruses. Contractor shall
provide internet and facsimile services in the following languages: English, Spanish, French,
German, Russian, Chinese, Japanese, and Korean. In the event the end user requests a full refund,
Contractor shall refund the full amount of the transaction to the end user within five (5) business
days. In the event additional features and functionality of the public Internet access and facsimile
equipment become available by the manufacturer, such features and functions shall be added to the
equipment at the sole discretion of the Contract Officer.
FS2/276/099999-3000/2160684 2 6/14/96
Revised 09/01/98
EXHIBIT"A"
TO CONTRACT SERVICES AGREEMENT
17
PROHIBITED USES
Completion of calls utilizing the 976 prefix. Completion of 1-900 calls. Access to obscene material
via Tenant's Internet Service. Use of store and forward technology of any kind. Sale of any
merchandise or other service not expressly permitted by this Lease.
ACTIVE CITY OF PALM SPRINGS PUBLIC PAY PHONES
PALM SPRINGS INTERNATIONAL AIRPORT
3400 East Tahquitz Canyon Way, Suite OFC
Palm Springs, CA 92262
Listed below are the Active ANI's at the Palm Springs International Airport.
All ANI's are located in the 760 Area Code. Includes: 23 Data Ports, 3 TDD Units, 32 Card Readers,
8 ADA Compliant Pay Phones.
ANI LOCATION
760-416-7655 Gate 6
760-416-7545 Gate 6
760-416-7265 Gates 10/11
760-416-7365 Gates 10/11
760-416-6375 Gates 10/11
760-327-4316 Gates 10/11
760-416-7645 Next to Men's Room
760-416-7945 Next to Men's Room
760-416-8835 Next to Men's Room
760-416-7985 Next to Men's Room
760-416-7575 Next to Men's Room
760-416-3975 Next to Men's Room
760-318-3709 (TDD) Main Entrance
760-416-5925 Main Entrance
760-416-2037 Main Entrance
760-416-9357 Main Entrance
760-416-9356 Main Entrance
760-320-8245 Main Entrance
760-416-0795 Main Entrance
760-416-9385 Northeast Corner/Baggage Claim
760-416-4398 Northeast Corner/Baggage Claim
760-416-0857 Outside Gates 9/11
760-416-5927 Ground Transportation Taxi Building
760-416-8946 Inside Gates 9/11
760-327-9079 Inside Gates 9/11
760-325-0175 Baggage Claim
F32/276/099999-300012160684 2 6114/96
RejsedA 09/01/98
EXHIBIT"A"
TO CONTRACT SERVICES AGREEMENT
18
760-325-1275 Baggage Claim
760-416-9346 W. Baggage Claim
760-327-9089 (TDD) W. Baggage Claim
760-322-9086 W. Baggage Claim
760-322-9426 (TDD) Breezeway
760-416-9246 (TDD) Breezeway
760-320-1260 (ADA Compliant) Continental Ticketing
760-320-1870 (Relocate to Customs) Continental Ticketing
PALM SPRINGS CONVENTION CENTER
Listed below are the Active ANI's at the Palm Springs Convention Center.
All ANI's are located in the 760 Area Code.
760-416-0981 Convention Center
760-416-0984 Convention Center
760-416-5921 Convention Center
760-416-5952 Convention Center
760-416-8861 Convention Center
760-416-8871 Convention Center
760-416-8941 Convention Center
760-416-8963 Convention Center
760-416-8974 Convention Center
760-416-9241 Convention Center
760-416-9251 Convention Center
760-416-9341 Convention Center
760-416-9451 Convention Center
760-416-9471 Convention Center
760-416-9643 Convention Center
760-416-9715 Convention Center
760-416-9821 Convention Center
CITY OF PALM SPRINGS PAY PHONES
Listed below are the Active ANI's in the City of Palm Springs,
All ANI's are located in the 760 Area Code
760-416-0198 Hair of the Dog Saloon, 240 N. Palm Canyon Drive
760-416-8570 Hair of the Dog Saloon, 240 N. Palm Canyon Drive
760-416-8960 Hair of the Dog Saloon, 240 N. Palm Canyon Drive
760-416-9248 Ruth Hardy Park, 700 Tamarisk Road
760-416-9289 Ruth Hardy Park, 700 Tamarisk Road
760-309-1456 Las Casuelas Parking Lot, corner of Indian Canyon and Arenas
760-320-3807 Las Casuelas Parking Lot, corner of Indian Canyon and Arenas
760-320-1346 Francis Stevens Park, 538 N. Palm Canyon Drive
PS2/276/099999g000/21606842 6/14/96
Revised 09/01/98
EXHJBIT°A"
TO CONTRACT SERVICES AGREEMENT
19
760-416-5949 Pavillion, 401 Pavillion Way
760-416-8760 Pavillion, 401 Pavillion Way
*760-327-093Ox8792 City Council, 3200 B. Tahquitz Canyon Way
*760-327-093Ox8793 City Council, 3200 E. Tahquitz Canyon Way
*760-327-0872x8794 City Council, 3200 E. Tahquitz Canyon Way
*760-416-0459x8657 Police Station Lobby, 200 S. Civic Drive
*760-325-2412x8658 Police Station Jail, 200 S. Civic Drive
760-416-0579 Police Station Holding (Non-coin phone, O+Calls Only), 200 S. Civic Drive
760-416-0668 Police Station Holding (Non-coin phone, O+Calls Only), 200 S. Civic Drive
760-416-9239 Visitors Center, 2781 N. Palm Canyon Drive
760-325-5239 Demuth Park Youth Center, 4363 Mesquite Avenue
760-321-6195 Golf Club Drive, 1885 Golf Club Drive
760-416-9978 Chamber of Commerce, 190 Amado Drive
760-323-9086 Lobster Company, 369 N. Palm Canyon Drive
760-322-9903 Lobster Company, 369 N. Palm Canyon Drive
760-320-5836 Desert Highland Park, 480 Tramview Road
760-325-4353 Library/Stadium, 1901 Baristo Road
760-325-4245 Library/Stadium, 1901 Baristo Road
*760-320-7856x8799 Doggie Park, 222 Civic Drive
760-323-0449 Amtrack (Non-Coin/Credit Card Only), 63950 Palm Springs Station Road
* Phones placed on the City of Palm Springs Centrex System (PBX). Q3 to provide
technical service and shall pay any associated cost to accommodate dial tone services.
RS2j276/099999-3000/2160604 2 6/14/96
Revised 09/01/98
EXHIBIT"A"
TO CONTRACT SERVICES AGREEMENT
20
EXHIBIT "B"
SPECIAL REQUIREMENTS
The City of Palm Springs will provide dial tone to select pay phones where capacity allows through
the Airport, City Hall, Convention Center and Police Department PBX systems. Q3 Telecom to
provide PBX expansion cards necessary to accommodate dial tone. Carrier service for all local and
long distance calls will be provided by Q3 Telecom and all expenses for such services to be paid for
by Q3 Telecom. Carrier cost for all local and long distance cost to be paid for by Q3 Telecom. Q3
Telecom will provide additional expansion to the Airport's PBX system in order to accommodate
existing pay phone capacity. Q3 Telecom will leave additional space on the Airport's PBX system
for future use by the Department of Aviation. Handling of 911 calls from public pay phones will be
directed through the PBX system when applicable. For Public Telecommunication purposes related
to this agreement, Q3 Telecom may provide wireless communication systems upon receiving written
acceptance of such services from the Contract Officer. Upon receiving written approval from the
Contract Officer, Q3 Telecom shall have the right to install and operate wireless equipment for
public telecommunication services in all locations covered under this agreement. Such public
telecommunication equipment shall be provided by Q3 Telecom and shall be deployed to the
assigned locations for access to users on a pay-per-use and/or subscription basis.
Section 5.3 Performance Bond — not required.
rsvzve/099999aoomneoesa,26/14/9e BXHIBIT "B"
Revised 09/01/98
TO CONTRACT SERVICES AGREEMENT
21
EXHIBIT "C"
SCHEDULE OF COMPENSATION
AIRPORT PASSENGER BASED FEE: 4% of gross revenue received from the Palm Springs
International Airport pay phones as reported per agreement year.
CONVENTION CENTER % OF GROSS REVENUE: 3% of gross revenue received from
Convention Center pay phones as reported per agreement year.
CITY OF PALM SPRINGS % OF GROSS REVENUE: 3% of gross revenue received from the City
of Palm Springs pay phones as reported per agreement year.
FS4296/099999d000/216068426/14/96 EXHIBIT"C"
Revised 09/01/98
TO CONTRACT SERVICES AGREEMENT
22
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ACOR9. CERTIFICA rE OF LIABILITY INSU NCF,,f vr I OATE o,
PRODUCER THIS CERTIFICATIE EO A9 A MATTER OF INFORMATION
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Randall Lewis Insurance NOLOER.TRW ICATEQOUNOTAMEFTO.EATENPOR
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Carlsbad CA 92005
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CLAIMS MAW NY OCCUR a Drap(mraimipo M $20000
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at Other Location eed: $1 000
aeseRo�mxOForauawsaorwnolnnesq,ss�ta ADDmar�ENDCnsew.Elrtruscua.rRmmeCNs
*10 day notice for non paywnl of premium. Location: 3100 Wo aaainal Road
lioyston, TX; 3400 B. Tahquitz Canyon Way 8229, Pala Springs,
'City of Pala Springs is named an additional insured.
AS: Pala Springs Internation Airport, 22 payphonas
CERTIFICATE WIDER I AOOOIONIL anIRENLT3TER: Y CANCELLATION
Pub.-,j sm"AWOPTReAwORCROEDTONC1E5 aE GANRUEO aEFOaETNEFJIwRATI
pain Springs intnimatAnat DATE TNEgEOP,THe INSIR WILLOMUIYORTOWAL So OAY9YAMtN
Airport; Barry G'riffi , Sr. MATICEMTHEC 11a0[3IxA11FDTO TMEL@T.BDTFAdURETODO SO&HALL
Airport Operatiem CO Helot aarosE ROaFLRTATION LWANTYOFANFHINOWONTHEWHIMITh AMIRS"
P.O. Box 27�3
Pala Springs Ch 92263 ATE•
ACORD 134IT/M III ®ACORD CORPMATInN um
P
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ERTIFICATE MOLDER COPY
STATE P.O.SOX 12W7.SAN FRANCISCO,CA 94142-OW
FOMPQNeAT1014
INeU RA NCe
FUND CEWIFI ATE OF WORKERS' COMPENS N INSURANCE
OCTOBER 28, 2003 ROUP:
OLICY NUMBER: 17117e8-2003
ERTIFICATE ID: 6
.. ERTIFICATE EXPIRES: 10-31-2004
PALM SPRINGS INTRFMT OVAL AIRPORT
BARRY GRIFFITH, SR, A RPORT OPERATIONS COORDINATOR
1?0 BOX 2743 - - ALM 92RIMS INTERNATIONAL AIRPORT,
PALM SPRINGS CA 9226 2 PAYPHONES
I This Is to certify,that we have I d a valid Worker's Compensellan Inwrerxa In a farm approved by Ole Calibmia
tnsunmce Commseioner to Cie plover named below4or Ore poW pedal,
Tlas policy is not subJee1,10 can IlaOon by Orep'iind except upon'.10 days ad ve written notice to the employer.
We w0l also give you 10 dwe a notice abwm Oils poky be.caneelled , . to Its normal expiration.
This cerbTicate of Insurance its an Insurance policy and QOes,nlx amend, err alter the coverage afforded by the
pollcias listed hxairm No Ing arty regpINMeint,lernt Or kw of'
adjr or other dowhxw with
respect to which Orin cerlif�ela Insurance may be Issued or maayy perish,the nee afforded by the policies
desrxibed herein Is subject to allill temis,exclus one,and con dtiWns,of such 'des
AUfM�11FJ�(1'AtIV& ,,, g1EgDENT:,
EMPLOYER'S LIABILITI LIMIT INCLUDING DEFENSE COSTS: 1,000,000 PER OCCURRENCE
surt0ral
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(A CORP )ANO/OR 0 A P I (?, CORP )AWOI R OAP,INC bi
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3400 E TARQUITZ CANWAY If B-29".
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