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HomeMy WebLinkAboutA4467 - HYATT CORP DOWNTOWN CAMERAS RIGHT OF ENTRY Hyatt Corporation Right of Entry Agr (Cameras) AGREEMENT #4467 CM signed 3-28-02 RIGHT OF ENTRY AGREEMENT THIS RIGHT-OF-ENTRY AGREEMENT ("Agreement") is made and entered into this day of , 2002, by and between the CITY OF PALM SPRINGS, a municipal corporation (hereinafter the "City"), and HYATT CORPORATION, a Delaware corporation, as agent of PSH Holdings, Inc., a California corporation, d/b/a Hyatt Regency Suites Palm Springs (hereinafter "Hyatt") (collectively referred to hereinafter as the "Parties"). RECITALS 1. WHEREAS, the City is in the process of contracting with a third party vender for the installation of closed circuit television cameras along Palm Canyon Drive, in downtown Palm Springs, to better serve the security interests of businesses and patrons frequenting the City's downtown area(hereinafter the "Downtown Surveillance Project"). 2. WHEREAS, Hyatt is the owner of the Hyatt Regency Suites Palm Springs, located at 285 North Palm Canyon Drive, Palm Springs, California, 92262 (hereinafter the "Hyatt Hotel"). 3. WHEREAS, the Hyatt Hotel is located in the City's downtown and along the portion of North Palm Canyon Drive most suitable for the installation of Premier Wireless Guard 1500 receivers (each approximately 13" by 15" by 6") and model 1300 Premier Wireless Guard video transmitters (each approximately (11.5" by 13.5" by 5.5"), which are necessary for the Downtown Surveillance Project. Approximately ten (10) of the Premier Wireless Guard 1500 receivers shall be mounted flush with the Hyatt Hotel roofline, while approximately an additional ten (10) Premier Wireless Guard 1500 receivers and ten (10) Premier Wireless Guard 1300 transmitters shall be located on Hyatt Hotel rooftop (hereinafter collectively the "CCTV Receivers and Transmitters"). These CCTV Receivers and Transmitters will be utilized for the City's Downtown Surveillance Project and will benefit the Hyatt Hotel along with other businesses from the added security resulting from the Downtown Surveillance Project. 4. WHEREAS, the City has determined that the installation of the CCTV Receivers and Transmitters on the rooftop of the Hyatt Hotel and reasonable access to the CCTV Receivers and Transmitters is necessary for the completion of the City's Downtown Surveillance Project, subject to certain conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, for the consideration set forth herein, the Parties hereto agree as follows: 1. Right to Enter Property for Camera Installation. Subject to the terms of this Agreement, the City and its officials, employees, consultants, contractors, representatives, and agents, shall have the right to enter the Hyatt Hotel, to specifically access the rooftop of the Hyatt Hotel, for the purpose of installing the CCTV Receivers and Transmitters and for other IRV#18419 vl _1_ associated uses for this installation. Such installation is anticipated to occur within one hundred- twenty (120) days of execution of the Agreement, and shall involve activities including, but not limited to, the operation, work, conduct and specifications set forth herein. The times and manner of entry shall be arranged in advance between the designated representatives of City and Hyatt, but shall not be disruptive of Hyatt's business activity. Hyatt engineering staff shall reasonably approve, in advance of installation, all conduits, routing and mounting of equipment. Hyatt engineering staff shall further identify one dedicated 110 circuit electrical outlet to provide power to the CCTV Receivers and Transmitters, which is anticipated to draw a maximum of 500 watts per hour. The City shall provide compensation for the reasonable consumption of electricity at a rate of 500 watts per hour, payable annually on the anniversary date of the completed installation and operation of the CCTV Receivers and Transmitters at the Hyatt Hotel. Any and all portions of the CCTV Receivers and Transmitters that are in public view shall further be painted by City or its contractors within a reasonable time of installation to reasonably conform with the exterior paint color of the Hyatt Hotel. 2. Right of Access for Camera Maintenance. The City, through its employees, consultants, contractors, representatives, or agents, shall have the right to access the CCTV Receivers and Transmitters and shall be provided with reasonable access to the Hyatt Hotel rooftop for the purposes of maintenance, repair, service and inspection of the CCTV Receivers and Transmitters. Scheduled maintenance to the CCTV Receivers and Transmitters is anticipated to be conducted once every three (3) months, and a schedule of such quarterly maintenance shall be provided to Hyatt at least one week prior to commencing any such maintenance. Provided, however, that Hyatt engineering staff shall be notified twenty-four (24) hours in advance of any emergency maintenance visits to the Hyatt Hotel, unless exigent circumstances arise requiring that less notice be given, so long as the notice given is reasonable under exigent circumstances. 3. Indemnification of Hyatt. The City agrees to indemnify Hyatt, its officers, agents, and employees against, and shall hold and save them and each of them harmless from any and all actions, suits, claims, darnages to persons or property, losses, costs, liens, penalties, obligations, errors, omissions, or liabilities (herein "claims or liabilities") that may be asserted or claimed by any persons, firm, or entity arising out of or in cormection with the negligent performance of the work, operations, or activities of the City, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the rooftop of the Hyatt Hotel for the installation, maintenance, repair, service and inspection of the CCTV Receivers and Transmitters. Notwithstanding the foregoing, nothing herein shall be construed to impose liability on the City for acts, errors, omissions or liabilities caused by or resulting from Hyatt, its officers, agents, and employees, during the course of the installation, maintenance, repair, service and inspection of the CCTV Receivers and Transmitters. This indemnification shall survive the tennination of this Agreement. 4. Insurance. Pursuant to the terms and conditions of the indermnification provided under Section 3, above, the City shall maintain liability insurance, at its sole cost and expense, in a form and content reasonably satisfactory to Hyatt, during the entire tern of this Agreement. This liability insurance shall cover claims in excess of any sums which the City is self-insured, up to and including a combined single limit of at least one million dollars ($1,000,000) bodily IRV#19419 A _2_ • injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. Provided, however, that nothing herein shall obligate the City to provide separate or additional insurance at or below the amount of three hundred thousand dollars ($300,000), which represents the amount that the City is currently self-insured, and that any current policies of insurance providing coverage at or in excess of one million dollars ($1,000,000) shall be deemed to satisfy this provision if maintained in full force and effect through the duration of this Agreement. 5. Termination. This Agreement shall be in full force and effect for a period of five (5) years from the date of execution, and shall be renewed automatically for successive two (2) year terms. Provided further that the Agreement may be terminated by either party with ninety (90) days' written notice at any time after the initial five (5) year tern hereunder or may terminate by operation of law, including, but not limited to, changes or modifications to City policies and ordinances affecting the Downtown Surveillance Project. Should the City intentionally cease to utilize the CCTV Receivers and Transmitters for a period of seven (7) or more consecutive days, then his Agreement shall automatically terminate. Should a renovation or demolition of the Hyatt Hotel impact the CCTV Receivers and Transmitters, Hyatt shall, at its expense, remove the CCTV Receivers and Transmitters (and all ancillary equipment) and return it to the City before such renovation or demolition, thereby terminating this Agreement pursuant to (90) days written notice hereunder. In all cases of termination of this Agreement other than Hyatt renovation or demolition, within thirty (30) days after tennination, City shall remove the CCTV Receivers and Transmitters from the Hyatt Hotel and restore the effected area to its original condition. 6. Enforcement. The Parties acknowledge and agree that any material violation of this Agreement is likely to result in immediate and irreparable harm for which monetary damages are likely to be inadequate. Accordingly, the Parties consent to injunctive and other appropriate equitable relief upon the institution of proceedings therefor by any other party in order to protect the rights of the Parties under this Agreement. Such relief shall be in addition to any other relief to which the Parties may be entitled at law or in equity. 7. No 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 or 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. 8. Sole Agreement. This Agreement contains the entire understanding between the Parties as to the specific subject matter hereof and supersedes any prior understanding and/or written or oral agreements between them respecting the within subject matter. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. IRV#18419 vI -3- 9. No Special Relationship. City makes no representation as to whether the existence of this camera installation will prevent or reduce criminal activity. This Agreement and the camera installation shall create no special relationship between the parties hereto. City does not intend to monitor the camera but will record videotape. No person or party shall have special access to such tape. The camera monitoring and tape and law enforcement activity resulting therefrom shall be subject to all riles, regulations and orders otherwise governing the activities of the Palm Springs Police Department. 10. Notices. Any notice to either of the parties shall be given in writing by certified mail or registered mail addressed to the party for whom intended at the following addresses, or such other address and to such other persons as the parties may hereafter designate: To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Attn: City Manager With a copy to: Burke, Williams & Sorensen, LLP 18301 Von Kannan Avenue, Suite 1050 Irvine, California 92612 Attn: David J. Aleshire To Hyatt: Hyatt Regency Suites Palm Springs 285 North Palm Canyon Drive Palm Springs, California 92262 Attn: General Manager With a copy to: Hyatt Hotels Corporation 200 West Madison, Suite 4100 Chicago, Illinois 60606 Attn: General Counsel 11. Severability. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect, in any respect whatsoever, the validity of the remainder of this Agreement. 12. Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of California. 13. 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. IRV#18419 vl _4_ 14. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 15. Ambi2uity. The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against any of the Parties, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts. IN WITNESS WHEREOF, the Parties hereto have executed this instrument as of the day and year first above written. "CITY" CITY OF PALM SPRINGS, a municipal corporation David Ready, City Managet-,' ATTEST: r A=reeeKet /under s25,000 city ci APPROVED AS TO FORM: #ed OPPrOved by P� BURKE, WILLIAMS & SORENSEN, LLP &C4*trndng Intelah., Date— =: cry P-0 Nember. 3ox,l� A rney "HYATT" HYATT CORPORATION, a Delaware corporation, as agent of PSH Holdings, Inc., a California corporation, d/b/a Hyatt Regency Suites Palm Springs By: Its: IRV#18419 vl -5- ��i ��i;® L�Yl hF �LbC ON �f�`Z7 i i a: Note to File: • VV�7 0 3-27-02 — Contracts sent to Procurement to obtain two notarized signatures. 3-28-02 — Procurement took to City Manager; City Manager signed the documents on 3-28-02 with out the required notarized signatures. City Clerk attested to the signature this same date. 4 /-7 o� PAtM SA City of Pain Springs OFFICE OF PROCUREMENT & CONTRACTING c�4FOvt MEMORANDUM To: Office of City Clerk From: Office of Procurement & Contracting �` �7 V X \ Subject: Hyatt Corporation-Right of Entry $� ¢� / 4 p Date: March 27, 2002 Attached are the following documents: p Lj 5 sets of Contract documents execuCbyCol-itractor and notarized N/A Performance Bonds p N/A Original Payment Bonds i ��. � �:.�izs,��e �� 1•_ez� e�r�.`� big�' N/A Confirmation of status of surety company p N/A Original Bid �j�� N/A Copy of bid bond / N/A One copy of Specifications Fax copy of Certificate of Insurance for the required polices Conflrnlation of status of insurance carrier from the following companies: N/A Copy of Extract of Public Works Contract Award N/A Copy of Bid Result Check List N/A Copy of Bid Abstract DEL'D TO CLERK'S OFFICE BY E f DATE: TIME: Oy' = f RECEIVED BY CLERK DATE: TIME: SAD AGREEMENTS RETURNED TO PROCUREMENT BY -S DATE TIME: 5 R.\USERS\WPPUBLIC\CONTRACT PROCESSING\Clerk transmittalHyatt.wpd