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HomeMy WebLinkAbout04451 - METRO VIDEO SYSTEMS DOWNTOWN CAMERAS MO7019 Page 1 of 1 Kathie Hart From: Kathie Hart Sent: May 01, 2009 2:17 PM To: 'Ran Starrs' Subject: A4451 -Metro Vido Systems Ron - This is just a note for the file. This agreement expired Fe. 2007. It was not renewed and I will close it. eAz&e Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs,CA 92262 `2t (760) 323-8206 1 b (760)322-8332 @A Kathie-Hart@Palm5pringsCA.gov V 9 05/01/09 • Metro Video Systems Downtown Cameras AGREEMENT #4451 CITY OF PALM SPRINGS M07019, 2-20-02 CONTRACT SERVICE AGREEMENT THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this &'- day of February, 2002, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Metro Video Systems, 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 Contractors 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 the site and is or will be fully acquainted with the conditions RFP 07-02-MetroVideoAgmt-Version 0221.rtf -1- r 4�I�Ir�dQ�R't �'a.'-i�'wGNM 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 in 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 three hundred seventy eight thousand eight hundred thirty dollars and eighty five cents ($378,830.85) (herein "Contract Sum"), except as provided in Section I.S. 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 RPP 07-02 -MetroVideoAgtnt-Version 0221.rtf -2- 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 (1s) 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. 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 Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 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 RFP 07-02-MetroVideoAgmt-Version 0221.rtf -3- 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: Todd Byer It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert 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 RPP 07-02 -MetroVideoAgint-Version 0221.rtf -4- control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at 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 additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit "B". All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. 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 RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -5- 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 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 any judgment 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 are 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, 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" RFP 07-02-MetroVideoAgmt-Version 0221.rtf -6- or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create 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, 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. 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 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 RFP 07-02 - MetroVideoAgnit-Version 0221.rtf 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. Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any 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 non- defaulting 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 RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -8- 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 ($ 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, 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 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 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 attorneys fees shall be entitled to all other reasonable costs for investigating such action, taking RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -g- 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. In the case of the Contractor, it should be addressed 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. RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -10- 0 0 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. (SIGNATURE PAGE FOLLOWS) RFP 07-02-MetroVideoAgmt-Version 0221.rtf -11- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. t CITY OF PALM SPRINGS, AT EST:, a municipal corporation City Clerkgy �r J City Manager (Check one: _Individual_ Partnership APPROVED AS TO FORM: x Corporation) 0 CONTRACTOR: City torne Sign ur (Notarize Robert L. Weir, President Corporations require two notarized Print Name&Title signatures: One from each of the following: A. Chairman of Board, President, or any Vice President: AND B. Secretary, g � a Assistant Secretary, Treasurer, Assistant Si na ure (Notarize Treasurer, or Chief Financial Officer). Anna Lou Weir, Secretarg Print Name&Title Mailing Agreement aver/under$25,000 Address: 1220 E. Imperial Ave. Reviewed and approved by E1 SeLrundo, CA 90245 Procurement & Contracting Initials-Date P.O. Number k3PPPOVED 10V 7ME CUT 06D I;NCL RFP 07-02-MetroVideoAgmt-Version 0221.rtf _1Z_ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �"^,mn�at,,r�..._�,_;,rrr=;t;€r�Tri,—,,�.c.�',:�.�rr�:v:�`Try-r,�"r��,,,t.i_,--,t,<�c;�:; r,<-r,�,�a✓r,�,rr=.^.��+^�,—xrr.:>rcr.€;.:�-r.� State of California 3' fi County of S AN Gj ss. Iv, On t ul a1 before me, 74nl2te �,A. 1�oTF t V'�i Date Name end I Ina of Officer(e g "Jane Doe,Notary Public') hC personally appeared a l t�!d� Ititi /�2 t V, Name(s)of Signer(s) '19-personally known to me ' ❑ proved to me on the basis of satisfactory , evidence �I t to be the person(s) whose name(s) is/are 1 subscribed to the within instrument and �r I` ) . acknowledged to me that he/she/they executedI ); the same in his/her/their authorized ' =�a:� capacity(ies), and that by his/her/their ,y tMRIE V.ANDERSON signature(s) on the instrument the persorl or Commission fk 122�Ea( z the entity upon behalf of which the person(s) ' i +f Notary Public-Cclifornia 11 IC Los Angeles County acted, executed the instrument. �'. MY Ccmm.Expires Jun 17,2003 ?n WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public I OPTIONAL ' 1 Though the information below is not required bylaw, it may prove valuable to persons relying on the document I and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document ' [I Title or Type of Document: Document Date Number of Pages: I� Signer(s) Other Than Named Above: ' Capacity(ies) Claimed by Signer Signer's Name. fi ❑ Individual To of thumb here I� ❑ Corporate Officer—Title(s): n �l ❑ Partner—❑ Limped ❑ General ❑ Attorney in Fact ❑ TrusteeI ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ' © 1997 National Notary Association-9350 De Solo Ave,P 0 Box 2402•Chatsworth,CA 91313-2402 Pee No 5907 Reorder Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ��cr.�T.'.'�.cic�.^�^.cr,�r;cY_..�'c•C,..cam^:r_�rr�'_Crc�rti1"��'��'G•l�oC':rNc��"tir�M,F,rer.Crcr.CrcY)4'�'Tr2�;.�i;t;_cr=^.er��.".cy')ji d State of California �I County of Lb /�5 l C(10FAA b ss I On L�- a� before me, 47 Lt 'E� IIC'Ir�lFlll\� , Date ry Name antl Title of unloer(e g.,"Jahe Doe,Noor, personally appeared _ �Gl r� L L1�LI� 3 Ifi Naaia(9)of Signers) ' 14personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorizedI capacity(ies), and that by his/her/their mo lial scri signature(s) on the instrument the person(s), or pNp .�dtipt� the entity upon behalf of which the person(s) fit 9AM=t#W*i wwoD acted, executed the instrument. • loom'118--4" WITNESS my hand and official seal. i Place Notary Seel Above Signature 01 Notary Public ))I OPTIONAL I(>' Though the information below is not required by law, it may prove valuable to persons relying on the document ; II and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Do umgnt 1 I II Title or Type of Document: �,1J111�1'IA' t �iEC�IC� (CE�.i1'lE(1T fiDocument Date: Fcbrl.!vtj goo] Number of Pages: Signer(s) Other Than Named Above: >,I Capacity(ies) Clai ed by Sig er, I Signer's Name: -f 'EI _ ❑ Individual II1( XI Corporate Officer Title(s): rop oPmumb here I II ElPartner—❑ Limited ❑ General I�, ❑ Attorney in Fact I� ❑ Trustee ❑ Guardian or Conservator I� ❑ Other' 1 �I l{ Signer Is Representing: f � w�,:w•�,�v`_`-vwu.�r�:�G�.c�•w��.w•ccz.�_—�w�•w�G��=<.�_-c3z=c�c;c�-:��� 01999 National Notary Association•9350 Be Soto Ave,P0Box 2402•choloworth,CA 91313-2402•www.na0onalnotarynrg Prod No 5907 Reorl call To11-Fee1- 300 876 6827 EXHIBIT"A" SCOPE OF SERVICES Contractor shall provide all engineering, installation, and other services necessary to install, make fully operational, test and maintain a state-of-the-art CCTV surveillance system. Except for materials provided by the City identified in the attached Exhibit "Al", the contractor shall provide all necessary supplies, materials and equipment necessary to construct the CCTV surveillance system. Objectives of Network: Contractor's services hereunder for the installation of the CCTV surveillance system will enable the remote monitoring of areas within range of the cameras for criminal activity by the Palm Springs Police Department. The system shall link 15 remote cameras to the Communications Center at the Palm Springs Police Department located at 200 South Civic Drive Palm Springs, CA . (Locations of the fifteen surveillance cameras to be linked are identified in Exhibit 'M".) Video feed from each camera shall be displayed in the Communications Center and shall be recorded in a form that shall allow playback and archiving. Pan/tilt /zoom controls for each camera shall be operable from the Communication Center at the Police Department. Camera control commands and video feeds from the cameras shall be transmitted via an air link microwave transmission system operating at 5.8 GHz. The wireless surveillance system must operate continuously 24 hours-a-day, seven days a week. The system shall have sufficient capacity to transmit video at a minimum rate of 30 frames per second simultaneously from all cameras. The transmission system shall allow real- time pan/tilt/zoom control of all cameras. Prior to acceptance of the CCTV surveillance system by the City, complete system as-builts must be delivered to the Police Department. Contractor shall also provide a separate as-built showing all equipment installed on the Hyatt Regency Suites Hotel. This separate as-built shall identify all equipment installed on the Hyatt Regency Suites Hotel, shall indicate the hourly power consumption of all such equipment and shall include a calculation of the total hourly power consumption for all installed equipment. Specifications for work and Services: For the Contract Sum as specified in this Agreement in Schedule "C", and within the times set forth in Exhibit "D", Contractor shall provide all services and equipment set forth in this Schedule "A." Contractor shall install the wireless network in accordance with the engineered path study, site plans and communications system-commissioning plan submitted by Contractor to City as part of Contractor's proposal on file with the City. • Ten (10) cameras will be installed in the downtown area and connected via wireless links routed through a communications site located on the roof of the Hyatt Regency Suites Hotel, 285 N. Palm Canyon Drive, Palm Springs, to the Police Department Communications Center, 200 South Civic Drive, Palm Springs. • Contractor shall, at all times in the performance of services under this agreement, abide by the terms and conditions of the right-of-entry agreement between the City and the RFP 07-02-MetroVideoAgmt-Version 0221.rtf -13- Hyatt Regency Suites Hotel. • One (1) camera will be installed at the Palm Springs Public Library and connected to the Police Department Communications Center via a wireless link. (The City will provide power to the pole to be utilized for camera mounting.) • Two (2) cameras will be installed at Palm Springs City Hall and connected to the Police Department Communications Center via fiber optic multiplexer utilizing existing City- owned fiber. • One (1) camera will be installed at the Police Department and connected to the Police Department Communications Center via a direct cable run. • One (1) camera will be mounted on the Police Department Communications Tower and connected to the Communications Center via a direct cable run. • All the camera feeds shall be directed to the Communications Center in the Palm Springs Police Department. Incoming feeds shall be displayed on 4 wall-mounted 27" monitors that shall be split to display 4 camera feeds per screen (total capacity 16 feeds). At each dispatch station (4 in number) an additional 14" monitor and camera controls will be located. Dispatchers shall be able to capture a feed from any camera and display it on their 14" monitor and shall have pan/tilt/zoom control of each camera. • The Contractor represents and warrants that the CCTV camera system and equipment will be equipped with software that can be programmed to disable the viewing capacity of the surveillance cameras where the cameras pass a private area, and that such system and equipment can be programmed with assurance to display a blank monitor screen for any such private areas. + All camera feeds shall be recorded as they arrive in the Communications Center. Two recordings shall be made from each camera feed. The first recording will be a captured on a digital recording device. The digital recording device shall have sufficient storage capacity to capture 30 days of feeds from 16 cameras. The second recording device shall be an analog tape device recording all camera feeds (up to 16) on VHS tapes. • The equipment to be installed must operate in variable weather conditions from 200 to 1300 Fahrenheit with rooftop temperatures reaching 1600 and wind conditions which reach 80 MPH gusts. Rain shall not interfere with the operations of the system. • When needed, traffic control will be the responsibility of the City. The Contractor shall contact the City's Contract Administrator at least 2 days in advance to arrange such traffic control. • System components must be compliant with applicable FCC guidelines. • Contractor shall further implement an adequate and reliable methodology for testing compliance with the City's performance criteria. All test results must be documented with a copy provided to the City. Independent tests may be conducted by the City to validate the contractor's test information. • Contractor shall not interfere with City's emergency response operations at the City's Police Department in performing the services hereunder. Contractor further agrees to abide by all rules of City or requests by authorized City personnel regarding the location and manner where Contractors' vehicles may be parked at the City's facilities. • Contractor shall perform the services herein in a clean and professional manner and shall remove any debris, trash, equipment and other items in and around the job sites at the end of each day when services are performed hereunder. Upon completion of Contractor's services hereunder, Contractor shall restore the City facility to a good and RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -14- clean condition and repair any damages caused to such facilities by Contractor's employees, agents or representatives. Site Survey: Contractor acknowledges that it has performed the following surveys and is familiar with the site and its technical requirements: • Contractor has visited and surveyed each site for the purposes of locating the microwave equipment, determining suitability of the site for the microwave application, verifying site coordinates and site elevation. • Contractor has surveyed the line of sight path to locate and measure obstructions and observe and record terrain characteristics along the path. • Contractor has gathered information necessary for preparation of engineering drawings and design requirements. Training The Contractor shall provide two training sessions for Police Department communications staff, which shall specifically include Pelco "9760 for End Users" training. This training shall include a minimum of six hours of training in the use of the pan/tilt/zoom capabilities of the CCTV cameras. The training sessions shall be scheduled with the Commander-Special Services and shall be staggered to accommodate the shift schedules of the Communications Center employees. The scope of the training shall be sufficient to teach the proper operation of the CCTV system including camera operation, video switching/ capture of video signal to individual dispatch stations, and operational procedures related to recording and storage of video data. Contractor will provide training for new employees from time-to-time in conjunction with CCTV system maintenance activities. Warranty: For equipment provided by Contractor, Contractor warrants all products for a period of one (1) year from the acceptance date of the project. The warranty included all parts and all labor. Any unit found to be defective will be replaced by Contractor free of charge including in and outbound shipping costs. Defective units are defined as any unit that requires three or more repairs within a period of one year. Post Warranty On-Site Service: At the end of the warranty period the Contractor shall provide five years of ongoing on-site service and support for the CCTV surveillance system. The rates for such on-site service and support shall be at the prices set forth in Exhibit C. The on-site service and support shall require next business day service, with emergency, after hours, weekends and holiday charges as set forth at Exhibit C. The service period shall commence upon the expiration of the 1-year warranty. RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -15- EXHIBIT "A1" Materials to be provided by the City to Metrovideo Systems include: 1 ea Pelco Model CM9760 32x32 control/video matrix for installation in the Communications Center; 4 ea Pelco#CM9760- KBD keyboards controllers for installation at the dispatch stations in the Communications Center; 1 ea Pelco#CM9760-CDU-T code distribution unit for installation in the Communications Center; 4 ea Pelco #PMCSI4A 14" monitors for installation at the dispatch stations; 4 ea Pelco #QD104C quad units; 16 ea Pelco #C-SD5BC22-HCPE1 Spectra Dome cameras with protective cages for installation at City-designated locations (1 for spare); 1 ea Pelco #DX9016H digital video recorder for installation at the Communications Center; 1 ea Pelco #DX921HDD storage disk array for the digital recorder; 1 ea Pelco #DX9000-VS view station for installation in the Communications Center; 1 ea Pelco #MX4016CD multiplexer, 16-channel, color, duplex; 1 ea Pelco #TLR2168S time lapse video cassette recorder, S-video; 1 ea Pelco#RM200 rack mount; 4 ea Sony #KV27V42Gray 27" monitors for split screen display of video signals in the Communications Center; 360 ea Sony T-160VF premium grade VHS video cassette tapes; 4 ea Lucasey #SDCM2030 monitor mounts for the 27 monitors; and miscellaneous mounting devices. RFP 07-02 -MetroVideoAgmt-Version 0221.rtf -16- City Hall °) c Tahquitz Cyn Policp Dp,pt. Civic Dr. Baristo T Ramon Library/ 0 unrise Pa Andreas Arenas ■ (<---Sunrise Way—>) J, L I; Indian `j�L) Canyon Drive La J I Plaza < <. - P� `,) Canyon i.�� �� Drive r Vista Chino Via Lola Alejo Amado Tahquitz Cyn Baristo Ramon cl eJc.IIJLL L'1 < AI��J G �. ��',Ju� 'LL :. JJ'L. ci-'"�� L� Modified 10/8/01 EXHIBIT "B" SPECIAL REQUIREMENTS The requirement of Section 5.3 for deliverance of a performance bond is hereby waived. The City approves the use of the following subcontractors in performance of the scope of services: C & D Electric, Palm Desert, CA Premier Wireless, Inc., 1104 Buchanan Road, Suite C3, Antioch, CA 94509 Specialized Installations, 28715 Los Alisos Boulevard, #7, Mission Veijo, CA 92692 RFP 07-02 -MetroVideoAgmt-Version 03-22.rtf -18- EXHIBIT"C" SCHEDULE OF COMPENSATION Total compensation for this project shall not exceed $378,830.85 Equipment and Labor: Compensation for the equipment and labor portion of this project shall not exceed $227,933.85. Partial payments for equipment and labor will be made after the successful completion of the following milestones: City receipt of confirmation that specialized equipment 15% $34,190.08 has been ordered by contractor (Specialized equipment is defined as 5.8 Ghz radios) City receipt of confirmation that specialized equipment 20% $45,586.77 has been received by contractor Successful testing of video transmission, camera 40% $91,173.54 control and video recording. Commissioning of system by contractor Acceptance of system by City (after successful 30-day 25% $56,953.40 post-commissioning period of performance) POST WARRANTY ON-SITE SERVICE: The Contractor agrees to provide post-warranty on-site maintenance service for five years. For next day on-site support service payments shall be made in monthly installments at the end of each month following the City's acceptance of the system. The annual rates for next-day on-site support service, services to be provided Monday through Friday 8-5 shall be as follows: Year 1 $29,585.00 ($2465.42 per month) Year 2 $30,028.00 ($2502.33 per month) Year 3 $30,428.00 ($2535.67 per month) Year 4 $30,428.00 ($2535.67 per month) Year 5 $30,428.00 ($2535.67 per month) For after-hours, same-day, weekend, or holiday calls the following rate will apply: $100.00 per hour with 4-hour minimum for after hours, same-day, or weekend service; RFP 07-02-MetroVideoAgmt-Version 0221.rtf -19- 0 EXHIBIT 'D" SCHEDULE OF PERFORMANCE The successful test of data and video transmission and vendor's commission of the system to the City shall be completed within 90 calendar days from the date of receipt of Notice to Proceed/Purchase Order. The City shall have a 30-day post-commissioning period of performance during which the system will be tested by City IT and Police Department staff. In the event that the system fails at anytime during this 30-day period, the period shall be extended another 30 days, until such time that the system has performed without fail for 30 consecutive days and is deemed acceptable by the City. RFP 07-02 -MetroVideoAgmt-Version 0221.rtf _20-