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C,ILIFOa MEMORANDUM
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AGREEMENT #
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• Silicon Salvage
Electronic Equipment Collection
AGREEMENT 14419
M06950, 10-17-01
CONTRACT SERVICES AGREEMENT FOt�-- --- — - - —
COMPUTER AND RELATED ELECTRONIC EQUIPMENT
COLLECTION EVENT
THIS CONTRACT SERVIREEMENT (herein "Agreement"), is made and
� CES
entered into this clay of 2 e , 2001, by and between the CITY OF PALM
SPRINGS, (herein "City," a municipal corporation and SILICON SALVAGE (herein
"Contractor"), 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.
Contractor warrants that all services will be performed in a competent, professional and
satisfactory manner in accordance with the standards prevalent in the industry, and all
materials will be of good quality, fit for the purpose intended.
1.2 Contractor's Proposal. The Scope of Services 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 City having jurisdiction in effect
at the time service is rendered.
II A Licenses Permits Fees and Assessments. Contractor shall obtain
at its sole cost and expense such licenses, permits and approvals as may be required
by law for the performance of the services required by this Agreement. Contractor shall
have the sole obligation to pay for any fees, assessments and taxes, plus applicable
penalties and interest, which may be imposed by law and arise from or are necessary
for the Contractor's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City against any such fees, assessments, taxes
penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor
warrants that Contractor (a) has thoroughly investigated and considered the scope of
services to be performed, (b) has carefully considered how the services should be
performed, and (c) fully understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. If the services involve work upon
any site, Contractor warrants that Contractor has or will investigate the site and is or will
be fully acquainted with the conditions there existing, prior to commencement of
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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 five percent (5%) or less of the Contract Sum, or in the time to perform
of one hundred eighty (180) days or less may be approved by the Contract Officer. Any
greater increases, taken either separately or cumulatively must be approved by the City _
Council. It is expressly understood by Contractor that the provisions of this Section
shall not apply to services specifically set forth in the Scope of Services or reasonably
contemplated therein. Contractor hereby acknowledges that it accepts the risk that the
services to be provided pursuant to the Scope of Services may be more costly or time
consuming than Contractor anticipates and that Contractor shall not be entitled to
additional compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in the "Special
Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference.
In the event of a conflict between the provisions of Exhibit B and any other provisions of
this Agreement, the provisions of Exhibit B shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this
Agreement, the Contractor shall be compensated in accordance with the "Schedule of
Compensation" attached hereto as Exhibit "C" and incorporated herein by this
reference, but not exceeding the maximum contract amount of Ten Thousand Dollars
($10,000.00) (herein "Contract Sum"). The method of compensation may include: (i) a
lump sum payment upon completion, (ii) payment in accordance with the percentage of
completion of the services, (iii) payment for time and materials based upon the
Contractor's rates as specified in the Schedule of Compensation, but not exceeding the
Contract Sum or (iv) such other methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, telephone expense, transportation expense, and
performance bond, 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 one meeting reasonably deemed necessary by the City;
Contractor shall not be entitled to additional compensation for attending additional
meetings as required by the City.
2.2 Method of Payment. Unless some other method of payment is
specified in the Schedule of Compensation (Exhibit C), in any month in which
Contractor wishes to receive payment, no later than the first (1 st) 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 Maieure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall
be extended because of any delays due to unforeseeable causes beyond the control
and without the fault or negligence of the Contractor, including, but not restricted to, acts
of God or of the public enemy, unusually severe weather, fires, earthquakes, floods,
epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation,
and/or acts of any governmental City, 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.
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:
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.
4.4 Independent Contractor. Neither the City nor any of its employees
shall have any control over the manner, mode or means by which Contractor, its agents
or employees, perform the services required herein, except as otherwise set forth
herein. City shall have no voice in the selection, discharge, supervision or control of
Contractor's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Contractor shall perform all services required herein
as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in any way or for any
purpose become or be deemed to be a partner of Contractor in its business or
otherwise or a 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. If the
Contract Sum is $25,000.00 or less, the policy of insurance shall be written in an
amount not less than either (i) a combined single limit of $500,000.00 or (ii) bodily injury
limits of$250,000.00 per person, $500,000.00 per occurrence and $500,000.00
products and completed operations and property damage limits of $100,000.00 per
occurrence and $100,000.00 in the aggregate. If the Contract Sum is greater than
$25,000.00 but less than or equal to $100,000.00, the policy of insurance shall be in an
amount not less than either (i) a combined single limit of $1,000,000.00 for bodily injury,
death and property damage or (ii) bodily injury limits of $500,000.00 per person,
$1,000,000.00 per occurrence and $1,000,000.00 products and completed operations
and property damage limits of $500,000.00 per occurrence and $500,000.00 in the
aggregate. If the Contract Sum is greater than $100,000.00, the policy of insurance
shall be in an amount not less than $5,000,000.00 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 $250,000.00 per person and $500,000.00 per occurrence
and property damage liability limits of $100,000.00 per occurrence and $250,000.00 in
the aggregate or (ii) combined single limit liability of $500,000.00. 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. 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 cancelled without providing
thirty (30) days prior written notice by registered mail to the City. In the event any of
said policies of insurance are cancelled, 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.
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 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 is made a party to any
action or proceeding filed or prosecuted against Contractor for such damages or
other claims arising out of or in connection with the negligent performance of or
failure to perform the work, operation or activities of Contractor hereunder,
Contractor agrees to pay to the City, its officers, agents or employees, any and
all costs and expenses incurred by the City, its officers, agents or employees in
such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
5.3 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to City a performance bond in the sum of the amount of this
Agreement, in the form provided by the City Clerk, which secures the faithful
performance of this Agreement, unless such requirement is waived by the Contract
Officer. The bond shall contain the original notarized signature of an authorized officer
of the surety and affixed thereto shall be a certified and current copy of his power of
attorney. The bond shall be unconditional and remain in force during 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 Risk
Manager of the City due to unique circumstances. In the event the Risk Manager of
City ("Risk Manager") determines that the work or services to be performed under this
Agreement creates an increased or decreased risk of loss to the City, the Contractor
agrees that the minimum limits of the insurance policies and the performance bond
required by this Section 5 may be changed accordingly upon receipt of written notice
from the Risk Manager; provided that the Contractor shall have the right to appeal a
determination of increased coverage by the Risk Manager to the City Council of City
within 10 days of receipt of notice from the Risk Manager.
6_0 RECORDS AND REPORTS
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.
6.2 Records. Contractor shall keep, and require subcontractors to
keep, such books and records as shall be necessary to perform the services required by
this Agreement and enable the Contract Officer to evaluate the performance of such
services. The Contract Officer shall have full and free access to such books and
records at all times during normal business hours of City, including the right to inspect,
copy, audit and make records and transcripts from such records. Such records shall be
maintained for a period of three (3) years following completion of the services
hereunder, and the City shall have access to such records in the event any audit is
required.
6.3 Ownership of Documents. All drawings, specifications, reports,
records, documents and other materials prepared by Contractor, its employees,
subcontractors and agents in the performance of this Agreement shall be the property of
City and shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, and Contractor shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full
rights of ownership of the documents and materials hereunder. Any use of such
completed documents for other projects and/or use of uncompleted documents without
specific written authorization by the Contractor will be at the City's sole risk and without
liability to Contractor, and the City shall indemnify the Contractor for all damages
resulting therefrom. Contractor may retain copies of such documents for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein. All
subcontractors shall provide for assignment to City of any documents or materials
prepared by them, and in the event Contractor fails to secure such assignment,
Contractor shall indemnify City for all damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports,
records, documents and other materials prepared by Contractor in the performance of
services under this Agreement shall not be released publicly without the prior written
approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted
both as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising out of
or in relation to this Agreement shall be instituted in the Superior Court of the County of
Riverside, State of California, or any other appropriate court in such county, and
Contractor covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement,
the injured party shall notify the injuring party in writing of its contentions by submitting a
claim therefor. The injured party shall continue performing its obligations hereunder so
long as the injuring party commences to cure such default within ten (10) days of
service of such notice and completes the cure of such default within forty-five (45) days
after service of the notice, or such longer period as may be permitted by the injured
party; provided that if the default is an immediate danger to the health, safety and
general welfare, such immediate action may be necessary. Compliance with the
provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver
of any party's right to take legal action in the event that the dispute is not cured,
provided that nothing herein shall limit City's or the Contractor's right to terminate this
Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct
from any amount payable to Contractor (whether or not arising out of this Agreement) (i)
any amounts the payment of which may be in dispute hereunder or which are necessary
to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii)
all amounts for which City may be liable to third parties, by reason of Contractor's acts
or omissions in performing or failing to perform Contractor's obligation under this
Agreement. In the event that any claim is made by a third party, the amount or validity
of which is disputed by Contractor, or any indebtedness shall exist which shall appear to
be the basis for a claim of lien, City may withhold from any payment due, without liability
for interest because of such withholding, an amount sufficient to cover such claim. The
failure of City to exercise such right to deduct or to withhold shall not, however, affect
the obligations of the Contractor to insure, indemnify, and protect City as elsewhere
provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or
remedy by a nondefaulting party on any default shall impair such right or remedy or be
construed as a waiver. A party's consent to or approval of any act by the other party
requiring the party's consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any subsequent act. Any
waiver by either party of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights
and remedies expressly declared to be exclusive in this Agreement, the rights and
remedies of the parties are cumulative and the exercise by either party of one or more
of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, in law or in equity, to cure, correct or remedy any default, to
recover damages for any default, to compel specific performance of this Agreement, to
obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the
purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages
for any delay in performance of this Agreement would be extremely difficult or
impractical to determine in the event of a breach of this Agreement, the Contractor and
its sureties shall be liable for and shall pay to the City the sum of_zero ($0.00)
dollars_ 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 sixty (60) days' written notice to City, except that where
termination is due to the fault of the City, the period of notice may be such shorter time
as the Contractor may determine. Upon receipt of any notice of termination, Contractor
shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. 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 (Exhibit "C") or such as may be approved by the Contract Officer,
except as provided in Section 7.3. In the event of termination without cause pursuant to
this Section, the terminating party need not provide 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 setoff 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, THE CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs,
California 92263, and in the case of the Contractor, to the person at the address
designated on the execution page of this Agreement. Either party may change its
address by notifying the other party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72) hours
from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements
and understandings, if any, between the parties, and none shall be used to interpret this
Agreement. This Agreement may be amended at any time by the mutual consent of the
parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by a valid judgment or decree, of a court of competent
jurisdiction, such invalidity or unenforceability shall not effect 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.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above.
ATTEST: THE CITY OF PALM SPRINGS,
a municipal corporation
BF - By. s—,/
City Clerk City Manager
APPROVED AS TO FORM:
City Atto,n
CON] RA TOR:,'
By: 1
�p ignatureL 6 )
Print Name & Title
Corporations require two signatures' C '"
One from each of the following
A. Chairman of Board,, President,
any Vice President: AND B. Secretary,
Assistant Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer). By.
r_Signature
Print Name & Title
ATTACHMENTS:
EXHIBIT "A" SCOPE OF SERVICES
EXHIBIT "B" SPECIAL REQUIREMENTS
EXHIBIT "C" SCHEDULE OF COMPENSATION
EXHIBIT "D" SCHEDULE OF PERFORMANCE
Contract
Budget Resolution
6=�rJ';r:1;�Ji'�!''iau,;J
CALIFORNIA
A�31
ALL-PURPOSE "I',-
1�
ACKNOWLEDGEMENT
STATE OF CALIFORNLk
COUNTY OF -e--
On before me, ez:'l
DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC'
personally appeared, C—, V CC 1-to
personally known to me(or 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 authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s),orthe entity upon behalf of which the person(s)acted,
executed the instrument.
CHM
WITNESS my hand and official seal. Cmird
NOWFFAft CANUMb
warps COU*
ILM
NOTARY PUBLIC SIGNATURE 4
OPTIONAL INFORMATION
Nl I
TITLE OR TYPE OF DOCUMENT
DATE OF DOCUMENT NUMBER OF PAGES
SIGNER(S)OTHER THAN NAMED ABOVE
•
�� �
i,:;. � + 't.'
{K,,,,, ., .,,M �dT Aj'�l4,S� ��
EXHIBIT "A"
SCOPE OF SERVICES
Contractor agrees to collect and legally dispose of or recycle all computer and related
electronic equipment acquired during a special Computer Recycling Collection Event being held
November 17, 2001.
Contractor to remain on premises until event closes this date.
Contractor shall provide to the City of Palm Springs within 30 days a report outlining the
following:
Number of computer monitors
Number of other CRTs
Number of computer CPUs
Total number of pounds by material type
Locality (City or zip code) of participants
"Exhibit A"
SCOPE OF SERVICES
EXHIBIT "C"
SCHEDULE OF COMPENSATION
City to pay $8 . 00 per Computer monitor (containing CRT)
collected, $24 . 00 per console television set and $12 . 00 per non-
console television set. City to pay $250 per truck required to haul ,
items away.
Total compensation not to exceed $10, 000 .
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
The final tally of amount collected and total amount due
contractor shall be submitted to City no later than two weeks
subsequent to event .
"Exhibit D"
SCHEDULE OF PERFORMANCE
' �- I - ' DATE(MM/DPNV)
ACORD,M ! CERTIFICA' OF LIABILITY 11 INSURA ,CE oTo U/DP/Y
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ISU Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Vicencia &Buckley Agency ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P O Box 4919 COMPANIES AFFORDING COVERAGE
Cerritos, CA 90703-4919 COMPANY
A Golden Eagle Insurance Corp.
INSURED COMPANY
Silicon Salvage Inc. B Everest National Ins. Co.
1500 N.Dale Street
COMPANY
Anaheim, CA 92801 C
COMPANY
05 D
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW H
. ... .
NCAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICYY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
POLICYEFFECTIVE POLICY EXPIRATION _ _ _
- -GO - - TYPE OF INSURANCE - - ---FOLIC`,=HUNGER -- '— _DATE(KkWDD/YV) DATE(MM/OG/YY) -- - -LIMITS - -- -
A GENERAL LIABILITY CBP9544814 12/15/01 12/15/02 GENERAL AGGREGATE $ 2,000,000
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP ASS $ 1000000
CLAIMS MADE Ik OCCUR PERSONAL&ADV INJURY $ 1 O00 000
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000
FIRE DAMAGE(Any one fire) $ 100,000
MEP ESP(Any one person) $ 5,000
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
X ANY AUTO
CBP9544814 12/15/Ol 12/15/02
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) $
X HIRED AUTOS
BODILY INJURY $
X NON-OWNED AUTOS (Peracatlenl)
PROPERTY DAMAGE $
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO OTHER THAN AUTO ONLY
EACH ACCIDENT $
AGGREGATE $
EXCESS LIABILITY EACH OCCURRENCE $
UMBRELLA FORM AGGREGATE $
OTHER THAN UMBRELLA FORM $
WORKERS COMPENSATION AND X WCS ATTS OER
B EMPLovERs uaBlury 3900013734011 04/01/01 04/01/02
EL EACH ACCIDENT $ 1 000 000
THEPROPRI ETOR/ INCL EL DISEASE-POLICY LIMIT $ 1too 000
PAR TNERSIEXECUTIVE
OFFICERS ARE' EXCL EL DISEASE-EA EMPLOYEE $ 1000000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS
Certificate holder is named additional insured where required by contract.
CERTIFICATE HOLDER - .. ; ANCELLgTiON.'1'cu DsymNgtice,for Non-Payment of l?reuiiUiu
. ., C
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Palm Springs,CA EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
3200 Tahquitz Canyon Way 30 PAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
Palm.Springs, CA 92262 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY Kli� UP T GTQMPANY, ITS AGE --OR a RESENTATIVES.
AUTED PEPRE E TAT�IME " - s
ACORD 25-S(1195) D.CORPORATION 1988