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HomeMy WebLinkAbout04229 - MOSLER AIRPORT ACCESS CONTROL MO 6625 vA�M s City of Palm Springs Office of the City Clerk (760) 323-8204 MEMORANDUM C xt- 1 FOUL Date: August 11, 2003 To: Airport—Janet Buck From: City Clerk AGREEMENT#4229 — Mosler—Access Control Maintenance Please let us know the status of the above agreement, and if it may be closed. Termination Date of Agreement: Terminated by City 01-25-02 STATUS: COMPLETED: REMAIN OPEN UNTIL: Date & Initials CLOSE AGR �Siggature PLEASE RETURN TO THE OFFICE OF THE CITY CLERK c-clk\fomts.std\agr-clse.mem Mosler, Inc. Airport Access Control AGREEMENT#4229 M06625, 6-7-00 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR AIRPORT ACCESS CONTROL MAINTENANCE THIS CONTRACT SERVICES AGREEMENT(herein"Agreement"),is made and entered into this 7th day of June, 2000, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and MOSLER, INC, (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit"A"and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase"highest professional standards"shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to F521270I099999-0000121GOG9420/141N 1 N1WevdPodeel greamenln%SACS_2000-2003 Agreementmpd investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Bath 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 apart 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$63,286 forthe first year of the agreement(see EXHIBIT"C") (herein"Contract Sum"), except as provided in Section 1.8. The method of compensation may include' (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods F5272761099999�000121EM8425114M 2 N\WOrdPoriot(%grPamOnts SACS_2000-2003AOleomontw d 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. 22 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the"Schedule of Performance"attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s)specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maleure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, howevercaused,Contractor's sole remedy being extension oftheAgreement 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. FS=7&099999300=16MM 26114196 3 N\Wordfodeo%Agroamorns\SACS_2000-2003 Aqranmontw d 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: FRED J. RUSSO BRANCH INSTALLATION/SERVICE MANAGER 1000 E. HOWELL AVENUE, SUITE A ANAHEIM, CA 92805-6406 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 sufficienttime 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 personas maybe 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 A ainst 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 F52276NS999930000000842611W8 4 N Agroomwt pd 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. 4A 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. The policy of insurance shall be in an amount not less than either (i) a combined single limit of$1,000,000 for bodily injury, death and property damage or (ii) bodily injury limits of $500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and property damage limits of $500,000 per occurrence. If the Contract Sum is greater than $100,000, the policy of insurance shall be in an amount not less than $5,000,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c)Automotive Insurance.A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either(i) bodily injury liability limits of $500,000 per person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and $500,000 in the aggregate or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as FSW76/099999-300012160 8426/141N 5 N\WordPorfo.tUgnmomonislSAC5_240o-2o03 Agreement w d 0 an additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance.The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled,the Contractor shall, priorto 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. All certificates shall name the City as additional insured (providing the appropriate endorsement), be signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice. "CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible forthe 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. 52 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, orarising from the negligent acts oromissions of Contractor hereunder, orarising 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 F52f279)099999.3DMn160694261141M 6 N lWerdPoITseLNgreemenls\SACS_2000,2003 Agra...nt w d 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 City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Rom. 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 forthe project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.The Contract Officer shall have FSV2761099999.0001216066426114196 7 N\WordPorfocPA9raomontsl AC5_2000-2003 Aqroomont�d 0 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 7.6. 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, FSMM099909-300012160689.26114186 8 N1WcrdPeRadl greemenMSAC5_9000-2003 Agmamcnl�d costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($NONE) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 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. 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 F52f27G1099999.=1216MS4261149 9 N\WordPerfectvpreomenlel5AC5_2009-2000 Agreement wpd such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation.The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry- F522761099999.3000216066526114196 10 N%WordPer(oo'AgmomonlaSAC$_2000-2003 Agreement wpd 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation.The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Inte ration Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases,sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. F52/2761099999-200012160894 2 V141% 11 WftrdPadcougreemenls\SACS_2ooa-2003 Agmamont pd 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. APPROVb By '! CITY OF PALM SPRINGS, r"COUMCI� a municipal corporation ���'� City Manager �� (Check one: _ Individual _Partnership Corporation) CONTRACTOR: //JJ. C ;y} r ✓ Signature City Merk GLiz�ficria (7F:r.,�v S�: ur cl-&P€0-U;So,^,- Print Name &Title APPROVED AS TO FORM: Signature �—_-S. p� � wA Print Name &Title y Attorn (NOTARIZED) Mailing Address Iwo 'g (END OF SIGNATURES) N pl1BLIC -- - - (Corporations require two signatures: One from each of the following:A.Chairman of Board,President,any Vice President. AND 9, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer,or Chief Financial Officer) Nofanr FLbllc— \�, . Orcr •d Co, (NOTARIZED) F321271099999.30001216066426114196 12 N1WordPadoctWAgrocmonts�SAC5_2000.2003 Agreement wp4 i • EXHIBIT "A" SCOPE OF SERVICES Maintenance Responsibility The Contractor shall furnish all labor, phone support and materials necessary to perform the operations, inspections, preventative and corrective maintenance and replacementof partsthatare required to maintain the Security Access Control System (SACS) for the City of Palm Springs, Department of Aviation (AIRPORT) in satisfactory working condition. Scheduled preventative maintenance and services shall include inspecting, testing, cleaning, adjusting, repairs, replacement parts and scheduled overhauls as required during the length of this service agreement. Unscheduled maintenance shall include the inspections, tests and troubleshooting as required to determine the extent of equipment failure and the repair required to correct the malfunction. An equipment failure is defined as the inability of the individual components, software and firmware, subassemblies or major portions of the system to perform their specified functions, unless caused by abusive practices or environmental conditions beyond the control of the Contractor. It is understood by both parties that the system was designed and constructed to withstand the desert heat and sand conditions. All work shall take place at the Palm Springs International Airport, 3400 E Tahquitz Canyon Way, Palm Springs, CA 92262.The Palm Springs International Airport is owned and operated by the City of Palm Springs, Department of Aviation (AIRPORT). Maintenance Records The Contractor shall maintain all records of maintenance activities performed during the term of this contract. The Contractor shall maintain the history of maintenance and repair activity and duration, cause and corrective action taken due to failure of any item of the system equipment. All maintenance records shall be reviewed by the Contractor and the Contract Officer at the conclusion of each year of the agreement. Contractor shall provide documentation of all system hardware and software changes, including As-Built drawings in a format to match the original system documentation. Spare Parts The Contractor shall demonstrate the availability of adequate parts and service facilities in the Southern California area to properly service all aspects of the system. Software Maintenance The Contractor shall furnish all troubleshooting,testing and programming required to maintain the systems software. EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT MJ27UD99999.800012160 842&14196 13 N1WordPodaoA4groumentsISAC5_2000-2003 AOroomonty d System Expansion The Contractor shall complete system expansions as requested by the AIRPORT. Costs shall be as defined in EXHIBIT "C". Maintenance Hours The Contractor shall provide basic maintenance service during the hours of 8:00 a.m.to 5:00 p.m., local time Monday through Friday, excluding holidays. Basic maintenance service shall include all service outlined in this 'Scope of Services' including necessary telephone support. Outside of the basic maintenance hours, the Contractor shall provide telephone support, as well as on-site maintenance response.This includes all hours otherthan 8:00 a.m.to 5:00 p.m., local time Monday through Friday, including holidays. Maintenance outside of the basic maintenance hours shall be compensated on an hourly basis as defined in EXHIBIT "C". System Description The SACS for the AIRPORT consists of two main parts: 1) the equipment at the access control points(doors, gates,etc.)and,2)the computer based command and control equipment(front-end)- This service agreement will help to maintain the equipment associated with these parts, as further identified within EXHIBIT "A". This agreement relies heavily on preventative maintenance inspections. The Contractor agrees to provide preventative maintenance inspections twice a year on all of the equipment covered by this agreement. During each inspection, the covered system components will be throughly tested and repaired as necessary. A typical inspection shall cover: I. Access Control Points a) Priorto testing the control points,the technician will coordinate with the Contract Officer so that access control information can be captured during the inspection for review and saved as documentation of the inspection. b) Card Reader 1. Ensure the reader is securely mounted. 2. Activate and reset the tamper switch, (if available). 3. Clean the reader, as appropriate. 4. Verify proper operation of the card reader t_ED's. 5. Test keypad operation and all buttons on keypad. c) Access Control Interface 1. Ensure the interface and enclosure are securely mounted. 2. Activate and reset the tamper switch, (if available). 3. Measure the input voltage(s) and verity it is within specified limits. EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT FS=76/099999-3000121GO 26/14196 14 N lwerdPeneclwgreementslSACS 2oa -2003 Aoroamontw d ! i 4. Test backup battery and replace, if needed. 5. Check all wires for any wear or loose strands. d) Miscellaneous Control Devices (door contacts, exit devices, alarm points, etc.) 1. Ensure the device is securely mounted. 2. Activate all devices and ensure operation. 3. Check all wiring for wear and proper connection. 4. Clean and adjust as necessary. 5. Review inspection results and correct as necessary. 6. Verify, at a minimum the following access parameters: a. Access Granted (Valid Access, Duress Access) b. Access Denied (Invalid Reader, Invalid Reader, Invalid Status Level, etc.). c. Door Forced Entry. d. Door Held Open. e. Strike time is adequate. f. Shunt time is adequate. 7. Ensure any otherdevices(sounders, etc.)activated by the system are functioning. e) Verify the above events were stored and that the storage device has adequate storage space left. f) Communicate any problems or issues with the Contract Officer and provide device training, as needed. II. Computer Systems and Support Equipment a) Priorto inspecting the computer control system,the technician shall coordinate with the Contract Officer to assure that proper data and application backups have been done regularly according to a set schedule. These backups should be stored safely and securely, as well as labeled properly. It is recommended that the most recent full system backup should be less than one (1) week old, with no system changes made since that time. 1. The AIRPORT is responsible for conducting all backup procedures as well as obtaining the necessary backup devices (tapes, CD's, etc.). b) Server/Host and ID Badging Computer 1. Verify that proper system and data backups are being performed and that a data backup exists for the previous 24 hours before beginning the inspection. 2. Review system logs for any abnormalities and correct. 3. Interview the Contract Officer for any unreported problems- 4. Perform general computer maintenance (see below). EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT FS2f27G10999993000f21806U 26/14196 16 N1WordFertect Aoreemenls15AC5_2000-2000 Agmemenl.w d c) General Computer Maintenance 1. Verify that current backups exist for all software on each computer before beginning inspection. 2. Review/copy all CMOS settings prior to any service and compare with previous copy. 3. Air-dust all internal parts; check that all cards, memory and connectors are fully seated. 4. Clean tape and floppy heads using appropriate cleaning kit- 5- Clean mouse using cleaning kit, as applicable. 6. Clean chassis, CRT screen, and keyboard using suitable cleaning agent and materials. 7. Replace internal batteries and reset clock, as necessary. 8. Visually inspect and assure connection of all external power and data cables. 9. Perform system checks and diagnostics depending on Operating System. 10, Have operator operate all applications, as appropriate and sample for overall functionality. 11. If there are printers connected, verify each printer is working properly and Clean. d) Communicate any problems or issues with the Contract Officer and provide device training as needed. III. Identified Equipment a) Certain portions of the identified equipment are covered under installation warranties and are not part of the pricing/coverage for the first year (07101/2000 - 06/30/2001). DESCRIPTION QUAN77TY UANTI QUAN77TY 07/01/2000- 07/01/2001- 07/01/2002- 06/30/2001 0613012002 0613012003 SentrolVIDevice Equipment Balanced Magnetic Switch (BMS) 59 59 59 Duress Button 6 6 6 Roll-Up Door Switch 7 7 7 Gate BMS 1 2 2 Door BMS 17 17 Fence Bracket for Gate Magnet 2 2 2 Passive Infrared Detector(PIR) 7 7 7 LINX© Equipment Door/Gate (DIP/GIP)Interface Panel 46 59 59 EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT F82/2781099929.300012180894261141M 16 N.\WoldPenect4greemonlsQACS_2000,2003 Agreement wpd DESCRIPTION QUANTITY UAIVrt QUANTITY 07101/2000- 07/01/2001- 07/01/2002- 06/30/2001 0613012002 0613012003 SmartRAM 7 10 10 SmartMUX II (RS232) 1 5 5 SmartMUX III (RS232/422) 9 9 9 IRMU Transformer Power Supply 7 10 10 LINXO Software LINXWARE LINX Xtreme Ver 7.0.22.P 1 1 Paging System Interface 1 1 CCTV Host Interface 1 1 Computer Equipment DELL@ Host Computer P6266/450 Mhz 1 1 Tape Drive 1 1 Monitor 1 1 MAX Speed Stations 2 2 DELL Paging Computer P8/450 Mhz 1 1 Indala® Equipment Proximity Card Reader 16 20 20 Proximity Card Reader+ Keypad 48 64 64 Fiber Optic Equipment 17 Channel Card Cage 3 6 6 Power Supply for 517R 2 4 4 Fiber Optic Video Reciver 7 17 17 Fiber Optic Receiver, Bi-Directional 18 25 25 Fiber Optic Transceiver, RS232 18 25 25 Fiber Optic Transceiver, Miniature 7 17 17 K&A@!Video Badging System Stand-Alone Badging System 1 1 Nisca@ ID Card Printer 1 1 EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT F52r M09909"00006068426114166 17 N1WcrdPerfoctWgrocmcr,t--1$AC5_2000-2003 Agreement wpd I DESCRIPTION QUANTITY UANTI QUAN71 07/01/2000- 0710112001- 07/01/2002- 06/30/2001 0613012002 0613012003 SCO Open DeskTop Software 1 1 Ethernet II LAN Software 1 1 3Com® Ethernet Cards 3 3 Video Labs Flex Camera 1 1 Video Board Flash Point 1 1 Adapted SCSI Controller 1 1 CCTV Video System Audio/Visual Device (sounder) 4 12 12 Altronix@ Equipment High Current Power Supply 46 51 51 T28140 Transformer 46 46 46 Pelco® Equipment Coaxitron Matrix II CPU 1 1 Matrix Input Card, 8 Cameras 7 7 7 Matrix Monitor Output Card 4 4 4 Matrix Alarm Input Card 1 1 1 Matrix Keypad Control, Desk 1 1 1 Coaxitron Receiver, 24VAC P/T 18 18 18 Wall Mount Enclosure, Fixed 3 3 3 CCD Environmental Enclosure 8 10 10 Blower Kit for EI-14600, 117V 8 a 8 Sun Shroud for EH4500 7 7 7 Pan/Tilt Outdoor, 24VAC 6 5 6 Pan/Tilt Adapter for WM2000 4 4 4 Enclosure, CCD Drop Ceiling 1 1 1 Dome, Drop Ceiling w/Pan-Tilt 4 6 6 Environmental Dome, 14"w/Pan-Tilt 9 11 11 EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT F$Y2]fi1099999.9000/216W6926N456 18 N'1WcrdParfodUgroomenls%$AGS.2 0 -2003 A9momom.w d DESCRIPTION QUANTITY UAN QUANrlTY 07/01/2000- 0710112001- 07/01/2002- 06/30/2001 0613012002 0613012003 Corner Mount Adapter, WM2000 5 13 13 Sun Shroud for EH66 4 4 4 Pedestal Mount 10" 2 2 2 Motorized Zoom W/A1 11-110mm 9 9 9 Zoom Lens 15-180mm, F1.9 W/A1 1 1 1 Motorized Zoom W/A1 16-160mm 1 8 8 Motorized Zoom W/A1 12.5-75mm 5 5 5 Lens, Autoiris 25mm, F1.3 3 3 3 Lens, Autoiris 16mm, F1.3 3 3 3 Lens, 25mm Fixed Iris 3 13 13 Distribution Amp 2 2 2 Coaxitron to RS232 Convertor 1 1 1 Pale Adapter 2 2 2 25' Pre-Tested Cable for SB2500 4 4 4 25' Pre-Tested Cable for PT680-24P 6 6 6 Rack Mount for TM9CV 4 5 5 Rack Kit for TM14000CV 4 5 5 Switcher, 4 Pos Sequence w/Alarm 1 1 1 Enclosure, LEGACY 5 5 Fan Unit 2 2 Back Box, 14" Pend Indr Steel 10v 2 2 Receiver/Driver 7 7 Southwest Microwave® 802BMS-Microwave Link Set 1 1 1 310E PIDS Microwave Set 1 1 1 300B PIDS Microwave Set 1 1 1 EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT F5227610999993000216M6 26114M 19 N1WordPodociw.groomanlsl Aas„2000-2003 A9raomanl w d DESCRIPTION QUAN77 QUANTITY UANTITY 07/01/2000- 0710112001- 07/01/2002- 06/30/2001 0613012002 0613012003 JVC0/A121 Equipment Color Monitor, 9" 310 Line Resolution 10 16 16 Color Monitor, 20" 500 Line Resolution 2 2 2 Color Monitor, 14"450 Line Resolution 1 1 1 GYYRn¢ Time Lapse Recorder 2 2 2 EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT FSM761099999.000121666426114196 20 N.\WordPeOec11A0roomonl.\SACS_2000.2W3 Agreement.wpd EXHIBIT "B° SPECIAL REQUIREMENTS The Contractor will offer instruction and training to AIRPORT personnel on proper device operation at the time of preventative maintenance inspections- This agreement does not cover repair of inter-connecting wires or cables. This agreementdoes not coverdiagnosis and/orrepairof problems related to inter-connecting wire, telephone lines, dial-up network lines, fiber optic lines and any associated charges. The AIRPORT is responsible for conducting all backup procedures aS well as obtaining the necessary backup devices (tapes, CD's, etc.). The Performance Bond is not required by this agreement. EXHIBIT"A" TO CONTRACT SERVICES AGREEMENT pSM761090999-3oo0216ceu G11419C 21 N\WoWparegnA@roomonts\SACS_2000-2003 Agreement wpd 0 EXHIBIT "C" SCHEDULE. OF COMPENSATION The term of this agreement if for three(3)years and shall be provided at the following annual rates. All prices include any Federal, state or local taxes. Year Amount 2000/2001 (July 1, 2000 through June 30, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . $63,286.00 2001/2002 (July 1, 2001 through June 30, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . $93,257.00 2002/2003 (July 1, 2002 through June 30, 2003 . . . . . . . . . . . . . . . . . . . . to be negotiated* *Year three (3) of the agreement shall be adjusted by the lessor of: a) 3% or. b) the change in the Consumer Price Index(CPI), Los Angeles/Anaheim/Riverside,California area, all items, all urban consumers. Index 1982- 1984 = 100. Index calculated from May to May of each year. All prices include Federal, state or local taxes. Basic service shall be billed in two (2) equal semi-annual installments during each service year. Additional service outside of the Monday through Friday, 8:00 a-m. to 5.00 p.m., except holidays shall be billed at an hourly rate of: Telephone Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $97.00/hour Actual Maintenance Trip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $127.00/hour All parts are included in the above prices for normal failure, whether installed under basic or after hours service. System expansion projects shall be completed as requested by the AIRPORT and compensated as follows, Design . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $97-00/hour Installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $97.00/hour per person Special equipment required forexpansion and/or maintenance of the system(Le., manlifts,forklifts, etc.) will be provided by the AIRPORT at no cost to the contractor. If the AIRPORT requests that the Contractor provide such equipment, the Contractor shall do so at rental cost plus 10%. EXHIBIT"C" TO CONTRACT SERVICES AGREEMENT F52/216/0999993000/21606BA 2&14196 22 N 1WcrdPo fooMgro.m..[•\SACS_2000-2003 AOmomoni w d EXHIBIT "D" SCHEDULE OF PERFORMANCE The Contractorshall provide service to the AIRPORT from it's Orange County office beginning with the term of this agreement until expiration, or upon termination. Response time during basic service hours (Monday through Friday, 8.00 a.m. to 5:00 p.m., excluding holidays): Technician on site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 hours Telephone Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 hour Response time outside of the basic service hours: Technician on site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 hours Telephone Support . . . . . . . . . . . . . . . . . . . . 1 hour Parts turn around (excluding computers) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 days Parts turn around for computers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 days EXHIBIT"D" TO CONTRACT SERVICES AGREEMENT FS2/27UO99999-3000I216066426114196 23 NMoMPedeWA9roomonts\ACS_2000-2003 AOloemonty d �ATE AZQ M CERTIFICAT40F LIABILITY INSURANL A 07/02/2001 06/23/20 PRODUCER THIS CERTIFICATE IS IMUED AS A MATTER OF INFORMATION LOCKTON COMPANIES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 444 W.47TH STREET,SUITE 900 HOLDER.THIS CERTIFICATE DOES NOT AMEND, OR (816)960.9000 KANSAS CITY MO 641 1 2-1 90 6 INSURERS AFFORDING COVERAff INSURED MOSLER,INC. IN5URERA: a "'fir 71 1003328 ATTN: MARY LYNN MAY INSURER B• �� I'�h^r 8509 Berk Blvd _ Hamilton OH 45015 INSURER U r� COVERAGES TCB THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTW IT�TANDING 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OPI SURANC POLICY NUMBER PaLI EFFECTI E POLIG EXPIRATIONnA LIMBS GENERAL LABILITY EACH OCCURRENCE S A COMMERCIALGENERALLIAB4m 541-025409 07/02/2000 07/02/2001 FIRE DAMAGE(Any on.firc 5 SOO Ono CLAIMS MADE ® OCCUR MEG R n on ersan PERSONAL B ADV INJURY S GENFRALAGGRFGATE GEN'LAGGREGATELIMITAPPLIESPER: PRODUOTS-COMP/CP AGG 5 POLICY PR6 OC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A ANYAUTO 138026790 07/02/2000 07/0212001 (EBe�pri1) 5 1,000,000 ALL OWNED ALTOS BODILY INJURY 5 ,�+ SCHEDULED AUT05 (Per person) HIRED AUTOS BODILY INJURY S NON-OWNED AUTOS (Par accidenq PROPERTY DAMAGE T �r (Peraccidenq GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANYAUTO 1VOTAPP1ICABLE OTHER THAN ACC AUTO ONLY: qOr T EXCESS LABILITY EACH OCCURRENCE S OCCUR CLAIMS MADE NOT APPLICABLE AGGREGATE S ❑UMBRELLA DEDUCTIBLE FORM RETENTION T S A WORKERS COMPENSATION AND 406-029171 (AOS) 07/02/2000 07/02/2001 WGSTATU OTH- EMPLOYERS'LIABILITY 406-029172(WI) 07/02/2000 07/02/2001 E L EACH ACCIDENT T E DISEASE-EA EMPLO S EL DISEASE-POLICY LIME T OTHER DESCRIPTION OF OPERATIONSILOWATIONSNEHICLrWEYCLUSIONS ADDED By ENDORSEMENT/SPECIAL PROV151ONS CERTIFICATE HOLDER IS ADDED AS AN ADDITIONAL INSURED BUT ONLY AS RESPECTS LIABILITY ARISING FROM THE TERMS&CONDITIONS SET FORTH IN THE NAMED INSURE-D'S CONTRACTUAL AGREEMENT WITH THE CERTROLDER FOR WORT:PERFORMED BY INSURED AT 708SITE THROUGHOUT THE UNITED STATES, CERTIFICATE O nON INSURED Su C 974105 CITY OF PALM SPRINGS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 3200 TAHQUITZ CANYON WAY DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL --30-- DAYS WRITTEN PALM SPRINGS CA 92263 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. 95 AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25S(7197) m ACORD CORPORATION 1988 A4CDJO.- CBRTIFICA - OF LIABILITY INSURAN DATE(mm/DDIYY) 09/B0 2001 06/25/2001 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION LOCKTON COMPANIES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 444 W.47TH STREET,SUITE 900 HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR (816)960.9000 ALTER THE 0yzRA_,GE AFFORDED P KANSAS CITY MO64112-1906 INSURERS AFFORDING COVERAGE INSURED MOSLER,INC a INSURERA 'k 1003328 ATTN' MARY LYNN MAY 8509 Berk Blvd INSURER B * lR nwill Hamilton OH 45015 NG IR R r O A s iU . B COVERAGES KR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATE• �T7TNITHSTA DI G ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE >�8c I OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DCSCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS ANp CON IFI SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS WSft POLICY FFf& VE POLICY EXPIRATION TYPE OFINSURANCB POLICY NUMBER pA fF MM ❑ A M LIMITS GENERAL LIABILITY EACH OCCURRENCE (1pf)��,DD. A COMMERCIAL GENERAL LIABILITY 541.025425-5 07/02/2001 09/30/2001 FIREDAMAGE Ar,o'n flra t �00 Ono CLAIMS MADE 11 OCCUR MED EXP(Any cne eafscn) —0,000 1] S. OLIISf,9C'TOR, PROT, PERSONAL a AOV INJURY S i non nor) GENERAL AGGREGATE GEN L ACCRECAY5 LIMIY APPLIES PER PRODUCTS-COMP/OP AGG 17 POLICY 7 PR I,OC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT y 1,000,000 A X ANY nurD 138026800-8 07/02/2001 09/30/2001 (G""'a°"q ALL OWNED AUTOS GO INJURY 5 xxxxxxx _ SCI-IZpULEp AUTOS (Parr per porson) HIRED AUTOS BODILY $ xxxxxXXNDN-OWNEDAU705 (Per sce'damt) PROPERTY DAMAGE $ xxxxxxx (Pcr ccidcrn) GARAGE LIABILITY AUTO ONLY-EAACCIDENT t yyyyyyx ANYAUTO NOT APPLICABLE OTHERTNAN EA ACC AUTO ONLY. AGG S EXCESS LIABILITY EACH OCCURRENCE s xxxxxxx OCCUR CLAIMS MADE NOT APPLICABLE AGGREGATE ❑UMBRELLA DEDUCTIBLE FORM RETENTION S g xxxxxxx A WORKERS COMPENSATION AND 406-029199-5(AOS) 07/02/2001 09/30/2001 1 WC STATU• OTH--mW EMPLOYERS,LIABILITY 406.029200-4(WI) 07/02/2001 09/30/2001 EL EACH ACCIDENT _ _ I --- - - -- --- --- - --El DISEASE-EA EMPLOYEE 5 DD EI DISEASE-POLICY LIMIT S OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS R,E AIRPORT SECURITY ACCESS CONTROL SYSTEM(SACS),A�814 CERTIFICATE HOLDER IS ADDED AS AN ADDITIONAL NSURED BUT ONLY AS RESPECTS LIABILITY ARISING FROM THE TERMS AND CONDITIONS SE-I-FORTH IN THE NAMED INSUREDS CONTRACTUAL AGREEMENT WITH THE CFRTfF(CATE HOLDER CERTIFICATE HOLDER ADDITIONAL INSURED-INSURERI.VnrFe, CANCELLATI N 971362 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF PALM SPRINGS DATE THEREOF,THE ISSUING INSURER WILL F14DSAr'a^'.4-MAIL 3Q DAYS WRITTEN CITY CLERK P.O.BOX 2743 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LBFT,-^•L'==-'L'P'�=,rpe^-;^..�-S.^,fSHAL-L PALM SPRINGS CA 92263.2743 IMPOSE-N0.-0DLIGAIION-0Rl'm;!' ;;iW(INp{JpgN-2HEINSURER,-ITS-AGGSLTS-OA REPRESGNSAIWE.S AUTHORIZED REPRESENTATIVE r ACORD 25-S(7197) oACORD CORPORATION V688 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the pohcy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. MARSH CERTIFICATE OF SURANCE CERTIFICATE NUMBER CLE-000751640-02 PRODUCER THIS CERTIFICATE IS ISSUED NW,MATTER OF INFORMATION ONLY AND CONFERS MARSH USA INC. (216)937-1515 NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 200 PUBLIC SQUARE POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE SUITE 1100 AFFORDED BY THE POLICIES DESCRIBED HEREIN. CLEVELAND,OH 44114 COMPANIES AFFORDING COVERAGE COMPANY FIELD A ZURICH AMERICAN INS.CO. INSURED COMPANY DIEBOLD INC. B ✓,� P O BOX 8230 r^ CANTON,OH 44711-8230 COMPANY �'''"' ¢ r.Jli}3 C AMERICAN ZURICH INSURANCE CO. COMPANY D COVERAGES This certificate supersedes and replaces any previously issued certificate for the policy period noted below. 2 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MMIDDNY) DATE IMMIDD/YYI A GENERAL LIABILITY IGLO930293501 03/01/03 03/01/04 X COMMERCIAL GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMPIOP AGG $ 2,000,000 CLAIMS MADE El OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) $ 100,000 MED EXP(Any oneperson) $ 5,000 A AUTOMOBILE LIABILITY BAP9302929 01 (ADS) 03/01/03 03/01/04 COMBINED SINGLE LIMIT $ 2,000,000 A X ANY AUTO BAP930293001 (VA) 03/01/03 03/01/04 A ALL OWNED AUTOS TAP9302931 01 (TX) 03/01/03 03/01/04 BODILY INJURY A BAP930293601 HI (Per person) $ SCHEDULED Auros ( ) 03/01/03 03/01/04 HIREDAUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ i PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE IS UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ G WORKERS COMPENSATION AND WC 9302933 01 03/01/03 03/01/04 X WC STATU- OTH- EMPLOYERS'LIABILITY TORV LIMITS GR C WC 930293401 _ 03/01/03 03/01/04 EL EACH ACCIDENT $ 1,000,000 A THE PROPRIETOW F INCL WC 930293701 03/01/03 03/01/04 EL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE EXCL EL DISEASE-EACH EMPLOYEEI$ 1,000,000 OTHER _F DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIAL ITEMS RE:MOSSLER, INC REFERENCE#4229,AIRPORT ACCESS CONTROL MAINTENANCE,MO 6625,44229 CERTIFICATE.HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL I DAYS WRITTEN NOTICE TO THE CITY OF PALM SPRINGS,CA CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR ATT:PATRICIA A. SANDERS OFFICE OF THE CITY CLERK LIABILITY OF ANY WIND UPON THE INSURER AFFORDING COVERAGE,ITS AGENTS OR REPRESENTATIVES,OR THE 3200 TAHQUITZ CANYON WAY ISSUER OF THIS CERTIFICATE PALM SPRINGS,CA 92262 MARSH USA INC �7 Br: JoanSirovlca 9 - d MM1(3102) VALID AS OF: 02/21/03