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HomeMy WebLinkAbout03891 - PRUDENTIAL OVERALL SUPPLY MO 6076 DOCUMENT TRACKING Page: 1 Report: One Document Detail October 2, 2007 Condition: Document NumberA3891, ,� Document# Description Approval Date Exp ation Date Closed Date A3891 Uniform Rental and Cleaning Services 01/07/1998 U�/.g=G L5 Company Name: Prudential Overall Supply Address: P.O. Box 11210, Santa Ana, CA 92711 Phone: (714) 250-4855 Group: FACILITIES Service: In File xRet: ENGINEERING Ins. Status: A policy has Expired. tiocu_ment Tracking Items: Due Completed Trackina Amount Amount Code Item Description, Date Date Date Added Paid Converted from Fastrack v6.15 data www www END OF REPORTwwwwww `� Prudential Overall Supply • Uniform Rental & Cleaning AGREEMENT #3891 M06076, 1-7-98 CITY OF PALM SPRINGS — - CONTRACT SERVICES AGREEMENT FOR UNIFORM RENTAL AND CLEANING SERVICES —} THIS CONTRACT SERVICES AGREEMENT(herein"Agreement"),is made and entered into this )` ^— day of rJ w avw 1993,by and between the CITY OF PALM SPRINGS,a municipal corporation, (herein- ny")and PRTUFNTIAL OVERALL SUPPLY, NORTH PALM SPRINGS, CA., (herein"Contractor"). (The tell 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 terns 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 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. F=761099999-30002160604 2 6/14/96 Rm. :01M/9 I 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i) the Contract Sum, and/or(ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B°shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement,the 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 seventy-five thousand dollars ($75,000.00) (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 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 Treasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(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 F=76M99999300 MW68426114196 Rwis d:OMOM 2 Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance"attached hereto as Exhibit "D",if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of Performance. 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: HERB WINTER, SERVICE CENTER MANAGER 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 FS22]6/099999-300021 W6 4.2 6/14/M RNsd.01201" 3 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 SubcontractingorAssignment. The experience,knowledge,capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of]Palm Springs and,if none are available, to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City 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. F=76N99999300021WW 2 6/141% Re.0 :0MOM 4 (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either(i)bodily injury liability limits of$500,000 per person and$1,000,000 per occurrence and property damage liability limits of$250,000 per occurrence and$500,000 in the aggregate or(ii)combined single limit liability of$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance,including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. 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 canceled before the expiration dated thereof, the issuing company shall mail advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that the provision, 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 perforn any tern, provision, covenant or condition of this F=76MWM-3000M1 M4 2 611419 R�i .0120M 5 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 terns 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 Director of Administrative Services or designee of the City ("Director of Administrative Services") due to unique circumstances. In the event the Director of Administrative Services 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 Director of Administrative Services; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Director of Administrative Services to the City Council of City within ten (10) days of receipt of notice from the: Director of Administrative Services. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the F=76N99999.20 alfflM4.26/14/96 Revised:01 W99 6 estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings,specifications, reports, records,documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of-this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed 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, F=76N99999-300021W0 .2 61141% RevuW:012l1N9 7 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 detennine 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 as ONE HUNDRED DOLLARS ($100.00) 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 Ex irp ation 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 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. F=6N99999-90W2l WA 261141M RevuN.OlaO B 8 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 Attomeys'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 shill 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 ithis Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. FS2276N99999-3000MS]6 26114/M RcsN:01 aOM 9 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 affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. 'The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: CITY OF PALM SPRINGS a municipal corporation City Clerk By: City Manager APPROVED AS TO FORM: CONTRACTOR: Ci�jttorney Name and Title Address: 24�Vk- ~y�`,"C01UNI�'B� 11- 3M Fb22]6N9]999-0 al606E4.2 6114/ RcvuW:01MM 10 EXIiIEIT "A" SCOPE OF SERVICES 1. Scope of Work: The Contractor shall furnish uniforms on a rental basis, uniform cleaning services and pickup/delivery services for all participating City:Divisions/locations listed at Paragraph No. 8 of this Exhibit "A", and any additional City Divisions/locations that the City from time to time may designate ("City Facilities ). The Contractor shall do any and all Work and furnish all management supervision,labor,materials;equipment,tools and appurtenances necessary for the performance and completion of this contract in a manner called for herein and to the satisfaction of the City. 2. Uniform Specifications: The Contractor shall understand and agree that each new uniform shall consist of the one (1) shirt and one{1) pairof trousers OR shorts, as described below. 2.1 Shirts: shall be regular style with short or long sleeves (City's option), two pockets with buttons, City's choice of solid color (white or various shades of blue). 2.2 Trousers: shall be City employees' choice of "jean," "straight" cut or flex pant with elastic gathers on two sides. Trousers shall be vat dyed and sanforized with zipper fly, double stitched seat seams, bar tacked at points of stress, hemmed, not cuffed, City's choice of color(s). 2.3 Patches: shall be dacron/cotton blend sanforized and embroidered of matching color. 2.4 Name and division emblems: shall be 11h" x 31h" and shall be sewn onto the uniform shirt above the pocket. A 4" round City seal emblem shall be sewn on the left shoulder. Employee names and divisions will be furnished to the Contractor within five (5) days of award of Contract. 2.5 Fabric: shall be the City's option of 65% dacron/35% cotton or 100% cotton. The City reserves the right to designate which employee shall be outfitted with which fabric on an individual basis. Divisions may have a portion of their employees in blends and a portion in 100% cotton. 2.6 Coveralls shall be City employee's choice of blend or 100% cotton: 3. Proper Fit: The Contractor must individually measure each City employee to assure the uniforms to be supplied will fit properly. Following initial delivery, each employee shall have an opportunity to secure adjustments to make certain his/her personal requirements are being meat. Contractor shall contact each employee within seven(7) days of initial delivery to check for proper fit. 4. Starting Inventory: The Contractor shall begin the Contract period by furnishing eleven (11) uniforms per employee which must consist of eleven(11)long or short sleeve shirts(whichever is appropriate as described herein) and eleven (11) pair of trousers or shorts. 5. Specifications for Uniform Rental and Cleaning Services: - 5.1 Pickup and Delivery: All garments are to be maintained in a clean condition, satisfactory to the City. The Contractor shall deliver laundered garments and pick-up dirty garments once a week from each location serviced. The Contractor shall launder and return clean the same number of garments turned in the F=6A199999-3000MWM4.2&1419 Review:0120198 II previous week. The City and the Contractor shall mutually agree upon which day(s) of the week the Contractor shall pick up and deliver the uniforms. 5.2 Pressing: All blend garments may be tunnel finished and all 100% cotton garments must be pressed. Following pressing, Contractor shall protect the uniforms from wrinkling during the storage and delivery process. The City may reject any uniforms delivered with wrinkles. 5.3 Continual Replacement: Contractor shall maintain garments with a constant good appearance. Garment-for-garment replacements shall be made by Contractor as garments become wom out or are damaged beyond repair. Each uniform shall be replaced when it becomes stained, torn and/or when there is a hole in the uniform. Worn garments shall be replaced at no cost to the City. Garments damaged beyond repair shall be replaced and the City shall pay the applicable damage charge, as set forth at Exhibit ,.C„ 5.4 Repairs: Contractor shall understand and agree that repairs which are made to a uniform must be neat, of professional quality, and can only be made to a uniform's seam. 5.5 Garment Control: At the time of garment pick-up and for each City Facility, Contractor shall prepare a complete list of garments picked up (detailed by individual). Prior to departure from each City Facility Contractor shall acquire on the garment list prepared the countersignature of the Facility's Contract Manager (or his designee) identified at Exhibit "A" Paragraph 10. The countersignature shall represent City's agreement as to the accuracy of the list. In order to facilitate comparison of the number of garments delivered to the prior week's list of garments picked up Contractor shall deliver garments on hangers separated by individual employees. 5.6 Repair Tags: Contractor shall supply each City location in the uniform program with service tags which may be affixed to any garment(s) requiring repair. Said tag must provide an opportunity for an employee to identify the nature of the required repair so that the item can be pulled for repair during the next processing cycle. Uniforms turned in tagged for repair shall be returned by Contractor repaired within the next delivery cycle or replaced with a substitute garment if the repair cannot be made to comply with the next delivery cycle. 5.7 Condition of Materials on Delivery: All uniforms shall be protected from precipitation and against other damage while in transit. The uniforms shall be in a dry, clean and serviceable condition upon delivery. If, upon unloading, uniforms are found damaged or otherwise unsuitable, they may be rejected by the City, at no cost to the City. If rejected, the respective Contract Manager will notify the Contractor and will forward an affidavit descriptive of all such damages to the Contractor. The uniforms will be reloaded onto the same carrier's truck for return to the Contractor or for other disposition as the Contractor sees fit. 5.8 New Employees: New employees shall be supplied with uniforms within seven (7) calendar days of written notification to the Contractor by the City and measurement of employee by the Contractor's representative. Such notification, including the name(s) of new employee(s), shall be given to the Contractor's Customer Service Representative (route man) at the time agreed upon for delivery/pickup at that location. The Contractor may supply used uniforms to new employees provided such uniforms are in good repair, are of proper fit, and conform to all other City specifications set forth in this Agreement. VMW6109999930002160684.2 6/141M R� .0120198 12 i • 5.9 Terminated Employees: The City shall provide Contractor with written notification of terminated employees. Such notification, including the name(s) of such terminated employee(s), shall be given to the Contractor's Customer Service Representative (route man) at the time agreed upon for delivery/pickup at that location. Rental charges shall cease:upon delivery of such notification. Concurrent with, or within seven(7)calendar days of, such notification of termination the City shall return the rental garments of the terminated employee. City will pay any lost or damaged charges on the returned garments in accordance with the provisions of this agreement. 6. Quantities: The City is obligated during the term of the Contract to rent needed uniforms from the Contractor, and the Contractor is obligated to supply the quantities which the City requires. The City reserves the right to increase or decrease the number of employees serviced, at the unit rental rates specified at Exhibit "C". 7. Delivery: The delivery of all uniforms associated with this Contract shall be F.O.B destination to any City Facility. g. Delivery and pick-up, City facility: The uniforms, as allocated, shall be delivered and picked up at the following City Facilities on a weekly basis: DEPARTMENT/DIVISION ADDRESS PHONE Aviation/Custodian/ 3400 Tahquitz Canyon Way Maintenance Palm Springs, CA 92262 (760) 323-8161 Airport Grounds Maintenance (760) 323-8283 P&R/Parks 425 No. Civic Drive Palm Springs, CA 92262 (760) 323-8283 DOT/Facilities Maint/ 425 No. Civic Drive Fleet Operations/Streets Palm Springs, CA 92262 (760) 323-8167 DOT/Survey Crew/ 425 No. Civic Drive Transport Palm Springs, CA 92262 (760) 323-8167 DOT/Wastewater 4375 Mesquite Ave. Collection/Plants Palm Springs, CA 92262 (760) 323-8166 9. Contract Administrator: This Contract will be administered by Bryant L. Francis,Transportation Coordinator, Palm Springs Regional Airport, 3400 East Tahquitz Canyon Way, P. O. Box 2743, Palm Springs, CA 92263(760) 323-8161. F51276ill9999 -3 21WM4 2 61141% RevsN:OI20/98 13 10. Contract Manager: This Contract will be performed under the direction and supervision of the following Contract Managers for their respective City Facility: CONTRACT MANAGER DEPARTMENT PHONE Barry Griffith Facilities Maintenance (760) 323-8167 Cliff Graham Wastewater Treatment/Collection (760) 323-8166 Tracy Lincoln Airport Operations (760) 323-8161 Scott Mikesell Parks/Recreation/Golf Course (760) 323-8282 Mike Kemp Fleet Operations (760) 323-8168 Tom Cartwright Streets (760) 322-8364 ex. 8733 Any reference to the Contract Manager in this Contract shall mean the respective and appropriate Contract Manager or his designated representative. 11. City Inspectors: City Inspectors (Contract Inspectors) are the Contract Managers and shall inspect all work done and all materials furnished. Such inspections may extend to all or any part of the work and to the preparation, furnishing or cleaning of the uniforms to be used. The Inspector is not authorized to revoke, alter or waive any requirements of this Contract, nor is he/she authorized to approve or accept any portion of the complete Project. He/she is authorized to call the attention of the Contractor to any failure of the work or Uniforms to conform to this Contract. He/she will have the authority to reject uniforms or to suspend the work until the questions at issue can be referred to and decided by the Contract Officer as set forth at Section 4.2 of this Agreement. 12. Lost Charge: The City understands and agrees that all rental garments remain the property of the Contractor; therefore, if a uniform is lost or stolen, a charge will be recovered by Contractor. Lost and stolen charges are to be charged at the unit prices identified in Exhibit C, Schedule of Compensation. The Contractor shall identify the employee responsible for any loss and identify the date said loss occurred. Notification to the City of any losses must be made by Contractor in a timely manner to provide an opportunity for the City to identify problem areas and to take corrective action. 13. Damage Charges: The Contractor shall accept all normal wear and tear free of charge. In the event that a garment is damaged in a situation other than normal wear and tear, the City understands and accepts the fact that a damage charge will be assessed. Damage charges are identified in Exhibit C, Schedule of Compensation. 14. Additional Charges: Charges identified in Exhibit C Schedule of Compensation shall be inclusive of any and all charges for rental,cleaning,delivery,pickup and any other service necessary for performance of this Agreement. No additional charges for uniform rental, cleaning, pickup and delivery will be honored by the City. 15. Correction of the Work: The Contractor shall promptly remove from the City Facilities all Work rejected by the respective Contract Manager for failure to comply with this Agreement, whether incorporated in the delivery or pickup count or not, and the Contractor shall promptly replace and re-execute the Work in accordance with the Contract and without additional expense to the City. If the Contractor does not take action to remove such rejected Work within ten (10) days after receipt of written notice, the respective Contract Manager may remove such Work, store the materials, and replace the rejected Work with another Contractor's Work and deduct charges therefor from monies due or to become due to the Contractor. V=76N99999-9W0CWM4.2 61141% RcvieW U120/98 14 16. Warranty: The Contractor shall expressly represent, warrant and agree that all uniforms for rental and/or cleaning services or Work provided or performed on or off City premises relative to this Contract will: A. Conform in all respects to the City's specifications, requirements or other descriptions; B. Be fit for the purpose or purposes of intended use; C. Conform to all applicable local, State, and Federal laws and regulations; D. Be of good quality,merchantable,of good workmanship,of materials best suited for the intended purposes, and free from defects of any kind or nature whatsoever. Additionally, any usage statement, guarantee, or warranty stated in the Contractor's Bid relating to uniform rental and cleaning services, or Work will be superseded by the terms and conditions stated herein or in their absence by the following: A. If said uniform rental and cleaning services or Work which is found to be defective in material, workmanship or design fails or is found to be nonconforming with the terns and conditions of this Agreement on any exchange date after the date of commencement of the Agreement, it shall, at the City's option, be repaired or replaced by the Contractor at absolutely no expense to the City. B. All items delivered or supplied hereunder will be free and clear of all liens, encumbrances, claims and security interests of whatever nature and substance. Upon request, the Contractor will supply the City with documents satisfactory to it, evidencing; the absence of such liens, encumbrances, claims and security interests. 17. Public Access: The Contractor shall at all times conduct the Work in such a manner so as to ensure the least obstruction to traffic practicable. The convenience of the general public and the City employees shall be provided for in an adequate and satisfactory manner. Fire:hydrants shall be kept accessible to fire apparatus at all times. 18. Parking: The Contractor's representatives may only park or leave their vehicle(s) in areas designated by the respective Contract Managers. 19. Uniform Disposition Upon Contract Expiration/Termination: Upon expiration of the Agreement term as provided under Section 3.4 of this Agreement, or termination of the Agreement, the City will not "buy-out" uniforms that are in service. All uniforms that are in service will be returned to the Contractor in an "as-is" condition, with no additional cost to the City for normal wear and tear. Upon return of garments the City will pay any lost or damaged charges that apply. 20. Samples: Contractor shall submit sample male and female uniforms, representative of the uniforms to be supplied under this Contract. These samples must be submitted within 14 calendar days after Notice of Award. All samples must be tagged with the Contract Number and the Contractor's name. The City may retain or destroy articles of the uniforms or the uniforms submitted as samples for the purpose of determining Contract compliance with specifications throughout the duration of the Contract by testing. The City will be free from any redress of claim on the part of the Contractor as a result of such actions. Upon notification by the City that a sample is available for return, it should be retrieved within 30 days or the City will not be responsible for the disposition of said sample. The Contractor shall submit for City approval male and female samples, where applicable, of the following items: One Shirt; One Pair of Trousers; One Pair of Shorts; One Coverall; One City Seal Emblem; One Name Emblem; and One Division Emblem. F=76N99999-300 a]M a4.26/149 ReLi d:0IMM 15 21. Inspection: The City reserves the right to tour the Contractor's plant and inspect Work in progress, receiving, holding, and shipping areas to insure to the City's satisfaction that Work is being performed in accordance with the City's Specifications. Such inspection(s) may take place prior to award of Contract or at any time during the Contract term. FMn76109999-M21ffl A .26114M Rev .0120M 16 EXHIBIT "B" SPECIAL REQUIREMENTS 1. Performance Bond: The requirement for a Performance Bond is hereby waived for this Contract. EXHIBIT 'B" F=6ffi 9 -30WR1W0 .2611419 TO CONTRACT SERVICES AGREEMENT Iteviui 10R0/9l 17 EXHIBIT "C" SCHEDULE OF COMPENSATION 1. Basis of Compensation: All compensation due for uniform rental and cleaning and delivery/pickup services shall be included in and assessed as a rental rate as provided herein. Such rental rates apply without interruption for all garments in service under this Agreement. 2. Rental Charges: Weekly uniform rental charges are assessed on half of the total inventory assigned by Contractor to City at all City Facilities combined. When the assigned inventory is an odd number of garments an initial "first delivery"charge will apply after which the weekly rental shall be for half the inventory assigned to City rounded down to the nearest whole number of garments/uniforms. The "first delivery charge" shall be assessed as the weekly rental for half of the assigned inventory rounded up to the nearest whole garment/uniform. Weekly rental rates per garment are as follows: Garment Description Prudential Weekly Rate Per Merchandise Code Garment Shirts 7842 $0.35 7833 $0.44 8040 $0.49 Pants/Shorts 6144 $0.39 7344 $0.39 7548 $0.39 7333 $0.50 Lab Coats 3835 $0.74 3235 $0.74 Coveralls 4044 $0.74 4019 $0.74 EXHIBIT "C" Fsa76N99999-m Mlffl6 .26114/96 TO CONTRACT SERVICES AGREEMENT Rev .1020/97 18 3. Lost or Damaged Charges: The following are the, charges that shall apply for lost or damaged garments: Garment Description Prudential Unit Charge Per Merchandise Code Garment Shirts 7842 $5.00 7833 $5.00 8040 $5.00 Pants/Shorts 6144 $8.00 7344 $8.00 7548 $8.00 7333 $8.00 Lab Coats 3835 $10.00 3235 $10.00 Coveralls 4044 $10.00 4019 $10.00 4. Setup and Preparation Charges: Setup Charges, for initial setup at contract $ 0.00 (No Charge) commencement EXHIBIT "C" F=76ffi 9 -woaMWW.26/14M TO CONTRACT SERVICES AGREEMENT Rcv =01W 19 DEC.04-00 MON 10:39 CITY c PALM SPRINGS FAX NO, 760q?95581 P, 01 Setup Charges, for new employees added during term of $ I I.00 per employee contract Preparation Charges, for exchanges in sire $ 0,75 Preparation Charges, for exchanges for style, such as $ 0.75 trousers for shorts, short sleeve for long sleeve, etc. 5. Miscellaneous Charges: At Contract Commencement (Initial After Contract Commencetnent Delivery) (During contract term) Name Patches $ 0,00 $ 1,00 Department,/Division Patches $ 0.00 $ 1-00 City Emblem Patches $ 0.00 Quoted price at time of delivery 11 6. Method or Payment: Invoices for uniform rental and associated cleaning services, detailed by individual, shall be delivered to each City Facility by the Contractor's Customer Service Representative(route man)at the time of uniform pick- up and delivery. After appropriate departmental review of invoice for correctness and approval for payment via signature, invoices will be forwarded for payment in the next City accounts payable cycle(The City pays bills bi-weekly. A schedule of payment dates is available upon request.) EXHIBIT "C" rsaa�c,oussss.woaaicocet.a oi�"rx TO CONTRACT SERVICES AGREEMENT 20 EXHIBIT "D" SCHEDULE OF PERFORMANCE 1. Term of Contract: The Work to be performed under this Contract shall be for a period of three(3) years from the date of the Notice of Award. At the sole discretion of the City, this Contract may be renewed for two (2) additional years or any portion thereof. If the City exercises its option to extend, the unit prices shall be adjusted (decreased or increased) at the beginning of any such renewal period to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U. S. Bureau of Labor Statistics for the Los Angeles, Anaheim and Riverside Areas. 2. Pickup and Delivery: The Contractor shall deliver laundered garments and pick-up dirty garments once a week from each location serviced. The Contractor shall launder and return clean the number of garments turned in the previous week. The City and the Contractor shall mutually agree upon which day(s) of the week the Contractor shall pick up and deliver the uniforms. Contractor will provide holiday pickup schedule change notice at least one (1) week in advance. 3. Repairs/Modifications: Uniforms turned in tagged for repair shall be returned repaired within the next delivery cycle or replaced with a substitute garment if the: repair cannot be made within three (3) additional days. 4. New Employees: New employees shall be supplied with uniforms within seven (7) calendar days of written notification to the Contractor by the City and measurement of employee by Contractor's representative. Such notification, including the name(s) of new employee(s), shall be given to the Contractors Customer Service Representative (route man) at the time agreed upon for delivery/pickup at that City Facility. 5. Extraordinary Sizes: The City recognizes that garments of XXL or other extraordinary sizes may not be available from Contractor's local inventory. When such garments are needed the Contractor shall strive to deliver them within the normal 7-day replacement/new delivery framework but the time allowed will be relaxed to fourteen (14) calendar days. 6. Work Hours: The normal hours of this Agreement will be established by each respective Contract Manager for his City Facility, unless otherwise authorized and changed by the Contract Manager in writing ("Work Schedule"). The Work's delivery and pickup must be scheduled on a regular basis in accordance with the submitted Work Schedule by the Contractor with at least one day's notice given in advance to the respective Contract Manager prior to the starting of any Work which deviates from the proposed Work Schedule. The Contractor will not be permitted to do any Work that requires the services of the City's Inspectors or _ supervisory personnel on days which are City-observed holidays or on Saturday or Sunday, unless such Work has ' been previously authorized and changed by the respective Contract Manager. EXHIBIT "D" TO CONTRACT SERVICES AGREEMENT 21 .............4.......... ......................... ............... .......... i*i� CERTIFICATE NUMBER. CE G E% FINSU 9317 ...........­1...... ........ .. PRODUCER THIS CERTIFICATE IS ISSUED AS MATTER OF INFORMATION ONLYAND CONFERS J&H Marsh & McLennan, Inc. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN 4695 MacArthur Court THE POLICY. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE Suite 700 COVERAGE AFFORDED BY THE POLICIES LISTED HEREIN. Newport Beach, CA 92660 COMPANIES AFFORDING COVERAGE COMPANY A FIREMAN'S FUND INSURANCE CO. LETTER INSURED COMPANY B AMERICAN IN CE CO Prudential Overall Supply LETTER P.O. Box 11210 Santa Ana, CA 92711 COMPANY LETTER C COMPANY D LETMR ............. THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION or ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES LISTED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION OMITS LTR DAM(MM/DD/M DATE(MM/DD/M GENERAL LIABILITY DXX 80696491 3/01/98 3/01/99 GENERAL AGGREGATE $ 2000000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP ASS $ 2000000 FICILAIMS MADEFXJOCCUR. PERSONAL&ADV INJURY $ 1000000 OWNER'S CONTRACTORS PROT. EACH OCCURRENCE $ 1000000 FIRE DAMAGE(Any one fire) $ 100000 MED.EXPENSE(Any one person) $ 10000 13 AUTOMOBILE UABILTY DXA 80177489 3/01/98 3/01/99 COMBINED SINGLE LIMIT $ 1000000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY(Per Person) $ SCHEDULED AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO AUTO ONLY-EA ACCIDENT $ OTHER THAN AUTO ONLY I ......................... EACH ACCIDENT $ AGGREGATE $ EXCESS LABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM WORKERS'COMPENSATION AND STATUTORY LIMITS .... EMPLOYERS LABILITY EACH ACCIDENT ... $ DISEASE-POLICY LIMIT Is DISEASE-EACH EMPLOYEE 1$ OTHER DESCRIPTION OF OPERATIONS/LDCATIONS/VEHICLES/SPECIAL ITEMS (SEE REVERSE AND/OR ATTACHED) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES LISTED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE City of Palm Springs THEREOF,THE INSURER AFFORDING COVERAGE WII_IL-FN0GUfC1I!1i MAIL 30 DAYSWRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE 3200 Tahquitz Canyon Way SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING Palm Springs, CA 92262 COVERAGE, ITS AGENTS OR5EPRESENTATIMES?OR THE ISSUER OF THIS CERTIFICATE. J&H MARSH&MCLENNAN ZIN ,�,PbRA7DV BY: I MIA I (a/95) vAuD,416p. 7/30/98 PAGE: 1 or 2 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE #9317 (CONTINUED) INSURED : Prudential Overall Supply HOLDER : City of Palm Springs 3200 Tahcjuitz Canyon Way Palm Springs, CA 92262 RE; AGREEMENT #3891 - CERTIFICATE HOLDER, ITS OFFICERS, EMPLOYEES & AGENTS ARE NAMED AS ADDITIONAL INSUREDS AS REQUIRED BY CONTRACT. THIS COVERAGE IS PRIMARY AND NON-CONTRIBUTORY. A WAIVER OF SUBROGATION APPLIES. PAGE: 12 OF 2