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HomeMy WebLinkAbout03816 - WACKENHUT JAIL SERVICES MO 5984 Page: 4 Report: Expired Contracts: Oldest Date= / / Summary September 17, 2003 Contract Number Description Approval Date Expiration Date Closed Date A3813 Servicing and Monitoring City-owned Fire&Security Systems 07/19/1997 07/01/2002 Contractor:O'Linn Executive Security Service j —= —-Insurance Status: A policy will expire soon. XREF: PODICE DEPARTMENT '-- Service: In File A3816 Palm Springs Police Department Jail Services 02G4�1999 07/01/2002 Contractor:Wackenhut Corporation �� psurance Status: Certificate and Policies are OK XREF: POLICE DEPARTMENT Service: in File A3827 Underground fuel storage tank design service J/ 07/16/1997 07/01/1998 Contractor:Tait&Associates vv Insurance Status: Certificate and Policies are OK XREF: ENGINEERING Service: In File A3 853 97-98 Subrecipient Agr C D B G 09/24/1997 09/01/1998 Contractor :P.S. Unified School District Insurance Status: Certificate and Policies are OK XREF: COMMUNITY& ECONOMIC DEVELOPMENT Service: In File A3854 97-98 Subrecipient Agr,Adult School 09/24/1997 09/01/1998 Contractor:P.S. Unified School District Insurance Status: Certificate and Policies are OK XREF: COMMUNITY& ECONOMIC DEVELOPMENT Service: In File A3871 ParkingTicket Processing Services 11/05/1997 11/01/2002 Contractor:Enforcement Technology Inc Insurance Status:A Policy will expire soon. XREF: PROCUREMENT Service: In File A3871-1 Expand Collection Services Amend#1 05/15/2002 03/01/2003 Contractor:Enforcement Technology, Inc. Insurance Status: XREF: PROCUREMENT Service: Incomplete/Missing The Wackenhut Corporation PS Police Dept. Jail Services • Amend #1 AGREEMENT #3816 M06342, 2-3-99 AMENDMENT TO CONTRACT SERVICES AGREEMENT FOR STAFFING- AT PALM SPRINGS POLICE DEPARTMENT JAIL �4 THIS AMENDMENT TO CONTRACT SERVICES AGREEMENT FOR STAFFING 7 AT PALM SPRINGS POLICE DEPARTMENT JAIL ("Amendment") is made this 4 day of%rAS°119918� by and between the CITY OF PALM SPRINGS, a California municipal corporation ("City"), and THE WACKENHUT CORPORATION, a Florida corporation ("Contractor"). RECITALS A. On July 15, 1997, City and Contractor entered into that certain Contract Services Agreement for Staffing at Palm Springs Police Department Jail ("Agreement") for the staffing and operation of the Palm Springs Police Department Jail. B. The parties wish to extend the term of the Agreement as provided herein. C. The parties further wish to amend the Contract Sum Section 2.0 and Exhibit "B" of the Agreement to increase compensation payable to Contractor by the amount provided herein. The parties hereto now desire to amend the Agreement upon the terms and conditions contained herein. COVENANTS NOW, THEREFORE, for fair and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto now amend the lease in the following particulars only: Section 2.1 of the Agreement shall be amended and replaced by the following section: 2.1 Contract Sum. (a) For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached to the Agreement as Exhibit "B" and incorporated herein by this reference. Contractor shall be entitled to an increase of two percent (2%) of the Contract Sum for the 1998 through 1999 year, beginning on July 15, 1998. The Contract Sum set forth therein shall be the maximum compensation payable to Contractor, except as provided in Section 1.10. The actual rates shall be determined pursuant to staff hours worked as set forth in the schedule at Exhibit "B", as increased by two percent (2%) for the year beginning on July 15, 1998, and any other year, as the City may increase pursuant to Section 2.3, during 627/014084-0001/3184111.2 a12/09/98 the Term of this Amendment. 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. The rates at Exhibit "B", as increased for the year beginning July 15, 1998, and as the City may increase pursuant to Section 2.3, shall be subject to the following conditions: (1) Overtime rates pursuant to Exhibit "B", as increased by two percent (2%) for the year beginning July 15, 1998, and as the City may increase pursuant to Section 2.3, apply to all additional hours of service when requested by City with less than 24 hours prior written notice, and in circumstances in which a security officer is required to stay on duty by causes beyond the control and without the fault or negligence of Contractor. Overtime work shall be performed only upon City's express authorization. (2) The rates at Exhibit "B", as increased by two percent (2%) pursuant to this Section 2.1 shall be effective as of July 15, 1998 through the entire Term of this Agreement, unless increased pursuant to Section 2.3. When the City requests extra services and approved overtime, the total estimated amount of contract set forth in this Section 2.1 shall be increased to reflect such additional costs. (b) Where the total amount billed in the monthly statements provided to City by Contractor is in excess of the Contract Sum for a given year, City, in addition to any other remedy available to it under this Agreement, retains the right to do the following: (1) Reduce the amount paid on the monthly invoices in an amount sufficient to assure that the total amount paid to Contractor for the given year is at or below the Contract Sum, except where the increase is the result of additional services provided pursuant to Section 1.10 in this Agreement; (2) Modify the hourly schedules to be worked by Contractor's staff to assure that the amount paid by City does not exceed the Contract Sum. Section 2.3 shall be added to the Agreement, and shall read as follows: 2.3 Increase of Contract Sum. On or before the beginning of each year of the Term of this Agreement, the City Council may, in its sole discretion, increase the Contract Sum by a total amount decided by the City, in its sole discretion, but in no event shall the increase in any given year be more than two percent (2%) of the total Contract Sum. Contractor expressly acknowledges and agrees that the City is under no obligation to increase the Contract Sum hereunder. I zrJ3 6271014084-0001/3184111.2 a12/09/98 -2- -'T (ID I.ZAY Section 5.1 of the Agreement shall be amended and replaced by the following section: 5.1 Term. Unless earlier terminated in accordance with Section 7.7 or 7.8 below, the term of this Agreement is for four (4) years beginning July 15, 1998, through July 15, 2002, at which time the term may be extended for a one (1) time two (2) year renewal, subject to the mutual agreement of the Contractor and City. Full Force and Effect. Except as specifically provided in this Amendment, all terms and conditions in the Lease shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first written above. "City" ATTEST: CITY OF PALM SPRINGS, a municipal corporation City`Clerk / / <<rf F Its: Ca-���- c: — �.— rtv%ey,� APPR VED AST FORM: City Attorney �- "Contractor" i y anag r THE WACKENHUT CORPORATION, a Florida corporation By. E� Sharon Cushnie Its: Director of Contracts Management 627/014084-0001/3184111.2 a12/09/98 -3- (e EXHIBIT "B" SCHEDULE OF STAFF HOURLY RATES ITEM BRIEF QUANTITY UNITS UNIT ESTIMATED No. DESCRIPTION OF PRICE ANNUAL SUPPLIES/SERVICE AMOUNT S 1 . Custom 296 52 . 13 $13 . 58 $209, 545 . 91 Protection hours weeks Officer, unarmed per week per yr. Detention Specialist Overtime/ 240 5 .43 1, 303 . 20 Holidays hours per year 2 . Post Commander 40 hours 52 . 13 14 . 40 30, 026 . 88 per week weeks per yr. Overtime/ 48 hours 5 . 76 276 . 48 Holidays 1per year TOTAL ESTIMATED AMOUNT OF CONTRACT $ 241, 152 . 47 Holiday rates will be billed on the following recognized holidays : New Year' s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day. 627/014084-0001/3089420.4 a03/13/98 The Wackenhut Corporation PS Police Dept. Jail Services • • AGREEMENT #3816 M05984, 6-25-97 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR STAFFING AT PALM SPRINGS POLICE DEPARTMENT JAIL THIS CONTRACT SERVICES AGREEMENT (herein "Agreement" ) is made and entered into and is effective this 15th day of July, 1997, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City" ) and THE WACKENHUT CORPORATION, a Florida corporation (herein "Contractor" ) . NOW, THEREFORE, 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. 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 City agrees it will not employ any person who has been employed by Contractor within one hundred twenty (120) days following the last date on which Contractor employed such person. Should this covenant be breached by the City, the parties herein mutually agree that in consideration of Contractor waiving enforcement thereof, City will assume all regular and legal employment obligations for damages or injuries cause wholly or partly by the acts and omission of former employees of Contractor while in City' s employ. 1 . 3 Should the City decide, in its sole discretion, with or without cause, to cease using the services of any employee of contractor, upon written or oral notice by City to Contractor, Contractor agrees to remove and substitute such employee for another qualified employee, without requiring prior notice or an explanation of cause for the requested substitution. 627/014084-0001/3089420.4 a03/13/98 1 . 4 Compliance With Law. All work and 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 of competent jurisdiction. Contractor warrants that its employees to provide the services pursuant to this Agreement shall be trained to comply with and in accordance to all City standards and guidelines as existing when this Agreement is executed and any and all standards and guidelines developed and instituted thereafter by City or the Chief of Police, whether developed and instituted formally or informally. 1 . 5 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 . 6 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 Eor 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 . 7 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. 1 . 8 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 627/014084-0001/3089420.4 a03/13/98 -2- City, except such losses or damages as may be caused by City' s own negligence . 1 . 9 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 . 10 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 (5e) of the Contract Sum or $25, 000 , whichever is less; or in the time to perform of up to one hundred eighty (1B0) 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 therefor. 2 . 0 COMPENSATION 2 . 1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this; reference, in the estimated maximum contract amount of two hundred thirty nine thousand five hundred seventy two dollars and seventy nine cents ($239, 572 . 79) (herein "Contract Sum" ) , except as provided in Section 1 . 11 . The actual rates shall be determined pursuant to staff hours worked as set forth in the schedule at Exhibit "B" . 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 . The rates at Exhibit "B" shall be subject to the following conditions : (a) Overtime rates pursuant to Exhibit "B" apply to all additional hours of service when requested by City with less than 627/014084-0001/3089420.4 a03/13198 -3- 24 hours prior written notice, and in circumstances in which a security officer is required to stay on duty by causes beyond the control and without the fault or negligence of Contractor. Overtime work shall be performed only upon City' s express authorization. (b) The rates at Exhibit "B" shall be effective as of July 15, 1997, and shall remain in force for a one (1) year period. When the City requests extra services and approved overtime, the total estimated amount of contract of $241, 153 .47 shall be increased to reflect such additional costs . 2 . 2 Method of Payment . Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid within thirty (30) days after the date of the invoice to be sent by regular mail by Contractor to City on a monthly basis at the following address : Mr. James W. Runge City of Palm Springs, Police Dept . 200 S . Civic Drive Palm Springs, CA 92263-1830 (760) 323-8109 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 627/014084-0001/3089420.4 a03/13/98 -4- 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. 5 . 1 Term. The term of this Agreement is for one year beginning July 15, 1997 through July 14, 1998 , unless earlier terminated in accordance with Section 7. 7 or 7 . 8 below. 4 .0 COORDINATION OF WORK 4 . 1 Representative of Contractor. The following principal of Contractor is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Robert 3. Debarr It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal were a substantial inducement for City to enter into this Agreement . Therefore, the foregoing principal 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 principal may not be replaced nor may his responsibilities be substantially reduced by Contractor without the express written approval of City. 4 . 2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement . 4 . 3 Prohibition Against Subcontracting or Assignment . The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement . Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the 6271014084-0001/3089420.4 aO/13/98 -5- 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 (250) 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 juris- dictional 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 627/014084-0001/3089420.4 a03/13/98 -6- 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 in an amount not less than either (i) a combined single limit of $5, 000, 000 . 00 or (ii) bodily injury limits of $1, 000, 000 . 00 per person, $2, 500, 000 . 00 per occurrence and property damage limits of $1, 000, 000 . 00 per occurrence and $1, 000, 000 . 00 in the aggregate. (b) Worker' s Compensation Insurance . A policy of worker' s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement . (c) Automotive Insurance . A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $250, 000 . 00 per person and $500, 000 . 00 per occurrence and property damage liability limits of $100 , 000 . 00 per occurrence and $250 , 000 . 00 in the aggregate or (ii) combined single limit liability of $500, 000 . 00 . Said policy shall include coverage for owned, non-owned, leased and hired cars . (d) Additional Insurance . Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements . All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds . The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers . All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5 . 1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has Provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. All certificates shall name the City as additional insured (providing the appropriate endorsement) shall contain the following 627/014084-0001/3089420.4 a03/13/98 -7- cancellation notice, which shall be signed by an authorized agent of the insured: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO 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 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 . The insurance 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 due to unique circumstances . Contractor' s naming of the City as Additional Insured in its liability policy pursuant to this Agreement shall afford coverage only for the negligent performance of activity by Contractor for the City pursuant to this Agreement, be limited by the terms and conditions appearing in this Agreement, and in no event be construed for any purpose so as to make Contractor or its insurer liable for the acts or omissions of the City, its agents, servants or employees . 5 . 2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor' s negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, 627/014094-0001/3089420.4 a03/13/98 -8- its officers, agents or employees but excluding such claims or liabilities to the extent caused by the 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 Sufficiency of Insurer. Insurance 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 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 RECORDS AND REPORTS 6 . 1 Reports . Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the 627/014084-0001/3089420.4 a03/13/98 -9- ' performance of the services required by this Agreement as the Contract Officer shall require . Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement . For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated, increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6 .2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer- to evaluate the performance of such services . The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records . Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6 .3 Ownership of Documents . All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, 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 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. 627/014084-0001/3089420.4 n03/13/98 -1 0- 7 . 0 ENFORCEMENT OF AGREEMENT 7 . 1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7 . 2 Disputes . In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party' s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City' s or the Contractor' s right to terminate this Agreement without cause pursuant to Section 7 . 8 . 7 . 3 Retention of Funds . Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor' s acts or omissions in performing or failing to perform Contractor' s obligation under this Agreement . In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7 .4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party' s consent to or approval of any act by the other party requiring the party' s consent or approval shall not be deemed to waive or render unnecessary the other party' s consent to or approval of any 627/014084-0001/3089420.4 a03/13198 -1 1- 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 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 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. 8 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 6271014094-0001/3089420.4 a03/13/98 -1 2- 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 . 9 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 Aclainst Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or, segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement . Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9 . 0 MISCELLANEOUS PROVISIONS 627/014084-0001/3089420.4 a03/13/98 -1 3- 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, certified or registered, postage prepaid to the addresses set forth below, or to such other address as a party may designate from time to time : City: City of Palm Springs, Police Dept . Attn: James W. Runge P.O. Box 1830 Palm Springs, CA 92263-1830 With a Copy to: David J. Aleshire, Esq. Rutan & Tucker 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Contractor: Contracts Management Department The Wackenhut Corporation 4200 Wackenhut Drive #100 Palm Beach Gardens, Florida 33140-4243 Notices personally delivered shall be effective upon delivery. Notices delivered by mail, as provided above, shall be effective forty-eight (48) hours after deposit in the mail . If the effective date falls on a holiday or weekend, the effective date shall be the next business day following such holiday or weekend. 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 unenforceabi.lity 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. 627/014084-0001/3089420.4 a03/13/98 -1 4- • i 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. CITY: CITY OF PALM SPRINGS, a munis oration City Manage ATTEST: is City- Clerk APPROVED AS TO FORM: City Attorney CONTRACTOR: THE WACKENHUT CORPORATION Bly ua uy' — (o cL, 57 gy: C �c o� Sharon Cushriie, Director Contracts Management [END OF SIGNATURES] 627/014084-0001/3089420.4 a03/13/98 EXHIBIT "A" SCOPE OF SERVICES Contractor will be responsible for the total operation of the Palm Springs jail facility, as specifically set forth in the Palm Springs Police Department Jail Manual ( "Jail Manual" ) , as last updated on December 12, 1996, and as may be updated from time to time . A copy of the Jail Manual has been provided to Contractor. Among the duties set forth in the Jail Manual , Contractor' s duties include, but are not limited to the duties set forth below. Should any duty described below conflict with that in the Jail Manual, the duty set forth in the Jail Manual shall apply: • Receiving prisoners for booking • Booking of prisoners • Housing and care of prisoners • Transportation of prisoners • Processing of registrants and applicants • Keeping the jail facility clean and notifying facility maintenance of any maintenance problems • Keeping all Jail supplies stocked at sufficient levels • Completing all paperwork, in a manner satisfactory to City, as required to accomplish the above • Reasonably assuring the security and protection of all prisoners at all times 627/014084-0001/3089420.4 a03/13/98 -1 6- EXHIBIT "B" SCHEDULE OF STAFF HOURLY RATES ITEM BRIEF QUANTITY UNITS UNIT ESTIMATED No. DESCRIPTION OF PRICE ANNUAL SUPPLIES/SERVICE AMOUNT S 1 . Custom 296 52 . 13 $13 . 58 $209, 545 . 91 Protection hours weeks Officer, unarmed per week per yr. Detention Specialist Overtime/ 240 5 . 43 1, 303 . 20 Holidays hours per year 2 . Post Commander 40 hours 52 . 13 14 .40 30 , 026 . 88 per week weeks per yr. Overtime/ 48 hours 5 . 76 276 .48 Holidays per year TOTAL ESTIMATED AMOUNT OF CONTRACT $ 241, 152 . 47 Holiday rates will be billed on the following recognized holidays : New Year' s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day. 627/014084-0001/3099420.4 a03113/98 pn �r�, p^�+p ^ /� {w� p r ^�^v nr i p DATE(MM/DD/YY) ACORD,m 4 I.111 �4rlR OF .LLASILI F INSU Al "": 5/05/98 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services of Florida ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 143800 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Coral Gables, FL 33114 COMPANIES AFFORDING COVERAGE COMPANY _305-448-2211 A NATIONAL UNION FIRE INS CO PA INSURED COMPANY The Wackenhut Corporation B INS. CO. OF—THE STATE OF PA 4200 Wackenhut Drive, #100 COMPANY ..*"..... �\ Palm Beach Gard. , FL 33410 C COMPANY -- D CDVERAGES;',,: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, IERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MMIDD/YYI DATE(MM/DD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ 5000000 A X COMMERCIAL Gf°NERAL LIABILITY RMUL1135257 7/01/97 7/01/98 PRODUCTS-COMPIOPAGG S 5000000 CLAIMS MADE IX OCCUR PERSONAL&ADV INJURY $ 5_0_0_D_0_00 OWNFTS&CONTRACTOR'S PROT EACH OCCURRENCE _ $ _50_00000 FIRE DAMAGE IArry one lire) $ 5000000 VIED EXP IArry one person) $ XXXXXXX AUTOMOBILE LIABILITY A X ANY AUTO RMCA3207219 7/01/97 7/01/98 COMBINED SINGLE LIMIT $ 5000000 X ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON OWNEDAUTOS (Per accide)t) S PROPERTY DAMAGE S GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S __ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT S AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE _$ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM S we sTAru_ Gnl- VYOHMERS CO(.9PBNSA FiON AND X TORV�IM_ITS_ EF A EMPLOYERS'LIABILITY RMWC1163425/26/27/28/ 7/01/97 7/01/98 EL EACI I ACCIDENT $ 1000000 B THE PROPRIE FOR/ INCL EL DISEASE POLICYLIMIT $ 1000000 PARTNERS/EXECUI IVE — OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE $ 1000000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEFIICLES/SPECIAL ITEMS PLEASE SEE ATTACHED. CERTIFICATE HOLDER,.. : ., „ " , 'r .. CAINCELLATIAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY CLERK, CITY OF PALM EXPIRATION DATE THEREOF, THE ISSUING COMPANY %XNgQX(Yj TO MAIL SPRINGS 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE ROWED NAMED TO THE LEFT, P. O. BOX 2743 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PALM SPRINGS, CA 92263-2743 OF ANY IND UPON TIIE ,100PANY� IlS AGENTS OR REPRESENTATIVES. AUTHORIZED EPRESENTATI r �� AIP OIG459001 ACORD DATE(MMIDDIYY) CERTIFICAT�OF LIABILITY INSURA E 09/25/2003 PRODUCER Serial# A1677 THIS CERTIFICATE 1 UED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AOn Risk Services, Inc. Of Florida HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO BOX 019012 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Miami, FI 33101-9012 COMPANIES AFFORDING COVERAGE COMPANY American Home Assurance A INSURED ---- COMPANY �l ""' B Commerce&Industry Ins.Co. The Wackenhut Corporation COMPANY 4200 Wackenhut Drive, #100 C National Union Fire Ins.Co. Palm Beach Gardens, FL 33410 COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MMIDDIYY) DATE(MMIDDOP() A �GENERAL LIABILITY RMGL4805955 10/02/2003 10/02/2004 GENERAL AGGREGATE _ $ _ 5,000,000 X 1 COMMERCIAL GENERAL LIABILITY PRODucr5-COMPIOPAGG $ 5,000,000 fCO CLAIMS MADE [X]OCCUR PERSONAL&ADV INJURY $ 5,000,000 ER'S&CONTRACTORS PROT EACH OCCURRENCE $ 5,000,000 NTRACTUAL/E&O FIRE DAMAGE (Any ane bre) $ 5,000,000 MED EXP (Any one person) $ XXXXXX A AUTOMOBILE LIABILITY RMCA6612529 10/02/2003 10/02/2004 X ANY AUTO COMBINED SINGLE LIMIT $ 5,000,000 ALL OWNED AUTOS RMCA6612530(TX) BODILY INJURY RMCA6612531MA $ SCHEDULED AUTOS ( ) (Per person) X HIRED AUTOS RMCA6612532(VA) RMCA6612533(CO) BODILY INJURY X NON-OWNED AUTOS (Peracatlent) $ PROPERTY DAMAGE S GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM I $ A WORKER'S COMPENSATION AND WG29$1266-(A) 10/02/2003 - 10/02/20 h 04 - X ORYLMFS WC STAFF- nER B EMPLOYERS'LIPBILBY W G29$1267(A) EL EACH ACCIDENT $ 1,000,000 C THE PROPRIETOR! �( INCL WC2981268(B) EL DISEASE POLICY LIMIT $ 1,000,000 ER En,TIVe OFFICERS ARE EXCL WC2981269(C) I aWICERS ARE EL DISEASE-EA EMPLOYEE $ 1,000,000 OTHER I DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS CONTRACT NAME: CITY OF PAML SPRINGS SERVICES:TOTAL OPERATION OF PALM SPRINGS JAIL FACILITY POLICE DEPT RIVERSIDE PLEASE SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY CLERK,CITY OF PALM EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL SPRINGS 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, P.O.BOX 2743 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PALM SPRINGS,CA 92263-2743 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. ATTN PATRICIA SANDERS $AUTHORI ED REP5ESEpFTATIVE ACORD 25-S(1/95) ©ACORD CORPORATION 1988 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement, effective 12:01 A.M. 1 0/0 212 0 0 3 forms a part of Policy No. RMGL4805955 Issued to WACKENHUT CORPORATION, THE By AMERICAN HOME ASSURANCE COMPANY ADDITIONAL INSURED —WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Section II —WHO IS AN INSURED is amended by the addition of the following: An additional insured is any person or organization to whom the insured becomes obligated to include as an additional insured under this policy as a result of any contract or agreement the insured enters into which requires the insured to furnish insurance to the additional insured of the type provided by this policy, but only with respect to liability arising out of the insureds operations, specifically the performance of any services for the additional insured pursuant to said contract or agreement. However, this policy does not provide any coverage for any negligence (joint, concurrent, independent or individual), acts, errors or omissions of any additional insured or its employees. However, irrespective of the insurance provided under this policy, the coverage afforded to an additional insured is specifically limited to the minimum coverage-and the-minimum- - -- - coverage limits required by said contract or agreement to provide services to an additional insured. This provision shall not apply, however, in those instances where the minimum coverage or the minimum coverage limits required by said contract or agreement exceed the coverage or limits for which The Wackenhut Corporation is insured by this policy. All other terms and conditions remain unchanged. DBG Legal 12/27/01