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HomeMy WebLinkAbout03813 - OLINN FIRE & SECURITY SYS MO 5978 DOCUMENT TRACKING Page: 1 Report: One Document Detail October 2, 2007 Condition: Document NumberA3813, Document# Description Approval Date Expiration Date Closed Date A3813 Servicing and Monitoring City-owned Fire&Security Systems 07/19/1997 07/01/2002 Company Name: OLinn Executive Security Service Address: 1025 South Palm Canyon Drive„ Palm Springs, CA 92262 Phone: (760) 320-5303 Group: POLICE DEPARTMENT Service: In File xRef: POLICE Ins. Status: A policy has Expired Document Tracking Items: Due Completed Tracking Amount Amount Code Item Description Date Date Date Added Paid Converted from Fastrack v6.15 data. END CIF REPORT . . . . �.0 O' Linn Executive Security Svc Servicing & Monitoring City- owned Fire & Security Systems AGREEMENT #3813 CITY OF PALM sPRINGs M05978, 6-18-97 CONTRACT SERVICES AGREEMENT FOR SERVICING AND MONITORING CITY-OWNED FIRE&SECURITY SYSTEMS THIS CONTRACT SERVICES AGREEMENT(herein"Agreement"),is made and entered into this r day of 19v,by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein"City" and 'Linn Executive Security Services, Inc.,Palm Springs,California, CA(herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality,fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses,permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole /Yo''bligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be irapos�a 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 inter/t levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. �y 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 Agreemenit. 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. 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 EIGHT THOUSAND AND FOUR HUNDRED DOLLARS PER ANNUM($8,400)($700 PER MONTH )(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 reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 2 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Maieure. The'time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental 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, attached hereto as Exhibit"A". 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: Richard J. O'Linn, lI It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 3 4.3 Prohibition Aeainst Subcontracting orAssienment. 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, INDEMNMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either(i)a combined single limit of$1,000,000 for bodily injury, death and property damage or(ii) bodily injury limits of$500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and property damage limits of$500,000 per occurrence. If the Contract Sum is greater than$100,000, the policy of insurance shall be in an amount not less than $5,000,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any 4 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) AdditionalInsurarice. Policies of such other insurance,includingprofessional 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 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 appropraite endorsement) and shall conform to 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. Agent Initals The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the; activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions,suits, claims, damages to persons or property,losses, costs,penalties,obligations,errors, omissions or liabilities,(herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents,employees, subcontractors, or invitees,provided for herein, or arising from I:he negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision,covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City,its officers, agents or employees, who are directly responsible to the City,and in connection therewith: 5 (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 employers 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 Ids power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Suretv. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies quallified 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 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 6 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 Disvutes. 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 oir 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 Ri¢hts 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 Dama¢es. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of N/A ($ as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time 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. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking 8 • 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-DISCREW NATION 8.1 Non-liability of City Officers and Emolovees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest,in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement, 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CrrY OF PALM SPRINGS,P.O. Box 2743,Palm Springs, California 92263,and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not 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 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 parry, (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 parry is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF P.Ai K4 SPRINGS, a mun' "ipal corporation By: ATTEST: City Manager c l i Z_( J City Clerk APPROVED AS TO FORM: 4 (`ity�Artorney •9 CONTRACTOR: By: Namp,and Tide ' ` Name and Title BY fir;.• 7 Address: 4 r 0 k ! c,, '`sr 1Qk v 01 FS21Z16999999.7000.2160684.2 6/14196 R.Amd.03/1a 10 EXHIBIT "A" SCOPE OF SERVICES 1. The Contractor shall provide all labor, supervision, equipment and materials necessary for servicing, testing, monitoring and maintaining City-owned fire and security systems; all as described in RFP 06-95 and RFQ 5084, dated July 20, 1995, which is incorporated herein by this reference. 2. The City currently has twenty (20) sites which require testing and maintenance. See Exhibit "C" for additional work or a decrease in work. 3. Station Monitoring: The Contractor will prepare the system for station monitoring. This will include any needed equipment so the systems can be monitored by the Contractor. The Contractor shall begin monitoring of all specified systems at the start of the Contract. 4. Safety: Contractor agrees to perform all work outlined in the Contract in such a manner as to meet all acceptable standards for safe practices during the maintenance operation to .safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees to accept the sole responsibility for complying with all local, County, State or other legal requirements, including but not limited to,full compliance with the terms of the applicable O.S.H.A.and CAL O.S.H.A. Safety Orders at all times so as to protect all persons, including Contractor's employees, agents of the City, vendors, members of the public or others from foreseeable injury,or damage to their property. Contractor shall inspect all potential hazards in his area of responsibility at said facilities and keep a log indicating date inspected and action taken. 5. Location of City-Owned Fire and Security Systems to be Serviced: FACILITY LOCATION, PANEL MFG. PANEL MODEL Wellwood Murray Library 100 S. Palm Canyon Dr. Radionics 3012 Animal Control 4810 Camino Parocela Radionics 8012 Pavilion 401 S. Pavilion Way Radionics 8000 Fire Training Center 3500 E. Alejo Road Radionics 8000 Leisure Center 401 S. Pavilion Way Unknown Unknown Cornelia White House 233 S. Palm Canyon Dr. Unknown Unknown Adobe 221 S. Palm Canyon Dr. Unknown Unknown Ruddy's General Store 221 S. Palm Canyon Dr. Unknown Unknown Swim Center 401 S. Pavilion Way Radionics 8000 Palm Springs Stadium 1901 E. Baristo Radionics 8000 EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT I • City Yard Complex 425 N. Civic Drive Radionics 6112 City Hall 3200 E. Tahquitz Radionics 8112 Canyon Way Desert Highland Center 480 Tramview Radionics 8000 Library Center 300 S. Sunrise Way Legend 1000 Convention Center 277 N. Avenida Radionics 8112 Caballeros Police Department 200 S. Civic Dr. Radionics/Notifier 6000/4800 Plaza Theater 128 N. Palm Canyon Dr. Visitor Center 2781 N. Palm Canyon Dr. - Youth Center 3601 E. Mesquite Palm Springs Airport Panic Alarm to P.S.P.D. Dispatch& Alarm Company 6. Contractor must possess an Alarm Company Operator's License and be licensed to perform installations. The Contract must be licensed to perform any needed future upgrades to existing systems, if so desired by the City. 7. All Contractor's employees performing on-site services for the City during the term of this Contract shall be Registered Alarm Agents. 8. The Contractor's Manager must possess an alarm company Manager's License. 9. All materials and each part of detail of the work shall be subject to inspection by the Contract Administrator. The Contract Administrator or his designee shall be allowed access to all parts of the work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed inspection. 10. Contractor agrees that the City has the right to make all final determinations as to whether the work has been satisfactorily completed. In the event that the results of the fire and security systems services are considered unsatisfactory to the City, the Contractor shall give immediate attention to the correction of all complaints. If the Contractor receives more than three (3) complaints in a single year for unsatisfactory performance, and the complaints are found valid by the City and are not remedied within twenty-four(24) hours of receipt of each complaint, the Contract may be terminated. 11. Subject to the power and authority of the city as provided by law and in this Contract, the City shall in all cases determine the quantity, quality, and acceptability of the work, materials and supplies for which payment is to be made under this Contract. The City shall decide the questions which arise relative to the fulfillment of the Contract or the obligations of the Contractor thereunder. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 12 12. All Contractor employees shall be subjected to a background check prior to the commencement of work under this Contract. The City will require a list of all employees assigned to this Contract along with their social security numbers. Any employes shown to have a felony convention or whom the City finds to he unacceptable will not be allowed to work under this Contract. 13. OFFICE OF INQUIRIES AND COMPLAINTS The Contractor shall maintain an office at some fixed place located in the Coachella Valley and shall maintain a telephone at this location, listed in the telephone director in its own name or in the firm name by which it is most commonly known and shall, during the term of this Contract have some responsible person(s) employed by the Contractor twenty-four (24) hours per day, to take the necessary action regarding all inquiries and complaints Chat may be received from the City, City personnel or patrons using the facilities. An answering service shall be considered an acceptable substitute to full time twenty-four hour coverage, provided Contractor is advised of any complaint within one (1) hour of receipt of such complaint by the answering service. During normal working hours, the Contractor's Foreman or employee of the Contractor who is responsible for providing maintenance services, shall be available for notification through a pager or answering service. During the normal days and hours of operation, whenever immediate action is required to prevent impending injury, death or property damage to the facilities being maintained, City may, after reasonable attempt to notify the Contractor, cause such action to be taken by the City work force and shall charge the cost thereof as determined by the Contract Administrator against the Contractor, or may deduct such cost from an amount due Contractor from the City. The Contractor shall maintain a written log of all complaints, the date and time received, and the action taken pursuant thereto or the reason for non-action. The log of complaints shall be open to the inspection of the Contract Administrator at all reasonable times. All complaints shall be abated as soon as possible after receipt; but in all cases within 24 hours, to the satisfaction of the City. If any complaint is not abated within 24 hours, the Contract Administrator shall be notified immediately of the reason ;for not abating the complaint followed by a written report to the Contract Administrator within five (5) days. If the complaints are not abated within the time specified or to the satisfaction of the City, the Contract Administrator may correct the specific complaint and the total cost incurred by the City will be deducted and forfeit from the payments owing to the Contractor from the City. Contractor and Contractor's personnel shall immediately notify the Contract Administrator upon contact with members of the City Council. 14. CONTRACTOR'S STAFF The Contractor shall provide sufficient personnel to perform all work in accordance with the specifications set forth herein. Contractor's employees, whether assigned to any one facility or as part of a crew serving any number of facilities, shall include at least one individual who speaks the English language proficiently. The Contract Administrator may at any time give Contractor written notice to the effect that the conduct or action of a designated employee of the contractor is, in the reasonable belief of the Contract Administrator,detrimental to the interest:of the public patronizing the premises. Contractor shall meet with the Contract Administrator to consider the appropriate course of action with respect to such matter and EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 13 Contractor shall take reasonable measures under the circumstances to assure the Contract Administrator that the conduct and activities of Contractor's employees will not be detrimental to the interest of the public patronizing the premises. Contract Administrator may require the Contractor to establish an identification system for personnel assigned to the facility which clearly indicates to the public the name of the Contractor responsible for the services. The identification system shall be furnished at the Contractor's expense and may include appropriate attire and/or name badges, as specified by the City. 15. EMPLOYEES OF CONTRACTOR. Any and all employees of Contractor not satisfactory to the City of Palm Springs will be replaced upon request as soon as possible by another who will be satisfactory. The question as to whether any employee proves satisfactory to the City of Palm Springs is one which is to be determined solely by the City of Palm Springs with or without cause, and without regard to the basis upon which such decision shall be made. 16. NON-INTERFERENCE. Contractor shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction in inconvenience to.Yhe public or disruption to the peace and quiet of the area within which the services are performed. 17. BUILDING SECURITY. It shall be the responsibility of the Contractor to assure that all his supervisory and crew personnel abide by the City of Palm Springs building security regulations and safety standards. The Contractor shall conduct his work: operations in such a way as to safeguard the City's personnel, equipment and property. 18. LOCKS AND KEYS REQUIREMENT'S. The Contractor will be issued keys to all areas in which security maintenance services are to be performed. Two (2) keys per area will be issued to the Contractor. The Contractor shall maintain such control over issued keys. Key Control: a. Contractor shall be responsible for the series of keys assigned to them and will in turn assign these keys to their personnel for use in maintaining the facility. b. The Contractor will be held responsible for the proper use and safe keeping of all keys issued by the City to the Contractor. C. Contractor shall report all lost or stolen keys to the Contract Administrator within twenty- four(24)hours of discovery of the loss. Contractor shall reimburse the City for the cost as determined by the Contract Administrator of rekeying the facility or duplicating additional keys. d. Upon termination, cancellation or expiration of this Contract, all keys received by the Contractor shall be returned to the Contract Administrator. e. California law stipulates that it is unlawful for a person to duplicate any keys without the permission of the owner. The penalty for violation of law is either six (6) months imprisonment or a five hundred dollar($500) fine, or both. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 14 i i 19. CONTRACTOR'S PERSONNEL. An adequate number of trained personnel shall be assigned by the Contractor to perform the work described in these specifications. All Contractor's employees shall be subject to review and approval by the Contract Administrator. The City reserves the right to request the removal of an employee who is deemed unacceptable for any reason. The Contractor shall he required to provide on-site supervisory personnel of a high professional caliber including bilingual communication ability if any contract crew member does not have a working knowledge of English. The supervisory personnel shall conduct regular inspections to determine that work is being performed in accordance with professional standards and established work schedules. Said personnel must have the authority to respond immediately to situations upon request by the Contract Administrator. The Contractor shall meet special personnel standards for the Public Safety facilities. All contract employees assigned to these areas must pass a police background investigation prior to entering said facilities. At no time shall the Contractor schedule personnel in the police facilities that have not passed the background check. This provisions shall apply even during times of short staffing due to holidays, illness, vacations, no shows, etc. It shall be the responsibility of the Contractor to see that all his/her supervisory and crew personnel abide by the City of Palm Springs building security regulations and safety standards. The Contractor shall conduct his work operations in such a way as to safeguard the City's personnel, equipment, and property. All personnel assigned by the Contractor to perform work for the City of Palm Springs shall not have an arrest record other than minor traffic violations, must be physically capable of performing all duties assigned, and must present a physical appearance acceptable to the City. The final decision as to the acceptability of any individual performing work under any contract awarded as a result of this specification shall rest with the City of Palm Springs. All work by Contractor personnel shall be performed in a professional, courteous manner. Discourtesy, rudeness, or the use of profanity will not be tolerated and shall be grounds for immediate removal of the offending employee from performing work under any contract awarded as a result of this specification. The assigned supervisor shall contact the Contract Administrator or his designee to discuss and clarify any operational problems and to receive instructions. In addition, the assigned supervisor shall physically contact each assigned individual at not]less than one (1) time per shift. Contractor shall submit a supervisory chain of command document identifying personnel names and telephone numbers, providing updates as necessary. Said document must be submitted to the Contract Administrator on or prior to the first day of work. It shall be the responsibility of the Contractor to provide consistent, reliable transportation for equipment and staff to service identified facilities. All costs related to the maintenance and operation of said transportation vehicle(s) shall be the responsibility of the Contractor. 20 WARRANTY. The Contractor shall fully warrant all materials used in the course of this Agreement, including without limitation, any optional equipment purchased by the City under the terms of this Agreement, against poor and inferior quality equipment and materials for a period of not less than the period of time warranted by the manufacturer from the date of final acceptance of material/equipment by the City. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 15 Contractor shall repair or replace inoperable material/equipment in a timely manner so as to minimize the possible disruption of City operations resulting from said inoperable material/equipment. 21. NOTICE TO PROCEED. A Notice to Proceed will be issued upon receipt of all required certificates of insurance. City issuance of a Purchase; Order will be Contractor's Notice to Proceed. 22. COOPERATION BETWEEN CONTRACTORS. The City reserves the right to contract for and perform other or additional work on or near the;work covered by these specifications. When separate agreements are let within the limits of any one project, each contractor shall conduct his/her work so as not to interfere with or hinder the progress or completion of the work being performed by other contractors. Contractors working on the same project shall cooperate with each other as directed. Each contractor involved shall assume; all liability, financial or otherwise, in connection with his/her agreement and shall protect and hold harmless the City from any and all damages or claims that may arise because of inconvenience, delays, or loss experienced because of the presence and operations of other contractor working within the limits of the same project. 23. DAMAGE. The Contractor shall be held responsible for any breakage, damage, loss of City equipment or supplies through negligence of the Contractor or his employees while working on the City's premises. No product, supplies, or equipment shall be used by the Contractor which is injurious or damaging to any surface to which they are applied or exposed. The Contractor shall be responsible for restoring/replacing any equipment, facilities, furniture, etc., so damaged. The Contractor shall immediately report to the Contract Administrator any damages to the premises or furnishings resulting from services performed under this Agreement Pursuant to Section 5.0, Insurance, Indemnification and Bonds, the Contractor shall be liable for any loss or damage to City or third parties due to Contractor's failure to properly maintain or monitor the City- owned fire and security systems described herein. 24. AUTHORITY OF THE CITY. Subject to the power of authority of the City as provided by law in this Agreement, the City shall in all cases determine the quantity, quality, and acceptability of work, materials and supplies for which payment is to be made under this Agreement. The City shall decide the questions which may arise relative to the fulfillment of this Agreement or the obligations of the Contractor thereunder. 25. TERM. The term of this Contract will be for two (2) years with three (3) one (1) renewal options upon mutual consent of the City and the Contractor. 26. HOURS OF WORK. Normal hours of work for routine maintenance work are Monday through Friday, 8:00 A.M. to 5:00 P.M. EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT 16 EXHIBIT "B" SPECIAL REQUIREMENTS 1. The Contract Administrator for this Contract is the Police Services Manager, or his authorized representative. 2. The requirement for a Performance bond is waived for this Contract. EXHIBIT "B" TO CONTRACT SERVICES AGREEMENT 17 EXHIBIT "C" SCHEDULE OF COMPENSATION 1. PAYMENT. Contractor agrees to perform the work as specified in good order and in accordance with the specifications and will accept as full payment therefor the amounts indicated on the Pricing Sheet attached hereto. a. For all services which the Contractor is obligated to perform the City shall pay to the Contractor a monthly price per facility. b. Payments shall be made upon submittal of a detailed monthly statement to the Contract Administrator. Invoices should be submitted within two weeks following the end of a billing period defined as a calendar month. c. Contractor shall maintain and keep current a daily report form that records all work performed by Contractor's personnel. Said report shall be in a form and content acceptable to the Contract Administrator and shall be submitted to the Contract Administrator concurrent with the monthly invoicing. The monthly payment will not be made until such report is received and deemed acceptable by the Contract Administrator. 2. ADDITIONAL WORK. Additional alarm systems may be added at the sole option of the City during the term of this Contract. The Contractor shall not claim forfeiture of Agreement by reasons of such additions by the City. The amount of additional compensation paid to the Contractor for additional systems shall be determined as follows: a. By unit prices or by a lump sum as mutually agreed upon by the City and the Contractor, or b. If the parties cannot agree upon unit prices or a lump sum, then by actual net cast to the Contractor of the materials and labor required and approved by the City for such extra work,plus ten percent (10%) as compensation for all other items or profit and costs or expenses. 3. DECREASE IN WORK. Alarm systems may be deleted from this Contract at the sole option of the City. The Contractor shall not claim forfeiture of Agreement by reasons of such decreases by the City. The amount of decreased compensation paid to the Contractor for decreased systems shall be determined as follows: a. By unit price or by lump sum as mutually agreed upon by the City and the Contractor, or b. If the parties cannot agree upon unit prices or a lump sum, then by actual net cost to the Contractor of the materials and labor required and approved by the City for such decreased work, less ten percent (10%) as compensation for all other items or profit and costs or expenses. 4. PARTS AND MATERIALS ABOVE CONTRACT. The Contractor will invoice the City separately from the monthly or quarterly maintenance charge for any parts, materials and components used in the course of the Agreement that are above the contract. The Contractor shall invoice the City at the contractor's cost for all parts and components (including smoke detectors) used in the course of the contract that are above the contract. EXHIBIT "C" TO CONTRACT SERVICES AGREEMENT 18 EMIT "C" (CONTINUED) SCHEDULE OF COMPENSATION PRICING SHEET MAINTENANCE STATION & TESTING MONITORING TOTAL COST PEP:MONTH PER MONTH PER MONTH Wellwood Murray Library $13.00 $22.00 $35.00 Animal Control $13.60 $22.00 $35.00 Pavilion $13.00 $22.00 $35.00 Fire Training Center $13.00 $22.00 $35.00 Cornelia White House $13.00 $22.00 $35.00 Adobe $13.00 $22.00 $35.00 Ruddy's General Store $13.00 $22.00 $35.00 Swim Center $13.00 $22.00 $35.00 Palm Springs Stadium $13.00 $22.00 $35.00 City Yard Complex $13.00 $22.00 $35.00 City Hall $13.00 $22.00 $35.00 Desert Highland Center $13.00 $22.00 $35.00 Library Center $13.00 $22.00 $35.00 Leisure Center $13.00 $22.00 $35.00 Convention Center $13.00 $22.00 $35.00 Palm Springs Airport Panic Palm Springs Police Department $13.00 $22.00 $35.00 Police Department $13.00 $22.00 $35.00 Plaza Theater $13.00 $22.00 $35.00 Visitor Center $13.00 $22.00 $35.00 Youth Center $13.00 $22.00 $35.00 TOTAL COST FOR ALL AREAS: $260.00 $440.00 $700.00 EXHIBIT "C" TO CONTRACT SERVICES AGREEMENT 19 EXHIBIT "D" SCHEDULE OF PERFORMANCE 1. TESTING. All systems shall be tested a minimum of four (4) times per year at regular intervals. The Contractor will submit an Alarm Test Log,verifying tests performed,with his/her monthly statement. The Contractor may, with the City's approval, stagger the testing of systems so all systems are not being tested at the same time. The Contractor's invoice will not be processed without a completed Alarm Test Log. 2. MAINTENANCE. Maintenance of all systems shall be continuous. Maintenance shall include any needed parts or materials. 3. STATION MONITORING. The Contractor shall begin monitoring of all specified systems at the start of the Agreement. 4. RESPONSE TIME. a. "Trouble & Reset" Calls shall be defined as those calls requiring investigation and reset of a malfunction within the system. The Contractor shall respond to all trouble and reset calls within one (1) hour. b. Major Repairs shall be defined as repairs requiring the replacement of system components. The Contractor shall respond to maior repair calls within twenty-four(24) hours. C. The Contractor shall supply and put in place "like" substitute equipment for any equipment which cannot be repaired within twenty-four(24) hours. 5. LIQUIDATED DAMAGES, Liquidated.Damages do not apply to this Contract. EXHIBIT "D" TO CONTRACT SERVICES AGREEMENT 20 t3T# /fit �r DATE(MM/DD/YY) [C;Al , : p It# LwL ;: 07 17 97 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Costanza Ins . Agency, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 12655 No. Central EXpWy ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 910 COMPANIES AFFORDING COVERAGE Dallas, TX 75243 COMPANY CIA-CA A American Int' L Spec Lift@ INSURED COMPANY o O'Linn Executive Security e COMPANY 28225 West Agoura Road c Agoura Hills CA 91301 COMPANY (619) 320-5303 D 'COVERAGES ... .r. ... . ... ... . . . . .. 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 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 POLICYEFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) A GENERAL LIABILITY 818-76-13 09/19/96 09/19/97 GENERAL AGGREGATE s2 , 000, 000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGO $INCLUDED CLAIMS MADE FX]OCCUR PERSONAL&ADV INJURY $1, 0 0 0, 0 0 0 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $1, 000, 000 X ERRORS & OMISS FIRE DAMAGE(Any one fire) $50, 000 MED EXP(Any one person) $5 0 0 0 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANVAUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY _ EACH AOOIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND TATUTORY LIMITS— - ' ---- -- -- EMPLOYERS'LIABILITY EACH ACCIDENT $ THE PROPRIETOR/ INCL DISEASE-POLICY LIMIT IS PARTNERS/EXECUTIVE OFFICERS ARE' EXCL DISEASE-EACH EMPLOYEE $ OTHER A X EMPLOYEE 818-76-13 09/19/96 09/19/97 AGGREGATE $ 50, 000 . DISHONESTY DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS *Except for 10 days for non-payment of premium. ERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED WITH RESPECTS TO THE PERATIONS OF THE NAMED INSURED ONLY. cI�R1"I�ICA T�,�ibL,DER SHOULD ANY OF THE ABOVE DESCHINED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City Of Palm Springs 30FL DAYS WRITTEN NOTICE TO TH ERTIFICATE H ER NAMED TO THE LEFT, Finance Department BUT FAILURE TO MAIL SUCH NOTIC ALL IMPOS OB GATION OR LIABILITY P.O. BOX 2743 OF ANY KIND UPON THE CO ANY, I S AGfNI REPRESENTATIVES. Palm Springs CA 92263 AUTHORIZED REPRESENTATIVE .ACOI�G1�+�,5.,$;.(37Sy�): �':4:'.r:?7::: .:::': . ...:...........r;.:.:,:::.:rr�::. �`:: r:�:i?':::.:::::'[ : ::. .... .._._...::.:.....,.,..Isis(::;:_ _.:;.:.:::•.i':i(r[0�4.Fr`.klRG14"�RFP.G . .I3,kh1.i993: