HomeMy WebLinkAbout2/20/2002 - STAFF REPORTS (18) Date: February 20, 2002
To: City Council
From: C. Lee Weigel, Chief of Police
RECOMMENDATION:
It is recommended that City Council approve contracting for installation of a turnkeywireless
video/control system which includes the installation of fifteen closed circuit television
cameras(CCTV)s in City-designated locations with Metrovideo Systems of El Segundo,CA
in the amount of $227,933.85 and $150,897 for five years of post-warranty maintenance
and support, for a combined total of$378,830.85, with the final agreement to be in a form
approved by the City Attorney
SUMMARY:
Police agencies in the United States have experimented with the use of closed circuit
television cameras to deter crime,detect crime,and gather evidence for criminal prosecution
in their jurisdictional area for more than thirty years. Their efforts have proven to be
successful in the reduction of criminal activity and in prosecution of criminals committing
crimes ranging from vandalism to homicide.
Approval of the installation and operation of the closed circuit camera system would assist
law enforcement in crime deterrence, crime detection, apprehension and prosecution.
On June 13, 2001 City Council approved the purchase of sixteen CCTV cameras,fiber optic
signal transmission and ancillary equipment utilizing grant funds in the amount of
$160,143.57. A portion of the grant funding would have been lost if they had not been
expended prior to June 30, 2001. During the process of preparing a Request for Proposals
for installation of the CCTV equipment the City discovered that it was not feasible to utilize a
fiber optic backbone for the CCTV signal transmission. The primary reason for this
determination was the discovery that there was insufficient space in the underground
conduits in the Downtown area to pull the necessary fiber optic cables. The cost and
disruption of installing additional underground conduit led to the preference for utilization of a
wireless signal transmission backbone.An RFP was developed for installation of the CCTV
equipment including the equipment necessary to construct the wireless backbone. Sincethe
fiber optic backbone equipment originally authorized for purchase in June of 2001 was never
ordered,$50,000 dedicated for that purchase is available to be redirected toward installation
of the wireless signal transmission backbone. The total cost of the installed system,
including the CCTV cameras and installation of a wireless backbone, is $338,077.42.
Annual maintenance and support beginning at the end of the one year warranty period would
cost$157,897 for five years for an average annual cost of$30,179.40 and would be funded
annually utilizing forfeited asset funds. No general fund money will be used for the
purchase, installation or maintenance of the system.
If City Council elects not to pursue this project,a portion of the grant funds would have to be
returned to the state. Actually, production of the cameras is on hold pending the outcome of
the City Council decision before proceeding with the project.
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BACKGROUND
The Palm Springs Police Department's primarygoal in requesting approval for installation of
a closed circuit camera system is to combat crime by using the CCTV system as a deterrent.
The cameras will assist the Palm Springs Police Department in responding to in-progress
calls for service, identification and apprehension of suspects, and ultimately prosecution in
court. The objective is to capture images on camera using the 360-degree pan, tilt, zoom
features in response to calls for service. The dispatch center will have four 27"TV monitors
hosting four real-time camera images on three of the monitors and two real-time images on
the fourth monitor. Each of four dispatch consoles will have a monitor for remotely
transferring an image from the TV monitor to the dispatch console and view a specific area
in response to calls for service. The images will not be monitored at all times. The cameras
for the most part are event driven. Asa call comes into dispatch,the dispatcher will transfer
the image of that location down to his/her console and assist units responding to the scene.
Digital images in color will be required for investigative purposes and as evidence for court.
The capability will exist to refer back to a location that has been monitored and taped by the
cameras and zoom in on the license plate of a fleeing suspect vehicle from a past crime, or
obtain a suspect description, color of clothing or even unusual characteristics such as a
beard or glasses. This project will enhance police department's ability to fight crime in the
City of Palm Springs.
On June 13, 2001, City Council approved purchase of sixteen closed circuit cameras plus
ancillary equipment from DA Pacific of Palm Desert. The cameras were purchased at that
time to preserve eligibility for grant funding which carried an expiration date of June 30,
2001.
The use of CCTV camera has become commonplace in public areas everywhere throughout
the world such as shopping centers, corporations, ATM's, theme parks, sporting events,
casinos, banks, convenience stores, apartment buildings, schools, and manyother public
venues.
Public video surveillance began in the UK in 1986 in an industrial area outside the English
town of King's Lynn. Before the installation of the cameras, there had been 58 crimes
reported,mostly vandalism. In the two years following the installation,there were no crimes
reported. By 1994, 300 jurisdictions in the country had installed some form of public video
surveillance. According to British government reports,in the town of Berwick, burglaries fell
by 69 percent. In Northhampton, overall crime decreased by 57 percent. In Glasgow,
Scotland, crime decreased by68 percent.
In a highly publicized case in mid-February 1996,the UK media broadcast grainy images of
a small child being led away by two youths. Two-year-old James Bulger,who had wandered
from his mother's side in the shopping center,was later found murdered. Arrests followed
shortly after the images were broadcast to the public.
In the U.S., the bombing of the federal building in Oklahoma City might never have been
solved and the perpetrator never brought to justice had it not been for the images recorded
by a CCTV camera mounted at an ATM.
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According to Officer Sigmund at the Baltimore, Maryland Police Department,they have had
CCTV surveillance cameras in place since the early 1990's and public sentiment has been
positive since the beginning of their program. He knew of no complaints, and they are in the
process of expanding their program. They use visible pole-mounted cameras similar to the
ones being proposed for the City of Palm Springs. According to Officer Siegmund,there has
been a marked decease, in fact almost elimination, of violent crime in the areas where the
cameras are installed. He said Baltimore didn't track any statistics regarding crime moving
to other areas where there aren't any cameras and admitted it could be hard to track. He
said in general, he didn't see any trends in that direction that could be attributed to the
cameras or lack of cameras.
In Tampa, Florida,district three Corporal LarryTimmersaid their CCTV cameras have been
in place in a busy business district known as Ybor City for about five or six years. There are
10 to 12 cameras with five or six monitors. They are monitored during the day by a private
security company paid for by their merchants. At night,the cameras are actively monitored
by sworn officers. According to Cpl.Timmer,people in that area said they feel safer with the
cameras present. This became more evident when two recent homicides were caught on
video by their cameras including a recent stabbing where the video was used in court to
secure a conviction. He added that cameras can work for or against the officers in the
department,too,when there are citizen complaints. In many instances,the cameras helped
to exonerate officers. In at least one case, however,the cameras confirmed that the officers
had used unnecessary force and they were disciplined for misconduct. According to Cpl.
Timmer, "the City is in love with the system." There are plans in place to expand the system
to other areas as soon as theycan come up with sufficient funding.
Desk Officer Margo Parker was interviewed at the first precinct at the police department in
Virginia Beach, Virginia. She said the cameras there have been in place for a number of
years, and as far as she knew, there had been no complaints about the system from the
public at the beginning or since. She said the only protests she was aware of was when
they were proposing the CCTV system. There was a great deal of media coverage and an
organized group from out of the area waged an unsuccessful protest, but there were no local
protests Officer Parker was aware of.
At the Memphis, Tennessee Police Department, Lt. Webb was interviewed. He said their
camera system is used in their busy downtown business district. He said the cameras have
been in place for a number of years, and they are well received by the officers and the
citizens. He knew of no complaints about them since theyhave been installed. Lt. Webb
said that after their cameras were installed, a number of businesses installed their own
similar high-tech cameras on the outside of their businesses at their own expense, and did
their own recording. Memphis PD recently investigated a murder and the crime was caught
on video by one of these cameras. He added that a lot of their downtown economy is
dependent upon tourist pedestrian traffic, and one of the main problems identified by their
merchants is the aggressive panhandlers. He said officers monitoring the cameras will
frequently catch the panhandlers in the act of harassing someone on the street,and officers
are dispatched to handle it.
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LEGALISSUES
In August 2001, the City Attorney prepared a legal opinion analyzing the proposed
installation of video surveillance cameras in downtown, covering three major topics:
o Liabilityfor surveillance activities under constitutional and state tort causes of
action
o Liability for failure to actively monitor surveillance cameras
o Disclosure of the surveillance tapes under the Public Information Act
The City Attorney concluded that, as it relates to Liabilityfor Surveillance Activities:
Video surveillance used to capture day-to-day criminal activity is most likely
permissible under applicable constitutional and tort law, provided that the City uses
minimally intrusive zoom capabilities to capture public activity and does not engage
in excessive fact gathering of individual or group activities without first securing a
warrant.
As to Liability for Failure to actively Monitor Cameras, the conclusion of the City Attorney
was:
The City is unlikely to face liability forfailure to actively monitor surveillance cameras
at all times, unless express assurances or promises are given to the public or
downtown merchants that the cameras will prevent specific criminal activity.
Regarding Disclosure of the Video Tapes under the Public Records Act, the City Attorney
concluded:
Generally, the City is required to disclose the videotapes to the media and members
of the public, if requested, unless the tape is essential evidence for an ongoing
criminal investigation. The City must retain all video footage fora minimum of one
year under current law.
PROCESS AND PROPOSAL AWARD:
Requests for Proposals for installation of the camera system were solicited from firms that
specialize in the installation of wireless CCTV systems or had expressed interest in the
project. A mandatory pre-proposal conference and site visit was conducted which was
attended by 14 firms. Three proposals were received and evaluated by a proposal
evaluation committee. The submitting firms were Wave Wireless Systems, Desert Wireless
and Metrovideo. Metrovideo was unanimously recommended based on a combination of
factors including successful experience and cost.
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Requests for Proposals for Installation of the camera system were solicited from firms that
specialize In the installation of wireless CCTV systems or had expressed interest in the
project. A mandatory pre-proposal conference and site visit was conducted which was
attended by 14 firms. Three proposals were received and evaluated by a proposal
evaluation committee. The submitting firms were Wave Wireless Systems, Desert Wfeless
and Metrovideo. Metrovideo was unanimously recommended based on a combination of
factors including successful experience and cost.
Including equipment purchases totaling $160,143.57 authorized by City Council in June of
2001 utilizing state technology grants, the total cost of the CCTV system is $337,287.42.
Redirection of $50,000 of previously authorized funds for fiber optic equipment to the
wireless equipment included in the proposed contract with Metro Video Systems, leaves a
balance of $177,933.85 necessary for installation of the turnkey wireless video/control
system. Funds for this purpose are available in currently budgeted forfeited asset accounts
the use of which is restricted to law enforcement.
Funds for the maintenance portion of the Metro Video Systems contract would be budgeted
annually utilizing forfeited asset accounts. With the one•year warranty covering the first year
of maintenance, it is not anticipated that any payments will be necessary until Fiscal Year
2003-04.
Historically tourism has been, and likely will continue to be, the main source of revenue for
the City of Palm Springs. The proposed CCTV system is intended to assist public safety in
providing quicker response to the needs of our citizens, merchants, and visitors so that our
business district continues to thrive.
Since one of the primary functions of public safety is the security and well being of our
citizens and visitors, we believe we should strive to utilize available technology to provide
the people in our downtown area with at least the level of comfort they are able to enjoy at a
convenience store.
y / 'oo
C. LEE WFt EL HAROLD E. GOOD, CPPO
Chief of Wolice Director of Procurement& Contracting
City Manager l �/
Attachments: C✓
1. Proposed Palm Springs Police Department policy governing the use of the surveillance
cameras.
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February 11,2002 (1:49PM) 5- REVIEWED BY DEPT.OF FINANCE
DOWNTOWN VIDEO SURVEILLANCE CAMERA POLICY
I. Purpose Statement. The Closed-Circuit Television (CCTV)
Cameras, as specifically described in Section II., below, are mounted in the
City's downtown commercial business district, including Palm Canyon
Drive (hereinafter the "CCTV Cameras"). These CCTV Cameras are
designed to operate twenty-four (24) hours a day, seven (7) days a week.
The purpose of the CCTV Cameras is to capture day-to-day criminal activity
and to assist in response to crimes in progress. CCTV Cameras will be
linked to the Police Department's dispatch center. The television monitors
in this dispatch center will not be routinely viewed, but recordings therefrom
may be reviewed for evidence in past crimes or used as a tool in assisting
law enforcement while responding to crime or emergency calls for service.
II. Type of Surveillance Cameras. The CCTV Cameras are being
provided by the Pelco Company with the understanding that these
surveillance cameras will only enable an operator to observe that which can
typically be seen by the human eye with the aid of binoculars or similar
devices that are commonly used to facilitate observance. . Specifically, the
CCTV Cameras referred to herein are Pelco Heavy Duty Color Spectra
Dome Cameras with 22X Optical Zoom and Protective Cage, and these
cameras are equipped without any facial recognition or other advanced
identification software.
III. Training in the Use of Surveillance Cameras. In addition to the
Police Department's standard training requirements, the Police Department's
operators of the CCTV Cameras described in Section II., above, will be
required to partake in the "9760 for End Users" training, which includes
approximately six hours of training in the use of the zoom and tracking
capabilities of the CCTV Cameras. These operators will also be required to
partake in a reasonably sufficient number of hours of additional training to
ensure compliance with all California and Federal laws during the operation
of the CCTV Cameras.
IV. Limitation on Use of Surveillance Footage. The CCTV
Cameras will not be used or reviewed for ongoing surveillance of specific
individuals or groups, unless a warrant is issued first by a Court specifying
the permitted surveillance of the subject(s) or groups(s) in accordance with
California and Federal law.
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V. Surveillance Into Private Areas Prohibited. Operation of CCTV
Cameras to look into private areas or areas where the reasonable expectation
of privacy exists is strictly prohibited. CCTV Cameras will be equipped
with protective software that will be programmed to disable the viewing
capacity of the surveillance cameras where the cameras pass an area with a
protected expectation of privacy under California and Federal law. These
protective features, include, but are not limited to the display of a blank
monitor screen where the cameras pass an area with a protected expectation
of privacy under California and Federal law.
VI. Storage of Video Surveillance Footage. All video surveillance
tapes will be secured in the Police Department vault for the time prescribed
under California law, after which they may be re-used. Access to the video
surveillance footage shall be limited to only those receiving written
authorization from the Chief of Police, the Investigations' Commander, or
the custodian of records. Notwithstanding such authorization, no individual
shall obtain or review more than five (5) days of surveillance footage of a
single group or individual's activity without first obtaining a warrant from a
magistrate, unless such footage is sought in response to a records request
otherwise required by law.
Public requests for video footage captured by the CCTV Cameras will
be made available only to the extent required by California law, and
surveillance tapes will not be disclosed to the public where the video footage
is evidence for an ongoing criminal investigation. The requestor shall also
specify the date and event they are seeking, or other sufficient information as
to enable the Police Department to respond to the request under California
law.
VII. No Special Relationship. The City does not guarantee or
represent that the installation of CCTV Cameras will prevent or reduce
criminal activity. The camera installation is not designed to benefit any
specific individuals, businesses, entities or groups, and thus shall create no
special relationships with any specific person or party. No person or party
shall have special access to CCTV Camera videotape, other than set forth
pursuant to Section VI., above. The CCTV Camera monitoring, tape
recording and law enforcement activity resulting therefrom shall be subject
to all rules, regulations and orders otherwise governing the activities of the
Palm Springs Police Department.
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RIGHT OF ENTRY AGREEMENT
THIS RIGHT-OF-ENTRY AGREEMENT ("Agreement") is made and entered into this
day of , 2002, by and between the CITY OF PALM SPRINGS, a municipal
corporation (hereinafter the "City"), and HYATT CORPORATION, a Delaware corporation, as
agent of PSH Holdings, Inc., a California corporation, d/b/a Hyatt Regency Suites Palm Springs
(hereinafter"Hyatt") (collectively referred to hereinafter as the "Parties").
RECITALS
1. WHEREAS, the City is in the process of contracting with a third party vender for
the installation of closed circuit television cameras along Palm Canyon Drive, in downtown Palm
Springs, to better serve the security interests of businesses and patrons frequenting the City's
downtown area(hereinafter the "Downtown Surveillance Project").
2. WHEREAS, Hyatt is the owner of the Hyatt Regency Suites Palm Springs,
located at 285 North Palm Canyon Drive, Palm Springs, California, 92262 (hereinafter the
"Hyatt Hotel").
3. WHEREAS, the Hyatt Hotel is located in the City's downtown and along the
portion of North Palm Canyon Drive most suitable for the installation of Premier Wireless Guard
1500 receivers (each approximately 13" by 15" by 6") and model 1300 Premier Wireless Guard
video transmitters (each approximately (11.5" by 13.5" by 5.5"), which are necessary for the
Downtown Surveillance Project. Approximately ten (10) of the Premier Wireless Guard 1500
receivers shall be mounted flush with the Hyatt Hotel roofline, while approximately an additional
ten (10) Premier Wireless Guard 1500 receivers and ten (10) Premier Wireless Guard 1300
transmitters shall be located on Hyatt Hotel rooftop (hereinafter collectively the "CCTV
Receivers and Transmitters"). These CCTV Receivers and Transmitters will be utilized for the
City's Downtown Surveillance Project and will benefit the Hyatt Hotel along with other
businesses from the added security resulting from the Downtown Surveillance Project.
4. WHEREAS, the City has determined that the installation of the CCTV Receivers
and Transmitters on the rooftop of the Hyatt Hotel and reasonable access to the CCTV Receivers
and Transmitters is necessary for the completion of the City's Downtown Surveillance Project,
subject to certain conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for the consideration set forth herein, the Parties hereto agree as
follows:
1. Right to Enter Property for Camera Installation. Subject to the terms of this
Agreement, the City and its officials, employees, consultants, contractors, representatives, and
agents, shall have the right to enter the Hyatt Hotel, to specifically access the rooftop of the
Hyatt Hotel, for the purpose of installing the CCTV Receivers and Transmitters and for other
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associated uses for this installation. Such installation is anticipated to occur within one hundred-
twenty (120) days of execution of the Agreement, and shall involve activities including, but not
limited to, the operation, work, conduct and specifications set forth herein. The times and
manner of entry shall be arranged in advance between the designated representatives of City and
Hyatt, but shall not be disruptive of Hyatt's business activity. Hyatt engineering staff shall
reasonably approve, in advance of installation, all conduits, routing and mounting of equipment.
Hyatt engineering staff shall further identify one dedicated 110 circuit electrical outlet to provide
power to the CCTV Receivers and Transmitters, which is anticipated to draw a maximum of
1000 and 1500 watts per hour. The City shall provide compensation for the reasonable
consumption of electricity, as metered and requested by Hyatt. Any and all portions of the
CCTV Receivers and Transmitters that are in public view shall further be painted by City or its
contractors within a reasonable time of installation to reasonably conform with the exterior paint
color of the Hyatt Hotel.
2. Right of Access for Camera Maintenance. The City, through its employees,
consultants, contractors, representatives, or agents, shall have the right to access the CCTV
Receivers and Transmitters and shall be provided with reasonable access to the Hyatt Hotel
rooftop for the purposes of maintenance, repair, service and inspection of the CCTV Receivers
and Transmitters. Scheduled maintenance to the CCTV Receivers and Transmitters is
anticipated to be conducted once every three (3) months, and a schedule of such quarterly
maintenance shall be provided to Hyatt at least one week prior to commencing any such
maintenance. Provided, however, that Hyatt engineering staff shall be notified twenty-four (24)
hours in advance of any emergency maintenance visits to the Hyatt Hotel, unless exigent
circumstances arise requiring that less notice be given, so long as the notice given is reasonable
under exigent circumstances.
3. Indemnification of Hyatt. The City agrees to indemnify Hyatt, its officers,
agents, and employees against, and shall hold and save them and each of them harmless from any
and all actions, suits, claims, damages to persons or property, losses, costs, liens, penalties,
obligations, errors, omissions, or liabilities (herein "claims or liabilities") that may be asserted or
claimed by any persons, firm, or entity arising out of or in connection with the negligent
performance of the work, operations, or activities of the City, its agents, employees,
subcontractors, or invitees, provided for herein, or arising from the use of the rooftop of the
Hyatt Hotel for the installation, maintenance, repair, service and inspection of the CCTV
Receivers and Transmitters. Notwithstanding the foregoing, nothing herein shall be construed to
impose liability on the City for acts, errors, omissions or liabilities caused by or resulting from
Hyatt, its officers, agents, and employees, during the course of the installation, maintenance,
repair, service and inspection of the CCTV Receivers and Transmitters. This indemnification
shall survive the termination of this Agreement.
4. Insurance. Pursuant to the terms and conditions of the indemnification provided
under Section 3, above, the City shall maintain liability insurance, at its sole cost and expense,in
a form and content reasonably satisfactory to Hyatt, during the entire term of this Agreement.
This liability insurance shall cover claims in excess of any sums which the City is self-insured,
up to and including a combined single limit of at least one million dollars ($1,000,000) bodily
injury and property damage, including coverages for contractual liability, personal injury,
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independent contractors, broad form property damage, products and completed operations.
Provided, however, that nothing herein shall obligate the City to provide separate or additional
insurance at or below the amount of three hundred thousand dollars ($300,000), which represents
the amount that the City is currently self-insured, and that any current policies of insurance
providing coverage at or in excess of one million dollars ($1,000,000) shall be deemed to satisfy
this provision if maintained in full force and effect through the duration of this Agreement.
5. Termination. This Agreement shall be in full force and effect for a period of five
(5) years from the date of execution, and shall be renewed automatically for successive two (2)
year terms. Provided further that the Agreement may be terminated by either party with ninety
(90) days' written notice at any time after the initial five (5) year term hereunder or may
terminate by operation of law, including, but not limited to, changes or modifications to City
policies and ordinances affecting the Downtown Surveillance Project. Should the City
intentionally cease to utilize the CCTV Receivers and Transmitters for a period of seven (7) or
more consecutive days, then his Agreement shall automatically terminate. Should a renovation
or demolition of the Hyatt Hotel impact the CCTV Receivers and Transmitters, Hyatt shall, at its
expense, remove the CCTV Receivers and Transmitters (and all ancillary equipment) and return
it to the City before such renovation or demolition, thereby terminating this Agreement pursuant
to (90) days written notice hereunder. In all cases of termination of this Agreement other than
Hyatt renovation or demolition, within thirty (30) days after termination, City shall remove the
CCTV Receivers and Transmitters from the Hyatt Hotel and restore the effected area to its
original condition.
6. Enforcement. The Parties acknowledge and agree that any material violation of
this Agreement is likely to result in immediate and irreparable harm for which monetary
damages are likely to be inadequate. Accordingly, the Parties consent to injunctive and other
appropriate equitable relief upon the institution of proceedings therefor by any other party in
order to protect the rights of the Parties under this Agreement. Such relief shall be in addition to
any other relief to which the Parties may be entitled at law or in equity.
7. No 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 or 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.
8. Sole Agreement. This Agreement contains the entire understanding between the
Parties as to the specific subject matter hereof and supersedes any prior understanding and/or
written or oral agreements between them respecting the within subject matter. There are no
representations, agreements, arrangements, or understandings, oral or written, between and
among the Parties hereto, relating to the subject matter of this Agreement, which are not fully
expressed herein.
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9. No Special Relationship. City makes no representation as to whether the
existence of this camera installation will prevent or reduce criminal activity. This Agreement
and the camera installation shall create no special relationship between the parties hereto. City
does not intend to monitor the camera but will record videotape. No person or party shall have
special access to such tape. The camera monitoring and tape and law enforcement activity
resulting therefrom shall be subject to all rules, regulations and orders otherwise governing the
activities of the Palm Springs Police Department.
10. Notices. Any notice to either of the parties shall be given in writing by certified
mail or registered mail addressed to the parry for whom intended at the following addresses, or
such other address and to such other persons as the parties may hereafter designate:
To City: City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
With a copy to: Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, California 92612
Attn: David J. Aleshire
To Hyatt: Hyatt Regency Suites Palm Springs
285 North Palm Canyon Drive
Palm Springs, California 92262
Attn: General Manager
With a copy to: Hyatt Hotels Corporation
200 West Madison, Suite 4100
Chicago, Illinois 60606
Attn: General Counsel
11. SeverabilitV. In the event that any provision of this Agreement shall be held to
be invalid, the same shall not affect, in any respect whatsoever, the validity of the remainder of
this Agreement.
12. Choice of Law. This Agreement shall be governed and construed in accordance
with the laws of the State of California.
13. Corporate Anthority. The persons executing this Agreement on behalf of the
parties hereto warrant that (i) such parry 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.
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14. Modifications. Any alteration, change or modification of or to this Agreement,
in order to become effective, shall be made by written instrument or endorsement thereon and in
each such instance executed on behalf of each party hereto.
15. Ambi$uit . The Parties acknowledge that this Agreement was jointly prepared
by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing
herein shall not be interpreted against any of the Parties, but otherwise shall be interpreted
according to the application of the rules on interpretation of contracts.
IN WITNESS WHEREOF, the Parties hereto have executed this instrument as of the day
and year first above written.
"CITY"
CITY OF PALM SPRINGS,
a municipal corporation
David Ready, City Manager
ATTEST:
Secretary
APPROVED AS TO FORM:
BURKE,WILLIAMS & SORENSEN, LLP
City Attorney
"HYATT"
HYATT CORPORATION, a Delaware corporation, as
agent of PSH Holdings, Inc., a California corporation, d/b/a
Hyatt Regency Suites Palm Springs
By:
Its:
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CITY OF PALM SPRINGS
CONTRACT SERVICE AGREEMENT
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this day of February, 2002, by and between the CITY OF PALM SPRINGS, a
municipal corporation, (herein "City") and Metro Video Systems, Inc., (herein "Contractor"). The
term Contractor includes professionals performing in a consulting capacity. The parties hereto
agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
the Contractor shall provide those services specified in the "Scope of Services" attached hereto
as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein
as the "services" or "work" hereunder. As a material inducement to the City entering into this
Agreement, Contractor represents and warrants that Contractor is a provider of first class work
and services and Contractor is experienced in performing the work and services contemplated
herein and, in light of such status and experience, Contractor covenants that it shall follow the
highest professional standards in performing the work and services required hereunder and that
all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement,
the phrase "highest professional standards" shall mean those standards of practice recognized
by one or more first-class firms performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of such proposal and this
Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole
obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,
which may be imposed by law and arise from or are necessary for the Contractor's performance
of the services required by this Agreement, and shall indemnify, defend and hold harmless City
against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed
against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the scope of services to be performed,
(b) has carefully considered how the services should be performed and (c) fully understands the
facilities, difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has, or will,
investigate the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions, which will materially affect the performance of the services hereunder, Contractor
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shall immediately inform the City of such fact and shall not proceed except at Contractor's risk
until written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of
the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until acceptance
of the work by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement. Both parties agree to act
in good faith to execute all instruments, prepare all documents and take all actions as may be
reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the performance of
the services, without invalidating this Agreement, to order extra work beyond that specified in the
Scope of Services or make changes by altering, adding to or deducting from said work. No such
extra work may be undertaken unless a written order is first given by the Contract Officer to the
Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to
perform this Agreement, which said adjustments are subject to the written approval of the
Contractor. Any increase in compensation of 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 in 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 three hundred seventy eight thousand eight hundred thirty dollars and eighty five cents
($378,830.85) (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
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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 (1") working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of
the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working day
of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant to
this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if
any, and incorporated herein by this reference. When requested by the Contractor, extensions to
the time period(s) specified in the Schedule of Performance may be approved in writing by the
Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement all be extended because of
any delays due to unforeseeable causes beyond the control and wWout 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 (Exhibit "D").
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are hereby
designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
Todd Byer
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It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated
by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and the Contractor
shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the Contract
Officer. The Contract Officer shall have authority to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract
with any other entity to perform in whole or in part the services required hereunder without the
express written approval of the City. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
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.
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Contractor shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in any way or for any purpose become
or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a
member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general liability
insurance written on a per occurrence basis with a combined single limit of at least$1,000,000
bodily injury and property damage including coverages for contractual liability, personal injury,
independent contractors, broad form property damage, products and completed operations. The
Commercial General Liability Policy shall name the City of Palm Springs as additional insured in
accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent
language.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an
amount which fully complies with the statutory requirements of the State of California and which
includes $1,000,000 employer's liability.
(c) Business Automobile Insurance. A policy of business automobile liability insurance
written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily
and property damage. Said policy shall include coverage for owned, non-owned, leased and
hired cars.
(d)Additional Insurance. Additional limits and coverages, which may include professional
liability insurance, will be specified in Exhibit "B".
All of the above policies of insurance shall be primary insurance and issued by
companies whose rating satisfies the requirements in Section 5.4 of this agreement. 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. 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, endorsements or appropriate insurance binders evidencing the above insurance
coverages and said Certificates of Insurance, endorsements, or binders are approved by the
City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of
any person or person 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 polices of insurance that the Contractor is
required to maintain pursuant to this Section.
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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 performance of the work,
operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided
for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, whether or not there is concurrent passive or active negligence on
the part of the City, its officers, agents or employees but excluding such claims or liabilities
arising from the sole negligence or willful misconduct of the City, its officers, agents or
employees, who are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees
incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers,
agents or employees for any such claims or liabilities arising out of or in connection with the
negligent performance of or failure to perform such work, operations or activities of Contractor
hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees are 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, which secures the faithful performance of this Agreement, unless such
requirement is waived by the Contract Officer. The bond shall contain the original, notarized
signature of an authorized officer of the surety and affixed thereto shall be a certified and current
copy of his power of attorney. The bond shall be unconditional and remain in force during the
entire term of the Agreement and shall be null and void only if the Contractor promptly and
faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement
shall be satisfactory only if issued by companies qualified to do business in California, rated "A"
or better in the most recent edition of Best 's Key Rating Guide or in the Federal Register, unless
such requirements are waived by the City Manager or designee of the City Manager due to
unique circumstances. In the event the City Manager determines that the work or services to be
performed under this Agreement create an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by this Section 5 may be changed accordingly upon receipt of written notice from the
City Manager or designee; provided that the Contractor shall have the right to appeal a
determination of increased coverage by the City Manager to the City Council of City within ten
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(10) days of receipt of notice from the City Manager.
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 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. 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 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.
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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. 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 non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
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7.7 Liquidated Damages. Since the determination of actual damages for any delay in
performance of this Agreement would be extremely difficult or impractical to determine in the
event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall
pay to the City the sum of ($ 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, 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 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 as may be approved by the Contract Officer, except as provided in Section 7.3.
In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In
the event of termination without cause pursuant to this Section, the terminating party need not
provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of the
Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over the work and prosecute the same to completion by contract
or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of
the services required hereunder exceeds the compensation herein stipulated (provided that the
City shall use reasonable efforts to mitigate such damages), and City may withhold any payments
to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as
previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend
or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall .
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows which are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Contractor, or any successor in interest, in the event of any
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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, CITY OF PALM
SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it
should be addressed 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
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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.
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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.
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the
date first written above.
ATTEST:
CITY OF PALM SPRINGS,
By: a municipal corporation
City Clerk
By:
APPROVED AS TO FORM: City Manager
(Check one: _Individual _ Partnership
By: _ Corporation)
City Attorney
CONTRACTOR:
Corporations require two notarized By:
signatures: One from each of the following: Signature (Notarized)
A. Chairman of Board, President, or any
Vice President: AND B. Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer, Print Name & Title
or Chief Financial Officer).
By:
Signature (Notarized)
Print Name & Title
Mailing Address:
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ILA
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide all engineering, installation, and other services necessary to install, make
fully operational, test and maintain a state-of-the-art CCTV surveillance system. Except for
materials provided by the City identified in the attached Exhibit "Al", the contractor shall provide
all necessary supplies, materials and equipment necessary to construct the CCTV surveillance
system.
Objectives of Network:
Contractor's services hereunder for the installation of the CCTV surveillance system will enable
the remote monitoring of areas within range of the cameras for criminal activity by the Palm
Springs Police Department. The system shall link 15 remote cameras to the Communications
Center at the Palm Springs Police Department located at 200 South Civic Drive Palm Springs, CA
. (Locations of the fifteen surveillance cameras to be linked are identified in Exhibit "A2".) Video
feed from each camera shall be displayed in the Communications Center and shall be recorded in
a form that shall allow playback and archiving. Pan/tilt/zoom controls for each camera shall be
operable from the Communication Center at the Police Department. Camera control commands
and video feeds from the cameras shall be transmitted via an air link microwave transmission
system operating at 5.8 GHz.
The wireless surveillance system must operate continuously 24 hours-a-day, seven days a week.
The system shall have sufficient capacity to transmit video at a minimum rate of 30 frames per
second simultaneously from all cameras. The transmission system shall allow real-time
pan/tilt/zoom control of all cameras.
Prior to acceptance of the CCTV surveillance system by the City, complete system as-builts must
be delivered to the Police Department.
Specifications for Work and Services:
For the Contract Sum as specified in this Agreement in Schedule "C", and within the times set
forth in Exhibit "D", Contractor shall provide all services and equipment set forth in this Schedule
"A." Contractor shall install the wireless network in accordance with the engineered path study,
site plans and communications system-commissioning plan submitted by Contractor to City as
part of Contractor's proposal on file with the City.
• Ten (10) cameras will be installed in the downtown area and connected via wireless links
routed through a communications site located on the roof of the Hyatt Hotel, 285 N. Palm
Canyon Drive, Palm Springs, to the Police Department Communications Center, 200
South Civic Drive, Palm Springs.
• Contractor shall, at all times in the performance of services under this agreement, abide
by the terms and conditions of the right-of-entry agreement between the City and the
Hyatt Hotel.
• One (1) camera will be installed at the Palm Springs Public Library and connected to the
Police Department Communications Center via a wireless link. (The City will provide
power to the pole to be utilized for camera mounting.)
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/G�as-�
• Two (2) cameras will be installed at Palm Springs City Hall and connected to the Police
Department Communications Center via fiber optic multiplexer utilizing existing City-
owned fiber.
• One (1) camera will be installed at the Police Department and connected to the Police
Department Communications Center via a direct cable run.
• One (1) camera will be mounted on the Police Department Communications Tower and
connected to the Communications Center via a direct cable run.
• All the camera feeds shall be directed to the Communications Center in the Palm Springs
Police Department. Incoming feeds shall be displayed on 4 wall-mounted 27" monitors
that shall be split to display 4 camera feeds per screen (total capacity 16 feeds). At each
dispatch station (4 in number) an additional 14" monitor and camera controls will be
located. Dispatchers shall be able to capture a feed from any camera and display it on
their 14" monitor and shall have pan/tilt/zoom control of each camera.
• All camera feeds shall be recorded as they arrive in the Communications Center. Two
recordings shall be made from each camera feed. The first recording will be a captured on
a digital recording device. The digital recording device shall have sufficient storage
capacity to capture 30 days of feeds from 16 cameras. The second recording device shall
be an analog tape device recording all camera feeds (up to 16) on VHS tapes.
• The equipment to be installed must operate in variable weather conditions from 20' to
1300 Fahrenheit with rooftop temperatures reaching 1600 and wind conditions which reach
80 MPH gusts. Rain shall not interfere with the operations of the system.
• When needed, traffic control will be the responsibility of the City. The Contractor shall
contact the City's Contract Administrator at least 2 days in advance to arrange such traffic
control.
• System components must be compliant with applicable FCC guidelines.
• Contractor shall further implement an adequate and reliable methodology for testing
compliance with the City's performance criteria. All test results must be documented with
a copy provided to the City. Independent tests may be conducted by the City to validate
the contractor's test information.
• Contractor shall not interfere with City's emergency response operations at the City's
Police Department in performing the services hereunder. Contractor further agrees to
abide by all rules of City or requests by authorized City personnel regarding the location
and manner where Contractors' vehicles may be parked at the City's facilities.
• Contractor shall perform the services herein in a clean and professional manner and shall
remove any debris, trash, equipment and other items in and around the job sites at the
end of each day when services are performed hereunder. Upon completion of
Contractor's services hereunder, Contractor shall restore the City facility to a good and
clean condition and repair any damages caused to such facilities by Contractor's
employees, agents or representatives.
Site Survev:
Contractor acknowledges that it has performed the following surveys and is familiar with the site
and its technical requirements:
• Contractor has visited and surveyed each site for the purposes of locating the microwave
equipment, determining suitability of the site for the microwave application, verifying site
coordinates and site elevation.
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iLI 19 a4
• Contractor has surveyed the line of sight path to locate and measure obstructions and
observe and record terrain characteristics along the path.
• Contractor has gathered information necessary for preparation of engineering drawings and
design requirements.
Training
The Contractor shall provide two training sessions for Police Department communications staff.
The training sessions shall be scheduled with the Commander-Special Services and shall be
staggered to accommodate the shift schedules of the Communications Center employees. The
scope of the training shall be sufficient to teach the proper operation of the CCTV system
including camera operation, video switching/ capture of video signal to individual dispatch
stations, and operational procedures related to recording and storage of video data.
Contractor will provide training for new employees from time-to-time in conjunction with CCTV
system maintenance activities.
Warrantv:
For equipment provided by Contractor, Contractor warrants all products for a period of one (1)
year from the acceptance date of the project. The warranty included all parts and all labor. Any
unit found to be defective will be replaced by Contractor free of charge including in and outbound
shipping costs. Defective units are defined as any unit that requires three or more repairs within
a period of one year.
Post Warranty On-Site Service:
At the end of the warranty period the Contractor shall provide five years of ongoing on-site
service and support for the CCTV surveillance system. The rates for such on-site service and
support shall be at the prices set forth in Exhibit C. The on-site service and support shall require
next business day service, with emergency, after hours, weekends and holiday charges as set
forth at Exhibit C. The service period shall commence upon the expiration of the 1-year warranty.
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/G/� a7
EXHIBIT "Al"
Materials to be provided by the City to Metrovideo Systems include: 1 ea Pelco Model CM9760
32x32 control/video matrix for installation in the Communications Center; 4 ea Pelco #CM9760-
KBD keyboards controllers for installation at the dispatch stations in the Communications Center;
1 ea Pelco#CM9760-CDU-T code distribution unit for installation in the Communications Center;
4 ea Pelco #PMCS14A 14" monitors for installation at the dispatch stations; 4 ea Pelco #QD104C
quad units; 16 ea Pelco #C-SD5BC22-HCPE1 Spectra Dome cameras with protective cages for
installation at City-designated locations (1 for spare); 1 ea Pelco #DX9016H digital video recorder
for installation at the Communications Center; 1 ea Pelco#DX921 HDD storage disk array for the
digital recorder; 1 ea Pelco #DX9000-VS view station for installation in the Communications
Center; 4 ea Sony#KV27V42Gray 27 monitors for split screen display of video signals in the
Communications Center; 4 ea Lucasey#SDCM2030 monitor mounts for the 27" monitors; and
miscellaneous mounting devices.
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1��9 a�
6 13 2Tahquitz Cyn
H City Hall Poll D pt. \
H
W
H
x
w
Civic Dr.
Baristo Ramon
Library/
unnse Pa
Andreas Arenas
(<—Sunrise Waymi
—>)
�9 Indian 0 Canyon �e
La
J AVL] Plaza L
�22 4 Palm 5 Canyon E:1 6 7 Drive
Palm nor
Vista Chino Via Lola Alejo Amado Tahquitz Cyn Baristo Ramon
1 Palm Cyn & Vista Chino 6 Palm Cyn & Tahquitz
2 Palm Cyn & Via Lola 7 Palm Cyn & Arenas 11 PS Library & Sunrise Park
3 Palm Cyn & Alejo 8 Palm Cyn & Ramon 12 City Hall Entrance #1
4 Palm Cyn & Amado 9 Indian Cyn & Andreas 13 City Hall Entrance #2
5 Palm Cyn & Andreas 10 Indian Cyn & Tahquitz 14 Palm Springs Police Building
Modified 10/8/01
EXHIBIT "B"
SPECIAL REQUIREMENTS
The requirement of Section 5.3 for deliverance of a performance bond is hereby waived.
The City approves the use of the following subcontractors in performance of the scope of
services:
C & D Electric, Palm Desert, CA
Premier Wireless, Inc., 1104 Buchanan Road, Suite C3, Antioch, CA 94509
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
Total compensation for this project shall not exceed $378,830.85
Equipment and Labor: Compensation for the equipment and labor portion of this project shall not
exceed $227,933.85. Partial payments for equipment and labor will be made after the successful
completion of the following milestones:
City receipt of confirmation that specialized equipment 15%
has been ordered by contractor (Specialized
equipment is defined as 5.8 Ghz radios)
City receipt of confirmation that specialized equipment 20%
has been received by contractor
Successful testing of video transmission, camera 40%
control and video recording. Commissioning of system
by contractor
Acceptance of system by City (after successful 30-day 25%
post-commissioning period of performance)
POST WARRANTY ON-SITE SERVICE:
The Contractor agrees to provide post-warranty on-site maintenance service for five years. For
next day on-site support service payments shall be made in monthly installments at the end of
each month following the City's acceptance of the system.
The annual rates for next-day on-site support service, services to be provided Monday through
Friday 8-5 shall be as follows:
Year 1 $29,585.00
Year 2 $30,028.00
Year 3 $30,428.00
Year 4 $30,428.00
Year 5 $30,428.00
For after-hours, same-day, weekend, or holiday calls the following rate will apply:
$100.00 per hour with 4-hour minimum for after hours, same-day, or weekend service;
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
The successful test of data and video transmission and vendor's commission of the system to the
City shall be completed within 90 calendar days from the date of receipt of Notice to
Proceed/Purchase Order.
The City shall have a 30-day post-commissioning period of performance during which the system
will be tested by City IT and Police Department staff. In the event that the system fails at anytime
during this 30-day period, the period shall be extended another 30 days, until such time that the
system has performed without fail for 30 consecutive days and is deemed acceptable by the City.
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MINUTE ORDER NO.
APPROVING CONTRACTING FOR
INSTALLATION OF A TURNKEY WIRELESS
VIDEO/CONTROL SYSTEM WHICH INCLUDES
THE INSTALLATION OF FIFTEEN CLOSED
CIRCUIT TELEVISION CAMERAS (CCTV)S IN
CITY-DESIGNATED LOCATIONS WITH
METROVIDEO SYSTEMS OF EL SEGUNDO, CA
IN THE AMOUNT OF $227,933.85 AND $150,897
FOR FIVE YEARS OF POST-WARRANTY
MAINTENANCE AND SUPPORT, FOR A
COMBINED TOTAL OF $378,830.85.
I HEREBY CERTIFY that this Minute Order approving contracting for installation of a turnkey
wireless video/control system which includes the installation of fifteen closed circuit
television cameras (CCTV)s in City-designated locations with Metrovideo Systems of El
Segundo, CA in the amount of$227,933.85 and $150,897 for five years of post-warranty
maintenance and support, for a combined total of$378,830.85, was approved by the City
Council of the City of Palm Springs, California, in a meeting thereof held on the 201h of
February, 2002.
BY: PATRICIA A. SANDERS
City Clerk
H:\USERS\WPPUBLIC\STAFF REPORTS\DOWNTOWN CAMERAS2.DOC
February 8,2002(3:23PM) -6-
J �t�
'-x PROOF OF PUBLICATION This la space for County Clerk's Filing Stamp
yye Y^ C" (2�7
♦/ 9 ''�:.IAA
4 015.5.C.C.P)
rllil1l b I
No.ga72
CITY OF PALM SPRINGS, CALIFORNIA
STATE OF CALIFORNIA REQUEST FOR PROPOSALS NO, 07-02
FOR
County of Riverside INSTALLATION OF WIRELESS VIDEO/
NOTICE IS HEREBY GIVEN that the City of Palm
Springs is retail proposals from qualified firma
to design,furnish(except for stimulate supplied by
others)insiall, test and implement a wireless vid-
ec/control transmission system at various loca-
tions in the City of Palm Springs.The transmitted
video bandwidth shall be a minimum of 5.0 MI-Iz
RFP AVAILABILITY: Detailed scope of services
required is provided in the "Request for Proposal"
package, RFP 07-02, which is available upon r-
gLlast from: City of Palm Springs, Department of
I all a citizen of the United States and a resident of Procurement and Contracting, 3200 Gast TahVqRZ
Canyon Wayy Palm Springs, California, 92262,
the County aforesaid;I am over the age Of eighteen Telephone t7601323-8239. A complete set of
years,and not a party to or interested in the specmcauona wi I be medical upon request ar no
charge.
above-entitled matter.I am the principal clerk of a PROPOSAL CLOSING DATE: Five copies of the
printer of the,DESERT SUN PUBLISHING proposal must be received of the street address
above prior to the deadline of Thursday,October
COMPANY a newspaper of general circulation, 18, 2001, 12:00 Noon, local time. It is the ra-
t sponsib ity of the Offeror to see that any propos-
printed and published in the city of Palm Springs, al sent through the mail shall have sufficient time
County of Riverside,and which newspaper has been to be received by this specified date and time.
adjudged a newspaper of general circulation by the MANDATORY PRE-PROPOSAL CONFERENCE:
Prospective Offerors are required to attend a
Superior Court of the County of Riverside,State of Mandatory Pie-Proposal Conference and site vis-
it file Pre-Proposal Conference will be conduct-
California under the date of March 24,1988.Case ed on Friday, October b, 2001. Participants will
Number 191236;that the notice,of which the meet promptly at 1:00 P.M.,at the Palm springs
Police Department, Conference Room, I...ted
annexed is a printed c0 e at 200 South Card Drive,Palm Springs,Califor-
nia 92262. Failure of an Offeror to attend the Pic-
than non pariel,has been published in each regular proposal center.... may ..Tt m Ineligibioty for
award of any contract resulLng fron'i this RFP
and entire issue of said newspaper and not in any presses
supplement thereof on the following dates,to wit: AWARD OF CONTRACT: The City reserves the
riynt to award a Contract, or make no award,
whichever is in the best interests of the City The
City else resorves the right to negotiate the terns
September 30th and conditions of rho Contact resulting front this - '-
-- -- ----------------- solicitation, Final award, if any, will be made by
the Palm Springs City Council
PROPOSAL EVALUATION: Pionceals will be
---------------------------------------------------------------- compenhvely lu evaated by,an Evaluation Commit-
tee on the basis of dre,ra identified in the Re-
for Proposals Any contract resu]tmg from
this solicitation will be awarded to the film whose
All in the year 2001 proposal best meets the regmren'ients set forth
the RFP document as determined by the Evalua-
tion Committee and approved by the Palm_
I certify(of,declare)raider penalty of perjury that the � d e"V iCity ces aryhthetfir sir w ll tee Committeel
foregoing is true and correct. and of al ntervie is will be conducted.
2nd SUBMISSION REQUIREMENTS: Submissions
Dated at Palm Springs,California this------------day must be m the formal prescribed by the City The
envelope enclosing the proposal shall no ply
October marked in the lower left hand cornet with the
name and address of the Offeror,Title of the Pro-
of---------------------------------------,2001 feet, Project Number and due data and time Of-
furor should submit an piesofOriginal, clearly marked
al"Ongln " and five (� copies of the Proposal
�Qe� n //�R INSURANCE/LICENSE REQUIREMENTS: The
--- III...- - -- ���JJLLMM/�. __^�-____l_________________ Successful Offeror must meet all] insurance re-
qu]rements of the City All insurance will be to-
Signature rent to be current dunng the term of the Agrae-
BUSINESS LICENSE: The successful Offeror will
be required to be licensed Inaccordance with the
Palm Springs Municippal Cade, Chapter 3.40
througqh 3.ge entitled, B names. Tax and any ep-
p]icable County and State Licensee.
/s/Herold E Good, CPPO
Dvec for. Department of Procurement
E Contracting