National Guardian/Security 93CONTRACT SERVICES
AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement"), is made and
entered into by and between the CITY OF LA QUINTA, (the "City"), a California municipal
corporation, and AFFILIATED SECURITY SERVICES (the "Contractor"). 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 related to fire and security alarm
monitoring and reporting service, as specified in the "Scope of Services" attached hereto as
Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Contractor
warrants that all services will be performed in a competent, professional and satisfactory manner
in accordance with the standards prevalent in the industry for such services.
1.2 Contractor's Proposal. The Scope of Services shall include the
Contractor's proposal or bid, if any, 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, regulations and laws of the City of
La Quinta and any Federal, State or local governmental agency of competent jurisdiction.
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 performance of the
services required by this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Contractor warrants
that (a) it has thoroughly investigated and considered the work to be performed, (b) it has
investigated the site of the work and fully acquainted itself with the conditions there existing,
(c) it has carefully considered how the work should be performed, and (d) it fully understands the
facilities, difficulties and restrictions attending performance of the work under this Agreement.
Should the Contractor discover any latent or unknown conditions materially differing from those
inherent in the work or as represented by the City, it shall immediately inform City of such fact
and shall not proceed except at Contractor's risk until written instructions are received from the
Contract Officer (as defined in Section 4.2 hereof).
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 and 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. The performance of services by
Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate
or detective work at no further cost to the City, when such inaccuracies are due to the negligence
of Contractor.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, the Contractor shall perform services in addition to those specified in the Scope of
Services (Exhibit "A") when directed in writing to do so by the Contract Officer, provided that
Contractor shall not be required to perform any additional services without compensation. Any
addition in compensation not exceeding five percent (5%) of the Contract Sum may be approved
by the Contract Officer. Any greater increase must be approved by the City Council.
1.8 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 Ninety -Five Dollars ($95.00) (the "Contract Sum"), except as provided in
Section 1.7. The method of compensation set forth in the Schedule of Compensation may include
a lump sum payment upon completion, payment in accordance with the percentage of completion
of the services, payment for time and materials based upon the Contractor's rates as specified in
Exhibit "C", but not exceeding the Contract Sum, or such other methods as may be specified in
the Schedule of Compensation (Exhibit "C"). Compensation may include reimbursement for
actual and necessary expenditures for reproduction costs, transportation expense, telephone
expense, premiums for bonds and insurance, and similar costs and expenses when and if specified
in the Schedule of Compensation (Exhibit "C").
2.2 Method of Payment. Any month in which Contractor wishes to receive
payment, Contractor shall submit to the City no later than the tenth (loth) working day of such
month, in the form approved by the City's Finance Director, an invoice for services rendered
prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided,
including time and materials, (2) specify each staff member who has provided services and the
number of hours assigned to each such staff member, and (3) indicate the total expenditures to
date. Such invoice shall contain a certification by a principal member of Contractor specifying
that the payment requested is for work performed in accordance with the terms of this
Agreement. City will 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.
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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. All services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in the "Schedule
of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference.
Extensions to the time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer.
3.3 Force Maieure. The time period specified in the Schedule of Performance
(Exhibit "D") 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, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight
embargos, acts of any governmental agency other than City, and unusually severe weather, if the
Contractor shall within ten (10) days of the commencement of such delay notify the Contracting
Officer in writing of the causes of the delay. The Contracting Officer shall ascertain the facts
and the extent of delay, and extend the time for performing the services for the period of the
forced delay when and if in his judgment such delay is justified, and the Contracting Officer's
determination shall be final and conclusive upon the parties to this Agreement.
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,
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:
a. Clifford E. MAgro n
b. Bryan CochratnK
C. John Gobem r
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into his 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. The foregoing principals may not be changed by Contractor and no other
personnel may be assigned to perform the service required hereunder without the express written
approval of City.
4.2 Contract Officer. The Contract Officer shall be the Director of Building
and Safety or such other person as may be designated by the City Manager of City. It shall be
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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.
4.3 Prohibition Against Subcontracting or Assi nment. 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 assigned or transferred, voluntarily or by operation of law, without the
prior written approval of City.
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. 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.
4.5 City Cooperation. The City shall provide Contractor with any plans,
publications, reports, statistics, records or other data or Information pertinent to services to be
performed hereunder which are reasonably available to the City. The City shall additionally
provide Contractor staff assistance and shall take prompt and appropriate action when it will
assist in ensuring and timely performance by Contractor hereunder.
5.0 INSURANCE. INDEMNIFICATION AND BONDS.
5.1 Insurance. The Contractor shall procure and maintain, at its cost, and
submit concurrently with its execution of this Agreement, public liability and property damage
insurance against all claims for injuries against persons or damages to property resulting from
Contractor's acts or omissions rising out of or related to Contractor's performance under this
Agreement. The insurance policy shall contain a severability of interest clause providing that the
coverage shall be primary for losses arising out of Contractor's performance hereunder and
neither the City nor its insurers shall be required to contribute to any such loss. A certificate
evidencing the foregoing and naming the City and its officers and employees as additional
insureds shall be delivered to and approved by the City prior to commencement of the services
hereunder. The amount of insurance required hereunder shall be determined by the Contract
Sum in accordance with the following table:
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Coverage (personal injury/
Contract Sum property damage)
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per occurrence
The Contractor shall also carry automobile liability insurance of $300,000 per accident
against all claims for injuries against persons or damages to property arising out of the use of any
automobile by the Contractor, its officers, any directly or indirectly employed by the Contractor,
any subcontractor, and agents or anyone for whose acts any of them may be liable, arising
directly or indirectly out of or related to Contractor's performance under this Agreement. The
term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer
designed for travel on public roads. The automobile insurance policy shall contain a severability
of interest clause providing that coverage shall be primary for losses arising out of Contractor's
performance hereunder and neither the City nor its insurers shall be required to contribute to
such loss. A certificate evidencing the foregoing and naming the City and its officers and
employees as additional insureds shall be delivered to and approved by the City prior to
commencement of the services hereunder.
Contractor shall also carry Workers' Compensation Insurance in accordance with State
Workers' Compensation laws.
The Contractor shall procure professional errors and omissions liability insurance in the
amount acceptable to the City.
All insurance required by this Section shall be kept in effect during the term of this
Agreement and shall not be cancellable without thirty (30) days' written notice of proposed
cancellation to City. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify
the City, its officers, employees, contractors, subcontractors or agents.
5.2 Indemnification. The Contractor shall defend, indemnify and hold
harmless the City, its officers, officials, employees, representatives and agents, from and against
any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including
legal costs and attorneys' fees, for injury to or death of person(s), for damage to property
(including property owned by the City) and for errors and omissions committed by Contractor, its
officers, anyone directly or indirectly employed by Contractor, any subcontractor, and agents or
anyone for whose acts any of them may be liable, , arising directly or indirectly out of or related
to Contractor's performance under this Agreement, except to the extent of such loss as may be
caused by City's own active negligence, sole negligence or willful misconduct, or that of its
officers or employees.
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5.3 Remedies. In addition to any other remedies the City may have if
Contractor fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, the City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order the Contractor to stop work under this Agreement and/or
withhold any payment(s) which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other
remedies the City may have and are not the exclusive remedies for Contractor's failure to
maintain or secure appropriate policies or endorsements. Nothing herein contained shall be
construed as limiting in any way the extent to which Contractor may be held responsible for
payments of damages to persons or property resulting from Contractor's or its subcontractors'
performance of work under this Agreement.
6.0 RECORDS AND REPORTS.
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.
6.2 Records. Contractor shall 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 cost and the performance of such services. Books and records pertaining to costs
shall be kept and prepared in accordance with generally accepted accounting principles. The
Contract Officer shall have full and free access to such books and records at all reasonable times,
including the right to inspect, copy, audit and make records and transcripts from such records.
6.3 Ownership of Documents. Originals of all drawings, specifications,
reports, records, documents and other materials, whether in hard copy or electronic form, which
are 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 the termination of
this Agreement or upon the earlier request of the Contract Officer, 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. Contractor may retain copies
of such documents for its own use. Contractor shall have an unrestricted right to use the
concepts embodied herein. Contractor shall cause all subcontractors to assign 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 suffered thereby.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under this
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Agreement shall not be released publicly without the prior written approval of the Contract
Officer or as required by law. Contractor shall not disclose to any other private entity or person
any information regarding the activities of the City, except as required by law or as authorized by
the City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in relation to
this Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contractor covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the Contract Officer; provided that if the default is an
immediate danger to the health, safety and general welfare, the City may take such immediate
action as the City deems warranted. 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 parry's right to take legal action in the event that the
dispute is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. City may withhold from any monies payable to
Contractor sufficient funds to compensate City for any losses, costs, liabilities or damages it
reasonably believes were suffered by City due to the default of Contractor in the performance of
the services required by this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy of a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
City's consent or approval of any act by Contractor requiring City's consent or approval shall not
be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of
Contractor. 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, at law or at equity, to cure, correct or remedy any default, to recover
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damages for any default, to compel specific performance of this Agreement, to obtain injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Termination Prior To Expiration Of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section 7.9 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. 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. Contractor shall be entitled to compensation for
all services rendered prior to receipt of the notice of termination and for any services authorized
by the Contract Officer thereafter in accordance with the Schedule of Compensation (Exhibit
"C") or such as may be approved by the Contract Officer, except as provided in Section 7.3.
7.8 Termination For Default Of Contractor. If termination is due to the
failure of the Contractor to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, take over the work and prosecute the same to
completion by contract or otherwise, and the Contractor shall be liable to the extent that the total
cost for completion of 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 setoff or partial payment of the
amounts owed the City as previously stated in Section 7.3.
7.9 Attorney sy ' Fees. If either party commences an action against the other
party arising out of or in connection with this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of suit from the losing party.
8.0 CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION.
8.1 Non-liabili1y of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of
any default or breach by the City or for any amount which may become due to the Contractor or
to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
personal 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 personal interest or the
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
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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, consent, approval, 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 to the address set forth
below. Either party may change its address by notifying the other party of the change of address
in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing
if mailed as provided in this Section 9.1.
To City:
CITY OF LA QUINTA
78-495 Calle Estado
La Quinta, California 92253
Attention: Tom Hartung
To Contractor:
AFFILIATED SECURITY SERVICES
79-499 Country Club Drive, Suite 9
Bermuda Dunes, CA 92201
9.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and all previous understandings, negotiations and agreements are integrated into and
superseded by this Agreement.
9.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by both parties.
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 effect 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.
9.5 Authori1y. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties
and that by so executing this Agreement the parties hereto are formally bound to the provisions
of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
Dated: 9�
AT T:
ity Clerk
APPROVED AS TO FORM:
/�&� (-) L�. ,,a V.P
City Attorney
Dated:
CITY OF LA QUINTA, a California municipal
corporation
By:
Mayo
"CITY"
AFFILIATED SECURITY SERVICES
By:
Nquk-
, Owner
"CONTRACTOR"
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10
EXHIBIT "A"
SCOPE OF SERVICES
1. Security and fire alarm monitoring.
2. Provide monthly test results to the City contract officer.
3. Bi-monthly, on site inspection and testing of waterflow system.
4. Semi-annual inspection of entire fire alarm system.
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EXHIBIT "B"
SPECIAL REQUIREMENTS
[Does Not Apply]
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1.
2.
EXHIBIT "C"
SCHEDULE OF COMPENSATION
(To Be Paid Quarterly)
Burglar System: Our charges to Monitor the Burglar Alarm system will be as follows:
Standard Monitoring Services
Each additional 16 Zones
Estimated Monthly
Fire Alarm System:
Monthly Monitoring Services
with Daily Tests Reports
Bi-monthly Fire Testing
Total
$22.00 per month
$ 2.00 per month
$28.00 per month
_ $27.00 per month
_ $40.00 per month
_ $95.00 per month
Mr. Hirdler, I have attached a copy of the testing requirements to show you what I have based
the monthly testing fee on. As I stated in our conversation this morning, the first year will be a
trial and error period to see just how long it takes to provide the proper service. It is important
to note that your system will be tested in accordance with the NFPA manuals.
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
[Does Not Apply]
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