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HomeMy WebLinkAboutContracts & Agreements_99-96_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into this first day of October 1996 by and between the City of Redlands, a municipal corporation, hereinafter ("City") and The Wackenhut Corporation, hereinafter ("Contractor"). AGREEMENT Section 1. Contract Documents. Contractor shall furnish to City jail services at City's temporary holding facility at City's Police Department. City's Specifications for Detention Facility Security Services dated 10-1-96 and attached hereto as Exhibit "A" are hereby incorporated by reference into this Agreement. In the event of any conflict between the terms and conditions of this Agreement and Exhibit "A," the terms and conditions of the document shall control. Section 2. Pam. Contractor shall be paid the sum of one hundred thirteen thousand two hundred thirty-eight and 87/100 dollars ($113,238.87) for the services provided under this Agreement. Contractor shall provide City's Police Department with a monthly invoice and shall be entitled to payment within thirty(30)days thereof. City retains the right to challenge all or any part of an invoice. Section 3. Tenn and Cancellation. The term of this Agreement shall be for one(1)year from the date first written above. This Agreement may be terminated,without cause, by either party upon thirty (30) days prior written notice to the other. Section 4. Indemnitv. Contractor shall defend, indemnify and hold harmless City, its elected officials, officers, employees and agents, from and against any and all actions, claims, demands, lawsuits and liability for damages to persons or property that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with Contractor's negligent acts or omissions under this Agreement; but excluding such actions,claims,demands, lawsuits and liability for damages to persons or property arising from the sole negligence or willful misconduct of City, its officers, employees or agents. Section 5. Insurance. Contractor shall procure and maintain during the term of this Agreement, comprehensive general liability and property damage insurance, including automobile and excess liability insurance,against all claims for injuries to persons or damages to property which may arise from or result in connection with the performance of Contractor's Services, its agents, representatives, employees or subcontractors. Contractor shall also carry Workers' Compensation Insurance in accordance with State of California Workers' Compensation laws. All of Contractor's insurance shall name City, its elected officials, officers, employees, agents, representative and volunteers (collectively hereinafter "City and City Personnel") as additional or co-insureds and contain no special limitations on the scope of protection afforded to City and City Personnel. All of Contractor's insurance (1) shall be primary insurance and any insurance or self-insurance maintained by City or City Personnel shall be in excess of the Contractor's insurance and shall not DJN174OPW I contribute with it; (ii) shall be"date of occurrence"rather than"claims made" insurance, (iii) shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurers liability; and (iv) shall be-written by insurance companies qualified to do business in California and rated"B+" or better in the most recent edition of Best Rating Guide, and only if they are of a financial category Class X or better, unless such rating qualifications are waived by the City in its sole and absolute discretion. Each insurance policy shall be endorsed to state that coverage shall not be suspended,voided, canceled, reduced in coverage or in limits, or non-renewed, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. Mail, certified, or by personal delivery. Contractor shall furnish City with duplicate originals of insurance certificates and endorsements effecting coverage required by this Agreement which shall be received and approved by City before services are commences. The duplicate originals and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf The procuring of such insurance or the delivery of duplicate originals and endorsements evidencing the same shall not be construed as a limitation on Contractor's obligation to indemnify the City and City Personnel. The aniow-it of insurance required hereunder shall be as follows: (1) General Liability(including premises and operations, contractual liability, personal injury, independent contractors liability): Five Million Dollars ($5,000,000.00), Single Limit, per occurrence and annual aggregate. (ii) Automobile Liability (including owned, non-owned, and hired autos): Five Million Z:1 Dollars ($5,000,000.00), Single Limit, per occurrence and annual aggregate. (iii) Workers'Compensation and Employer's Liability: In accordance with State Statutory requirements. (iv) Professional Liability: Five Million Dollars ($5,000,000.00), per occurrence and annual aggregate. Any deductible or self-insured retentions shall be declared to and approved by the City prior to the execution of this Agreement by City. Contractor shall file with City the following signed certification: "I am aware of, and will comply with, Divisions 4 and 5 of the California Labor Code by securing,paying for, and maintaining in full force and effect for the duration of the contract. complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to City before execution of the Agreement." DJM74011W 2 For any Workers' Compensation and Employer's Liability Coverage,the insurer shall agree zn to waive all rights or subrogation against the City and City Personnel arising from work performed by Contractor for City. Contractor shall require all subcontractors similarly to provide such Workers' Compensation Insurance for their respective employees. City and City Personnel shall not be responsible for any claims in law or equity occasioned by failure of Contractor to comply with this section or with the provisions of law relating to Workers' Compensation. Section 6. Independent Contractor. It is the express intention of the parties hereto that Contractor is an independent contractor and not an employee or agent of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Contractor and City. Both parties acknowledge that Contractor is not an employee for State tax, Federal tax or any other purpose. Section 7. Discrimination Prohibited. In the performance of this Agreement and in the hiring and recruitment of employees, Contractor shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, ethnic background or country of origin. Section 8. Replacement of Assigned Personnel. The parties agree that "cause" for replacement of an assigned employee, as provided in City's Specification for Detention Facility Security Services, shall be deemed established when City's Chief of Police, or his or her designee, provides a written explanation to Contractor of the reason why such action is necessary. The determination of the necessity for such action shall be within the sole and unfettered discretion of the Chief of Police or his or her designee. Section 9. Notices. Any notice to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO CITY: Lewis W. Nelson, Chief of Police 212 Brookside Avenue Redlands, CA 92373 TO CONTRACTOR: The Wackenhut Corporation 1737 Atlanta Ave., #H-3 Riverside, CA 92507 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. Section 10. Assignment, Contractor shall not assign or subcontract any part of the services subject to this Agreement without first obtaining the written consent of City. Section 11. Modifications. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties. DJM740PW Section 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 13. Effect of Headings. The heading sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. Section 14. Attorney's Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorney's fees. Section 15. Entire Agreement. This Agreement represents the entire agreement of the parties hereto as to the matters contained herein and supersedes any and all prior written or verbal agreements between the parties. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and date first shown at Redlands, California. CITY OF REDLANDS A Municipal Corporation wen Larson, Mayor ATTEST: Lorrie Poyzer, City Clerk by Beatrice Sanchez. Deputy City Clerk THE WACKENHUT CORPORATION By: hill Henry B. Sturm I Vice President, California District 'l� By: r QA Corporate Officer (Seal) James P. Rowan, Vice President DJM'40PW 4 SPECIFICATIONS FOR DETENTION FACILITY SECURITY SERVICES CONTRACTOR 10-1-96 Furnish the City of Redlands Police Department with a professional, uniformed custodial staff, (uniforms and uniform upkeep will be furnished by the contractor), 18 years of age and older, licensed to legally operate a vehicle in California, to fulfill the requirements of this contract in operating the custody facility on a one (1) person schedule which covers 24 hours per day, seven days per week (including holidays), and consisting of the following additional requirements. I Compliance to and application of the Redlands Police Department's "Policy Manual". Each person assigned to fulfill this contract will be required to read pertinent chapters of this manual in full. The contractor will be provided with one copy of required chapters. 2. Compliance to and application of the lawful orders directed by any city employee having supervisorial responsibilities over the temporary holding facility. 3. Compliance to and application of minimum pre-service training for each person assigned to fulfill this contract. Training conducted by the City will include, but is not limited to, CLETS/NCIC, PMIS (Police Management Information System), Report Writing, air-pack training and City/Department Customer Service Policy. Contractor shall make staff available, at contractor's cost, in meeting this requirement. 4. Compliance to and application of in-service training for each person assigned to fulfill this contract. Group training conducted by the City shall be accomplished in a four hour block every three months. Contractor shall make staff available, at contractor's cost, in meeting this requirement. Furnish the city with a copy of the background investigations done on all personnel assigned to fulfill this contact. Background investigations shall include: 7 year employer background check revealing meaningful employment; high school diploma or equivalent; drug screening test; reference check; fingerprint check; credit check; 40 hours of contractor's professional training and a MMPI psychological test. Furnish the city with documentation showing that personnel assigned to fulfill this contract have successfully completed the following required training, furnished at contractor's cost. 1. Custodial Officer's Training as required by California Penal Code Section 831, which includes eight hours of"court and temporary holding facility" training in compliance with California minimum jail standards, California Code of Regulations, Title 15, Section 1024. 2. American Red Cross First Aid course, including CPR. Fill any vacancies created by sickness, vacations, required training, etc. The city shall furnish the contractor and each person assigned to fulfill this contact with one copy of the Jail Operation Chapter from the department's Policy Manual. Furnish each person assigned to fulfill this contract, the minimum training in CLETS, as required by the Department of Justice. This training can be held in a"group" format. As additional staff are assigned to fulfill this contract, meeting this training can be on a one-to-one basis. Contractor shall compensate their staff for this training. THE CITY RETAINS THE RIGHT TO: 1. Fingerprint and photograph staff. 2. Obtain criminal history records on assigned staff. 3. Verify background information and assigned employee's driver's license status. 4. Approve and/or reject any assigned staff. 5. Dismiss any assigned staff for cause, thereby having dismissed employee replaced to fulfill the requirements of the contract. City will notify Contractor in writing. G. Supervise and direct assigned staff. 7. Require contractor to perform work tasks as directed by the Police Department, but for all intents and purposes contractor shall be an independent contractor and not an agent or employee of the CITY. 8. Discuss contractual agreement with other law enforcement agencies.