HomeMy WebLinkAboutContracts & Agreements_206-2022DocuSign Envelope ID: B3DC3EFC-D517-42D9-8lA5-2E89128BDB3B
AGREEMENT TO PERFORM PROFESSIONAL SECURITY SERVICES
This agreement for the provision of unarmed rail station security services ("Agreement")
is made and entered in this 4' day of October, 2022 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City") and Patrol Solutions, LLC., a California corporation
("Contractor"). City and Contractor are sometimes individually referred to herein as a "Party" and,
together, as the "Parties." In consideration of the mutual promises contained herein, City and
Contractor agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to provide unarmed rail station security services for City
(the "Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Chris Boatman, Assistant City Manager, as City's representative with
respect to performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of one (1) year from the Effective Date of
this Agreement (the "Initial Term"). The City shall have the option to extend the Initial
Term of this Agreement by one (1) additional term ("Extended Tenn"), on the same terms
and conditions, by providing written notice to Contractor at least thirty (30) days prior to
the expiration of the Initial Term or any Extended Term.
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4.3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 The compensation for Contractor's performance of the Services shall not exceed the
amount of Four Hundred Ten Thousand Dollars ($410,000.00) for the Services provided
during the Initial. Term. Should this Agreement be extended, the compensation for
Contractor's performance for the Services shall not exceed the amount of Four Hundred
Ten Thousand Dollars ($410,000.00) for the first Extended Term, bringing the total
possible amount of compensation to a not -to -exceed amount of Eight Hundred Twenty
Thousand ($820,000.00). For the Initial Term and each Extended Term, City shall pay
Contractor on a time and materials basis up to the not to not -to -exceed amount in
accordance with the rates specified in Exhibit `B," titled "Price and Fee Bid," which is
attached hereto and incorporated herein by this reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed during
the preceding month. Contractor's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Contractor no later than thirty (30) days after receipt and approval by City of Contractor's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
�rr•4
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONTRACTOR:
Carl Cunningham, General Manager
Patrol Solutions, LLC
6060 Sunrise Vista Dr. Suite 1500
Sacramento, CA 95610
carlcunningham@patrolsolutions.com
Phone: (415) 760-8116
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ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not perform
any Services unless and until the required insurance listed below is obtained by Contractor.
Contractor shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self -insured or exempt from the workers' compensation laws of
the State of California. Contractor shall execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Contractor shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
E. Contractor is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Contractor shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Contractor shall defend, indemnify and hold barmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
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occasioned by any negligent act or omission by, or the willful misconduct of, Contractor,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Contractor's Services. Contractor further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
malting a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Contractor must disclose its financial 'interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of 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 attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
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assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account only,
and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractor at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Contractor. Upon receipt of a
termination notice, Contractor shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Contractor in performing the Services. Contractor shall be compensated on a pro-rata basis
for Services completed up to the date of termination.
8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Contractor.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
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8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of this Agreement.
CITY REDL NDS PATROL SOLUTIONS, LLC
F6:�
Signed bby:
B By: S• batKiquAm
Paul T. Barich, Mayor C—arf"Orai5n"`g�liarn, General Manager
ATTEST:
nne Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Holidays:
There are 10 recognized holidays: New Year's Day, Martin Luther King Day, Presidents Day, Memorial
Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day and the Friday after, and Christmas
Day.
Post Orders: Assignment instructions for each post, whether a fixed location or roaming locations, must
be adhered to in their entirety.
Pass Downs: Additional or special instructions by City of Redlands for posts on a temporary basis and
must be adhered to in their entirety.
Security Guard -Site Specific Shift -Regular Time -Hourly Rate: For weekly scheduled security guard
shift, M-F, excludes holidays.
Security Guard -Site Specific Weekend Shift Time -Hourly Rate: For weekly scheduled 19 hr. weekend
security guard shift, Sat -Sun, excludes holidays.
Security Guard -Holiday -Hourly Rate: For all security guard shifts on City recognized holidays only.
Table: Holiday:
Only the listed City holidays are subject to any premium (overtime, etc.) rates.
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DATE
January1
EVENT
New Year's Da
2
Third Monday in January
Martin Luther Kin 's Birthday
3
Third Monday in February
President's Da
4
Last Monday in May
Memorial Da
5
July 4
Independence Da
6
First Monday in September
Labor Da
7
November 11
Veteran's Da
8
Fourth Thursday in November
Thanksgiving Da
9
Friday
after Thanksgiving
10
December 25
Christmas Da
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Service Schedule
Monday -Friday,
Security
Total Hours
Start
End
University Station:
4:30
23:00
18.50
First train: 4:52
Last train: 22:21
Downtown Station
4:30
22:30
18.00
First train: 4:48
Last train: 22:26
Weekend.,
University Station:
5:15
11:15
19.00
First train: 5:34
Last train: 23:32
Downtown Station
5:15
12 MID
18.75
First train: 5:41
Last train: 23:25
Reports
A) Submit activity reports from the prior security shift within six hours.
B) Include any pertinent information or backup documentation with your reports.
C) Ensure that all reports are submitted prior to submission of the invoice.
D) General: Report immediately, verbally and or in writing as soon as practically possible taking safety
into consideration; especially concerning issues that may require immediate action to avoid
potential escalation. If possible, take photos of the observation or interaction and attach to email,
text, pictures, and written reports.
E) Safety, Injury, or Damage: any impending, occurring, or potential hazards, incidents, or accidents
that have harmed, are harming, or could likely harm persons, animals, plants, property,
environment, or the like.
F) Public Nuisances: any observations of any public nuisances.
G) Business Interactions: any interactions with business owners and or persons.
H) Work Performance Delays: anything that is or could potentially delay or prevent work from being
performed within the designated times and locations.
Follow up Activities: all action items from the above section, which may have been verbally
reported, but a written report was not possible at the time; and all action items as required by City
Representative.
Posts: Site Specific
➢ Downtown rail platform at Orange Street and Stuart Avenue
➢ University of Redlands rail platform at University Street and Park Avenue
A) Provide a security "presence" through patrolling on foot at the rail station platform.
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B) Security personnel shall call the designated FCS staff personnel to report any
maintenance concerns or for miscellaneous questions.
C) Security personnel shall call the Redlands Police Department (depending on the incident)
upon the observance of any illegal activity, vandalism, or suspicious or inappropriate
behavior.
D) Restrooms are available inside train depots at both locations.
NOTE: During breaks and meals, security service may be temporarily halted; however, the guard must
return promptly to their post afterward.
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EXHIBIT "B"
PRICE AND FEE BID
Description
Unit
Hourly Rate
1.
Security Guard — Site Specific Shift, Regular Time,
Hour
$27.44
WEEKDAY shift begins on M — F,
2.
Security Guard - Site Specific Shift,
Hour
$27.44
WEEKEND shift, begins on Sat - Sun
3.
Security Guard - Site Specific Shift, Holiday Time, for any shift
Hour
$35.68
that begins or ends on a holiday
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
X I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
PATROL SOLUTIONS, LLC
DocuSigned by: � �I a 1
By. S 1 Date: 10/4/2022
Carl Cunningham, General Manager
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