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HomeMy WebLinkAboutContracts & Agreements_122E-2023-AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of professional security services ("Agreement") is made and entered in this I st day of July, 2023 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Universal Protection Service, a California Limited Partnership doing business as Allied Universal Security Services ("Contractor"), City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE I — ENGAGEMENT OF CONTRACTOR 1.1 City hereby engages Contractor to perform unarmed, uniformed professional security officers 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,11 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 shall make available to Contractor information in its possession that may reasonably assist Contractor in performing the Services. 3.2 City designates Tabitha Crocker, Facilities and Community Services Director, 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 this reference. 4.2 The term of this Agreement shall be for a period of period commencing on July 2, 2023, through September 16, 2023, unless the Services are earlier terminated as permitted herein. I ]:\cmo\Agrecinent,gUniversal Protection Senice, L13-dbaA]Iied-1=Y22-0222.doex-iiii 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 Twenty -Nine Thousand Fifty Dollars ($29,050). 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 "Fee Schedule," which is attached hereto and incorporated herein by 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 perfon-ned, the number of hours spent, and by whom. 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: CITY City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 jdoiialdson@cityofredlands.org (909) 798-7531 CONTRACTOR Steve Claton, President, Southwest Region Universal Protection Service, LP dba Allied Universal Security Services PO Box 31001-2374 Pasadena, CA 91110-2374 Steve.Claton@aus.com (951) 552-9120 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. 2 1Acmo\Agreements%Univer.sa1 Protection Service, I.PdbaA[Iied-PY22-0222.docx-jrn 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 ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such 'insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. Business Auto Liability coverage, with minimum limits of One Million Dollars ($ 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. 6.2 Contractor shall defend, indemnify, and bold harmless City and its elected and appointed officials, employees, and agents from and against any and all claims, losses, and liability, including attorneys' fees, arising from injury or death to persons or damage to property 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; 3 [:\ci,no"tAgreeinentsNUni-ver,saI Protection Service, t.P-dbaA]Iied-FY2I--{)222.docx-jnI (vi) Adopt, or grant City approval of, policies, standards, or &widelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and, in that capacity, participate in making 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 Governi-nent 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 Fonn 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 assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results 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 of 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 ten. (10) days prior written notice to Contractor of City's intent to tenninate. 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, drawings, specifications, reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the 4 Lkemo\AgreementsWniversal Protection Senrice. 1,11-dbaA[Iied-FY22-0222.doex-jni 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. 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 OF REDLANDS By: Charles M. Duggan, Jr ATTEST: S��ann-eDonaqldson, City Clerk V UNIVERSAL PRQTECTION SERVICE, LP dba ALLIED LINIVERSAL SECURITY SERVICES By: Steve Claton, President Southwest Region 5 1:1cmo�AgreementslUniversal Protection Service, C.P-dbaAllieci-FY22-0222.docx-jm 1 4 00 11 003 y SCOPE OF SERVICES Provide unarmed,, uniformed professional security officers who are capable of exercising good judgment, will be highly visible at all times, deter crime, and perform other duties as outlined by the City, LOCATION 300 E. STATE STREET FACILITY SCHEDULE FRI SAT J_§VN MON TUES WED THUR 7AM - 3PM 3PM — I 1PM 1 officer I officer I officer I officer I officer -I officer I officer 1 officer r I officer 'I officer I officer HOLIDAYS New Years Day President's Day Melmorial Day Independence Day Labor Day Thanksgiving Day Christmas Day ADDITIONAL PROVISIONS CONTACT INFORMATION Police Emergency: 911 Police Non -Emergency Dispatch: (909) 798-7681 ext.1 Police Non -Emergency: (909) 798-7681 Fire Non -Emergency Dispatch: (909) 798-7600 RM1,191• Contractor shall furnish all labor in the performance of this Agreement and establish and maintain an accurate timekeeping and payroll system to ensure that its personnel are paid in accordance with this Agreement. Contractor is required to maintain insurance as outlined in this Agreement, 6 1Acrno\AP_reemenIsNUniversa1 Protection Service, I..Il-dbaAllied-FY224)222.docx-j III Contractor is responsible for paying its employees all earned wages, salary, shift pay, taxes, overtime:, and benefits pursuant to state and federal law. Contractor shall maintain accurate records of the hours worked and timesheets for each employee shall be submitted with the proper invoice. Contractor employees shall be paid in full for hours worked at the end of the pay period. Contractor shall maintain adequate staff to assure that all posts are covered according to the post assignments. No post shall ever go dark due to lack of manpower. Contractor's employees shall not reproduce, transmit or remove records, files, documents, or drawings related to the City's business without the written consent of the City. Contractor's employees shall meet high standards of appearance and demeanor, and shall. at all times treat employees of the City with the utmost courtesy and respect. As set forth. herein, Contractor shall ensure that all logs, incidents, and daily reports shall be submitted to the City. Contractor shall notify the City of hazards, safety violations, or other conditions that pose an unsafe condition at the Subject Locations. The City may request additional security services for the protection of a specific location, equipment, material, or person outside the Subject Locations with an amendment to this Agreement. As set forth herein, Contractor will ensure that all personnel are properly trained for the scope of work they are assigned, as well as the equipment they will be utilizing. Documentation of all training shall be on file with the City prior to Effective Date of this Agreement. Personnel missing training documentation shall not be permitted to perform the services under this Agreement. Contractor will establish and maintain, for the duration of this Agreement, all required basic and annual training programs. Contractor shall ensure that all personnel are aware of federal, state, and municipal laws governing or potentially involving security officers assigned to the City. Officers shall be required to understand laws relative to questioning, detaining, search and arrest. Officers should be trained in Avoiding Sexual Harassment, Workplace Violence Awareness, and Basic Hazardous Materials Awareness. I Li YJ till ta Incident Report: This report shall provide a summary and information, including photographs when necessary, of actual evonts/incidents that may occur. These reports will be submitted on an as -needed basis. Contractor shall maintain manpower levels capable of meeting the call-back requirements without regard to riot, war, the enactment issuance, or operation of any municipal, county, state, or federal 1AcmcAAgreemenI.,AUniversaI Protection Service, L,P-dbaAliied-1=Y22-0222.docx-jni law, ordinance or executive, administrative or judicial regulation, order, or decree, or any local or national emergency, or any other similar cause outside of the control of Contractor. Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, integrity, and shall be responsible for taking disciplinary action with respect to its employees. The City reserves the right to refuse the assignment of any Contractor employee it determines will create a liability for the City. --------- ------------- Contractor personnel shall meet the following minimum requirements before being assigned to the CITY: a) Possess a valid hard guard registration issued by the State of California. A temporary card is not acceptable. b) Proof of IRCA eligibility, e.g., Social Security card and immigration documentation. c) Acceptable comprehensive background check relative to criminal history, including felonies, misdemeanor convictions for drugs and alcohol, convictions for violence or hate -related crimes, reckless driving, or driving while under the influence of alcohol or drugs, and driving record check, and drug screening. d) Posses a valid California Motor Vehicle Operators License. e) One (1) year of experience in security, customer service, loss control, emergency services, public safety, military service, or other related -fields. Posses valid First Aid and CPR certifications. g) Have a high school diploma or equivalent. COMPENSATION AND BENEFITS Contractor shall be required to pay all wages, salary, shift pay, taxes, and benefits pursuant to state and federal law. Contractor shall maintain accurate records of the hours worked and timesheets for each employee shall be submitted with the proper invoice. Contractor employees shall be paid in full for hours worked at the end of the pay period. AJI[ overtime shall have prior approval from the CITY before assigning overtime hours, LAWS Contractor shall comply with and shall cause all its agents and employees to observe and apply all applicable laws, ordinances, regulations, orders, and decrees in effect or which may become effective during the ten-n of the agreement. 8 1:1--mo\AgreeinentsNL)iiiN,ersaI Protection Service, LP-dbaAllied-FY22-0222,docx-jiii 101114 Of I 10 1 FEE SCHEDULE Staff Weekly'Rours Bill Rate Holiday / Q.T. Rate Securit Professionals 88 .01 $45.02 yP $30 Total lAmo\AgrecipentsNUniversal Protection Service, 1,13-dbaAllied-FY22-0222,docx-jiii 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 e;f pI am aware of the provisions of Section 3700 of the Labor Code which requires every plioyer 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 Rs Agreement, I shall not employ any person in any manner such that l 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. UNIVERSAL PROTECTION SERVICE, LP dba ALLIED UNIVERSAL SECURITY SERVICES By: Steve Claton, President, Southwest Region 10 1Acmo'Wgreemen0;,Univcr%a1 Pmtection Service, L.P-dhaAllied-FY22-0^_22.docx-jrn Date: S 1% H I lwr 3