HomeMy WebLinkAboutContracts & Agreements_126-2024AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of custody services ("Agreement") is made and entered
in this 18th day ofJune, 2024 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City)" and Universal Protection Service, LP a California limited Partnership, dba
Allied Universal Security Services, ("Contractor"). City and Contractor are sometimes
individually referred to herein as a "Party" and, together, as "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 perform custody 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 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 State prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Wil Goff, Commander, 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 "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of three-year period commencing July 1,
2024 and ending June 30, 2027, unless terminated earlier as provided herein.
4.3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
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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 total annual compensation for Contractor's performance of the Services shall not
exceed the amount of two hundred ninety four thousand two hundred thirty dollars and
forty eight cents ($294,230.48) during fiscal year 2024-2025; three hundred four thousand
five hundred twelve dollars and eighty nine cents ($304,512.89) during fiscal year 2025-
2026; and three hundred fifteen thousand one hundred forty seven dollars and ninety eight
cents ($315,147.98) during fiscal year 2026-2027, bringing the total compensation amount
not -to -exceed nine hundred thirteen thousand eight hundred ninety one dollars and thirty
five cents ($913,891.35). City shall pay Contractor on a time and materials basis up to each
not to exceed amount in accordance with Exhibit "C," titled "Rate Schedule," attached
hereto and incorporated herein by reference. Anything to the contrary notwithstanding, the
not -to -exceed amounts set forth herein shall be subject to automatic increase in the amount
of all rate increases effectuated pursuant to Section 5.4 below.
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:
CITY
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
Fax: (909) 798-7535
CONTRACTOR
Erik Fields, Regional Vice President
Universal Protection Service, LP dba
Allied Universal Security Services
1700 Iowa Avenue, Suite 100
Riverside, CA 92507
Email: Erik.Fields@aus.com
Phone: (714) 269-9167
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5.4 Anything to the contrary notwithstanding, in the event that Contractor experiences an
increase in its costs resulting from any increase, whether or not anticipated, in or resulting
from: (1) Federal, state or local taxes, levies, or required withholdings imposed or assessed
on amounts payable to and/or by Contractor hereunder or by or in respect of Contractor to
its personnel; (2) Federal, state or local minimum wage rates, mandated paid time off
and/or sick leave, changes in overtime wage regulations, uniform maintenance expenses or
other required employee allowances, licensing fees, or wage, medical, welfare and other
benefit costs under collective bargaining agreements; and/or (3) costs related to medical
and/or welfare benefits and other requirements, including without limitation costs incurred
by Contractor pursuant to applicable federal, state and/or local law, the billing rates set
forth Exhibit "C," titled "Rate Schedule," shall be increased by a percentage equal to the
percentage increase in Contractor's costs resulting from the items set forth in this Section
5.4. Contractor will provide the City notice of such change in the billing rates.
Notwithstanding anything to the contrary, Contractor may pass through the costs set forth
in this Section 5.4 to the City as incurred or accrued and the City shall pay Contractor for
such costs.
AR'I"ICLE 6 - INSURANCE AND INDEMNJTWA:1`l0t
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 "D"
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 five million dollars ($5,000,000) per occurrence and five million
dollars ($5,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be included as an additional insured, to the extent of the
negligent acts or omissions by Contractor, or its officers, employees and agents in
performing the Services and up to the required insurance coverage amount and up to
the required insurance coverage amount. Coverage of the City as an additional insured
may be provided by a blanket endorsement that covers additional insureds where
required by written contract. Such insurance shall be primary and non-contributing to
any insurance or self-insurance maintained by City.
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C. Business Auto Liability coverage, with minimum limits of five million dollars
($5,000,000) 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 included as an additional insured,
to the extent of the negligent acts or omissions by Contractor, or its officers, employees
and agents in performing the Services and up to the required insurance coverage amount.
Coverage of the City as an additional insured may be provided by a blanket endorsement
that covers additional insureds where required by written contract. Such insurance shall
be primary and non-contributing to any insurance or self- insurance maintained by City.
D. Contractor hereby agrees to waive rights of subrogation which any insurer of
Contractor may acquire from Contractor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver
of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of
subrogation in favor of the Entity for all work performed by the Contractor, its
employees, agents and subcontractors.
6.2 Contractor shall defend, indemnify and hold harmless City and its elected 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 to the extent
caused 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 the 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.
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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 Government Code
section 87302.
7.3 In the event City officially 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.
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 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 terminate. This
Agreement may be terminated by Contractor, in its sole discretion, by providing not less
than ninety (90) days prior written notice to City of Contractor's intent to terminate If this
Agreement is terminated by either Party as provided herein, 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
he adjusted to the extent of any additional costs to City occasioned by any default by
Contractor. Upon receipt of a termination notice, in the event of termination by City, or
upon the effective date of termination, in the event oftermination by Contractor, Contractor
shall discontinue its provision of the Services. Within five (5) days after the date of the
termination notice, in the event of termination by City, or five (5) days after the effective
date of termination, in the event of termination by Contractor, Contractor shall 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
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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 is entered into solely for the mutual benefit of the Parties hereto and no
benefits, rights, duties or obligations are intended or created by this Agreement as to any
third parties.
8.8 This Agreement shall be governed by and construed in accordance with the law 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.
8.9 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.
[Signatures on next page]
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IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in
confirmation of this Agreement.
CITY OF REDLANDS
By:
Eddie Tejeda, Mayor
ATTEST:
By:1•
ne Donaldson, City Clerk
UNIVERSAL PROTECTION SERVICE, LP
DBA ALLIED UNIVERSAL SECURITY
SERVICES
By:
Erik Fields, Regional Vice President
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EXHIBIT "A"
SCOPE OF SERVICES
In accordance with the Professional Services Agreement between the City of Redlands ("City")
and Universal Protection Service, LP dba Allied Universal Security Services ("Contractor"),
Contractor shall:
1. Furnish City with professional, uniformed jail custodial personnel, 18 years of age and
older, licensed to legally operate a vehicle in California, to operate the custody facility
located at 1270 W. Park Avenue, Redlands, on a one (1) person schedule based on staffing
needs established by the Police Department. Occasionally, overtime will be available to
Custody Officers when they are required to stay longer than their designated shift.
Currently, the department staffs custody services for 24 hours per day, 7 days per week.
The contractor shall fill any vacancies created by sickness, vacations, required training, etc.
Uniforms shall be furnished and uniform upkeep shall be maintained by the contractor.
2. Furnish the Police Department with a copy of all background investigations performed on
all personnel assigned to fulfill this agreement. Background investigations shall include: 7-
year employer review and history 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.
3. Furnish the Police Department with a copy of certificates or other documentation showing
that personnel assigned to fulfill this assignment have successfully completed the following
required training, furnished at the contractor's expense:
a. American Red Cross First Aid course, including CPR.
4. Comply with all Federal and State laws for the operation of jail facilities and maintain a
thorough working knowledge of and comply with, Title 15 of the California Code of
Regulations. In addition, all contract personnel assigned to fulfill this assignment shall be
required to read applicable chapters of the Redlands Police Department Policy Manual
pertaining to Title 15 and the Jail Procedure Manual.
5. Maintain a thorough working knowledge of, and comply with, all sections of the Redlands
Police Department Jail Procedure Manual pertaining to custodial duties and jail operations.
All contract personnel assigned to fulfill this assignment shall be required to read
applicable chapters of this manual in full. The contractor shall be provided with one copy
of the required manual.
6. Perform duties under the guidelines established in the Redlands Police Department Policy
Manual and Jail Procedure Manual relating to the custody and transportation of prisoners,
including but not limited to:
a. Transportation of prisoners from field locations to the jail facility using assigned,
department owned, vehicles;
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b. Assume all responsibilities for the care and processing of prisoners that would
otherwise be relegated to the arresting or booking officers relating to prisoner
custody and housing;
c. Complete booking of prisoners;
d. Mandated inspections of the jail facility and persons detained therein;
e. Evaluate prisoners for criteria relating to:
i. Admittance to the jail facility;
ii. Segregation of prisoners;
iii. Need for medical attention;
iv. Feeding schedules and serving of meals;
f. Produce reports relating to incidents they witness or are involved in;
g. Notification of Police Department supervisors;
h. Booking of property into evidence;
i. Fingerprinting applicants and registrants;
j. Testifying in court and/or administrative hearings;
k. Accept bail bonds and release prisoners;
1. Transportation of prisoners from the jail facility to other locations:
i. County Jail;
ii. Ward-B;
iii. Hospital; and
iv. Other locations as determined by Police Department supervisory
personnel.
7. Comply with the lawful orders directed by any city employee having supervisorial
responsibilities over the lockup.
8. Comply with minimum pre -service training standards and requirements for all contract
personnel assigned to fulfill this assignment. Training conducted by the Police Department
shall include, but is not limited to: CLETS/NCIC, Spillman Records Management and
Booking System, report writing, and City/Department Customer Service Policy. Contractor
shall make contract personnel available, at the contractor's expense, in meeting this
requirement.
9. Comply with in-service training standards and requirements for all contract personnel
assigned to fulfill this Agreement. Contractor shall make contract personnel available, at
Contractor's expense, in meeting this requirement.
10. Contract personnel are prohibited from carrying a firearm while on -duty with the City.
The City Shall:
1. Furnish the contractor and contract personnel assigned to fulfill this assignment with one
(1) copy of the Redlands Police Department Policy Manual Custody Chapter and Jail
Procedure Manual;
2. Furnish all contract personnel assigned to fulfill this assignment the minimum training in
CLETS, as required by the Department of Justice. Training may be conducted one-on-one
or in a group format depending on training needs and number of personnel;
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3. Approve, reject and/or dismiss contract personnel assigned to fulfill this assignment. The
City shall provide written notification to the contractor upon the rejection or dismissal of
contract personnel. The City shall not reject or dismiss contract personnel without cause,
and shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap,
ethnic background or country of origin;
4. Supervise and direct contract personnel assigned to fulfill this Agreement. The City
assumes the risk and responsibility of Contractor's employees in the event the City takes
direct control or supervision of a Contractor's employee by requiring the employee to
perform contrary to this Agreement or to not perform the duties as contemplated by this
Agreement, City, at the City's expense, retains the right to:
a. Fingerprint and photograph contract personnel;
b. Obtain criminal history records on assigned personnel;
c. Verify background information and assigned employee's driver's license status;
and
d. Discuss contractual agreement with other law enforcement agencies.
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EXHIBIT "B"
PROJECT SCHEDULE
Custody officers will be scheduled at the discretion of the Redlands Police Department, but will
generally be staffed for twenty-four (24) hours per day each day of the week.
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EXHIBIT "C"
Rate Schedule
The regular hourly rate, non -holiday for the Unarmed Supervisor Custody Officer will be billed at
a rate of $35.74 per hour for fiscal year 2024-2025; $36.99 per hour for fiscal year 2025-2026; and
$38.28 per hour for fiscal year 2026-2027.
Holiday hours and overtime for the Unarmed Supervisor Custody Officer will be billed at the rate
of $53.61 per hour for fiscal year 2024-2025; $55.49 per hour for fiscal year 2025-2026; and
$57.42 per hour for fiscal year 2026-2027.
The regular hourly rate, non -holiday for the Unarmed Security Custody Officer will be billed at a
rate of $32.63 per hour for fiscal year 2024-2025; $33.77 per hour for fiscal year 2025-2026; and
$34.95 per hour for fiscal year 2026-2027.
Holiday hours and overtime for the Unarmed Security Custody Officer will be billed at the rate of
$48.95 per hour for fiscal year 2024-2025; $50.66 per hour for fiscal year 2025-2026; and $52.43
per hour for fiscal year 2026-2027.
Contractor recognizes seven holidays per year.
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EXHIBIT "D"
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
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.
UNIVERSAL PROTECTION SERVICE, LP
DBA ALLIED UNIVERSAL SECURITY SERVICES
yrf
By:
Erik Fields, Regional Vice President
Date: �,)20ail
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