HomeMy WebLinkAboutContract 1860 4CALLIEDUNIVERSAC
SECURITY SERVICES
•
There kr pd.
03/23/2020
Sent via Fed Ex overnight mail
Sandra Molina
Code Compliance/Development Manager
City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Hello Sandra,
Per your request, please find original signature from Allied Universal President Steve Claton on enclosed
Agreement of Services.
Thank you and stay safe during these challenging times.
Best, ,
-CY k C
Suzie Salazar
Branch Manager
777-25 Enfield Lane, Suite 150, Palm Desert CA 92211 (760)200.2865 PPO# 14417
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AGREEMENT FOR SERVICES
BY AND BETWEEN
THE CiTY OF CATHEDRAL CITY, CALIFORNIA
AND
Universal Protection Service LP a/dib Allied Universal security service
This Agreement for Services ("Agreement") is entered into as of October 31,
2019 ("Effective Date") by and between the City of Cathedral City, a municipal
corporation (°'City") and Universal Protection Services LP a/d/b Allied Universal Security
Services., a California corporation ("Service Provider"). City and Service Provider are
sometimes hereinafter individually referred to as "Party" and hereinafter collectively
referred to as the"Parties."
RECiTAi..S
A. City has sought, by [describe process used, i.e. request for qualifications,
request for quotations, request for proposals, direct negotiation, Informal quotes) the
performance of the services defined and described particularly in Section 2 of this
Agreement
8. Service Provider, following submission of a [proposal, quote, bid, etc.)for
the performance of the services defined and described particularly in Section 2 of this
Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Services Agreement and the City Manager has authority to execute
this Agreement
D. The Parties desire to formalize the selection of Service Prodder for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement of this
'Agreement, the Term of this Agreement is for one(1)year commencing on the date first
ascribed above.
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SECTION 2. SCOPE OF SERVICES&SCHEDULE OF PERFORMANCE.
(a) Sco e of Services. Service Provider agrees to perform the services set
forth in Exhibit"A°"Scope of Services"(hereinafter, the"Services" and made a part of
this Agreement by this reference.
(b) Schad le of Performemoa. The Services shall be completed pursuant to
the schedule specified in Exhibit'A.` Should the Services not be completed pursuant to
that schedule,the Service Provider shall be deemed to be In Default of this Agreement
The City, In Its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the
Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with Its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 25°Administration and Implementation"or Section 28"Amendment"of this
Agreement If end when such additional work Is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any Imitations set forth in this Agreement, City agrees to pay,
Service Provider the amounts specified In Exhibit°B""Compensation"and made a part
of this Agreement by thls reference. The total compensation, including nelnbun;ement
for actual and reasonable expenses, shall not exceed four thousand eight hundred sixty
four dollars($4,884)per month, unless addtiional compensation is approved In writing
In accordance with Section 28 "Administration and Implementation" or Section 28
"Amendment"of this Agreement
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The Invoice shall
detail charges by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-Service Provider contracts. Sub-Service Provider
charges shall be detailed by the following categories:labor,travel, materials, equipment
and supplies. if the compensation set forth In subsection (a) end Exhibit B"include
payment of labor on an hourly basis(as opposed to labor and materials being paid as a
lump sum),the labor category In each Invoice shall Include detailed descriptions of task
performed and the amount of time Incurred for or allocated to that task. City shall
Independently review each invoice submitted by the Service Provider to determine
whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement in the event that no charges or expenses are disputed,
the Invoice shall be approved and paid according to the terms set forth in subsection.
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(c) Except as to any charges for work performed or expenses Incurred by
Service Provider which are disputed by Ctty, City will use Its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice,
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to
fraud. Acceptance of any of Service Providers work by City shall not constitute a
waiver of any of the provisions of this Agreement including, but not limited to, Section
15"Indemnification"and Section 17 'insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS,
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider In the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Service Provider. Upon
completion, expiration or termination of this Agreement, Service Provider shall turn over
to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this
Agreement any maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, flies or other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement, Service Providers guarantees and warranties in Section 9 "Standard of
Performance; Familiarity With Work" of this Agreement shall not extend to such use of
the.maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS,
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
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canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative Is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address Indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors-In-Interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider Is and shall at all times remain a wholly Independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City In any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such
authority is expressly conferred under this Agreement or is otherwise expressly
conferred in wilting by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shell have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth In this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
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SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY wmi WORK,
(a) Service Provider represents and warrants that It has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit 'A° "Scope of Work°that shall also be applicable to Service
Provider's work under this Agreement. Where there Is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
(b) Service Provider warrants that (1) it has thoroughly investigated and
considered the work to be performed, (2) it has investigated the issues, regarding the
scope of services to be provided, (3) It has carefully considered how the work should be
performed, and(4)it fully understands the facilities, difficulties and restrictions attending
performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep Itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
it is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not Involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated.thereunder. Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or In part out of public funds. In this context,
"construction" includes work performed during the design and preconsstruction phases
of construction Including, but not limited to, Inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
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Service Provider shall not discriminate, in any way, in the employment of persons
to perform the Services in violation of any federal or state law prohibiting discrimination
in employment, including based on the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information,
marital status, sex, gender, gender identity, gender expression, age, sexual orientation,
of any person, except as provided under California Government Code section 12940.
SECTION 13. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of Its
firm, has or shall acquire any interest, directly or indirectly, which would =filet in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that In the
performance of this Agreement, no person having any such interest shall be employed
by it as an officer, employee, agent or subcontractor without the express written
consent of the City Manager. Service Provider agrees to at ail times avoidnflicts of
interest or the appearance of any conflicts of Interest with the interests of City in the
performance of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved In the performance of non-
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on such projects shall not be considered a conflict of Interest for purposes of this
section.
(c) City understands and acknowledges that Service Provider will perform
non-related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of Interest for purposes of this section.
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All Information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
6
considered "voluntary' provided Service Provider gives City notice of such court order
or subpoena.
(c) if Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, _pnwides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Provider for any damages, costs and fees, including attorneys fees, caused by or
Incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors, be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Service Provider or be present at any deposition,
hearing or similar proceeding. Service Provider agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests
provided by Service Provider. However,this right to review any such response does not
imply or mean the right by City to control, direct,or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification for Professional Llabillt . Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents (indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any Individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or subcontractors of Service Provider, in the performance of professional
services under this Agreement
(b) Indemnification for Other than Professional Llabiiit . Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorney's fees and costs, court costs, Interest,defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or In part, the performance of this Agreement by Service
Provider, or by any Individual or entity for which Service Provider is legally liable,
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including but not limited to officers, agents, employees or subcontractors of Service
Provider.
(c) indemnification from Subcontractors. Service Provider agrees to obtain
executed Indemnity agreements with provisions identical to those set forth in this
section from each and every subcontractor or any other person or entity involved by,
for, with or on behalf of Service Provider in the performance of this Agreement naming
the indemnified Parties as additional Indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider
agrees to be fully responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will In no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth herein is binding on the successors, assigns or heirs of
Service Provider and shall survive the termination of this Agreement or this section.
(d) Limitation of Indenmlficatlon. Notwithstanding any provision of this
section to the contrary, design professionals are required to defend and indemnify the
City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of
a design professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C° "Insurance" and
made a part of this Agreement All insurance policies shall be subject to approval by
City as to form and content These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
8
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer this Agreement or any portion of this Agreement or the performance of any
of Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or In equity, including termination of this Agreement pursuant to
Section 19 'Termination of Agreement." City acknowledges, however, that Service
Provider, in the performance of its duties pursuant to this Agreement, may utilize
subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, If any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff
and subcontractors, if any, assigned to perform the Services prfor to and during any
such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease Immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty(30)days written notice of termination to City.
(c) If either Service Provider or City fan to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Providers possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement
SECTION 20. DEFAULT.
In the event that Service Provider is In default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
9
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold ail invoices and shall, when the default is cured, proceed with payment
on the invoices. In the alternative, the City may, in Its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 19 °Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, Including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes Include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
The term and price of this Agreement shall be equitably adjusted for any delays due to
such causes.
SECTION 22. COOPERATION BY CITY.
Ali public Information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be In
writing and shall be personally delivered, or sent by teleoopier or certified mall, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lebo Guerrero
Cathedral City, CA 92234
To Service Provider. ]i l t€ LLz j€f5&(
"A/ itat ' - •
_cbaiLic'i %v\ot
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Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 24 AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations
hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27 'Amendment' and the City
Manager's contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made
in writing and approved by the Service Provider and by the City. The City Manager
shall have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Cathedral City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 28. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach Of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or
services by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
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SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Riverside, California. In the event
of litigation in a U.S. District Court, venue shall Ile exclusively in the Central District of
California, in Riverside.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding Is required to enforce or Interpret any
provision of this Agreement, the prevailing Party In such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, In
addition to any other relief to which it may be entitled.
SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits VAR through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent Jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference Into this Agreement, the terms of this Agreement shall control.
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Attachment 1
City Owned Properties (Buildings and Parks)
PRIMARY
• Panorama Park @ 28905 Avenida Maravilla
o Drive by:
Avenida Maravilla frontage.
• Peladora Road frontage.
• Calada frontage.
Tachevah Drive frontage.
o Drive through:
Park parking lot.
• All aisles.
o Walk through:
• Park area (when time allows).
o Clear and lock:
Restrooms.
o Document times.
• Dennis Keat Soccer Park @ 69400 30th Avenue.
o Drive by:
30th Avenue frontage.
Santoro frontage.
• Tortuga frontage.
o Drive through:
• Park parking lot.
o Clear and lock:
Restrooms.
o Document times.
Century Park @ 30555 Da Vail Drive.
o Drive by:
• Da Vall Drive frontage.
Century Park Drive frontage.
Page 1 of 6
Foxborough Drive frontage.
Rochester Road frontage.
o Drive through:
Park parking lot.
o Walk through:
Park area (when time allows).
o Clear and lock:
• Restrooms.
o Document times.
Ocotillo Park @ 33300 Moreno Road.
o Drive by:
■ Moreno Road frontage.
Ocotillo Road frontage.
Via De Anza frontage.
o Drivethrough:
Park parking lot.
o Walk through:
Park area (when time allows)
o Clear and lock:
▪ Restrooms.
o Document times.
• Cathedral City Community Amphitheater (under construction) @ NE corner
of Cathedral Canyon/Avenida Lalo Guerrero.
o Drive by:
Cathedral Canyon frontage.
Avenida Lalo Guerrero frontage.
o Walk through:
Park area.
▪ Stage area.
o Clear and lock:
Restrooms (when construction is completed).
Park gate (when construction is completed).
o Document times.
Page 2 of 6
SECONDARY
City Yard/Public Works @ 68385 Kieley Rd.
o Drive by:
■ Kieley frontage.
• Alley frontage.
o Document times.
• Senior Center @ 37171 West Buddy Rogers Ave.
o Drive by:
w West Buddy Rogers frontage.
• A Street frontage.
o Document times.
• Parking Structure @ 68592 Avenida Lalo Guerrero.
o Drive through:
w all aisles.
▪ all floors.
o Drive by:
▪ Avenida Lab Guerrero frontage.
• Officer David Vasquez frontage.
• City parking lot frontage.
o Document times.
ti City Hall/ Police Department @ 68700 Avenida Lalo Guerrero.
o Drive by:
Avenida Lalo Guerrero frontage.
Officer David Vasquez frontage.
R Pickfair frontage.
■ Rear City parking lot.
o Walk through:
Foyer between City Hall and Police Department.
o Document times.
Fountain of Life @ 68718 Avenida Lalo Guerrero.
o Drive by:
Avenida Lalo Guerrero frontage.
Page 3 of 6
W. Buddy Rogers frontage.
• Buddy Rogers frontage.
• Pickfair frontage.
o Walk through:
Fountain of Life area.
o Document times.
• Fire Station 411 (current address) @ 36913 Date Palm Drive.
o Drive by:
• Date Palm Drive frontage.
Buddy Rodgers frontage.
o Document times.
• Fire Station 412/Fire Administration @ 32100 Desert Vista Road.
o Drive by:
• Desert Vista Road frontage.
• Cielo Vista Road frontage.
• Abutting alley frontage on the north of property.
o Document times.
• Fire Station 413 @ 27610 Landau Blvd.
o Drive by:
• Landau Blvd. frontage.
• Madrid Road frontage.
o Document times.
t Cathedral City Library @33520 Date Palm Drive and Patriot Park @ 33800
Date Palm Drive.
o Drive by:
• Dinah Shore frontage.
• Date Palm Drive frontage.
• Dave Kelley Road frontage.
o Drivethrough:
• Library parking lot
All aisles.
o Walk through:
Around the library building.
Page 4 of 6
o Document times.
• CV Link located along west bank of Whitewater River Channel between
Ramon Road and Vista Chino.
o Drive by:
Ramon Road entrance.
Vista Chino entrance.
■ Chia Place entrance.
o Walk along:
• Trail (when time allows).
o Document times and locations.
• 2"d Street Park(currently construction area) @ 68890 Buddy Rogers Ave.
o Drive by:
Buddy Rodgers Ave. frontage.
o Walk through:
Park(when time allows).
o Document times.
Dog Park @ 68798 Buddy Rogers Avenue.
o Drive by:
Buddy Rodgers frontage.
o Drive through:
Parking lot.
o Document times.
• Memorial Park @ 68600 Officer Dave Vasquez at SE corner of Cathedral
Canyon.
o Drive by:
■ Cathedral Canyon Drive frontage.
Officer David Vasquez Road.
o Document times.
• City bldg. and bone yard @36660 Cathedral Canyon Drive abutting north of
Cathedral City Community Ampitheater.
o Drive by:
Cathedral Canyon Drive frontage.
Page 5 of 6
o Drive through:
Parking lot.
o Document times.
(future dog park) @ NE corner of Cathedral Canyon/D Street
• (future) Dream Homes Park @ east of San Diego Dr./w of Whitewater River
Channel.
Page 6 of 6
Attachment A-�--
Scope of Work for STVR Security Services
1. The first and highest priority is to immediately respond to calls from the STVR Hotline
from resident complaints:
a. The responding Allied Universal officer shall document the violations of the code,
if any,and issue a citation if the conditions warrant per the Field Protocol
provided by the City.
b. Allied Universal will document all findings related to the call including, as
appropriate, observations, decibel readings, photos and any other evidence to
document the presence or absence of a violation.
c. Documentation will be provided to Cathedral City Code Enforcement on at least
a weekly basis.
d. Initially Allied Universal will provide services on Thursday, Friday and Saturday
evenings from 6:00 pm to 2:00 am and from 10:00 am until 8:00 pm on Sundays.
Other days and times may be covered as requested and will be billed at the
quoted hourly rates.
2. During times when no complaints are being investigated the officer on duty will patrol
the list of permitted STVR properties provided by the City and identify any violations and
process and document as noted above.
3. In addition to items 1 and 2 above, when there are not calls for service the officer will
patrol City facilities to note any security lapses,vandalism, unpermitted persons on site,
and any other security concerns and will contact the Cathedral City police as necessary.
The following facilities will be patrolled:
a. The Public Works yard
b. Panorama Park •
c. Century Park
d. Ocotillo Park
e. The Cathedral City Community Amphitheater
f. Patriot Park
g. Cathedral City Library
h. City Hall and adjacent parking structure
i. Fountain of Life
j. As soon as possible after 10:00 pm the officer will visit the parks with restroom
facilities and confirm the restrooms are empty and make sure the doors are
locked.
4. The Code Compliance Manager may assign Allied Universal to investigate any other code
cases for possible documentation of violations as time permits.
5. Other duties as requested.
EXHIBIT"A"
to Agreement Betvreen
Allied Udveraal
and
Cathedral Gab`
LOCATIONS FOR SECURI'T'Y SERVICES PROVIDED BY
Allied Universal
Desert Cities
Spedfy for T
iT
each Schedule of Coverage
location:
Roma
1. 48-700 Avenido Laic Guano, CathedralCity CA Unarmed 40
92294
2.
3.
Deseripties of Services:
The Services Allied Universal will provide Client pursuant to this Agreement aret
• Security professional is to perform assigned duties of patrolling and observing the above location(s) as directed by Client
• Any unusual incidents detected or reported will be reported to Client via the designated Client oontect. An incident report will be
filled out d a copy will be forwarded to Client The Security professional creating the report will be available to explain the incident
report during their shift.
• The Security professional will also report criminal activity and/or visible hazards observed and/or reported while on post.
The Via), day(s)and time(s) listed in this Eaubilh,may not be altered by Client, unless mutually agreed upon in writing, and signed by the
parties. The scope of services does not include any structures,parking lots,appurtenances, or nearby areas not specifically listed in herein.
Exhibit A p.
dit
LL-IESUNIvERsAI
EXHIBIT"B"
le Agreement Between
Allied Universal
and
Calhednlciity
BILLING RATES
The initial Billing Rates for the Services shall be as follows:
i,r E3iIl R��'e Hol M011:I14Y
HOU -=; 0.T R:1:t,
Security Officer 40 $21.09 . $31.63 $3,665
Vehicle
$199
Hella us Included
TOTAL 40 $4.864 _
ND'IEj 5 eclr i event securi , nee ds 72 h our nofloe mid be blled at regular bU _rate.Less than 72 hour notice be belle d at OT bW
tom+
ndud a r. In Bial hate:
• Officer Wage+Payroll Taxes IFICA.SUTA&FUTA1
• Bgneftts fill Accordance with AU Polk. Medical Dental%Vision Tenure Bonus etc
• Aram
• 7 Holidays Paid ]..5x standard wage
• CA Slckl.eauel24 hours Haid time offs
• Training(Alt training reaulsites outlined in RFP)
• Additional Flex officers to Cover Scheduled and Unscheduled Call-Offs
• Experienced Management Team (Client Manager+Operations Manager)
• District Su . ort Team!Recruiter Trainer_HR Mans.er
• Uniforms&Uniform_Reolacpments as Needed
• HELIAUS GPS-Based Re, or tine Platform INGuard Tour Patrorj
Additional Notes:
• Mutually agreed-upon merit increases will result in a Bill Rate increase.
*Requested Overtime:With requests for a specific c individual to work more than their Overtime Limit for any special reason,regardless of the notice
provided and provided that the individual is able to accommodate, only the overtime impact for that individual will be bayed. An individual's
Overtime Limit may be a weekly(e.g.40 hours)or daily limit(e.g.8 home)depending on the location. Example,in a location where 40 hours per
week is the Overtime L "We need Officer Smith to stay two extra hours at the end of his shift to help with a special project" The additional two
hours will only be billed at the overtime rate if those hours exceed the Overtime Limit of 40 hours per week.
1. ADDITIONAL BILLING TERMSEX1RA SERVICE REt JES18. Requests received with less then 5 business days' notice will be billed at
Exhibit B p.1
A:SIE$UNIVEkSAL
the overtime rate. The overtime rate for such additional services will continue to apply with this Agreement is amended in writing to provide for
the increase in base hours.
2. The holiday billing rale shall be used for all work performed on New Year's Day,Presidents Day,Memorial Day,Independence Day,Libor Day,
Thanksgiving Day and Christmas Day or by applicable collective bargaining agreement.
3. A labor stelae or other emergency situation that c testes a working environmad for scanty professionals that is more hairdous than the normal
condition under this Agreement will be cause to negotiate a temporary billing rate for modified services.
4. Allied Universal shall be compensated for all time including preparation, travel to/from,and actual time spent in any court of law,judicial,
quasi-judicial or other proceeding,mediation, deposition,arbitration to which Allied Universal is subpoenaed or agrees to appear,arising out of,
or relating to,this Agreement at the rate of $125.00 per bow,for director or manager and$65.00 pa hour for all other employees in addition to
reasonable costs and expenses incurred.This paragraph will survive the termination of this Agreement
Exhibit Bp.2
'Ll1EOUM$MERSAl
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first-above written.
CITY OF CATHEDRAL CITY Allied Universal Security Services
t‘:41.,. 4.44 '
Charles P. McClendon By:
City Manager Its: Pis AI—,
AT1EST: ,- --
ATTEST:
By:
Its:
Tracey R. Martinez
City Clerk
APPROVED AS TO FORM
Eric S.Vali
City Attorney
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
13
EXHIBIT"C"
INSURANCE
A. Insurance Re:q_uirements. Service Provider shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement,
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Services by Service Provider, its agents,
representatives or employees. Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
1. Minimum Scot>e of Insurance. Coverage shall be at least as broad
as:
(1) Commercial General Liability. Insurance Services Office
form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers' Compensation. Workers' Compensation insurance
as required by the Labor Code of State of California covering all persons providing
Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
(4) Professional Liabilii,. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written on a
"claims made" basis, and must include coverage for contractual liability. The
professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon, arising out of or related to Services performed under
this Agreement. The insurance must be maintained for at least three (3) consecutive
years following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period, Service Provider shall annually
and upon request of the City submit written evidence of this continuous coverage.
2. Minimum_Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liabilit,. $1,000,000 general
aggregate for bodily injury, personal injury and property damage.
(2) Automobile. $1,000,000 per accident for bodily injury and
property damage. A combined single limit policy with aggregate limits in an amount of
C-1
not less than $2,000,000 shall be considered equivalent to the said required minimum
limits set forth above.
(3) Workers'_ Comi,ensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence.
(4) Professional Liability. $1,000,000 per occurrence.
B. Other Provisions, Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials,or employees.
(2) Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
(3) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
(4) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers,
C-2
3. Workers' Compensation Covera.e. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "Cu. The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1, Service Provider shall furnish certificates and endorsements from
each sub-contractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers, or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Providers liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement,
C-3