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HomeMy WebLinkAboutItem No. 11 - Amend. No. 1 PSA Securitas Security Launch Pointe RV ResortCity Council Agenda Report City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 21-321 Agenda Date: 9/14/2021 Status: Approval FinalVersion: 1 File Type: Council Consent Calendar In Control: City Council / Successor Agency Agenda Number: 11) Amendment No. 1 to the Professional Services Agreement with Securitas Security Services USA, Inc. for Security Services at Launch Pointe RV Resort Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Securitas Security Services USA, Inc. for Security Patrol Services at Launch Pointe RV Resort in an amount not to exceed $150,000 plus a 10% contingency for unforeseen additional security needs in such final form as approved by the City Attorney. Page 1 City of Lake Elsinore Printed on 9/9/2021 REPORT TO CITY COUNCIL To: Honorable Mayor and Members of the City Council From: Jason Simpson, City Manager Prepared by: Beau Davis, Assistant Community Services Director Date: September 14, 2021 Subject: Amendment No. 1 to the Professional Services Agreement with Securitas Security Services USA, Inc. for Security Services at Launch Pointe RV Resort Recommendation Approve and authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Securitas Security Services USA, Inc. for Security Patrol Services at Launch Pointe RV Resort in an amount not to exceed $150,000 plus a 10% contingency for unforeseen additional security needs in such final form as approved by the City Attorney. Background Launch Pointe Recreation Destination and RV Park includes higher-end finishes and amenities to attract visitors and events from local areas. It is necessary to utilize security patrol services throughout the park overnight to protect from theft and vandalism. Unfortunately, threats facing this facility daily can severely impede intended operational uses and directly escalate City costs. City. The implementation of electronic security, controlled gate and door access, and surveillance camera capabilities have proven to be a highly effective deterrent. In October 2020, the City entered into a long-term agreement with Securitas Security Services USA, Inc. to provide patrol services at the campground. Continuation of these patrol services will be necessary through this Professional Services Agreement. With the rising wages and demands of high park occupancy, the 2020 agreement must be amended to account for the increased costs and demands. Discussion Securitas Security Services USA, Inc. provides security patrol services and capabilities tailored to the City’s precise needs to help prevent incidents from happening. The work is overnight at $24.09 per hour and runs about $13,000 a month on an as-needed basis. Security Patrol Services – Amendment September 14, 2021 Page 2 Fiscal Impact The Funding for the security is included in Launch Pointe’s annual operating budget. Exhibits A – Amendment 1 B – Securitas Proposal C – Original Agreement AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES Securitas Security Services USA, Inc. Security for Launch Pointe RV Park This Amendment No. 1 to Agreement for Professional Services is made and entered into as of 7/1/2021, by and between the City of Lake Elsinore, a municipal corporation (“City), and Securitas Security Services USA, Inc., a corporation (“Consultant”). RECITALS A. The City and Consultant have entered into that certain Agreement for Professional Services dated as of 10/13/2020, (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for annual compensation to Consultant in an amount of One Hundred Thousand dollars ($100,000.00). C. The Original Agreement had a term of eight (8) months, commencing on 10/13/2020 and ending on 6/30/2021. D. The parties now desire to extend the term, amend the scope of services and increase the payment for such services as set forth in this Amendment No 1. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Consultant agree as follows: 1. Section 1, Scope of Services, of the Original Agreement is hereby amended to add the following: Consultant shall also perform the services described in Consultant’s 7/27/2021 Proposal (attached to this Amendment No. 1 as Exhibit A- 1). Consultant shall provide such services at the time, place, and in the manner specified in Exhibit A-1, subject to the direction of the City through its staff that it may provide from time to time. 2. Section 2, Term, of the Original Agreement is hereby amended to read in its entirety as follows: Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on October 12, 2020 and ending June 30, 2022. The City may, at its sole discretion, extend the term of this Agreement on a 12- month basis not to exceed 1 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 3. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows: Commencing July 1, 2021, compensation to be paid to Consultant shall be in accordance with the Schedule of Charges set forth in Consultant’s Proposal (referenced collectively as Exhibit A-1 Amendment No. 1). In no event shall Consultant’s compensation related to Exhibit A-1 to Amendment No. 1 exceed One Hundred and Fifty Thousand dollars and zero cents ($150,000.00) without additional written authorization from the City Council. Annual compensation during each renewal term, if any, shall not exceed One Hundred and Fifty Thousand Dollars and zero cents ($150,000.00). Notwithstanding any provision of Consultant’s Proposal to the contrary, out of pocket expenses set forth in Exhibit A-1 respectively, shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation “CONSULTANT” Securitas Security Services USA, Inc., a corporation. City Manager Date: Niko Sirios Date: __ ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Director of Administrative Services Attachments: Exhibit A-1 – Consultant’s Proposal EXHIBIT A-1 CONSULTANT’S PROPOSAL [ATTACHED] PRICING PROPOSAL PRICING IS FOR 115 HOURS PER W EEK Position Per Hour Rate Overtime / Holiday Rate Security Officer $24.09 $36.14 Estimated Annual Cost $145,175.51 *Quote good for 60 days. Bill rates include the following items:  Subsidized ACA compliant medical plans through Anthem including vision and dental insurance  Site-specific written test based on post orders and client policies.  Weekly Field Supervisor Inspections  Recruitment, background screening and hiring costs.  Employee wages, payroll taxes and insurance.  Excellence in Service performance recognition program. o Branch award qualification for Officer of the Month, Officer of the Quarter and Officer of the Year. o Customized award program - $100 monthly recognition  Free life insurance - $5000  Complete uniforms for each season, including replacements as needed at no cost to the associate.  Introductory, pre-assignment and paid on-site training.  Learning Management System to track completed courses and test scores.  Monthly service review and planning meetings with local branch manager.  Computer-based post orders, including client emergency response procedures uploaded to Vision  24-hour National Communications Center.  Department of Homeland Security SAFETY Act Designation Direct Billed Items – Any additional required equipment that is not outlined in this document. Holiday pay for all officers applies on the following nine (9) holidays: Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Friday After Thanksgiving, Christmas Day and New Year’s Day uva,u�iyn uivciuNc �u. uauccr�uv-u�c�.--r i iv-ovuu-u� vur��c�.�uoi AGREEMENT FOR PROFESSIONAL SERVICES Securitas Security Services USA, Inc. Security for Launch Pointe RV Park This Agreement for Professional Services (the "Agreement") is made and entered into as of October 13, 2020, by and between the City of Lake Elsinore, a municipal corporation ("City") and Securitas Security Services USA, Inc. ("Contractor") RECITALS A. The City has determined that it requires the following professional services: Day and Evening/ Overnight Security for Launch Pointe RV Park B. Consultant has submitted to City a proposal, dated June 4, 2020, attached hereto as Exhibit A ("Consultant's Proposal") and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement. C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein. D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement. AGREEMENT 1. Scope of Services. Consultant shall perform the services described in Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant's Proposal, subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant's Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager. C. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect for a period commencing on October 13, 2ec36568-40db-4314-97e6-0730dd31aa99 Page 1 uvuuuiyi i u ivciuNc iu. voucanuv-uucv--r i i v-ovu..+-u � vunoc-r.�uo � 2020 and ending June 30, 2021. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed 2 additional twelve (12) month renewal terms by giving written notice thereof to Consultant not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's annual compensation exceed $100,000.00 (One Hundred Thousand and no cents per fiscal year) without additional written authorization from the City. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Consultant shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Consultant's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Consultant provides services. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff. 5. Background Checks. At any time during the term of this Agreement, the City reserves the right to make an independent investigation into the background of Consultant's personnel who perform work required by this Agreement, including but not limited to their references, character, address history, past employment, education, social security number validation, and criminal or police records, for the purpose of confirming that such personnel are lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons or property in and around the vicinity of where the services will be rendered or City Hall. If the City makes a reasonable determination that any of Consultant's prospective or then current personnel is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not use that personnel to perform work required by this Agreement, and if necessary, shall replace him or her with a suitable worker. 6. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. Page 2 vuu-VII uivcwNc iu. 1 1 -- -uI uu---I 7. Plans tudues, Documents. a. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City shall have sole determination of the public's rights to documents under the Public Records Act, and any third - party requests of Consultant shall be immediately referred to City, without any other actions by Consultant. b. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. C. Canfidentiallity. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 8. Consultant's Books and Records. a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. Page 3 b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor -in -interest. 9. Independent Contractor. a. Consultant is and shall at all times remain as to the City a wholly independent contractor pursuant to California Labor Code Section 3353. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary and except for the fees paid to Consultant as provided in the Agreement, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 11. Interests of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered Page 4 u�w.,�yn u�vciuNc �u. �auccrru�.-uvcv--ri ��.-uvuu-ur vu�oc�uuor by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant 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. Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant: a. will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 12. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise. 13. Complance with Laws. a. Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder, including any rule, regulation or bylaw governing the conduct or performance of Consultant and/or its employees, officers, or board members. b. Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement, including a City business license. 14. Licenses. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license. 15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of Page 5 uwu.aiyn uivciuNc iu. ua.rccnuv-uvcv-�i iv-ovuu-u� vunoc-ruvo� law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 16. Insurance Requitement-s. a. Insurance. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General LiablRy Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. Page 6 uwuuiyn uwcwNc iu.. vouccr�uv-uvcv--ri iv-ov�a-u�vur�oc-r.�uai iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement may be attached limiting the coverage. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance appropriate for Consultant's profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's services under this Agreement, whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims -made annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the following specific language: i. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers' Compensation, shall bear an endorsement whereby it is provided that, the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager and City Attorney, are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self -insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. Page 7 ✓V U—veI LI IVGIUFIG 1✓. UJJLLI"1U V—✓VL V—'Y I I V—JVUJ—UI V✓l1JLYJU c. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self -insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Consultant: Securitas Security Services USA, Inc. Attn: Accounts Payable 27450 YNEZ ROAD #315 Temecula, CA 92591 18. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 20. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. Page 8 vuuu.�iyn uiv ciuNc iu. uouccr�u v-uvcv-� i iu-uvuu-u� �ur�oc-tauoi 21. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 22. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 23. Equal Opportunitv Em to ment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Prevailing Wades. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages under California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 25. SeverabiL!y. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 26. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 27. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to Page 9 ✓VVVVIIj. II LI IVGIV'IG I✓. VJJGLl1V V-✓VG V'Y I I V'- -VI ---of make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non - monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 28. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 29. Entire Agreement: Incorporation: Conflict. This Agreement contains the entire understanding between the parties relating to the obligations described herein. All prior or contemporaneous understandings, agreements, representations and statements, oral or written, are superseded in total by this Agreement and shall be of no further force or effect. Consultant's Proposal is incorporated only for the description of the scope of services and/or the schedule of performance and no other terms and conditions from such proposal shall apply to this Agreement unless specifically agreed to in writing. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant's Proposal. 30. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. [Signatures on next page] Page 10 —uu—v IILI Iv61upvIV. VpJGLI'9V V-uVc V-'11 IV-JVV—I VUP90L —I IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. City of Lake Elsinore "CITY" CITY OF LAKE ELSINORE, a municipal corporation F'DocuSiyneri by: OranTig, City Manager ATTEST: C1ocu5igned by: City erk APPROVED AS TO FORM. DocuSigned by: �a�L:a2� f.liLi�LA City Attorney rS DocuSignecl by: V. t R'snagdr Attachments: Exhibit A — Consultant's Proposal "CONSULTANT" Securitas Security Services USA, Inc., a security services, monitoring, consulting and investigation group. LDocuSigned by: Sivtes IL By: Niko Sirios Its: District Manager Page 11 ✓VVU✓Illl LIIVGIVFIG 1✓. VJJGLlIUV'✓VL V'Y I I V'JVVJ�V I U✓lIJL�J VJ/ EXHIBIT A CONSULTANT'S PROPOSAL [ATTACHED] EXHIBIT B V UUUVII,II LIIVGIUFIG 1✓. VJJLGlIV V-✓VG V-Y I I V-JVVJ-VI VVI'IJLYJ VJI Exhibit A Scope of Work Site Security Services — City of Lake Elsinore & Securitas Security Services, USA, Inc. 1. SCOPE The Contractor shall furnish all the necessary licensed and bonded personnel, materials, services, and shall also perform additional services as requested or required, to perform all site security services as set forth below. Site security services shall be provided as needed for 77 hours per week. ys per week (24/7), and 365 days per year. Please review the attached map for details regarding building locations included in this Scope of Work. The Contractor shall furnish all contract oversight management, supervision and technically trained, licensed personnel to provide routine and emergency site security protection and support services as requested or requited for The City of Lake Elsinore's employees, contractors, visitors, and customers. These services include, but are not limited to: patrol, entry control, parking and traffic control. Prior to assigning them to perform the site security services at The City of Lake Elsinore, Contractor shall perform a thorough background check on all security officers and shall not assign any security officers to perform the site security services if any information disclosed in such background check reveals a criminal conviction or otherwise indicates that such person, in any way, might not perform the site security services in accordance with the standards applicable under this Contract. Security officers shall be unarmed Contractor's employees who conduct security duties at The City of Lake Elsinore facilities. Service Location: City of Lake Elsinore 32040 Riverside Dr Lake Elsinore, CA 92530 Billing Rates: $24.09 Straight Rate $36.14 Over Time/Holiday Billing RATES include the following: • Recruitment, background screening and hiring costs. • Employee wages, payroll taxes and insurance. • In accordance with the ACA, the opportunity for all eligible employees to enroll in a subsidized ACA compliant Bronze medical plan • Excellence in Service performance recognition program • Branch award qualification for Officer of the Month, Officer of the Quarter and Officer of the Year • Free life insurance and paid vacations: • Complete uniforms for each season, including replacements as needed • Introductory, pre -assignment and paid on -site training • Advanced Certification Training 1, 2 and 3 with e-learning technology CONFIDENTIAL UVVUUII,. II LIIY OIVF/O IU. UJJLGIIV V-UVLV41 1 V-JVVJ-VI VUPIJGYJVJI Learning Management System to track completed courses and test scores. • Monthly service review and planning meetings with local branch manager. • Computer -based post orders, including client emergency response procedures. ■ Site -specific written test based on post orders and client policies. • 24-hour National Communications Center. • Department of Homeland Security SAFETY Act Designation. • Mandatory sick time billed as incurred Securitas Vision System — Management tracking tool (1 Device) Overtime/holiday rate will apply for the following nine holidays New Year's Day Martin Luther King Day President's Day CONFIDENTIAL Memorial Day Independence Day Labor Day Thanksgiving Day Friday After Thanksgiving Christmas Day