14-0623_SECURTEC DISTRICT PATROL, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 1st
day of July, 2014, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Securtec District Patrol, Inc. (hereinafter referred to as the
"Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
supplemental parking enforcement services; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks set
forth in Exhibit 'A" attached and incorporated herein by reference. As set forth in more
detail in Exhibit 'A," Consultant shall provide up to two (2) uniformed contract security
officers (individually, a "Security Officer," collectively, the "Security Officers") and up to
two (2) vehicles to patrol the public streets in all neighborhoods in the City that have
overnight parking permit programs. Initially, Consultant shall provide only one (1)
Security Officer. At any time during the term of this Agreement, the City may increase
the number of Security Officers to two (2) or decrease the number of Security Officers to
one (1) upon thirty (30) days written notice to Consultant.
To the extent that there are any conflicts between the provisions described in
Exhibit "A" and those provisions contained within this Agreement, the provisions in this
Agreement shall control.
Section 2. Term.
This is a two (2) year Agreement and shall commence on July 1, 2014 and
services required hereunder shall be completed by no later than June 30, 2016.
Section 3. Compensation.
3.1 Amount.
The compensation to be provided by the City is set forth in Exhibit "B,"
attached and incorporated herein by this reference. As set forth in Exhibit "B," the City's
compensation obligations shall differ depending on whether Consultant is providing one
(1) Security Officer or two (2). Regardless of how many Security Officers Consultant
provides, total compensation for the services hereunder shall not exceed Ninety -Nine
Thousand Seventy -Two Dollars ($99,072.00).
To the extent that there are any conflicts between the provisions described in
Exhibit "B" and those provisions contained within this Agreement, the provisions in this
Agreement shall control.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The
City will pay monthly progress payments based on approved invoices in accordance
with this Section and Exhibit "B."
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
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Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
Section 8.
Time of Essence.
Time is of the essence in the performance of this Agreement,
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
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Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise
approved by the City in writing.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 13. Background Check
Consultant agrees to allow the City to complete security background checks on
all employees who would be assigned to work in the City, their supervisors, and the
principal owners of the company. The City will submit fingerprint cards to the California
Department of Justice for the above individuals, to ascertain the status of any criminal
convictions, which would preclude said individuals from carrying out the scope of work.
The background check will be conducted at the City's expense.
Section 14. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
negligence, recklessness and/or wrongful conduct of the City, or any of its elective or
appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 15. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
15.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
risks associated with the work contemplated by this agreement. 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.
15.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
15.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
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15.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out
of activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
15.5 [RESERVED]
15.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to failure to
pay a premium.
15.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
15.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 16. Termination.
City shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by
providing ten (10) days' notice to the other party of a material breach of contract. If the
other party does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
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Section 17. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,.
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: Michael Cantor, Safety & Emergency Services Manager
To Consultant: Securtec District Patrol, Inc.
PO Box 28525
Anaheim, CA 92809-8525
Attention: Mark A. Leonetti, President, CEO
Section 18. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 19. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 20. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
H ns Van Ligten, City Attorney
CITY OF SAN JUAN CAPISTRANO
By: � t
Sam Allevato, Mayor
CONSULTANT
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By:
tl ark A. L onetti, President, CEO
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EXHIBIT A
Project Overview and Scope of Work
1. Consultant shall provide up to two (2) uniformed contract Security Officers and
up to two (2) vehicles to patrol the public streets in all neighborhoods in the City
that have overnight parking permit programs.
2. Consultant's security personnel shall drive Securtec District Patrol, Inc. vehicles.
3. Security Officers assigned to work in the City, their supervisors, and the principal
owners of the company shall complete background checks on all employees to
be assigned to work in the City, their supervisors, and the principal owners of the
company. The background checks will be conducted by the City at the City's
expense.
4. Consultant shall submit to the City proof that all Security Officers assigned to
perform under this Agreement have been issued the required State of California
certifications and or licenses that are required for all weapons and equipment
used while assigned in the City. These certifications shall be submitted annually.
5. Consultant shall provide proper training to those contract security officer(s) in
advance of their assignment(s). A signed Affidavit by each employee shall be
forwarded to the City upon completion of said training.
6. Up to the two (2) Security Officers shall patrol six (6) days a week between the
hours of 3:00 a.m. and 6:00 a.m. to identify vehicles which are not displaying
approved parking permits. This includes two (2) hours of on-site patrol time and
one (1) hour of drive time for arrival and departure.
7. The one (1) night each week that shall not have enforcement coverage shall be
rotated between Tuesday, Wednesday and Thursday.
8. Consultant shall submit to the City a list of repeat offenders of five (5) or more
parking citations in the first week of every month.
9. All vehicles in violation of the parking permit program are subject to citation and
impound.
10. The Security Officer(s) shall issue citations for vehicles parked in violation of the
parking permit program only.
11. Consultant shall coordinate with San Juan Capistrano Police Services (Orange
County Sheriff's Department) to determine which vehicles to impound. Only San
Juan Capistrano Police Services (Orange County Sheriff's Department) shall
have the authority to process any potential impounds.
12. Citation books will be issued to Consultant by the City of San Juan Capistrano.
EXHIBIT A
Project Overview and Scope of Work
(Continued)
13. Consultant shall submit all citations to the San Juan Capistrano Police Services
(Orange County Sheriff's Department) at the end of each Security Officer's shift.
14. Consultant personnel shall submit nightly logs of streets patrolled to the San
Juan Capistrano Police Services (Orange County sheriff's Department), as
requested.
15. Consultant shall provide a proprietary program for Safe Listing vehicles for the
Capistrano Villas I, II & III. This program shall be coordinated through a
designated property manager for the Capistrano Villas I, II & III.
16. If the City elects to use two (2) Security Officers, one (1) Security Officer shall be
assigned to patrol the Capistrano Villas I, II & III six nights between the hours of
3:00 a.m. to 6:00 a.m., and one (1) Security Officer shall be assigned to patrol all
other neighborhoods in the City that have overnight parking permit programs
between the hours of 3:00 a.m. to 6:00 a.m.
[us
EXHIBIT B
Compensation and Payment
1. If the City elects to use one (1) Security Officer, the City agrees to pay
Consultant up to $2,496.00 per month for services performed. If the City elects
to use two (2) Security Officers, the City agrees to pay Consultant up to
$4,128.00 for services for services performed.
2. Consultant shall submit monthly invoices for services performed.
3. Consultant shall not charge the City for the following three (3) holidays that the
Security Officers will not be working: New Year's Day, Thanksgiving Day and
Christmas Day.
4. If for any reason Consultant does not provide a Security Officer on a day (or a
part of a day) a Security Officer would otherwise be scheduled to work (including,
without limitation, the above-mentioned holidays), Consultant shall issue a pro-
rated credit to the City on the monthly invoice to account for the absence of
services. The City shall only be responsible for paying for days (or parts of days)
when Security Officer(s) actually worked.
5. The City shall make payments within twenty-one (21) days of receipt of
Consultant's invoice.
6. Payments shall be made to "Securtec District Patrol, Inc."
7. The parties understand and agree that the City's payments to Consultant shall
not exceed Forty -Nine Thousand Five -Hundred Thirty -Six Dollars ($49,536.00)
for services performed between July 1, 2014 and June 30, 2015.
8. The parties understand and agree that the City's payments to Consultant shall
not exceed Forty -Nine Thousand Five -Hundred Thirty -Six Dollars ($49,536.00)
for services performed between July 1, 2015 and June 30, 2016.
9. The parties understand and agree that the City's total payments to Consultant
shall not exceed Ninety -Nine Thousand Seventy -Two Dollars ($99,072.00) total.
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