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LRC Security Services 2016AGREEMENT FOR PROFESSIONAL SERVICES FOR PATROL SECURITY SERVICES This Agreement is made and entered into this 1%im day of F&APod2Y , 20_L&, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and BARBIER SECURITY GROUP (hereinafter "BARBIER SECURITY "). RECITALS WHEREAS, the CITY owns and operates the San Rafael Community Center, Albert Park and Parking Garages at B & 311, and C & 31 Streets and Lootens Place Parking Lot in the downtown area; and WHEREAS, current activities in and around these public facilities after normal operating hours, creates issues with vandalism, sanitation, and public safety; and WHEREAS, the CITY requires additional personnel resources to secure these public facilities after normal operating hours, and WHEREAS, BARBIER SECURITY GROUP provides professional patrol security services to upgrade the security of these public facilities; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Community Services Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. BARBIER SECURITY'S Project Director. BARBIER SECURITY shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement. Evan Barbier, Principal, is hereby designated as the PROJECT DIRECTOR for BARBIER SECURITY. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the BARBIER SECURITY shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF BARBIER SECURITY. BARBIER SECURITY shall perform the duties and/or provide services as follows: 0 A T A. San Rafael Community Center, 618 B Street, Four (4) Patrols per night, 7 nights per week. B. Albert Park, 618 B Street, Four (4) Patrols per night, 7 nights per week. C. Parking Structures at B & 3r' and C & 3r' Streets and Lootens Place Parking Lot, Four (4) Patrols per night, 7 nights per week. D. Patrol Response and daily electronic reporting. E. Additional patrols added as mutually agreed upon. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4. 4. COMPENSATION. For the full performance of the services described herein by BARBIER SECURITY, CITY shall pay BARBIER SECURITY as follows: San Rafael Community Center Patrol $ 868.00 per month Albert Park Patrol $ 868.00 per month Parking Structures and Parking Lot $ 868.00 per month Additional patrols charged at the rate of $8.00 per patrol. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by BARBIER SECURITY. 5. TERM OF AGREEMENT. The term of this Agreement shall be for six (6) months commencing within five (5) business days after the execution of this Agreement and ending six (6) months after the start date. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of six (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon thirty (30) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such thirty (30) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to BARBIER SECURITY and any and all of BARBIER SECURITY's documents and materials prepared for or relating to the perfonnance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after tenmination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the BARBIER SECURITY in connection with the performance of its duties under this Agreement shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, BARBIER SECURITY shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by BARBIER SECURITY in connection with its performance of its duties under this Agreement. BARBIER SECURITY shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, BARBIER SECURITY shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the BARBIER SECURITY's performance of services under this Agreement. Where BARBIER SECURITY is a professional not required to have a professional license, CITY reserves the right to require BARBIER SECURITY to provide professional liability insurance pursuant to this section. 4. If it employs any person, BARBIER SECURITY shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessafy to protect both BARBIER SECURITY and CITY against all liability for injuries to BARBIER SECURITY's officers and employees. BARBIER SECURITY 'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the BARBIER SECURITY in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under BARBIER SECURITY'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in BARBIER SECURITY 'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in BARBIER SECURITY's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or BARBIER SECURITY shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. BARBIER SECURITY shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policv lan2uaae or specific endorsements evidencing the other insurance re4_uirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from BARBIER SECURITY. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., BARBIER SECURITY shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out.of BARBIER SECURITY 'S performance of its obligations or conduct of its operations under this Agreement. The BARBIER SECURITY's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the BARBIER SECURITY's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the BARBIER SECURITY's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the BARBIER S SECURITY's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from BARBIER SECURITY IS performance of or operations under this Agreement, BARBIER SECURITY shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by BARBIER SECURITY under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, BARBIER SECURITY shall, to the fullest extent pennitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of BARBIER SECURITY in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. BARBIER SECURITY shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. BARBIER SECURITY shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. BARBIER SECURITY shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. BARBIER SECURITY shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and BARBIER SECURITY do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pennitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO BARBIER SECURITY's Project Director: 16. INDEPENDENT CONTRACTOR. Carlene McCart, Community Services Director City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Evan Barbier, Principal Barbier Security Group 369-B Third Street #440 San Rafael, CA 94901 For the purposes, and for the duration, of this Agreement, BARBIER SECURITY, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. BARBIER SECURITY and CITY expressly intend and agree that the status of BARBIER SECURITY, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the BARBIER SECURITY and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the BARBIER SECURITY and the CITY. E. If any conflicts arise between the terns and conditions of this Agreement, and the terns and conditions of the attached exhibits or the documents expressly incorporated by reference, the terns and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. BARBIER SECURITY agrees that CITY may deduct from any payment due to BARBIER SECURITY under this Agreement, any monies which BARBIER SECURITY owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any tern, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the perfonnance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. BARBIER SECURITY shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code BARBIER SECURITY shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until BARBIER SECURITY has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL J S I IUTZ, City M ag r ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ��- j �� ROBERT F. EPSTEIN, C' Atto t y BARBIER SECURITY GROUP EVAN BARBIER, Principal PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services aLyreements/contracts. (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurae c rti cat 2Yl �� 5 City Manager / Mayor / or Department Head endorsements. I Agreement executed by Council authorized(}) official. !! -,A&, � (J X11�t 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Carlene McCart Project Name: Barbi er - Patrol Security Services Agendized for City Council Meeting of (if necessary): FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.