HomeMy WebLinkAboutPD Traffic Control Services 2019dOU21 009
AGREEMENT FOR TRAF ?IC CONTROL SERVICES
This Agreement is made acid entered into t us IT'day Y or �V , 201 by
and between the CITY OF SAN RAFAEL (here inafier "CITY"), and PROFESSIONAL EVENT
SERVICES, INC., a California Corporation (here nafter "CONTRACTOR").
WHEREAS, during the annual Marin Co mty Fairy CITE' provides the services of its Police
officers to perform evening traffic control operatic ns to help minimize traffic congestion; and
WHEREAS, for the 2019 Marin County l air, CITY will require additional staffing for those
traffic control duties; and
WHEREAS, CONTRACTOR is a prov der of high quality qecurity services and is able to
provide personriel to perform the services require( by CITY,
AGR.EI ,-MENT
NOW, THEREFORE, the parties hereby agree as follows:
A. CITY'S Project Manager. Poli
the PROJECT MANAGER for the CITY, and sai(
of the progress and execution of this Agreement.
e Captain Glenn McElderry is hereby designated
PROJECT MANAGER shall supervise all aspects
B. CONTRACT'OR'S Project Dh aactor. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall itspoi sibility for die progress and execution of this
Agreement for CONTRACTOR. Carolatr F �ireria is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR. Should circu astances or conditions subsequent to the execution
of this Agreement require a substitute PROJECT; )IRECTOR, for any reason, the CONTRACTOR
shall notify the CITY wrihin tea (10) business da; s of the substitution.
CONTRACTOR shall provide up to to 1 (10) qualified employees, as requested by the
PROJECT MANAGER, to perform traffic contro services fbr CITY at the 2019 Marin County Fair
on July 3, 2019 through and including July 7, 20 9, during the hours of 8;00 p.m. to Midnight each
night, under the direction of CITY's Police Depa tment personnel.
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3. DUTIES 4F CITY
CITY shall pay the compensation as pro ►ided in Paragraph 4, and shall provide its Police
Department personnel to work with and provide direction to CON'TRACTOR's personnel in the
performance of nightly traffiv control operations a be provided for the Marin County Fair pursuant
to this Agreement.
4, COMPENSADON.
For the full performance of the services -d --cribect herein by CONTRACTOR. CITY shall
pay CONTRACTOR at the following rates per-mployue; performing the described traffic control
operations pursuant to this Agreement:
Unarmed guard: $22.00ibour
Supervisor: $26.00/hour
Payment shall be made within 30 days foliowir ; receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
S. TERM OF AGREEMENT.
The term of this Agreement shall becom , effective upon its execution and shall terminate
following the provision of services by CON'TR ACTOR and final payment for such services by
CITY as provided herein,
6. TERMINATION.
Either party may to rmioate this Agreemen without cause upon thirty (30) days written notice
mailed or personally delivered to the other party.
7. DURANCE.
A. Scope of Coverage. During the term of this A�p-ccineat, CONTRACTOR shall
maintain, at no expense to CITY, the following is surance policies:
1. A commercial general lial Hity insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/tv o million dollars ($2,000,000) aggregate, for death,
bodily injury, personal injury, or property damage
2. An automobile liability (c wned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million dol us (S1,000,000) dollars per occurrence.
3. If it employs any pers on, CONTRACTOR shall maintain worker's
compensation insurance, as required by the state of California, with statutory limits, and
employer's liability insurance with limits of n, less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONI PJ CT'OR's work$r's compensation insurance shall
be specifically endorsed to waive any right of su rogation against CITY.
B. Other Insurance Requiremen s. Thee insurance coverage required of the
CONTRACTOR in subparagraph A of this lectin ► above shall also meet the following requirements:
1, Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall be specif ;ally endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additio ial insureds (for both ongoing and completed
operations) under the policies,
2. The additional insured cov rage underCONTRACTOR'S insurance policies
shall be "primary and noncontributory" with res )ect to any insurance or coverage maintained by
CITY and shall not call upon CITY''s insurance o self-insurance coverage for any contribution. The
"primary and noncontributory" coverage in CON rRACTOR'S policies shall be at least as broad as
ISO form CG24 0104 13.
3. Except far professional
insurance, the insurance policies shall include,
contractual liability and personal injury,
liability insurance or worker's compensation
in their text or by endorscuient, coverage fbr
4. By execution of this Agri ement, CONTRACTOR hereby grants to
CITY a waiver of any right to subrogation whir i any insurer of CONTRACTOR may acquire
against CITY by virtue of the payment of any lc is under such insurance, CONTRACTOR
agrees to obtain any endorsement that may be n( ;e.ssary to effect this waiver of subrogation, but.
this provision applies regardless of whether or n it CITY has received a waiver of subrogation
endorsement from the insurer,
5. If the insurance is -ATitten o i a Claims Made Form, then, following termination
of this Agreement, said insura►j,:e coverage shall : arvive for a period of not less than five years
6. The insurance policies sl all provide for a retroactive date of placement
coinciding with the effective date of this Agreeme at.
7. The limits of insurance req tired in this Agreement may be satisfied by a
combination of primary and umbrella or excess i isurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision the such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if; greed to in a written contract or agreement) before
CITY'S own insurance or self-insurance shall be :ailed upon to protect it as a named insured,
8. It shall be a requirement ► nder this Agreement that any available insurance
proceeds broader than or i i excess of the speciliod minimum insurance coverage requiremenis and/or
limits shaft be available to CITY or any other addi, .onal insured party. Furthermore, the requirements
for coverage and limits shall be: (1) the minimum :overage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits f Coverage of any insurance policy or proceeds
available to the named insured; whichever is gre, ter. No representation is made that the minimwn
Insurance requirements of this agreement aj s sufficient to cover the obligations of the
yuvv::. uvy
CONTRACTOR under this agreement.
C. Deductibles and SIR's. Ai y deductibles or self-insured retentions in
CONTRACTOR's insurance policies must bt declared to and approved by the PROJECT
MANAGER and City Attorney, aril shall not red ice the limits of liability, Policies containing any
self-insured retention (SIR) provision shall provi� a or be endorsed to provide that the SIR may be
satisfied by either the named insured or CITY or )ther additional insured party. At CITY's option,
the deductibles or self-insured retentions with re >pect to CI'T'Y shall be reduced or eliminated to
CYTY's satisfootion, or CONTRACTOR shall p ocure a bond guaranteeing payment o!' losses and
related investigations, claims administration, attar toy's fees and defense expenses.
D. Proof of Insurance. CONTRA( TOR slwJl 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, f the policy declaration page anchor endorsement
page listing all policy endorsements for the eomr ercial general liability policy, and (3) excerpts of
policy language or specific endorsements evidenci tg the other insurance rquirements set forth in this
Agreement. CITY reserves the right to obtain i full certified copy of any insurance policy and
endorsements from CONTRA.CTOk Failure to exercise this right shall not constitute a waiver of
the right to exercise it later. The insurance shall bt approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
B. INDENINIFICATION.
A. Except as otherwise provided in P uagraph B., CONTRACTOR shall, to the fullest
extent pernnitted by law, lnderruzify, release, de end with counsel approved by CITY, and hold
harmless CITY, its officers, agents, emplo lees and volunteers (collectively, the "City
IndernYnitees"), froin and Against any claim, der Land, suit, judgment, loss, liability or expense of
any kind, including but not limited to attorney'; fees, expert fees and all other costs and fees of
litigation, (collectively "CLAIMS"), arising t ut of CONTRACTOR'S performance of its
obligatious or conduct of its operations under this Agreement, The CONTRACTOR's obligations
apply regardless of whether or not a ±lability is :aused or contributed to by the active or passive
negligence of the City Indemnitees. However, to the extent that liability is cat.tsed by the active
negligence or willful ;:misconduct of the City Indernnitees, the CONtRACTOR's
indemnification obligation shall be reduced in proportion to the City Indemnitees' share of
liability for the active negligence or willful oris onduct. In addition, the acceptance or approval
of the CONTRACTOR's work or work produc • by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONI RACTOR's indemnification obligations. In lite
event the City Indemnitees are made a party to a iy action, lawsuit, or other adversarial proceeding
arising from CONTRACTOR'S performan e of or operations under this Agreement,
CONTRACTOR shrill provide a defense to the 1 1t Indemnitees or at CITY'S option reimburse
the City Indemnitees their costs of defense, i icluding reasonable Attorneys' fees, incurred in
defense of such claims.
B. The defense and indemnification obligations of this Agreement art; undertaken in
addition to, and shall not in any way be limite . by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
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of time allowed by law.
9 Nr1�l.0ISCRIMLI ATI0N.
CONTRACTOR shall not discriminate,, t any way, against any person on the basis of age,
sex, race, color, religion, ancestry, narional origii or disability in connection with or related to the
performwice of its duties and obligations under th a Agreement.
10. COMPLIANCE W1TH ALL LAWS.
CONTRACTOR shall observe and cornl ly with all applicable federal, state and local laws,
ordinances, codes and regulations, in the pert; mance of its duties and obligation under this
Agreement. CONTRACTOR shall perform all ervices under this Agreement in accordance with
these laws, ordinances, codes and regulations. ( ONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents anc employees from any and All damages, liabilities,
penalties, fines and all other consequences fro) > any noncompliance or violation of any laws,
ordinances, codes or regulations,
11. IVO THIRD PARTYBENEFICIARIES.
CITY and CONTRACTOR do not inter i, by any provision of this Agreement, to create in
any third party, any benefit or right owed by c le party, under the terms ;and conditions or this
Agreement, to the other party.
12. NOTICES.
A]I notices and other communications regi ired or permitted to be given under this Agreement
including any notice of change of address, shall be in wriring and given by personal delivery, or
deposlted with the United States Postal Service, p )stage prepaid, addressed to the parties intended to
be nrtified. Notice shall be deemed given as of t ie date of personal delivery, or if mailed, upon she
date of deposit with the United States Postal Sera, ce. Notice shall be given as follows:
TO CITY's Project, Manager.
TO CONTRACTOR's Project Director;
13. INDEPENDENT CQNT CTQR.
Captain Glenn IvlcEldeny
City of San Rafael
1400 Fifth Avenue
P.0, Box 151560
San Rafael, CA 94915-1560
Carolan Ferrerla
Professional Event Savk4s, Inc.
11.30 - 2nd Street
Colusa, CA 9932
For the puWes, and for the duration, , -f this Agreement, CONTRACTOR, its officers,
fa�vIIgo g
agents and employees shall act in the capacity of e i Independent Contractor, and not as employees of
the CITY. CONTRACTOR and CITY c ipressly intend and agree that the status of
CONTRACTOR, its officers, agents and emplo gees be that of eat Independent Contractor and not
that of an employee of CITY.
14. ENTIRE AGREEMENT -- AMENDME1 FFS.
A. The terms acid conditions of this r greement, all exhibits attached; and all doetunents
expressly incorporated by reference, represent the entirc Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supe :cede any and all prior agreements, oral or written,
regarding the subject matter between the CONTI ACTOR and the C'IT'Y,
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or bindi ig, except by way of a written amendment to this
Agreement.
D. The terms and conditioris of this �greernent shall not be altered or modified except
by a written amendment to this Agreement signet by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terins and conditions of this Agreement and the
terms and conditions of the attached exhibits or t to documents expressly incorporated by reference,
the terms and conditions of this Agreement shall i ontrol.
15. SET-OFF ArAINST DEBTS.
CONTRACTOR agrees that CITY may !educt from aily payment due to CONTRACTOR
under this Agreement, any monies which CO' 1TRACT'OR owes CITY under any ordinance,
agreement, contract or resolution for any unpaid yes, fees, licenses, assessments, unpaid checks or
other amounts,
16. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or Condition of
this Agi-eement, or of any ordinance, law or regi lation, shall not be deemed to be a waiver of arty
other term, covenant, coildition, ordinance, law or -egulation, or of any subsequent breach or violation
of the same or other tern, covenant, condition: ordinance, law or regulation. The subsequent
acceptance by either party of any fee, perfomianc ,, or other consideration which may become due or
owing under this Agreernent, shall not be deemed to be a waiver of any pmceding breach or violation
by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance
or regulation.
17. COSTS AND ATTORNF,Y'S FEES.
The prevailing party in any action bro, ght to enforce the terms and conditions of this
Agreement, or arising out of the performance of his Agreement, may recover its reasonable costs
(including claims administration) and attorney's fe :s expended in connection with such action.
18. C11Y BUSINM5 LICENSE! OT14ER T ►XES.
CONTRACTOR shall obtain and mainta n during the duration of this Agreement, a CITY
business license as required by the San Rafael Mt nicipal Code CONTRACTOR 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 CON TRACTOR has provided CITY with a completed
Intemal Revenue Service Form W-9 (Request for' 'axpayer Identification Number and Certification)
19. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulf lied, and shall apply to both Parties" respective
successors and assigns.
20. APPLICABLE LAW.
The lavas of the State of California shall gc vern this Agreement
21. =N-rERPARTS AND ELECTRONIC SIGNATU R.
This Agreement may be executed in any number of counterparts, each of whiQh shall be
deemed an original, but all of which together she l constitute one document. Counterpart signature
pages may be delivered by telecopier, email or oft �r means of electronic transmission.
IN WITNESS WHEREOF, the parties h ive executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL CONTRACTOR
JIM SCHUTZ, City Manager
.ATTEST-
- /- LL
LINDSAY [ARA, City Clerk
By:
Nan
Title., C n
[If Contractor is a corporation, add signatrue of second
corporate officer]
APPROVED AS TO FORM:
CIL
ROBEkT F. EA, TEi'N, Pity AA6Ley
uaa9laa9
Titley
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Police Department
Project Manager: Captain Glenn McElderry Extension: 5301
Contractor Name: Professional Event Services, Inc.
Contractor's Contact: Carolan Ferreria Contact's Email: Carolans86@gmail.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
❑
b. Email contract (in Word) and attachments to City
Click here to
Attorney c/o Laraine.Gittens@cityofsanrafael.org
enter a date.
❑
c. Check with City Attorney re Insurance
Requirements for extra small or large projects
2
City Attorney
a. Review, revise, and comment on draft agreement
6/12/2019
❑x LG
and return to Project Manager
6/12/2019
® LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
Click or tap
❑ _
contractor
to enter a
date.
4
Project Manager
Forward three (3) originals of final agreement to
❑
contractor for their signature
5
Project Manager
When necessary, contractor -sinned agreement
❑ N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
07sR
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
/
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
official
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager