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PD Security Services; Mission and FifthBARRIER SECURITY GROUP O.S.G..747.8473 wwwbarbiersecurimcorn B 1;415.747.8124 infon barbiersecurity.eom BARBIER SECURITY GROUP SECURITY GUARD/PATROL SERVICE CONTRACT Barbier Security Group, a California Corporation Bureau of Security and Investigative Services License No.: PPO 16508 Address: 369-B Third Street #440, San Rafael, CA 94901 Telephone No.: (415) 747-8473 Name of Client: Cily of San Rafael Client Contact: Carl Huber Job Site Address: Between Mission Ave and Fifth Ave, San Rafael, CA 94901 Telephone: 415-485-3070 THIS SECURITY GUARD/PATROL SERVICE CONTRACT, including the Exhibit attached hereto and incorporated herein by this references (the "AGREEMENT") is made effective as of 25th day of June, 2021, between BARBIER SECURITY GROUP, a California Corporation ("BSG") and City of San Rafael ("Client") with its principal place of business between Mission Ave and Fifth Ave. San Rafael, CA 94901 . Recitals BSG is a private patrol operator licensed under the California Private Security Services Act. BSG operates a business providing guards and patrol personnel to protect persons and property. Client is the owner of/or lessee with full rights to protect the property located between Mission Ave and Fifth Ave, San Rafael, CA 94901 ("Client's property"). BSG desires to provide uniform and guard services to and provide patrol services for Client's property and Client desires to obtain such services from BSG. THEREFORE, in consideration of the mutual promises set forth here below, the parties agree as follows: 1. Term of Agreement. The term of this Agreement shall begin on July 6. 2021, and shall continue in full force and effect until it is terminated by 30 days written notice from either party to the other (the "Term"). 2. Services to be Furnished. Protective Security I Investigations I Threat Assessment I Advanced Training PPO 16508 TIB 1710 TFB 1150 PI 27121 BARBIER SECURITY GROUP OS.G. 'l'415.747.8473 wwwbarbtcrsccuriry.com F415.747.8124 1 info [ barbiersccuriry.com (a) BSG shall furnish fully qualified and trained patrol personnel/uniformed guards to patrol Client's property as requested by Client and approved by BSG. Each guard/patrol employee of BSG shall be registered with the California Bureau of Security and Investigative Services, and at all times while on duty, carry a valid security guard registration card. The specific duties of the patrol personnel/guard shall be to visually inspect the exterior and interior of Client's property at the times and frequencies noted below: BSG shall provide the City of San Rafael (one) security agent 24 hours per day 7 days per week at the rate of $42.50 per hour, per guard. BSG shall carry out any duties that are required. ❖ In addition BSG shall provide one (1) Portable Command Center (Requires power, 120v) (b) In the event patrol personnel/guard observe any suspicious criminal activity, bomb threats, evidence of actual or impending theft or damage to property, or evidence of actual or impending harm to persons on Client's property, the patrol personnel/guard shall immediately notify appropriate local law enforcement agencies, supervisory personnel of BSG, and Client. (c) The patrol services provided for by this Agreement shall be performed by qualified, efficient, and discreet employees maintaining a professional demeanor at all times in strict accordance with recognized best industry practices. (d) BSG shall have available by telephone a live supervisor 24 hours a day, 7 days a week, who can be reached by a patrol personnel/guard on duty and Client at 415-747-8473. (e) If for any reason Client advises BSG that Client believes that any employee of BSG is not properly carrying out his or her duties, BSG shall promptly remove that employee from the performance of the services to be provided under this Agreement and simultaneously substitute another employee. 3. Uniforms and Equipment. While patrolling Client's property, patrol personnel/guard furnished by BSG shall be completely outfitted with a uniform bearing a patch on each shoulder having the words "Private Security" and the name of BSG, shall wear a badge bearing the name of BSG, and shall carry reasonably necessary equipment, including baton, handcuffs, pepper spray, taser and firearm, as mutually agreed in writing between Client and BSG. 4. Employees of BSG. All patrol personnel/guard furnished by BSG shall be employees of BSG and shall at all times be subject to the direct supervision and control of BSG. BSG shall have the sole responsibility of paying the salaries, taxes (including, but not limited to, federal and social security taxes and federal and California unemployment taxes) and all other expenses relating to each employee of BSG. 5. Trainine and Qualifications of Patrol Personnel/Guards. Each employee of BSG who patrols Client's property shall satisfy the following requirements: (a) Each employee shall have completed a course in the exercise of the power to arrest pursuant to Business & Professions Code Section 7583.6. Protective Security I Investigations I Threat Assessment I Advanced "Raining PPO 16508 TIB 1710 TFB 1150 PI 27121 BARBIER SECURITY GROUP O.S.G. T415.747.8473 wwwbarbiersecurimcorn B F415.747.8124 info.[ �barbiersecuritycom (b) Each employee who carries a firearm shall have completed the training course required by Business & Professions Code Section 7583.22, and shall at all times carry a valid guard registration card and a valid firearm qualification card issued by the Bureau of Security and Investigative Services. (c) Each employee who carries a baton shall have obtained a certificate of proficiency from an approved baton training facility pursuant to Business & Professions Code Section 7583.34. (d) Each employee who carries tear gas or other nonlethal chemical agents shall have completed a course of instruction and carry a certificate of proficiency from an approved training facility pursuant to Business & Professions Code Section 7583.35. (e) If Client requests that BSG sign up or pay for a vendor accreditation, tracking, or monitoring website or service ("Accreditation Service"), Client agrees to promptly reimburse BSG for all expenses relating to such Accreditation Service, including but not limited to all application fees, set up fees, annual fees, all expenses incurred by bill pay services, services fees, and charges for credit card payments. 6. Compensation. (a) For On -Site Security Services agreed to be performed under this Agreement, Client shall pay BSG at the rate of $42.50 per hour per guard. Any additional requests for coverage with less than 48 hours notice will be billed at the rate of $63.75 per hour per guard. A four (4) hour minimum is required for all shift lengths. The applicable legal overtime rate shall be charged if Client requests that a specific employee of BSG work more than 40 hours in one workweek or more than eight hours on any day, and for all services on all Federal and State holidays. Additional costs are as follows: Guard Command Center Portable Command Center with AC/Heat & Flood Lights, requires power, 120v Initial Deposit for delivery and removal: $400.00 Monthly Fee: $450.00 (b) The service pricing shall be adjusted by 3% on an annual basis, effective on each anniversary of the Effective Date, and on each succeeding anniversary of the Effective Date during the term of this Agreement. (c) BSG shall furnish Client with a monthly invoice listing the daily hours spent by its employees in carrying out the terms of this Agreement. (d) At the end of each month, BSG shall send to Client an invoice showing the amount due for services rendered. Invoices are due upon receipt. Lpayment is not received by BSG ivithin 25 days, interest shall be charged at the rate of three percent per month. If Client fails to make payment within 40 days, service shall be terminated on three days notice to Client. 7. Hiring Patrol Service's Employees. To the fullest extent allowed by law, Client agrees that it shall not, either during the Term of this Agreement or for a period of one year following termination of this Agreement ("Non -Solicitation Period"), solicit or hire for its own employment any of the employees/guards of BSG who performs services at any time in carrying out the terms of this Agreement. Without limiting BSG's Protective Security I Investigations I Threat Assessment I Advanced "Raining PPO 16508 TIB 1710 TFB 1150 PI 27121 BARBIER SECURITY GROUP T415.747.8473 vnvwbarbier;ecuntv.com B.S.G. F415.747.8124 info@barbiersecurity.com barbicrsccurity.com other rights and remedies under this Agreement, including without limitation the right to seek recovery damages for a breach of this Agreement, if Client solicits or hires an employee of BSG during the Non -Solicitation Period, Client shall be obligated to pay BSG a finder's fee equal to fifty percent (50%) of each such employee's first year's total compensation with Client (prior to any withholdings or deductions), due and payable within 30 days of BSG's written request for such payment or commencement of the employee's employment with Client, whichever is earlier. 8. Compliance with Applicable Statutes, Ordinances, and Regulations. In performing the services required of it under this Agreement, BSG shall comply with all applicable federal, state, county, and city statutes, ordinances, and regulations. 9. Insurance. BSG, at its own cost and expense, shall procure and maintain throughout the term of this Agreement general liability insurance, auto insurance and workers' compensation insurance policy for the protection of its employees engaged in work under this Agreement. 10. Excusable Delays and Failures. Neither party shall be liable for any delay or failure in its performance under this Agreement (except for payment obligations) caused by events beyond the reasonable control of the party, including, but not limited to, terrorism, war, riots, labor strikes, interruption of utility services, fire, floods, earthquakes, and other natural disasters. 11. Disclaimer and Hold Harmless. BSG shall not be responsible for any damage to Client's property or any personal injury or death caused by the acts or conduct of third parties not within the course and scope of employment with BSG. BSG shall not be responsible for the physical condition of Client's property; however, should a BSG employee/guard discover any defective or other condition of Client's property that may affect or expose Client's property to danger, security breach, or damage, the guard shall immediately report said condition to Client. Client shall hold BSG harmless from all claims, demands, causes of action, damages, costs and expenses arising from, or related to, damages to Client's property arising from the acts of any person who is not an employee under the immediate supervision and control of BSG or Client's negligence, misconduct, violation of applicable law, or other fault, including without limitation any failure to maintain Client's premises in accordance with all applicable health, safety and pandemic requirements. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL BSG BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, BSG'S TOTAL CUMULATIVE POSSIBLE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO BSG DURING THE SIX (6) MONTHS PRECEDING ANY CLAIM. Client has reviewed and agrees to the Communicable Disease, Infectious Agent, Bacteria or Virus Release and Indemnification Addendum attached hereto as Exhibit A. 12. Mediation. Should any of the terms of this Agreement be determined to be invalid by a court or government agency of competent jurisdiction, it is agreed that such determination does not affect the enforceability of the other terms. California law governs the validity and interpretation of the Agreement. In Protective Security I Investigations I Threat Assessment I Advanced Training PPO 16508 TIB 1710 TFB 1150 PI 27121 BARBIER SECURITY GROUP T415,747.8473 wwwbarbierseeunmcom B.S.G. F 415.747.8124 info rbarbierseeuriry.com the event any controversy or dispute arises relating to the validity, construction, application, enforcement or breach of this Agreement, any such controversy or dispute must be submitted first to mediation by JAMS or another mutually agreeable professional mediator or mediation service, in Marin County. 13. Attorneys' Fees. If, following mediation, either party brings a legal action to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees from the other party. These fees, which may be set by the court or arbitrator in the same action or in a separate action brought for that purpose, are in addition to any other relief to which the prevailing party may be entitled. Any legal action brought to enforce or interpret this Agreement shall be brought exclusively in a state court located in Marin County. 14. Notices. Any notice required or permitted to be given under this Agreement shall be written, and may be given by personal delivery or by overnight mail via the U.S. Postal Service, or other national delivery service, return receipt requested. A copy of the 1vi,itten notice shall also be sent by e-mail. Notice shall be deemed given upon the actual receipt in the case of personal delivery, or the next business day if sent by overnight mail. Mailed notices shall be addressed as follows, but each party may change address by written notice in accordance with this paragraph: Barbier Security Group, CLIENT a California Corporation City of San Rafael 369-B Third Street, #440 San Rafael, CA 94901 ebarbiei-&barbiersecurity.conl 15. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject of this Agreement. This Agreement contains all of the covenants and agreements between the parties with respect to the subject of this Agreement, and each party acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except the covenants and agreements embodied in this Agreement. Any agreement, statement, or promise not contained in this Agreement shall not be valid or binding between the parties with respect to the subject of this Agreement, except for a subsequent written modification for that express purpose signed by the party to be charged. 16. Severability: If any term, provision, covenant or condition of this Amendment is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, as determined by such court in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law and the parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the parties further agree that if any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. Protective Security I Investigations I Threat Assessment I Advanced Training PPO 16508 TIB 1710 TPB 1150 PI 27121 BARBIER SECURITY GROUP T 415.747.8473 I wwwbarbiersecurimcom F415.747.8124 info@barbiersecurity.com Dated: 6/25/2021 Dated: t/ 6417 e ot-g , ol-yAl 13 BARBIER SECURITY GROUP, A CALIFORNIA CORPORATION EVAN BARBIER, President CLIENT CITY OF SAN RAFAEL By: JIM CHUTZ, ty anager Protective Security I Investigations I Threat Assessment I Advanced Training PPC) 16508 TIB 1710 TFB 1150 PI 27121 BARBIER SECURITY GROUP O.S.G. T415.747.8473 I ww-mbarbiersecuri[y.com B F415.747.8124 info a barbersecurity.com EXHIBIT A Communicable Disease, Infectious Agent, Bacteria or Virus Release and Indemnification Addendum This Exhibit A is incorporated by reference into the SECURITY GUARDIPATROL SERVICE CONTRACT ("Agreement") entered into by and between Barbier Security Group, a California corporation ("BSG") and CITY OF SAN RAFEL ("Client"). In consideration of BSG continuing to provide security services during the COVID pandemic crisis to and for the benefit of Client under the existing terms and conditions set forth in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1) The Client agrees that BSG does not infer, represent or warrant that the physical security services furnished will prevent, mitigate or minimize the likelihood of communicable disease, infectious agent, bacteria or virus loss or liability. 2) To the fullest extent permitted by law, Client on behalf of itself, its stockholders, members, directors, employees, invitees, any third parties entering Client's premises and its and their respective insurers hereby expressly and knowingly release BSG, its shareholders, directors, officers, agents, representatives, subcontractors and employees from any and all claims, liabilities, losses, demands or suits brought by any party, including without limitation Client, Client's employees and any third party that directly or indirectly arise from BSG's failure to detect, mitigate or respond to any communicable disease, infectious agent, bacteria or virus, including, without limitation, including such that arise from the negligent provision of services. 3) To the fullest extent permitted by law, Client agrees to hold harmless, defend, protect, and indemnify BSG, its shareholders, directors, officers, agents, representatives, subcontractors and employees, from and against any and all claims, demands, suits, causes of action, judgments and liens arising or alleged to arise directly or indirectly from BSG's failure to detect, mitigate or respond to any communicable disease, infectious agent, bacteria or virus, without limitation, the negligent provision of said services. 4) Client on behalf of itself and its insurers waives any and all rights to subrogation for and against any and all claim, demand, liability, loss or otherwise arising directly and indirectly from BSG's services to the fullest extent permitted by law. 5) The terms of this Exhibit A shall survive the termination of the Agreement and BSG's performance of security services for Client. Protective Security I Investigations I Threat Assessment I Advanced "Training PPO 16508 TIB 1710 TFB 1150 PI 27121 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 Project Manager: Carl Huber Extension: 3070 Contractor Name: Barbier Security Group Contractor's Contact: Evan Barbier Contact's Email: ebarbier@barbiersecurity.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor COMPLETED REVIEWER PRINT Project Manager b. Email contract (in Word) and attachments to City 6/25/2021 Z1 CONTINUE ROUTING PROCESS WITH HARD COPY Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement Attorney with printed copy of this routing form 7 City Attorney and return to Project Manager agreement b. Confirm insurance requirements, create Job on I Review and approve insurance in PINS , a bonds I 9 City Manager / Mayor PINS, send PINS insurance notice to contractor Approval of final agreement form to send to 3 Department Director Click hr re to official contractor Forward three (3) originals of final agreement to 4 Project Manager forwards copies to Project Manager contractor for their signature 5 Project Manager When necessary, contractor -signed agreement agendized for City Council approval * 'City Council approval required for Professional Services Agreements and purchases of goods and services that exceed II $75,000; and for Public Works Contracts that exceed $175,000 COMPLETED REVIEWER PRINT Project Manager Date of City Council approval 6/25/2021 Z1 CONTINUE ROUTING PROCESS WITH HARD COPY 6 Forward signed original agreements to City z Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , a bonds I 9 City Manager / Mayor (for Public Works Contracts) Agreement r Or executed by City Council aufliorized Click hr re to official Attest signatures, retains original agreement and 10 City Clerk i forwards copies to Project Manager COMPLETED REVIEWER DATE Check/Initial n/a ❑x 6/25/2021 Z1 6/25/2021 z El Z N/A Or Click hr re to este; a nate. pf -aluz) 612012M