HomeMy WebLinkAboutPD Professional Security Guard ServicesAGREEMENT FOR PROFESSIONAL SECURITY GUARD SERVICES
THIS AGREEMENT is made and entered into this-
day of &A;q� , 2021
(the "Effective Date"), by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and
BARBIER SECURITY GROUP, a California Corporation (hereinafter "CONTRACTOR").
RF.CTTAT.0
WHEREAS, CITY, with the consent of the California Department of Transportation
("Caltrans"), operates a temporary Service Support Area on and around the Caltrans property under
the Highway 101 viaduct between Fifth Avenue and Mission Avenue in San Rafael (the "SSA"); and
WHEREAS, CONTRACTOR is a private patrol operator licensed under the California
Private Security Services Act, and operates a business providing guards and patrol personnel to
protect persons and property; and
WHEREAS, the CITY has a need for regular professional security guard services in
connection with its operation of the SSA; and
WHEREAS, the CONTRACTOR has the expertise required to provide such services and is
willing to do so on the terms and conditions set forth in this Agreement;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. Police Lieutenant Todd Berringer 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. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. Evan Barbier is hereby designated as the PROJECT DIRECTOR
for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
A. CONTRACTOR shall provide the following services to CITY:
CONTRACTOR shall furnish fully qualified and trained patrol
personnel/uniformed guards ("Guard(s)") to patrol the SSA, as follows:
CONTRACTOR shall provide one Guard 24 hours per day, 7 days per week,
who shall carry out duties as set forth below.
• CONTRACTOR shall provide an onsite porta-potty for CONTRACTOR'S
exclusive use.
B. In the event any Guard observes 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 at or associated with the SSA, the Guard shall immediately notify appropriate local law
enforcement agencies, supervisory personnel of CONTRACTOR, and the CITY.
C. The patrol services provided for by this Agreement shall be performed by qualified,
efficient, and discreet employees always maintaining a professional demeanor in strict accordance
with recognized best industry practices.
D. CONTRACTOR shall have available by telephone a live supervisor 24 hours a day,
7 days a week, who can be reached by a Guard on duty and by the CITY, at (415) 747-8473.
E. If for any reason CITY advises CONTRACTOR that CITY believes that any
employee of CONTRACTOR is not properly carrying out his or her duties, CONTRACTOR shall
promptly remove that employee from the performance of the services to be provided under this
agreement and simultaneously substitute another employee.
3. GUARD QUALIFICATIONS AND REQUIREMENTS.
A. Training and Qualifications of Guards. Each Guard who patrols the SSA shall be
registered with the California Bureau of Security and Investigative Services, and will, at all times
while on duty, carry a valid security guard registration card. In addition, each Guard shall satisfy
the following requirements:
i. Each Guard shall have completed a course in the exercise of the power to
arrest pursuant to Business & Professions code Section 7583.6.
ii. Each Guard who carries a firearm shall have completed the training course
required by Business & Professions Code Section 7583.22 and shall always carry a valid guard
registration card and a valid firearm qualification card issued by the Bureau of Security and
Investigative Services.
iii. Each Guard who carries a baton shall have obtained a certificate of
proficiency from and approved baton training facility pursuant to Business & Professions code
section 7583.34.
iv. Each Guard 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.
If CITY requests that CONTRACTOR sign up or pay for a vendor accreditation,
tracking, or monitoring website or service ("Accreditation Service"), CITY agrees to reimburse
CONTRACTOR 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 within ten (10) days of receipt of written
notice from CONTRACTOR.
B. Uniforms and Equipment. While patrolling the SSA, all of CONTRACTOR'S
Guards shall be completely outfitted with a uniform bearing a patch on each shoulder having the
words "Private Security" and the name of CONTRACTOR, shall wear a badge bearing the
name of CONTRACTOR, and shall carry reasonably necessary equipment, including baton,
handcuffs, pepper spray, taser and firearm, as mutually agreed in writing between CITY and
CONTRACTOR.
4. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 5, coordinate with
CONTRACTOR on scheduling of security services in a timely manner, and otherwise cooperate as
necessary for the performance of CONTRACTOR's services hereunder.
5. COMPENSATION.
A. For the full performance of the Guard services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR on an hourly basis at the rate of $42.50 per Guard per hour. Should
CITY request one or more additional Guards at any time on less than 48 hours' notice, CITY shall
pay CONTRACTOR compensation on an hourly basis at the rate of $63.75 per Guard per hour.
A four-hour minimum is required for all Guard shifts. The applicable legal overtime rate shall be
charged if CITY requests that a specific Guard work more than 40 hours in one work week or
more than eight hours on any day, and for all services on all Federal and State holidays.
B. In addition, CITY shall reimburse CONTRACTOR in the amount of $150 per month
for the provision of one porta-potty at the SSA for CONTRACTOR'S exclusive use.
C. CONTRACTOR may adjust the service pricing by no more than 3% on an
annual basis, effective on the first anniversary of the Effective Date, and on each anniversary of
the Effective Date during the term of this Agreement.
D. Total payments for services provided pursuant to this agreement shall not exceed
$31,770 per month.
E. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
6. TERM OF AGREEMENT.
The term of this Agreement shall begin on the Effective Date and will continue in full force
and effect until it is terminated as provided in Section 7 of this Agreement.
7. 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 fifteen (15) 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 fifteen (15) 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 CONTRACTOR and any and all of CONTRACTOR's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the perfonnance 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.
9. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection with
its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with
CITY or its agent in any such audit or inspection.
10. 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, which shall not be unreasonably withheld, and any attempt to so assign this Agreement
or any rights, duties or obligations arising hereunder shall be void and of no effect.
11. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
i. A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/three million dollars ($3,000,000) aggregate, for
death, bodily injury, personal injury, or property damage.
ii. 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.
iii. If it employs any person, 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 no less than one million dollars ($1,000,000) per
accident for bodily injury or disease. CONTRACTOR'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
CONTRACTOR in subparagraph A of this section above shall also meet the following requirements:
i. Except for professional liability insurance or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds, to the extent of CONTRACTOR'S
contractual indemnification obligations, for both ongoing and completed operations, under the
policies.
ii. The additional insured coverage under CONTRACTOR'S insurance policies
shall be "primary and noncontributory" 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 CONTRACTOR'S policies shall be at least as broad as
ISO form CG20 0104 13.
iii. Except for professional
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or worker's compensation
in their text or by endorsement, coverage for
iv. By execution of this Agreement, CONTRACTOR hereby grants to
CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire
against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but
this provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer.
V. 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.
vi. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
vii. 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
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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.
viii. 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. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONTRACTOR under this agreement.
C. Deductibles and SIR'S. Any deductibles or self-insured retentions in
CONTRACTOR'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 CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONTRACTOR 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
policy language or specific endorsements evidencing the other insurance requirements set forth in this
Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and
endorsements from CONTRACTOR. 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.
12. INDEMNIFICATION.
A. CONTRACTOR 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
CONTRACTOR'S breach of its obligations under this Agreement, and/or its negligence or willful
misconduct. To the extent that liability is caused by the negligence or willful misconduct of the
City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in
proportion to the City Indemnitees' share of liability for its negligence or willful misconduct. In
the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from CONTRACTOR'S performance of or operations under this Agreement,
CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse
b
the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in
defense of such claims.
B. 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.
C. Notwithstanding the foregoing, except with respect to fraud or willful misconduct
by CONTRACTOR, CONTRACTOR'S indemnity obligations pursuant to this Agreement shall
not exceed the amount of its applicable insurance coverage.
13. NONDISCRIMINATION.
CONTRACTOR 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.
14. COMPLIANCE WITH ALL LAWS.
CONTRACTOR 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. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR 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.
15. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR 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.
16. NOTICES.
All notices and other communications required or permitted 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: Lt. Todd Berringer
San Rafael Police Department
1375 Fifth Avenue
San Rafael, CA 94901
TO CONTRACTOR's Project Director: Evan Barbier
Barbier Security Group
369-B Third Street #440
San Rafael, CA 94901
17. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY. In providing services under this Agreement, all of CONTRACTOR'S
Guards shall at all times be subject to the direct supervision and control of CONTRACTOR, and
CONTRACTOR will have sole responsibility for paying their salaries, taxes (including, but not
limited to, federal and social security taxes and federal and state unemployment taxes) and all other
expenses relating to each of them.
18. HIRING CONTRACTOR'S GUARDS.
To the fullest extent allowed by law, CITY agrees that it shall not, either during the Term of
this Agreement or for a period of one year following termination of this Agreement (the "Non -
Solicitation Period"), solicit or hire for its own employment any of CONTRACTOR'S
employees/Guards who perform services at any time in carrying out the terms of this Agreement.
Without limiting CONTRACTOR'S other rights and remedies under this Agreement, including
without limitation the right to seek recovery damages for a breach of this Agreement, if CITY solicits
or hires an employee of CONTRACTOR contrary to this Agreement during the Non -Solicitation
Period, CITY shall be obligated to pay CONTRACTOR a finder's fee equal to fifty percent (50%)
of each such employee's first year's total compensation with CITY (prior to any withholdings or
deductions), due and payable within 30 days of CONTRACTOR'S written request for such payment
or commencement of the employee's employment with CITY, whichever is earlier.
19. 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.
20. 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 CONTRACTOR 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 CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
21. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR
under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
22. WAIVERS.
The waiver by either party of any breach or violation of any term, 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.
23. 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 performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
24. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal 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 CONTRACTOR has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
25. 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 fulfilled and shall apply to both Parties' respective
successors and assigns.
26. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
27. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
ATTEST:
1, l/ 119- _
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
Lk 0=
ROBERT F. EPSTEIN, City ttorney
10
CONTRACTOR
By: . Eallu
Name:
H. Evan Barbier
Title: CEO and Founder
[If Contractor is a corporation, add signature of second
corporate officer]
By: G4
Name: Carla Barbier
Title: Treasurer & Co -Founder
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: Todd Berringer Extension: 3471
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
COMPLETED
T REVIEWER
DEPARTMENT
Project Manager
a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
n/a
b. Email contract (in Word) and attachments to City
City Attorney
Attorney c/o Laraine.Gittens@cityofsanrafael.org
8/23/2021
6/25/2021
2
a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
Department Director
PINS, send PINS insurance notice to contractor
❑X
❑
3
Approval of final agreement form to send to
contractor
Forward three (3) originals of final agreement to
4
Project Manager
❑
contractor for their signature
When necessary, contractor -signed agreement
❑ N/A
5
Project Manager
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
9/13/2021
_
PRINT
Project Manager
Date of City Council approval
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Forward signed original agreements to City
10/19/2021
Attorney with printed copy of this routing form
TB
7
City Attorney
Review and approve hard copy of signed
0 IL
11
iollq ZZ(
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
Q
(for Public Works Contracts)
Agreement executed by City Council authorized
9
City Manager/ Mayor
official
1
10
City Clerk
Attest signatures, retains original agreement and
16
forwards copies to Project Manager
L,y
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