HomeMy WebLinkAboutCOMMUNITY PATROL PRIVATE SECURITY-2014City of Santa 1 3
` Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form wh' n the attached agreement and all
amendments (if any) are no longer in effect.
Return form to the Clerk of the. Council Office (M-30).
Call 647-1520 if you have anylquestions.
The agreement with
COTC Office Use Only
fGIS-7 a,m
CITY OF SANT—F,
o
CLEPK [
No. N-2014-049 was com fetedon �/
p � 1 11� and final payment has been made.
(List all amendments. Use space below if needed.)
Department:
Phone/Ext.:
Signature: s 1J5�
Date:
Revised 10.31-12
INSURANCE ON FILE
I;UK t MAY PROCEED
UNTIL INSURANCE EXPIRES
—/
CLERK OF COUNCIL
DATE-. 0 2 8 2014
CONSULTANT AGREEMENT WITH
COMMUNITY PATROL PRIVATE SECURITY
N-2014-049
� P� THIS AGREEMENT made and entered into this 1-7 day of April, 2014 by and between
S,w'CI `Coommunity Patrol Private Security (hereinafter "Consultant"), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
security guard services.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall provide security guard services for the Cinco de Mayo event ("Event")
to be held in downtown Santa Ana from Friday, May 2 through Sunday, May 4, 2014 with the
number of security guards and timeframes for service as set forth in the Consultant's schedule,
attached hereto and incorporated herein as Exhibit A.
2. DELIVERY OF WORK PRODUCT
Consultant shall deliver to City all work product which results from the services
provided. Said work product shall be submitted in a hard copy and produced in a form
compatible with City's computer system, as agreed between the City's Project Manager and
Consultant.
In regard to material produced as a deliverable under the Agreement, including but not
limited to books, reports, plans, photographs, drawings, videotapes, and computer programs,
Consultant agrees, for itself and its affected officers, employees, agents, contractors, and
volunteer workers, that the authors of all such.material, whether copyrighted or not, award to the
City, and to its officers, agents and employees acting within the scope of their official duties, as a
condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license
throughout the world to disclose, publish, translate, reproduce, and use such materials.
3. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sutn to be expended under this
Agreement shall not exceed Fourteen Thousand Dollars ($14,000.00) during the term of this
Agreement.
b. Payment by City shall be made within ten (10) days following the Event, subject to
City accounting procedures. Payment need not be made for work which fails to meet the
standards of performance set forth in the Recitals which may reasonably be expected by City.
4. TERM
This Agreement shall commence on the date stated above and terminate on May 30,
2014, unless terminated earlier in accordance with Section 13, below. The Term of this
Agreement may be extended by a writing executed by the City Manager and the City Attorney.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance which shall include, but not be limited to protection against claims
arising from bodily and personal injury, including death resulting therefrom and damage to
property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the
City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b)
be primary and not contributory with respect to insurance or self-insurance programs maintained
by the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend and hold
harmless City, its officers, agents and employees (collectively, the "indemnified parties") from
and against any and all claims (including, without limitation, claims for bodily injury, death or
damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a claim; collectively, "claims"), which may arise from or in any manner related
(directly or indirectly) to any work performed or services provided under this Agreement
(including, without limitation, defects in workmanship and/or materials) or Consultant's
presence or activities conducted performing the work (including the negligent and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors,
suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or
for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing
herein shall be construed to require Consultant to indemnify the indemnified parties from any
claim arising from the sole negligence or willful misconduct of the indemnified parties. This
indemnity shall apply to all claims and 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 the Consultant.
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Facsimile: 714-647-6956
Copies to: Parks, Recreation & Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-75)
Santa Ana, California 92702
Facsimile: 714-571-4221
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile: 714-647-6515
To Consultant: Community Patrol Private Security
Attn: Jason Ledesma
1420 E. Edinger Ave. #213
Santa Ana, California 92705
Phone: 714-323-2163
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by snail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to
have been given twenty-four (24) hours after the time set forth on the transmission report issued
by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
these time frames, weekends, federal, state, County or City holidays shall be excluded.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
15. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City filly, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: � —
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Gerardo Monet, Executi Director
Parks, Recreation & Co munity Services Agency
CITY OF SANTA
DAVMCAV
City Manager
COMMUNITY PATROL PRIVATE
SECURITY
nLedesma
Operations Manager
Cinco De Mayo
NAME Friday May 2,2014
PERIOD FROM 5/2/2014 TO 5/2/2014`
DAY
CLOCK
IN
LUNCH LUNCH
START END
LUNCH
TIME
CLOCK
OUT
TOT
HOURS
FRIDAY
4:30 PM
5 Guards
0:00
11:30 PM
7:30
FRIDAY
7:00 PM
2 Guards
0:00
11:30 PM
7:30
FRIDAY
8:00 PM
1 Guard
0:00
11:45 AM
15:45
FRIDAY
12:00 AM
3 Guards
0:00
8:00 AM
8:00
4 Guards
0:00
0:00
11:30
0:00
11:00 AM
5 Guards
0:00
12:30 AM
0:00
SATURD11:45
AM
2 Guards
0:00
0:00
0:00
TOTAL HRS 83:75
NAME Saturday May 3,2014
PERIOD FROM TO
DAY
CLOCK
IN
LUNCH
START
LUNCH
END
LUNCH
TIME
CLOCK
OUT
TOT
HOURS
SATURD
8:00 AM
11 Guards
SATURD
0:00
12:30 AM
16:30
SATURD
11:00 AM
2 Guards
0:00
0:00
10:30 PM
11:30
SATURD
11:00 AM
2 Guards
6:00
0:00
12:00 AM
12:00
SATURD
11:00 AM
4 Guards
0:00
10:30 PM
11:30
SATURD
11:00 AM
5 Guards
0:00
12:30 AM
13:30
SATURD11:45
AM
2 Guards
0:00
2:00 PM
2:15
ISA DD
2:00 PM
5 Guards
0:00
10:00 PM
8:00
TOTAL HRS 388:50
NAME Saturday May 3, 2014
PERIOD FROM TO
DAY
CLOCK LUNCH
IN START
LUNCH LUNCH
END TIME
CLOCK
OUT
TOT
HOURS
SATURD
12:00 AM
0:00
8:00 AM
8:00
SATURD
12:00 AM
0:00
8:00 AM
8:00
SATURD
12:00 AM
0:00
8:00 AM
8:00
0:00
6:00
0:00
0:00
0:00
0:00
0:00
0:00
NAME Sunday May 4,2014
PERIOD FROM TO
TOTAL HRS 24:00
E H 1131 A,"`
DAY
CLOCK
IN
LUNCH LUNCH
START END
LUNCH
TIME
CLOCK
OUT
TOT
HOURS
SUNDAY
8:00 AM
11 Guards
0:00
10:30 PM
14:30
SUNDAY
11:00 AM
2 Guards
0:00
10:00 PM
11:00
SUNDAY
11:00 AM
2 Guards
0:00
10:00 PM
11:00
SUNDAY
11:00 AM
4 Guards
0:00
10:00 PM
11:00
SUNDAY
11:45 AM
5 Guards
0:00
9:00 PM
9:15
SUNDAY
11:00 AM
5 Guards
0:00
11:30 PM 1
12:30
0:00
0:00
0:00
0:00
0:00
0:00
0:00
0:00
THEIR TOTAL=
DIFF TO I $
INVOICE #
DATE
TOTAL HRS
TOTAL HOURS
356:25
852:50
TOTAL TO BE PAID $13,63200
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POLICY ti'UMBFR.- NPP s01271 27
CC3M14lERCIALGENEIIAL IABILITY
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THIS ENDORSEMENT CHANGES THE POLICV� PLEASE READ IT CAREFULLY.
ADDITIONAL INSUREDOWNERS, LESSEES OR
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This endorsement modifies insurance provided under the following:
t OMMERCUL GENERAL LIABIL--iTY COVERAGE PART
SCHEDULE-,
Name of Parson or Organizabom
CITY OF S- NRA ANA, ITS Ct iGERS,AGENT-8, AND EMPLOVM
20 CFTC CENTER PLAZA
S:AINTA ANA. CA 92701
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�.--,..--- LISA {City Attorney
Assistan
33