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HomeMy WebLinkAbout07. RMI Parking Secuirty Services PSAAPPROVED BY CITY MANAGER TO: FROM: SUBJECT: RECOMMENDATION Mayor and Members of the City Council Office of the City Manager By: Brian T. Saeki, Director of Community Development PROFESSIONAL SERVICES AGREEMENT WITH RMI INTERNATIONAL, INC., TO PROVIDE PUBLIC PARKING SECURITY SERVICES IN THE DOWNTOWN AREA That the City Council approve a Professional Services Agreement (PSA) with RMI International, Inc., to provide public parking security services in the Downtown area. BACKGROUND /DISCUSSION AGENDA MEMO DATE: July 24, 2012 On February 14, 2012, the City Council authorized the City Manager to enter into a Professional Services Agreement (PSA) with RMI International, Inc., to provide parking security services at the City -owned downtown parking structure, adjacent public parking lot, and surrounding public areas through the end of the Fiscal Year 2011 -12. RMI was selected through an informal bid process as they had the most experience in providing public parking security experience and were the most cost effective. Since the implementation of the agreement with RMI, there have been noticeable reductions in auto and other related crimes in the Downtown area. Given this, staff is recommending that the City Council continue to contract with RMI for public parking security services in the Downtown area. FISCAL IMPACT The cost to provide this service will not exceed $100,000 for FY 2012 -13. The contract would be paid out of the parking structure budget fund. Attachment: Exhibit "A" Professional Services Agreement CITY OF DOWNEY, CALIFORNIA EXHIBIT "A" PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ( "City ") and RMI International Incorporated, a California Corporation, with its principal place of business at 8125 Somerset Boulevard, Paramount, CA 90723 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. ,1A„ 2.1 Consultant. CITY OF DOWNEY PROFESSIONAL SERVICES AGREEMENT Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing economic development and redevelopment consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Downey Downtown Parking Structure Security ( "Project ") as set forth in this Agreement in Exhibit 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional economic development and redevelopment consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2012 to June 30, 2013 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.3 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Rick Rodriguez. 3.2.4 City's Representative. The City hereby designates Brian Saeki, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Rick Rodriguez, or his or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence the Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no Tess than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $2,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, during the term of this Agreement, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no Tess than A:VII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED THOUSAND DOLLARS ($100,000) without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement. The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein: Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: RMI International Incorporated 8125 Somerset Blvd Paramount, CA 90723 Email: rickr @rmiintl.com Tel: (562) 806 -9098 Attn: Rick Rodriguez, CEO City of Downey 11111 Brookshire Avenue Downey, CA 90241 Phone: (562) 904 -7154 Email: bsaeki @downeyca.org Attn: Director of Community Development 3.5.3 Ownership of Materials and Confidentiality. Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non - prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation. 3.5.6 Indemnification. Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Consultant's work on the Project or through this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, City, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. written. Executed at , California, on the day and year first "CONSULTANT" RMI INTERNATIONAL INCORPORATED By: Rick Rodriguez, President, CEO "CITY" THE CITY OF DOWNEY By: Roger C. Brossmer, Mayor ATTEST Adria M. Jimenez, City Clerk APPROVED AS TO FORM: Yvette M. Abich Garcia, City Attorney Date: DAILY PROCEDURES Patrolling Security guard /s shall continually patrol premises; a minimum of four (4) full patrolling rounds should be done per hour. These patrol rounds are made up of visiting each level, scanning in at designated points in the structure, and patrolling the out - skirts, public side -walks and area surrounding the parking structure. Patrolling is defined as a combination of guarding with the use of a type of bicycle, cart and /or on foot. Scanning Exhibit "A" SCOPE OF SERVICES City of Downey Downtown Parking Structure 8201 2nd Street, Downey, CA 90241 In addition to securing the premises, CONSULTANT will provide the CITY, at the parking structure, with a scanning system (i.e. Detex, etc.) at designated areas in parking structure. This system is to ensure continuous patrolling of site. Security guard /s are to scan in at each point on every patrol round. Designated areas for the location of scanning labels on each floor are as follows: • First: Electrical Room Door (West) Mid -way Concrete Wall (South) Elevator Machine Room (East) Mid -way Concrete Wall (North) • Second: Second Floor Stairs (West) Mid -way Concrete Wall (South) Second Floor Stairs (East) Mid -way Concrete Wall (North) • Third: Third Floor Stairs (West) Mid -way Concrete Wall (South) Third Floor Stairs (East) Mid -way Concrete Wall (North) • Fourth: Fourth Floor Stairs (West) Mid -way Concrete Wall (South) Fourth Floor Stairs (East) End Concrete Wall (West) Schedule for Security Services Da Hours Monday 8 Tuesda 8 Wednesda 8 Thursda 16 Frida 24 Saturda 24 Sunday 24 Total Per 112 Week Security guard /s are to scan in at each point on every patrol round. An electronic report of weekly scans will be emailed every Friday to the Economic Development Division by 1:00 pm. Communicating Security must have access to a type of communication system such as 2 -way radio and /or cell phone. This is to make emergency and non - emergency calls, keep in communication with headquarters, and to be easily contacted by the CITY staff when necessary. Contact Information SCHEDULE Police Emergency: Police Emergency Dispatch: Police Non - Emergency: Fire Non - Emergency Dispatch: Community Development: 911 (562) 904 -2363 (562) 904 -2319 (562) 904-7313 (562) 904 -7152 RMI INTERNATIONAL INCORPORATED RESPONSIBILITIES 1. CONSULTANT shall furnish all labor, equipment, uniforms and transportation; establish and maintain an accurate timekeeping and payroll system to ensure that personnel are paid in accordance with the contract. CONSULTANT will provide an electronic guard tour verification system. CONSULTANT is required to maintain insurance as outlined in the agreement including two years following the cancellation or termination of the agreement with the CITY. CONSULTANT will supply, at its expense, all required equipment (uniforms, equipment, vehicles). 2. CONSULTANT shall maintain adequate staff to assure that all posts are covered according to the post assignments. No post shall ever go dark due to lack of manpower. 3. CONSULTANT is prohibited from requiring its officers to sign any Non- Compete' documentation that would prohibit the officers from staying at the CITY in the event of a contract change over. 4. CONSULTANT employees shall not reproduce, transmit or remove records, files, documents, drawings related to the CITY's business without the written consent of the CITY, and shall not disclose to any persons, or another business entity, any information obtained from a direct or indirect conversation without the written approval of the CITY. CONSULTANT shall hold all such information in trust and confidence for the CITY. 5. CONSULTANT shall comply with the Immigration Reform and Control Act of 1986 (IRCA). All employees assigned to this agreement shall have had their identity and eligibility for work properly verified by the CONSULTANT Security Incorporated. 6. CONSULTANT employees shall meet high standards of appearance and demeanor, and shall at all times treat employees and visitors of the CITY with the utmost courtesy and respect. No person shall be employed for this work who is found to be incompetent, disorderly, troublesome, under the influence of alcohol or drugs or otherwise objectionable. 5. CONSULTANT shall ensure that all Togs, incident and daily reports shall be submitted to The CITY in accordance with the schedule set by the Agreement Administrator. CONSULTANT shall notify the CITY of hazards, safety violations or other conditions that pose an unsafe condition. 6. CONSULTANT will establish and maintain for the duration of the contract, all required basic and annual training programs. 7. The Agreement Administrator may request additional security services for the protection of a specific location, equipment, material, or person within the CITY's service area. 8. In the event the CITY determines a situation is an emergency, within eight (8) hours CONSULTANT shall be required to provide additional officers equal to 50% of the regular staff and any additional personnel as requested. All Security Officers provided under this situation shall present documentation verifying the minimum certifications, licenses, and training. In the event the CONSULTANT cannot provide the requested Security Officers in the time limits specified, the CONSULTANT may use a licensed Security Guard CONSULTANT to subcontract for the officers. The CITY reserves the right to verify the license, certifications and qualification of any subCONSULTANT and any assigned Security Officer. In the event the CONSULTANT cannot provide the requested Security Officers the CITY reserves the right to enter into an agreement with another CONSULTANT to provide the additional Security Officers and charge CONSULTANT for the expenses of the subCONSULTANT. REPORTS Daily Activity Report: This daily report shall be completed by each Security Officer showing a summary of incidents for the 24 -hour reporting period. Weekly Report: This weekly report shall provide a summary of hours of service, number and rank of personnel involved in providing that service, critical incidents, training, problem areas, and any other information that would clearly identify the quality of service provided by CONSULTANT. Security Notice or Courtesy Report: This report is to be used by all CONSULTANT personnel to advise The CITY of potential security concerns. This form is integral to security operations as a way of keeping the CITY managers and supervisors informed of these areas. Incident Report: This is a CITY form to report actual events. OPERATIONS MANUAL CONSULTANT shall provide an Operations Manual for the CITY facilities that include Post Orders, Emergency Procedures, shift duties and job descriptions, operating instructions for Equipment and Administrative policies and procedures. Administrative procedures shall include audit and inspection conduct, pre - employment, incident and administrative investigations, contingency planning for natural, technological, and crime - related threats, liaison and coordination with public safety and emergency service organizations, facility access control, and patrol of the CITY's properties. A draft operation manual will be due 30 days after execution of this agreement for review and comment by the CITY's Agreement Administrator. A final report will be due no later than 60 days after execution of this agreement. PERSONNEL CONSULTANT shall staff each service area as indicated on the post assignments with personnel of the following ranks: Security Officer, Supervisor, and Manager who shall provide the following service: a) Provide security for the CITY, and its employees and visitors. Enforce control over removal of the CITY property, documents or any vital material as identified by the CITY. b) Respond to all alarm conditions to investigate and report. Make notification as necessary, summons and assist emergency personnel and conduct emergency evacuations. c) Respond to incidents and take reports. Security Officers are to observe and report and provide assistance in security and /or safety related situations. Security Officers shall collect reports, record statements, take photographs, and make notifications and safeguard evidence and the crime scene. e) Summon and cooperate with and assist law enforcement agencies in connection with crimes committed against the CITY, including safeguarding the scene of a crime to protect possible evidence. f) Perform general duties as specified in the Operations Manual, provide special security services as outlined in the Special Guard Service Request form, and perform any additional duties as requested in writing or via email from authorized requestors. g) Certify and maintain all training requirements as required by the CITY. h) Ensure that all personnel are aware of federal, state, and municipal laws governing or potentially involving officers assigned to the CITY. Officers shall be required to understand laws relative to questioning, detaining, search and arrest. Officers should be trained in Avoiding Sexual Harassment, Workplace Violence Awareness, and Basic Hazardous Materials Awareness. RECRUITMENT AND SELECTION 1. CONSULTANT shall maintain manpower levels capable of meeting the call -back requirements without regard to riot, war, the enactment, issuance or operation of any municipal, county, state or federal law, ordinance or executive, administrative or judicial regulation, order or decree, or any local or national emergency, or any other similar cause outside of the control of CONSULTANT. 2. CONSULTANT shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, integrity, and shall be responsible for taking disciplinary action with respect to its employees. The CITY reserves the right to initiate an action, up to and including criminal prosecution, against CONSULTANT personnel should such personnel create or cause to occur any loss or harm to the CITY's personnel or property. 3. CONSULTANT shall submit a Letter of Affidavit for each person assigned to the CITY certifying that the individual does not have a criminal history, possesses a valid California drivers license, valid guard registration issued by the State of California and has met all the hiring and training requirements. 4. CONSULTANT employees, before starting an assignment at the CITY, shall pass a drug test, IRCA testing requirements, posses a valid Social Security card, pass all criminal history checks including felonies, misdemeanor convictions for drugs and alcohol, convictions for violence or hate related crimes, reckless driving, or driving while under the influence of alcohol or drugs. 5. The CITY reserves the right to refuse the assignment of any CONSULTANT employee it determines will create a liability for the CITY. DUTIES AND RESPONSIBILITIES Project Manager This will be a full time position to the CITY and shall administer the contract on behalf of the CONSULTANT, and shall be the liaison between the CONSULTANT and The CITY, and meet with the CITY's Agreement Administrator as specified by the CITY. The Project Manager shall be responsible for coordinating officer scheduling, production and updating the Operations Manual, officer disciplinary action, and other special assignments as directed by the CITY. Supervisor Under the direction of the Project Manager this position is responsible for directing and supervising the Security Officers assigned during its work shift in ensuring the security of the building or facilities under their control and responsibility. Supervisors shall assign and deploy security staff, direct responses to emergencies and incidents, initiate emergency notifications. Supervisors shall randomly inspect each officer and evaluate each officer assigned during their shift to work at all facilities, and shall inspect and certify the proper operating condition of all patrol vehicles assigned within their areas of responsibility. Supervisors shall also be responsible for the operation and monitoring of a Security Control System Console that may include: Access Control System monitoring and operation, alarm system monitoring and operation; video monitoring /surveillance system monitoring and operation; communications system monitoring and operation and fire system monitoring and operations. Personnel occupying this position must be familiar with the operation of such systems as named above, and by demonstration upon application have a working knowledge of basic computer operations, including using programs designed for transmitting and receiving electronic mail and messages, word processing, spread sheets, and library type files. Security Officer Under direct supervision, provide physical security for the CITY assets and personnel through patrolling, access and property control hazard identification and reporting, emergency response, building emergency evacuation and the enforcement of the CITY's Security Policies and Procedures. General duties include escorting, visitors' assistance and identification, lock and unlock assignments, alarm investigation, crowd and traffic control, and assisting in emergency evacuation and drills. SELECTION REQUIREMENTS CONSULTANT personnel shall meet the following minimum requirements before being assigned to the CITY: a) Posses a valid hard guard registration issued by the State of California. A temporary card is not acceptable. b) Proof of IRCA eligibility, e.g., Social Security card and green card. c) Acceptable comprehensive background check relative to criminal history, driving record, and verification of experience, including drug screening. d) Valid California Motor Vehicle Operators License. e) One (1) year of experience in security, customer service, loss control, emergency services, public safety, military service or other related fields. f) Valid First Aid and CPR certifications. g) Have a high school diploma or equivalent. SELECTION PROCESS The CITY security staff will participate in the selection process to determine the Project Manager and Supervisors positions. The CONSULTANT is expected to make every effort to recruit and retain the highest possible caliber of security personnel. This effort will be demonstrated by providing proof of recruitment efforts, e.g., classified advertisements, ROP and veteran programs. TRAINING Basic Training CONSULTANT shall, within 30 days following award of an agreement, certify to the Agreement Administrator as to the satisfactory completion of Basic Training of each of its employees assigned to the CITY. Basic training shall be completed by the CONSULTANT prior to assignment. Required training for all Security Officers shall include the following: a) Orientation: To include the CONSULTANT's Security Program, organizational protocols, public relations, deportment and appearance, reporting and note taking, hazardous materials orientation, review of duties and responsibilities, emergency response overview, and incident reporting and investigation. b) Access Control and CCTV Systems: Proper methods of identifying and verifying employees and visitors. c) Reporting: Types of reports used by the CONSULTANT, where these reports are sent and why they are necessary. d) Legal powers and limitation: California Penal Code, use of force, search and seizure, arrest powers. Observation and Patrol: Patrol procedures, crime prevention principles, inspections, and liaison with law enforcement officials. e) Emergency Response: Bomb, contamination and terrorist threats, fire safety and evacuation, procedures during earthquakes, and medical emergencies. f) Communications Systems: The CONSULTANT and allied radio systems, the CONSULTANT telephone system, and telephone etiquette. Traffic Control and Parking: Access control for vehicles, vehicle identification, and on -site parking control. h) Report Writing: Basic report writing techniques. i) Plus additional training as required Annual Training CONSULTANT shall develop an annual training program approved by the CITY, for all security employees. The training program will include course description and subject g) matter, method of instruction and training instructors. This program shall provide CONSULTANT employees with the latest requirements, ideas, program and devices available for professional protection and security services. Each Officer assigned to the CITY shall be required to complete the course and pass a written examination to continue under this assignment. The examination shall cover all the subjects under basic training. PRE - ASSIGNMENT SITE ORIENTATION Security Officer will not be allowed to perform in a regularly scheduled position without a minimum of eight hours of direct supervision and instruction on any post. A Supervisor or Project Manager must evaluate the performance of any Officer and certify as to their suitability for assignment prior to any regular scheduled work. PERFORMANCE STANDARDS 1. CONSULTANT shall maintain personnel files on each Security Officer assigned to the CITY. Each file shall include proof or documentation of employee having met all employment requirements, initial training, basic and annual training, annual performance evaluations, special training for officer level and assignment, e.g., control and badge I.D. procedures, attendance and disciplinary records, and certification of CPR and First Aid approved training (within the first 30 days of assignment). 2. The CITY shall inspect and test all services, equipment or materials furnished or utilized in the performance of services. Such inspections and testing will be conducted in a manner so as not to unduly interfere with CONSULTANT ability to carry out its responsible. Should the CITY determine that services and /or equipment or materials used by the CONSULTANT are not satisfactory, the CITY shall inform CONSULTANT in writing and require CONSULTANT to take immediate action to bring such matters into compliance with the terms of the agreement. 3. Should CONSULTANT fail to make the necessary changes to comply with the requirements of performance standards, the CITY may elect to procure or furnish services and charge CONSULTANT for any cost that is directly related to this issue, or terminate the agreement. 4. A thorough review of performance will be conducted and documented annually for each Security Officer. Each Officer must demonstrate a working knowledge via a written examination and /or observation by the supervisor, in the following areas: a) Emergency response plans, bomb threats and fire /safety evacuation plans. b) All systems, checkpoints, and conditions of normalcy associated with roving rounds. c) The responsibilities associated with after -hour employee escorts to parking facilities. d) Access control procedures as they apply to field locations and office buildings e) The duties and responsibilities as outlined in their job description. f) Submit written reports, which are grammatically correct and able to be presented for management and /or potential litigation review. g) Each entry level and experienced Security Officer shall demonstrate the ability to maintain those skills necessary to ensure initial hiring under this contract. 5. Every regularly assigned Security Officer (those with more than 90 days assignment to the CITY) shall demonstrate, via examination, on -site observation by their supervisor and actual performance, the ability to: a) Respond and control emergency situations, as defined within the scope of their responsibility. b) Work effectively with law enforcement, fire safety, or other emergency service agencies who may respond to an unusual occurrence at any of the CITY's facilities. c) Perform in accordance with the objectives as set forth for all entry level Security Officer and shall adhere to the duties and responsibilities. 6. Every supervisor and manager shall maintain up -to -date knowledge and skills necessary to perform their duties. Supervisors are expected to conduct inspections and testing to ensure compliance with the requirements of the agreement. Supervisors shall visit posted officers to be sure that they understand the requirements of the post and to observe the implementation of those requirements. Supervisors are also expected to periodically perform their own assessment of security and hazardous conditions in addition to patrols made by their assigned personnel. a) Meet each of the performance objectives as outlined for all security levels as stated above. b) The ability to train and serve as a positive role model for security officers in meeting the requirements of this assignment. c) The ability to ensure compliance with the rules, regulations, duties and responsibilities by each subordinate officer assigned to this contract. d) The ability to assist in the orientation and training of new and experienced officers assigned to this contract. The ability to provide assistance and guidance to all Security Officers on matters of policy and operating procedures and personnel matters by; advising subordinates of changes in procedures; informing the CITY of questions, concerns or matters requiring further clarification and direction; scheduling personnel to meet post assignments under normal and emergency conditions; providing accurate time and attendance data for UNIFORMS /EQUIPMENTNEHICLES COMPENSATION AND BENEFITS CONSULTANT payroll system; and providing documentation of all training to the Agreement Administrator. 1. CONSULTANT shall supply each Security Officer with complete uniforms at no cost to CONSULTANT employee. CONSULTANT shall supply headgear or hats that are appropriate for the assigned post, or as directed by the Agreement Administrator. CONSULTANT shall supply jackets /coats, and all rain /foul weather gear required and appropriate for the assigned post or as directed by the Agreement Administrator. Uniforms worn by CONSULTANT personnel shall have patches, shoulder patches and other insignia approved by the CITY. Patches shall be worn on the shoulders of dress and field uniforms and on baseball caps. CONSULTANT personnel shall wear the security badge of the firm for whom they work. Name identification will be worn over the left breast pocket of field uniforms. Dress uniforms will have a silver or gold nameplate. Female Security Officers shall have appropriate uniforms and equipment especially designed for use by women, which shall be provided by the CONSULTANT and approved by the CITY. CONSULTANT shall supply Project Manager and Supervisor with a blazer for Board functions. 2. Supervisors will monitor the cleanliness and serviceability of officer uniforms. CONSULTANT will be required to provide one replacement shirt and pair of trousers per year at no cost to the officers. a) Equipment: CONSULTANT shall provide the necessary equipment such as flashlights, clipboards, reflective vests and other necessary equipment as approved by the CITY, and the CONSULTANT shall furnish hand -held radios. b) Firearms: CONSULTANT personnel assigned to this contract are not authorized to carry or have firearms in their possession. 3. All vehicles, radios, and other equipment required shall be maintained in good working order throughout the length of the contract. 1. CONSULTANT shall be required to pay all wages, salary, shift pay, taxes and benefits pursuant to state and federal law. CONSULTANT shall maintain accurate records of the hours worked and leaves taken for each employee. Timesheets for each employee shall be submitted with the proper invoice. CONSULTANT employees shall be paid in full for hours worked at the end of the pay period. LAWS 2. All overtime shall have prior approval from the CITY before assigning overtime hours. The Project Manager position shall be considered exempt from overtime pay. CONSULTANT shall keep apprised of all laws, labor laws, ordinances, and regulations affecting its employees and of all orders, decrees or tribunals having jurisdiction or authority over the same. CONSULTANT shall comply with and shall cause all its agents and employees to observe and apply all applicable laws, ordinances, regulations, orders and decree in effect or which may become effective during the term of the agreement. COMPENSATION The anticipated total annual cost of security services is not to exceed one hundred thousand dollars ($100,000.00). The cost of security services is based on the billing rate of $16.00 per hour for a Security Officer. No other charges shall apply without the written approval of the City of Downey's Director of Community Development.