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HomeMy WebLinkAbout10. Approve Agrmt w-G4S Secure Solutions for the Operation of the Downey City JailI MR 10 TO: HO CITY MANAGE,"ri FROM: OFFICE OF THE CITY MANAGER BY: DEAN R. MILLIGAN, CHIEF OF POLICE_ DATE: FEBRUARY 25, 2020 SUBJECT: APPROVE THE AGREEMENT WITH G4S SECURE SOLUTIONS FOR THE OPER 1 ;1*6161 Ly, r, J 4 -Z That the City Council approve the Agreement with G4S Secure Solutions (G4S), for the operation of the Downey City Jail, and authorize the Mayor to sign the Agreement. Since 1998, the City has maintained a contract with Correctional Systems, Inc. (CSI) which lat was absorbed by GEO Corrections and Detention, LLC in 2014 to provide jailer services for th Police Department jail. In 2017, The GEO Group, Inc. bought GEO Corrections and Detention and assumed the 2014 contract. The current contract was approved in November 2014 for a year term, including two one-year extensions. The current contract expired on November 30, 2019. Since that time we have been operating with the GEO Group, Inc. on a month to month contractual agreement. I This program was partially funded with monies from the Supplemental Law Enforceme Services Fund (SLESF) COPS grant. i In September of 2019, the City of Downey issued a Request for Proposal (RFP) for jail services. During this time period we received responses from two jail services providers: The GEO Group, Inc. and G4S. Subsequently, the Chief and his management staff evaluated the qualifications of the two jail service providers. Based on the results of the evaluation of the proposals G4S provided the lowest and most cost effective bid. Therefore, it is recommended that the City enter into a one-year contractual jail services agreement with G4S commencing March 1, 2020 through February 28, 2021. APPROVE THE AGREEMENT WITH THE GEO GROUP, INC. FOR THE OPERATION OF THE DOWNEY CITY JAIL FEBRUARY 25, 2020 PAGE 2 OP Ulm - 1140 0 1 rNTAN MEN i&SY-Y, 0M -3- � j • I;,•I s=5VzRo savings to the City. I- 501111 Am- =� FISCAL IMPACT The Police Department's 2019-2020 operating budget currently allocates $340,000 for the jail services contract account #10-4-2112-0700. ATTACHMENT K AGREEMENT BETWEEN THE CITY OF DOWNEY AND THE G4S SECURE SOLUTIONS (USA) INC. FOR THE OPERATIONS AND MANAGEMENT OF THE DOWNEY CITY JAIL A jlIII k WE-11-11--- �� will lq;l Ill, 1111111111111111111111111111 1;11111 1111111111 Pill 1111111 llll« « &»<;r:� I IL7, � j 7 7,�, 1 ffarT11ff �W I " , 't I1 ill 5-12111" "EllulliRl il�ilillxxll\i/�»�ll��:� 0%TlTllx--Wl!T7,Fjvlr7TMrMI III Anaheim, CA 92806 Phone (714) 939-4900 CITY'S ADDRESS: City of Downey 1111111rookshireAve Downey, CA 90241 Attention: City Manager SERVICE COMMENCEMENT DATE: March 1, 2020 THIS AGREEMENT ("Agreement") is dated and executed on .. 2020, by and between the City of Downey, California municipal corporation and charter city ("City") and G4S Secure Solutions (USA) Ia Florida corporation, authorized to do business in the State of California ("Operator"). WHEREAS, City owns a City jail used to book, fingerprint, house and care for prisoners; and WHEREAS, City and Operator desire to enter into an agreement whereby Operator will provide the operation, management and supervision of City's existing jail in accordance with the laws, rules, regulations and procedures of the State of California, including without limitation California Code of Regulations Titles 15 and 24, and as set forth in this Agreement; and WHEREAS, City and Operator are authorized to enter into this Agreement under applicable law; NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: Section 1. Definitions. A. "City's Technical Representative" (sometimes referred to as the Jail Supervisor) shall mean the person assigned by the Department as the official liaison or point of contact between the City and Operator on all matters pertaining to the operation and management of the City's Jail Facility, who works for, and is paid by, the City. The Jail Supervisor will be the point of contact between the City and Jail Superintendent on day-to-day operations, unless the Department appoints a different point of contact. Decisions regarding policy or operational changes will necessarily be forwarded up the chain of command through the Records and Jail Manager to the Administrative Services Division Commander. B. "Department" shall mean the City of Downey Police Department. C. "Employee" shall mean any person employed by and/or under contract by the Operator, expressed or implied, oral or written, to provide the services under this Agreement. Employee shall include the Jail Superintendent and persons employed as Jailers. D. "Jail" or "Jail Facility" shall mean the City of Downey detention facility located at 10911 Brookshire Avenue, Downey, CA 90241, and identified by the California Board of Corrections as a Type 1, used for the confinement of persons for the defined time under the definition of a "Type I" facility or less pending their release, transfer or appearance in court. E. "Jailer" shall mean Employees and the Jail Superintendent who perform the services under this Agreement and in accordance with applicable laws. shall apply. orders, and California State Board of Corrections standards, the more stringen 1. "Operator" shall mean G4S Secure Solutions (USA) Inc. As used in this Agreement, Operator shall also include Employees of G4S Secure Solutions (USA) Inc. when such use is appropriate in the context • the text. J. "Service Commencement Date" shall mean the date upon which the Operator this Agreement. Section 2. PurQftsc. The purpose of this Agreement is to establish the terms and conditions under which Operator will operate and maintain the Jail Facility. 9�� Section 3. 0-ant of 0pcI-llti1IlL!jjg!11t. City hereby grants to Operator the sole and exclusive right to operate the Jail for the Term, as defined herein, and Operator agrees to provide all labor to staff and operate the Jail Facility and all supplies and equipment, except those that are otherwise provided by the City, as necessary pursuant to the terms and conditions herein specified. Operator accepts the Jail Facility in an as -is condition. Section 4. Scope of Services. In accordance with the terms of this Agreement and applicable California and Federal law, Operator shall operate, manage, supervise and maintain the Jail Facility for City as described in Scope of Services, which is attached hereto and incorporated herein as Exhibit A. This includes but is not limited to receiving, processing, housing, monitoring, transporting and/or releasing prisoners arrested by officers of the Department and/or any other law enforcement agency, and performing other related duties as outlined in the Department's "Jail Bureau Manuals." "� Ustilva,11" This Agreement shall be for a period of one year commencing upon the Service Commencement Date of March 1, 2020 and terminating thereafter ("Term"). The City Manager or his designee, in its sole authority, may grant up to three one-year extensions to the Term. The extension shall be upon the same terms and conditions as set forth in the Agreement, subject to any modifications upon mutual written consent of the parties. Section 6. Citv (,fse of .);)if Facilitv. A. City's Use of Jail Facility. City shall have the right to access the Jail Facility at any time to: (i) conduct inspections to determine Operator compliance with the requirements of this Agreement, the Jail Bureau Manuals or with other applicable operational standards; and (ii) conduct normal and legitimate police activities, including but not limited to fingerprinting or interviewing of prisoners, in a manner that does not adversely affect the Operator's activities. B. Locks and Keys. The City shall provide Operator and its Employees with all keys and security devices necessary to operate, manage, supervise and maintain the City's Jail Facility. The O%erator and its Ern%topecs shall be resroonsible for the and accounting-aL all keys and security devices, Operator and its Employees shall use City provided keys only and shall not duplicate any key or change any lock without the express prior written permission of City. Nor shall Operator or its Employees provide, lend or give such keys to any third person or entity not authorized to provide services under this Agreement. For each of the purposes set forth in A above, City shall at all times retain and have the right to use keys to all Jail Facilities, In addition, City shall have the right to use such keys and any and all other means which City may reasonably deem proper to open any lock upon or about the Jail in order to obtain entry in an emergency. C. Liability of City. City shall have no liability to Operator for any exercise of City's rights under this Section 6 (City Use of Jail Facility) except for: (i) City's failure to exercise due care for Operator's property; and (ii) City caused damage to facilities which Operator is otherwise required to maintain or repair under this Agreement. Except as provided in this 4 Section, Operator hereby waives for itself any claims for damages for any injury or inconvenience to Operator or interference with Operator's business, or any loss occasioned thereby. Fill IMERM clearl all -11L d11U 'IT111 11UL11 �O IIIU1111LIIII a clearl all maintenance or repairs as outlined above. E. Fixtures. The Operator and Employees of the Operator are strictly prohibited from installing machinery, equipment, and/or electronic devices and/or any other personal property ("Fixtures") in the Jail Facility without prior written approval from the Jail Manager. If City has given its prior written approval for such Fixtures and their installation, the cost of the Fixtures and their installation shall be borne by Operator and such equipment shall constitute Fixtures and remain part of the Jail and may not be removed from the Jail unless replaced by a similar item within a reasonable time period. F. Damage to Jail, Any and all damage to the Jail Facility shall immediately be reported to the Jail Supervisor, or in his absence, the Watch Commander, Promptly after the occurrence of any loss or damage to the Jail that materially affects the continued operation of the 5 Jail, the parties shall notify each other of such loss or damage and shall jointly assess the nature and extent of such Jbimage or loss. As soon aspracticable and desirable thereafter,-Lhe parties shall determine to rebuild, repair or restore such damage or loss or to terminate this Agreement as provided for in Section 13 (Default and Termination). In the event Operator and City shall determine to repair, rebuild or restore the jail, Operator and City shall mutually determine the allocation for payment of the costs of undertaking such repair, rebuilding or restoration, If City and Operator determine not to rebuild, repair or restore the Jail, then this Agreement shall terminate with respect to the Jail thirty (30) days after such determination is made in accordance with Section 13. Neither party is under any obligation to rebuild, repair or restore the Jail. Operator shall complete all damage reports required by the Minimum Standards, including those required by City. In the event it is determined that the damage to the Jail was caused by Employees of the Operator through either negligence or failure to adhere to proper policy and procedure as outlined in the Jail Bureau Manuals, the cost of repair to the Jail facility will be borne solely by the Operator. Section 8. !)iwrator's Emnlovees, A. Employee Background Investigation: A background investigation shall be made by Operator of the Jail Superintendent, and all prospective Employees prior to any prospective employee being hired by Operator for assignment to the Jail, at Operator's sole expense. Results of such investigation shall be made available to the City and the City shall have the right to interview and reject or approve all prospective Operator Employees before being assigned to the Jail, provided that any rejection is made in writing and in accordance with applicable law. Operator shall maintain on file for each employee two completed fingerprint cards, a photograph taken within the last six months, a criminal history, and immigration information (where ilicablei 01 r shall irovide Citi with unlimited access to the versonnel files of Em loyees irato R 91-1 [-'_I I 17-IIR E UM IN MEN 110 Iffit" I I I FAI I . Employment/Qualifications Verification: Conduct a five (5) year employer background check to verify applicant has not been terminated for other than honorable circumstances and to verify education and periods of employment. In addition, Operator Itersonnel shall successfully complete a medical evaluation that confirms their ability to perform the essential functions of the job prior to assignment to the Jail. 2. Education: Conduct an education review of the applicant to determine completed educational level. Validate all references made to completing "Equivalency Test" for High School level. 3. Drugs: Conduct a random drug -screening test to verify non -usage of drugs upon initial hiring or thereafter "for cause". Applicants who are narcotics offenders or use dangerous drugs or use alcohol to an excessive degree as defined by City will be disqualified. W474refflTZ "11 11 11 WE M11111 I I 1 1!1111111 1 11=11�� 5. DMV Check: Operator shall provide California Department of Motl Vehicles (DMV) reports on all prospective employees to City for review. City shall establi-I minimum driving requirements for any Operator employee who will be driving any City vehicle, which must be adhered to by the Operator and its Employees. 6. Fingerprints: Process through Live Scan the applicant's fingerprints for the California Department of Justice and NCIC/FBI clearance. Fingerprinting and processing of applicant to obtain clearances shall be performed by the City, with the required Department of Justice fees paid by Operator, Fingerprinting must be completed, and clearances received prior to applicant working in the City Jail Facility. 7. Credit Check: Conduct a standard credit check to determine financial responsibility, Interview all credit agencies that have given a negative review to determine the cause of said negative review. 8. Psychological Review: Conduct a Minnesota Multiphasic Personality & Intelligence Test (MMPI) to determine moral integrity and mental stability of applicant. The psychological evaluation shall be conducted by a clinical psychologist acceptable to the City. C. Orientation and Training: Operator shall provide an orientation program for all Employees, as well as initial and recurring training in compliance with the applicable Minimum Standards and this Agreement. All training shall be conducted as close to the Jail as possible. Operator shall provide City with access to the training records of all Operator Employees assigned to or working in the Jail. D. Court Appearances: Operator shall pay all costs associated with court appearances made by Employees arising out of services provided under this Agreement. E. Lines of Authority: Operator's Jail Superintendent will report orally and in writing to City's Technical Representative when or if problems are experienced in the Jail such as, but not limited to, inappropriate behavior in the Jail, use of force by an Operator's employee, accidents in the Jail, etc. In the absence of the Technical Representative, such report shall be prepared immediately after the situation is stabilized and reported to the Watch Commander. F. Reassignment of Operator Employees: City reserves the right without cause to require the Operator to immediately remove and reassign any Employee from the Jail Facility, provided such request is in accordance with applicable law. Initial notification may be provided to the Operator orally, as long as City immediately provides Operator with formal written notice to immediately remove and reassign any Employee from the Jail Facility. Section 9. Orientation near 'Vr ' * Y14111111 - A. Operator shall ensure that all. Employees assigned to the Jail Facility are in compliance with the applicable training required by law. B. Operator shall provide and ensure that the following training levels are achieved and maintained by Operator's Employees, at Operator's expense: I . Jailer Training. In compliance with California Penal Code Section 831 and the terms of this Agreement, City requires that 50% of the Employees assigned to work at the Jail Facility shall have successfully completed a 170 hour "Type I" Corrections Officer Core Course training class ("Core Course") provided by a vendor approved by the California State Board of Corrections (Title 15 Training) before they are assigned to carry out the requirements of this Agreement. All Jailers who have not successfully completed the Core Course shall successfully complete the Core Course within their first twelve (12) months of working at the Jail Facility. In compliance with the California Corrections Standards Authority annual traininij rewirements, each Jailer as ned to the Jail Faciliti shall comilete twentifour (24) hours 0 1 Loin fruset" 1 GrA 4 1111!111 Wgums) r-mmell I &--r* 2. Jail Superintendent's Training, Prior to assignment as the Jail -ore Course training class provided by a vendor approved by the California Corrections Standards Authority, and have at least one (1) year experience working as a custody officer in a detention facility, and one (1) year in a supervisory capacity. Upon recommendation from Operator, the City, in its sole authority, may waive this requirement for one (1) year of supervisory experience. The Jail Superintendent shall successfully complete the Corrections Standards Authority approved 80-hour Type I STC Supervisory Course ("Supervisor Core Course"), prior to working at the Jail Facility. The Supervisor shall complete all training requirements, as outlined in Title 15, Article 3 TRAINING, PERSONNEL, AND MANAGEMENT, Section 1021, In compliance with the California Corrections Standards Authority annual training requirements the Jail Superintendent shall complete twenty-four (24) hours update instruction during any year he/she is not participating in a Supervisor Core Course. 3. On -the -Job Orientation and Training. All Jailers and Jail Superintendents shall attend eighty (80) hours of orientation with the Department prior to beginning actual service or concurrently with actual service ("Orientation"). In addition, all Jailers and Jailer Superintendents shall participate in on-the-job training with the Department. 4. Basic First Aid. All Jailers and Jail Superintendents shall have successfully completed a basic first aid course, including CPR, provided by a vendor �, C� - I -- merican Heart Association- and maintain cur -rent certifications in both first aid and CPR. This may be provided as part of the eighty (80) hours 5. Department of Justice Criminal Offender Record Information (CORI) Training. All Jailers and Jail Superintendents shall complete a State of CaliforniR mandated, minimum four (4) hour class on handling criminal offender record information. This training will be provided by the City at a location agreed upon by both parties of this Agreement and may be part of the eighty (80) hours Orientation. 6. Fire and Life Safety. Pursuant to Penal Code Section 6030(c), all Jailers and Jail Superintendents shall successfully complete a general fire and life safety training 8 established by the Jail Bureau Manual, which is specifically related to the Jail Facility. This may be provided as part of the eighty (80) hour Orientation. 7. Department's Jail Bureau Manuals. The City Technical Representative shall provide an overview to Operator's Employees and Jail Superintendents of the , ", I iw_Xwlicies and i%rocedures contained in the Jail Bureau Manuals tha affect t tperation of the City's Jail Facility prior to an Employee or Jail Superintendent being Rssigned to work at the Jail Facility. 8. Orientation. City in conjunction with Operator shall assist Operator in the initial training orientation of Operator's Employees to operate the Jail Facility prior to working at the Jail Facility. This shall be part of the on-the-job requirement set forth herein. C. Stability of Supervision: The Jail Superintendent position is critical to the successful execution of this Agreement and must be filled by a person selected mutually by the Operator and the City's Technical Representative. Because it is required that Jail Superintendent candidates have a minimum of one-year supervision experience in a jail or jail facility, it is required that the Jail Superintendent will remain at least one (1) year at the Jail Facility, assuming the Jail Superintendent remains an employee of Operator, and Operator will not assign the Jail Superintendent to another jail facility operated by Operator. However, the City may seek the removal of a Jail Superintendent in writing in its sole discretion, provided such removal is in accordance with applicable law. Section 10. Citv's Res Ronsibilities. A. Cooperation. City shall cooperate with the Operator in all matters of law enforcement, security and communication. B. Information. City and Department shall assist and cooperate with Operator providing information requested and needed by Operator in the screening of candidates fJ employment to the extent legally permitted. No liability shall attach to City or Department Operator for such assistance, however, and Operator agrees to fully indemnify and ho harmless City for providing such assistance. C. City Policies and Applicable Court Orders: City shall provide Operator with copi of all City and Department policies applicable to City's Jail booking and custodial procedures a] with any applicable court orders. A. City agrees to compensate Operator, and Operator agrees to accept in full satisfaction for the services required by this Agreement the consideration more particularly described in Exhibit B, attached hereto and incorporated herein. Said consideration shall constitute reimbursement of Operator's fee for the services as well as the actual cost of any labor, equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). Operator shall invoice City on a monthly basis and City shall pay within thirty (30) days of receipt of invoice. W Tne circurfisTances, may NOW or MY anovv-,Wperator To PUI-SUU SUU11 PIMI 01 QUIZ. �,ALJ it will not exercise its remedies hereunder with respect to contract default for so long as Operator diligently, conscientiously, and timely undertakes to cure the deficiency in accordance with the approved plan. If City does not allow Operator an extension of the cure period, the twenty (20) IN iay time period shall be suspended during the period of time the Operator's request for an extension of the cure period is pending before City. B. Termination for Default. City may terminate Operator's operations and management services whenever City determines that Operator has failed to satisfactorily perform its contracted duties and responsibilities in conformance to the specifications identified in this Agreement, and is unable to remedy such failure in accordance with paragraph A above. Such termination shall be referred to herein as "Termination for Default", This Agreement may then be terminated by City upon service of a ten (10) day written notice to Operator. C. Further Rights. The rights and remedies of the parties provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement, D. Termination for Operator Bankruptcy or Insolvency. In the event of the filing of a petition of bankruptcy by or against Operator or in the event of insolvency, City shall have the right to terminate this Agreement without penalty upon the same terms and conditions as a Termination for Default. E. Termination for Damage. Either party may terminate this Agreement as provided in Section 71 (Damage to Jail) by giving thirty (30) days' notice of its intention not to rebuild, repair or restore the affected premises. Such termination shall be referred to herein as "Termination for Damage". F. Termination without Cause. In addition to the other termination and default provisions of this Agreement, each party reserves the right to terminate this Agreement without cause by providing the other party with ninety (90) days of notice of termination. In the event of termination without cause, the Operator shall be paid for all services rendered to and including the effective date of termination. Section 14. Indemnification. A. Operator shall indemnify, defend and hold City, its elected officials, officer employees, agents and volunteers free and harmless with respect to all claims, suits, action liabilities, expenses and/or costs of any kind, whether actual, alleged or threatened, actu attorney's fees incurred by City, court costs, interest and defense costs including expert witne fees and attorney's fees awarded by law or statute should the matter proceed to trial and t prevailing party is awarded such fees,, where the same arise out of, or are connected with, whole or in part, the willful or reckless misconduct, deliberate indifference, or negligent acts a omissions of Operator, or any of Operator's officers, agents, employees at contractors/subcontractors, in the performance of the Agreement, • which result in de, [�tersonal injury or property damage to any individual or entity, including the employees officials of Operator. B. City's Choice of Counsel. If City is placed on notice of a pending suit or is sued as set forth in subsection A above ("Claim"), City shall give Operator notice of such pending suit. City shall have the • to select its • legal counsel to defend the interests • City, and the costs and expenses for such legal counsel shall be paid by the Operator on a monthly basis M work is being performed by the legal counsel in defending City. I Section 15. Insurance. A. Time I'M, ConuLliuticq, Operator 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. Operator shall also require any subcontractors providing Services under this Agreement to provide evidence of insurance in compliance with these insurance requirements prior to commencing Services. At the end of each contract year, the City may request to review the insurance requirements and modify insurance requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances, Any modification to these insurance requirements shall be subject to mutual agreement. If mutual agreement cannot be achieved, either party may terminate this Agreement. B. tAinin111111 Req�iircments, Operator shall, at its expense, procure and maintain for the duration of this Agreement insurance against claims for injuries, death, loss or damages which may arise from or in connection with, in whole or in part, Operator's obligations under this Agreement. Such insurance shall meet at least the following minimum levels of coverage: I Minimum Seot�LL �or In, uratice% (a) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (b) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code I (any auto) or if Operator owns no autos, Code 8 (hired) and 9 (non -owned); (c) Workers' Compensation: Workers' Compensation insurance as required by the State of California with Statutory Limits; and (d) Employer's Liability Insurance. 2. Minimum Limits of Insurance, Operator shall maintain limits no less than: (a) Commercial General Liability (CGL),. No less than $10,000,000 per occurrence, for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (b) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (c) Workers' Compensation: Workers' rio-gicirsi, 't-3tdiry UV*r 'vjvtii Limits; (d) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. If the Operator maintains broader coverage and/or higher limits than the minimum required by City, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Operator, Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3. Professional Liabilitv O'n-ors & Omissions), Operator shall procure and maintain for a period of five (5) years following completion of the Services, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an IN amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. urance Endorsements. The insurance policies shall contain the following provisions, or Operator shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: 1. Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that: (a) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability, actual or alleged, arising from the Services performed by or on behalf of the Operator or Operator's officers, agents, employees or contractors/subcontractors, including materials, parts or equipment furnished in connection with such Services; and (b) the insurance coverage shall be primary insurance with respect to the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Operator's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Operator's insurance (at lease as broad as ISO • CG 20 10 11 85 or •• CG 20 10, CG 20 • CG 20 33 • CG 20 38; and CG 20 37 forms if later revisions are used). The additional insured coverage is provided to the extent • the indemnification obligations • Operator under this Agreement and shall not be construed so as to make Operator or the issuer of policies, liable for the negligence, acts, errors or omissions of the aforementioned requested additional insureds. 2. Waiver ol'Stibrotwilon, Operator hereby grants to City a waiver of any right jhie *1 jim 4V vi IIM I. a lilt" AT11 0 1 1 WMER n I i W M7TUIVUL • ovisio appiles regataie I THICLUM V1 110L Ule k-171-Ta"777FU=1 • from the insurer, 3. 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 with written notice by certified mail, return receipt requested to the City; and (b) any failure • comply with reporting • • provisions • the r• including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers, D. 111dinary Co%,eraae. For any claims related to this Agreement, the Operator's 11 11 V,1 11, 11 Q 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and ers. Ank, insurance or self-insurance maintained bA the Cit-,* its directors officials,- officers, employees, agents and volunteers shall be excess of the Operator's insurance and shall not be called r• to contribute with it in any way. E. Separation of Insureds. No 'Soccial Limitations, All required insurance shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special 13 limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. F. Deductibles and Self -Insurance 1�&entions. Any deductibles or self -insured retentions must be declared to and approved by the City. City may require Operator to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self -insured retention may be satisfied by either the named insured or City. G. Acceptabilitv 01' 111SUIVI-S. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIl, authorized to do business in California, and satisfactory to the City. H. Veritlication of Coverage. Operator shall furnish City with original certificates of insurance acceptable to the City's Risk Manager, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under the Agreement. However, failure to obtain the required documents prior to the commencement of work under the Agreement shall not waive the Operator's obligation to provide them to the City. The City reserves the right to require complete copies of all required insurance policies, including endorsements, a) any time. 1. Clainis-Made Policies. If any of the policies provide coverage on a claims -made 1. The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement; 3. If coverage is canceled, non -renewed, and not replaced with another claim ioc, )Vag date work commences under this Agreement, whichever is earliest, the Operator mu purchase extended reporting coverage for a minimum of five (5) years after completion the Services under this Agreement. J. Operator agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate the Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Operator's expense, the premium fiereon. E connection with, the operation of the Jail by Operator without the written consent of the other party to this Agreement. City and Operator shall preserve all such available defenses and cooperate with each other to make such defenses available for each other's benefit to the maximum extent allowed by law. This provision shall include any defenses City may have regarding litigation, losses, and costs resulting from claims or litigation pending at the time this Agreement becomes effective or arising thereafter from occurrences prior to the effective date of this Agreement. L Insurance not a Waiver: City does not, and shall not, waive any rights against Operator which it may have by reason of the hold harmless provisions of this Agreement because of the acceptance by City or the deposit with City by Operator, of any of the insurance policies described herein. The hold -harmless provisions of this Agreement shall apply to all damages and claims for damages of every kind suffered, alleged to have been suffered, by reason of any of Operator's activities or any subcontractor's activities, regardless of whether or not the insurance policies required by this Agreement are determined to be applicable to any such damages or claims for damages. Section 16. Citv's Revresentative. City's Technical Representative. The Chief of Police shall appoint a City's Technical Representative for the Jail who shall work for and be paid by City. City's Technical Representative will be the official liaison between City and Operator on all matters pertaining to this Agreement and the services provided hereunder. City's Technical Representative may appoint another City employee as acting City's Technical Representative during his or her absence, and during such time the acting City's Technical Representative shall exercise all rights and perform all duties of City's Technical Representative under this Agreement, The City's Technical Representative reports directly to the Records and Jail Manager. Section 17. MU.10 to .Audit and Record Kin . L)Z_ A. City shall have the right to examine, audit and inspect records and accounts related to the services provided under this Agreement, including making copies thereof, to the extent permissible under any applicable law. Records and accounts shall include but not be limited to all financial books and records, maintenance records, employee personnel records generated by Operator, or any other record held by a third party related to the performance of this Agreement. Operator shall make the same available for inspection by City or City's auditors at any time during normal business hours after reasonable notice during the term hereof and for a period of three (3) years after the termination of this Agreement. In addition, Operator shall provide City with fiscal year and financial statements related to the operation of the Jail Facility. B. Operator shall keep, maintain and preserve in Operator's principal place of business in California during the Term and for at least three (3) years following expiration or ti ten-nination of this Agreement, complete and accurate records and accounts covering all services and transactions relating to this Agreement. If requested by City, Operator shall provide such records to City for the City to retain, as it deems necessary at the end of the three (3) year period. Uinancial records shall be maintained in accordance with generally accepted accounting vroce,iures aid vijncinits-.� case a clai�ui is made or litivation is filed relating to this Avreement, In D. No Defaults Under Agreements. Operator is not in default, nor is there any event in existence which, with notice or the passage of time or both, would constitute a default by Operator under any indenture, • •..• of trust, lease, loan agreement, license, security agreement, contract, •i license • permit, or other agreement or instrument to which it is a party or by which any of its properties arc bound and which default would materially and adversely affect Operator's ability to perform its obligations under this Agreement. E. Compliance with Laws. Neither Operator nor its officers and directors purporting to act on behalf of Operator have been advised, and have no reason to believe, that Operator or such officers and directors have not been conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which Operator is conducting business including all safety laws and laws with respect to discrimination in hiring, promotion or pay of employees or other laws affecting employees generally, except where failure to be so in City: Chief of Police M Downey Police Departmen) 10911 Brookshire Avenue Downey, California 90241 Fax: 562-904-1995 with a copy to: City Attorney's Office City of Downey I 1111 Brookshire Avenue Downey, California 90241 Fax: 562-923-6388 Operator: G4S Secure Solutions (USA) Inc. 2300 E. Katella Avenue, Suite 150 Anaheim, CA 92806 I A. Binding Nature. This Agreement shall not be binding upon the parties until it is approved and executed by both parties. This Agreement after properly approved and executed by ihe parties shall inure to the benefit of City and Operator and shall be binding upon City and Operator and their respective successors and assigns, subject to the limitations set forth in Section 21 P. Prohibition Against Assignment; Subcontracting, and elsewhere in this Agreement. B. Maintenance of Corporate Existence and Business. Operator shall, at all times, maintain its corporate existence and authority to transact business in good standing in its jurisdiction of incorporation and California. Operator shall maintain all licenses, permits, and franchises necessary for its businesses where the failure to so maintain might have material adverse effect on Operator's ability to perform its obligations under this Agreement. C. Non -Discrimination. Operator shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with any rules and regulations of City relating thereto, D. Taxes, Liens and Assessments. Operator shall: (i) pot create or suffer to be created, any lien or charge upon the Jail or the City building that houses the Jail, or any part thereof, and (ii) pay all charges, including service charges, fees and business license fees and taxes, incurred or imposed with respect to the Jail or the obligations of Operator hereunder, which are not the expressed responsibility of the City under this Agreement. E. Invalidity and Severability, In the event that any covenant, provision or restriction f I'd f I L1J_aa!1J_b_v_As�_ourt IV provisions or restrictions contained herein, nor shall it affect the validity or enforceability of such provisions in any other jurisdiction or in regard to other circumstances. Any covenants, provisions or restrictions found to be void or unenforceable are declared to be separate and distinct, and the remaining covenants, provisions and restrictions shall remain in full force and effect. F. Terminology and Definitions. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural and plural shall include the singular. G. Jurisdiction. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction and venues of the courts located in the County of Los Angeles and both parties specifically agree to be bound by the jurisdiction and venue thereof. H. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover, in addition to any other amounts, its costs of suit, including reasonable attorney's fees and costs, I. Law of California. This Agreement shall be goverried by and construed in accordance with the laws of the State of California. J. Entire Agreement. This Agreement will constitute the entire agreement between the Parties and any prior understanding or representation, oral or written, relating to the subject matter hereof preceding the date of this Agreement will not be binding upon either Party and is superseded hereby. K. Amendment, No changes to this Agreement shall be made except upon written agreement signed by both parties. L Headings. The headings used herein are for convenience of reference only and shall not constitute a part hereof or effect the construction or interpretation of this Agreement. M Waiver: No failure on the part of any party to exercise, and no delay in exercising, and no course of dealing with respect to any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or in the exercise of any other right. N. Remedies Cumulative. Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative and no ' one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy. 0. Counterparts. This Agreement may be executed in any number of, and by the different parties hereto, on separate counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 19 P. Prohibition Against Assignment; Subcontracting. This Agreement is made on the express condition and understanding that Operator's personal services are a substantial inducement to City for entering into this Agreement. Therefore, this Agreement may not be sold, transferred, subcontracted or assigned by Operator, or by operation of law, to any other person or persons or business entity, without City's prior written permission. Any such sale, transfer, subcontract or assignment without prior written permission, may be deemed by City to constitute a voluntary termination of this Agreement and this Agreement shall thereafter be deemed terminated and void. Q. No Third Party Beneficiaries. The only parties to this Agreement are the City and Operator. There are •.: third party beneficiaries and this Agreement is •: intended and shall not be construed to ►` • be enforceable • any • person whatsoever. R. Compliance with Law. In providing the services under this Agreement, Operator shall comply with all applicable local, state and federal laws relevant to the provision of its services herein, including all applicable labor laws and wage and hour laws. U M CITY OF DOWNEY, G4S Secure Solutions a California municipal corporation a Florida corporation and charter city By: By: Blanca Pacheco, Mayor Erik F , ields, Vice President, Southern California Attest: Attest: City Clerk Secretary Approved as to Form: Approved as to Form: #iAtt'omey Legal Counsel 0 In addition to the obligations set forth in the Agreement, the Operator shall provide the following services: A. Operator shall ensure that one employee are on -duty at all times to operate the Jail Facility 24 hours a day, seven (7) days a week, including holidays. A Shift Lead or the Jail Superintenden) shall be assigned to each shift. Operator shall immediately fill any vacancy arising out of sickness, vacation, and/or termination with Jail personnel that have met the qualifications set forth in this Agreement and have been pre - approved by the City's Technical Representative. Operator may maintain a Jail Facility Staffing List, which would include Jailers that have been previously approved by the City's Technical Representative, If Operator is required to pay over -time to fill such vacancy, the over -time shall be paid by Operator. B. In the event that the Operator is unable to fill the vacancy with an acceptable replacement jailer, the City reserves the right to fill the vacancy with authorized Department personnel. In this event, the Operator shall be billed for the hours worked by Department personnel at a rate equal to three (3) times the regular hourly rate of a top step police officer. The top step level is P-39. C. The Operator's Jail Superintendent shall meet at least once per month with the City Technical Representative to discuss issues including the back-up staff of Jailers that will be maintained and available to replace regularly scheduled staff that may be absent for reasons of illness, vacations, or other reasons. D. Scheduling of all Operator's Employees will be the responsibility of the Jail Superintendent, in consultation with the City's Technical Representative, and in accordance with the minimum staffing requirement outlined in this Section. The schedule of the Jail Superintendent and any other employee of the Operator acting in a supervisory capacity will be determined by mutual agreement with the Technical Representative to ensure proper and adequate supervision of Operator's Employees. E. The City has the right to remove any Employee of Operator from the Jail Facilil temporarily or pen-nanently upon written notice to Operator, and at its sole discretion, provid 4 such removal is in accordance with applicable law. Advance notice shall be given by the City 1 4 Operator whenever reasonably possible. I NN ice!lu- ": NVIINK"i-MLI MUMATAKIIIA I ai e neare TSnerili, arraignments and/or to other local court ordered appearances. Operator agrees to exercise its best effort to conduct such transportation services at a time when the Jail will by devoid of prisoners and/or at least one Jailer will remain on duty in the Jail. W 5. Visitation. City shall provide all furniture and equipment, and Operator shall provide all supervision necessary to implement a visitation program that meets the applicable Minimum Standards with respect to inmate visitation. 6. Safety. Operator shall •r and maintain the Jail in compliance with the Jail Bureau Manuals and all applicable Minimum Standards relative to safety. 7. Security. Operator shall be responsible for providing security for all inmates in accordance with the Jail Bureau Manuals and all applicable Minimum Standards while they are inside the Jail and/or when being transported by Operator. The Operator will be responsible for inmate security until such time as the inmate is properly transferred and taken into the custody of the Los Angeles County Sheriff Office, another Law Enforcement Agency, authorized criminal justice agency, or any Court authorized agency or entity. 8. Records, All inmate, housing, and jail facility documents and records generated by the Operator under the scope of this Agreement are the property of the City and shall remain with the City. The Employees of the Operator are prohibited from removing any inmate, housing, or Jail facility document, record, or copy thereof, except when required to execute a duty or responsibility as mandated by this Agreement. Nor shall Employees of the Operator remove from the Jail Facility or release to any third party, any inmate, housing, or Jail Facility document, record, or copy thereof (whether it is a physical copy, electronic copy or copy by any other means such as a photograph) without the express written approve of the Department's Custodian of Records. Any violation of this Section shall result in the immediate removal of the employee, a request by the City for disciplinary action by the Operator against the employee, and criminal or civil prosecution if appropriate, Operator shall require each Employee to sign a document agreeing to abide by the provisions set forth herein in this paragraph. 9. Vehicle Maintenance and Insurance: City shall self -insure and maintain City owned vehicles used by Operator. Operator shall obtain and maintain liability insurance for all Operator's drivers while using City's vehicles. Operator will indemnify and hold City harmless for any accidents, damages, injuries and claims, caused solely or comparatively by Operator's drivers. All Operator's staff using any vehicle in connection with the services provided under this Agreement shall have a valid California Driver's License, which shall be available for inspection by City. 10. Uniforms. Operator shall establish a policy, subject to approval of the City, prescribing a standard uniform for its Employees including shirts, pants, • jackets, and associated uniform articles of clothing that arc normally and routinely issued to corrections officers, Operator shall provide such uniform items to its Employees either directly or • a uniform allowance. 11. In case of a local, state or federal emergency, Operator agrees to require and ensure that its Employees will report for duty to the Jail Facility pursuant to the City's emergency response procedures. 12. Employees assigned to the Jail Facility shall participate in all City training exercises as directed by the City's Technical Representative. El 13. In case of a professional standards unit investigation, an internal investigation, formal or informal investigation, or other similar investigation, Operator shall require (as condition of assignment of Employees to the Jail and provision of services under this Agreeme that Employees will comply with the requests of the Department or any third party for statemen testimony or other similar acts. 14. Under no circumstances shall an Employee utilize a cell phone, blackberry or other personal assistant devices, any audio or video recording devices, personal computers, gaming devices and/or any other similar electronic devices in the Jail facility, whether the Employee is on duty or off duty, nor shall an Employee take any photographs, record any audio or video or photograph or otherwise record or make a copy of any record maintained in the Jail Facility or of the Jail Facility itself, including any persons housed in the Jail Facility. Failure t* adhere to this requirement will result in immediate removal from the Jail Facility, and possible disciplinary action by the Operator. Operator shall require each Employee to sign a document agreeing to abide by the provisions set forth herein in this paragraph. M 1 *114: 11 U V V, Operational Payment: The City shall compensate Operator for services performed on a monthly basis for the term of the Agreement. Operator agrees to invoice City on a monthly basis for services performed for the previous monthly period. Each invoice shall denote the identity of each Employee, the dates, times and hours worked during the affected period. City shall compensate Operator on an hourly basis (except as noted in the Additional Notes). The Jail Superintendent shall be a salaried position, so no over -time will be compensated by City for work of more than 40 hours per week. The salary rate shall be based on 40 hours (x) the Bill Rate set forth below. The remaining positions are hourly employees to be paid at the hourly "Bill Rate" set forth below. Overtime costs incurred in the fulfillment of the minimum overtime hours worked by, staff to cover for sick or vacationing personnel) shall be the sole responsibility of Operator. Overtime billing rates will apply when City requests additional work hours of Operator's employees when said employees have accrued more than 48 work hours in a 24 hour period. All training of Operator employees shall be provided by Operator at Operator's sole cost. Thi� shall include costs for employee salary, including overtime, licenses, certifications, courses, etc. For example, if an employee requires training and is already assigned to the facility, the Operator shall pay the costs associated for the employee to attend the training and thi employee's salary while attending the training. OVERTIME BILLING RATE POSITION HOURLY HOURLY BILL FOR ADDITIONAL HOURS PER WEEKLY COST ANNUAL COST WAGE RATE HOURS WEEK TO CITY TO CITY REQUESTED BY CITY JAIL SUPERINTENDENT (Salaried) - $27.50 $43.10 APPLNOTICABLE 40 $1,724.00 $89,648.00 SHIFT LEAD LEAD- ]RA NA NA NA_ CUSTODY OFFICER $19.00 $34.82 $48,75 126 $4,456.96 $231,761,92 TOTAL $6180.96 $321,409,92 19MURMIR "M • Overtime costs incurred by Operator for the six paid holidays (Memorial Day, Labor Day, Independence Day, Thanksgiving Day, and Christmas Day) • Overtime costs incurred by Operator due to vacations, sick calls, etc. • Background investigations • Screening/Recruiting • 80 hours vacation per year for each employee W11 Title 15 training costs due to turnover Title 15 annual training • Training in DPD policies and procedures, including 80 hours of on -site training for new hires • Training in Operator policies and procedures • Uniforms • Medical, dental, vision, and life insurance benefits • Area supervision and account management • Payroll taxes and insurance Initial Title 15 Training Costs 1. Operator shall endeavor to identify officers with Title 15 Certification for assignment to the Jail Facility. 2. City shall assist in the selection process and shall have sole discretion over assignment of personnel to the Jail Facility as described in the Agreement. 3. All Operator officers will attend on-the-job training at Department concurrently with actual service. Additional Notes I . Operator shall invoice monthly. Terms are net 30. 2. Jail Superintendent shall be a salaried position. 3. Overtime billing rates will apply when City requests additional work hours of Operator's employees when said employees have accrued more than 48 work hours in a 24 hour period. 4. The rates quoted will remain in effect for one (1) year from the effective date of this Agreement. Thereafter, the rates may be adjusted subject to good -faith negotiation of the parties on an annual basis. With 30 days' priornotice to the City, rates shall be automatically adjusted without margin mark up to fully recover any change in costs mandated by law, including but not limited to licensing fees, Federal Insurance Contribution Act (FICA), Federal Unemployment Tax Act (FUTA), State Unemployment Insurance (SUI), Worker's Compensation, Collective Bargaining Agreements, Union Activities, regulatory costs associated with compliance with the Patient Protection and Affordable Care Act (PPACA), and/or Federal or State minimum wage laws. 5. Any changes to hours, scope of work, qualifications, requirements or equipment shall be mutually agreed to in writing by both parties and may necessitate a change in fee structure.