AGREEMENT
This Agreement (“Agreement”), dated for purposes of identification only this _____ day of __________, 2023, is made and entered into by and between the City of Anaheim, a municipal corporation (“Anaheim”), and American Global Security, Inc., a California S-corporation (“Contractor”). Anaheim and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.”
RECITALS
A. Anaheim is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
B. Anaheim Public Utilities Department (“APU”) has a need for security guard services at its Edwards Utility Complex located at 909 East Vermont Avenue (“EUC”) and APU’s various other facilities; and
C. Anaheim desires to engage Contractor to provide scheduled unarmed, uniformed security guard services for EUC and as-needed security services for APU’s other facilities, which services are to be directed by authorized representatives of APU (collectively, “Project”); and
D. Contractor possesses the skill, experience, ability, and certifications to perform the Project; and
E. Anaheim has solicited and received a proposal from Contractor, has evaluated Contractor’s previous experience and expertise, and Anaheim desires to retain Contractor to render the Project services under the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties agree as follows:
1. SERVICES TO BE PROVIDED BY CONTRACTOR
In compliance with all of the terms and conditions of this Agreement, Contractor shall provide to Anaheim all labor, materials, tools, equipment, services, systems, transportation, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the Project (“Services”). The Services are more particularly described in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference ( “Scope of Services”). The Public Utilities Gener al Manager ( “General Manager”) may add, modify, or delete tasks from the Scope of Services in the General Manager’s sole discretion. Failure of the 2 Contractor to perform the Scope of Services may result in the imposition of liquidated damages, as described in section 5 of the Scope of Services.
2. TERM
This Agreement shall commence on the Effective Date and continue for an initial period of three (3) years (“Term”), unless terminated earlier as set forth in Section 24 below. The Term shall automatically renew for two (2) successive annual periods on each anniversary of the Effective Date, for a total Term of five (5) years, unless Anaheim gives written notice of nonrenewal prior to expiration of the Term or terminates the Agreement pursuant to Section 24.
Each initial and successive annual period is referred to as “Term Year.”
3. TIME OF PERFORMANCE
Time is of the essence in the performance of this Agreement, and Contractor shall perform and complete the Services in a diligent and timely manner . Contractor’s failure to perform the Services in a diligent and timely manner may result in Anaheim ’s election to terminate this Agreement.
4. COMPENSATION
4.1 Anaheim shall pay Contractor for the Services satisfactorily completed pursuant to the billing rates contained in the Schedule of Compensation attached hereto as Exhibit B and incorporated herein by reference (“Schedule of Compensation”), which includes specific billing rates for each Term Year . No changes to the Schedule of Compensation’s billing rates may be made without the prior written authorization of the General Manager or designee. Contractor shall not charge Anaheim for any employee overtime pay without the prior written authorization of the Contract Administrator (defined below in Section 6).
4.2 Anaheim shall reimburse Contractor for only those costs or expenses specificall y approved in writing in advance by the General Manager or designee.
4.3 The Parties understand and agree that full and complete payment for all Services provided under this Agreement, including , but not limited to, all labor, materials, equipment, uniforms, permits, transportation, subcontractor fees, and reimbursable costs, if any, shall not exceed a cap of three hundred seventy -five thousand dollars ($375,000) in any Term Year (“Contract Amount”), unless otherwise agreed in writing.
4.4 Upon Contractor’s provision of written notice, the General Manager may approve adjustments to the billing rates in the Schedule of Compensation to allow Contractor to recover only those changes or costs related to a mandate imposed 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, regulatory costs associated with compliance with the Patient Protection and Affordable Care Act (“PPACA”), and/or Federal or State minimum wage laws. However, the General Manager or designee may approve adjustments each subsequent November 1 for any increased costs for medical insurance premiums and/or participation rates. 3 4.5 The General Manager is authorized to approve expenditures for services that are not included in the Scope of Services (“Extra Services”), provided that (1) such expenditures for Extra Services does not cause Anaheim’s total expenditures in a Term Year to exceed the Contract Amount and (2) the General Manager determines that (a) the Extra Services are necessary for the successful completion of the Services; (b) the proposed Extra Services were unforeseen by Anaheim at the time it entered into the Agreement; and (c) in the General Manager’s professional opinion, it is in Anaheim’s best interest to receive the Extra Services.
4.5.1 In no event shall Contractor render Extra Services beyond the scope of this Agreement without the written authorization of the General Manager.
4.5.2 Extra Services shall be billed at either the rates set forth in the Schedule of Compensation or at a fixed price, at the General Manager ’s sole discretion. If billed at a fixed price, Contractor shall provide Anaheim with a general descrip tion of the Extra Services to be performed with a proposed price.
4.5.3 Any approved Extra Services will be incorporated into the Services and the Agreement upon the Parties’ execution of an Extra Services letter that contains (a) the agreed price for the Extra Services and (b) a description of the Extra Services. Contractor shall commence performance of the Extra Services either upon the Parties’ execution of the Extra Services letter or such other time expressly indicated therein.
4.5.4 Other than the Extra Services that the General Manager is authorized to approve pursuant to this Section 4.5, the Contractor shall not render additional Services beyond the scope of this Agreement unless such services are first approved by a written amendment to this Agreement.
4.6 Contractor shall submit monthly invoices to Anaheim describing the work that was performed during the preceding month. Contractor’s invoices shall include the name s of the individuals who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. Anaheim shall pay Contractor no later than thirty (30) days after receipt and approval of the monthly invoice by Anaheim staff.
4.7 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of Anaheim, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. Anaheim does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to Anaheim in the event this provision shall be exercised. Should termi nation be accomplished in accordance with this Section, the Parties shall negotiate a settlement based on monies paid and due, items delivered, and Services provided.
5. PROJECT MANAGER
5.1 Contractor shall designate a project manager, who shall coordinate the Services (“Project Manager”). This Project Manager shall be available to Anaheim at all reasonable 4 times during the Term of this Agreement. Contractor has designated Sulaiman A. Wali to be its Project Manager. It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Project Manager is a substantial inducement for Anaheim to enter into this Agreement. Therefore, the foregoing Project Manager shall be responsible during the Term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the provision of Services hereunder. The Contractor may not change the Project Manager without the General Manager’s express written authorization.
5.2 Any personnel or subcontractor, if any, who fail or refuse to perform the Services in a manner acceptable to Anaheim or who are determined by Anaheim , in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project Services, or a threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of Anaheim. Contractor warrants that it will continuously provide the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
The below Anaheim employees shall be authorized to take the following actions pursuant to this Agreement:
• The General Manager is authorized to take any action on behalf of Anaheim as set forth herein and to terminate this Agreement in accordance with Section 24 below. • Anaheim has designated Angelica Ureño, Utilities Inventory & Facilities Manager, as the initial Contract Administrator responsible for authorizing certain actions set forth herein and to review and approve all Services performed by Contractor under this Agreement. The Contract Administrator is not authorized to approve Extra Services, to change prices or billing rates, or to terminate Services under this Agreement. Anaheim may change the Contract Administrator at its discretion.
7. STANDARD OF CARE
7.1 As a material inducement for Anaheim to enter this Agreement, Contractor represents and warrants that Co ntractor is a provider of first -class work and services and is experienced in performing the Services contemplated herein , and in light of such status and experience Contractor covenants that it shall follow the highest professional standards in performing the work and Services required hereunder and that all work will be of good quality.
Contractor further warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the Services assigned to them. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
7.2 Contractor represents and warrants to Anaheim that it has, shall obtain, and shall keep in full force in effect during the Term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance, and approvals of any nature that are legally required of Contractor to practice its profession, including, but not limited to, valid licenses with the California Bureau of 5 Security and Investigative Services for Security Guard and Private Patrol Operator . Contractor shall also maintain a City of Anaheim business license during the Term.
8. FAMILIARITY WITH WORK
By executing this Agreement, Contractor represents and warrants that Contractor : (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) f ully understands the facilities, difficulties , and restrictions attending the provision of the Services under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by Anaheim, Contractor shall immediately inform Anaheim of such fact and shall not proceed except at Contractor ’s risk until written instructions are received from Anaheim.
9. INDEPENDENT CONTRACTOR
9.1 Except as expressly provided herein, neither Anaheim nor any of its employees shall have any control over the manner, mode , or means by which Contractor , its agents or employees, perform the Services required herein. Except as expressly provided herein, Anaheim shall have no voice in the selection, discharge, supervision, or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation, or hours of service.
Contractor shall perform all Services as an independent contractor of Anaheim and shall remain at all times, as to Anaheim , a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Anaheim. Anaheim shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
9.2 In consideration for the compensation paid to Contractor by Anaheim, Contractor agrees that Anaheim shall not be liable or responsible for any benefits, including, but not limited to, workers’ compensation, disability, retirement, life, unemployment, health , or any other benefits, and Contractor agrees that it shall not sue or file a claim, petition, or application therefor against Anaheim or any of its officers, employees, agents, representatives, or sureties.
10. INSURANCE
10.1 Without limiting Anaheim ’s right to indemnification, it is agreed that Contractor shall secure, prior to commencing any activities under this Agreement, and maintain, during the Term of this Agreement, insurance coverage as follows:
10.1.1 Workers’ Compensation Insurance as required by California law and Employers’ Liability Insurance in an amount not less than $1,000,000 per occurrence.
10.1.2 Commercial/Comprehensive General Liability Insurance, including coverage for Premises and Op erations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant’s/Contractor’s liability where appropriate , in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary 6 basis, but may include a deductible or self -insured retention of not more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement
10.1.3 Commercial/Comprehensive Automobile Liability Coverage including - as applicable - owned, non -owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
10.1.4 Professional Liability Insurance, inclusive of Cyber Liability, in an amount not less than $3,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis, but may include a deductible or self -insured retention of not more than $10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to Anaheim , in writing, at the inception of this Agreement.
10.2 Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by Anaheim’s Risk Manager prior to the inception of the final Agreement.
10.3 Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: “This insurance shall not be cancelled, or limited in scope or coverage by Contractor, until after thirty (30) days’ prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium that shall provide for not less than ten (10) days’ notice.”
10.4 Each insurance policy required by this Agreement, except policies for Professional Liability and Workers ’ Compensation, shall cont ain the following clauses or shall otherwise provide for the following conditions:
• “It is agreed that any insurance maintained by Contractor, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self - insurance maintained by the City of Anaheim.”
• “The City of Anaheim, its officers, agents, employees, representatives , and Anaheim-designated volunteers are added as additional insured as respects the acts, omissions, operations , and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
10.5 Prior to commencing any work under this Agreement, Contractor shall deliver to Anaheim insurance certificates confirming the existence of the insurance required under this Agreement and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, Contractor shall provide Anaheim: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to Anaheim evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write 7 insurance in California; (ii) possessing an A. M. Best’s rating of A VII or higher; or (iii) otherwise acceptable to Anaheim, with prior written permission from Anaheim . In the event that a claim or other legal action is filed against Anaheim , and if Anaheim , in its good faith opinion, believes it may have coverage under any of the insurance required herein, t hen Anaheim has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that Contractor shall fully defend, hold harmless, and indemnify Anaheim against any such claim or other legal action.
10.6 In addition to other remedies Anaheim may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Anaheim may, at its sole option:
• Order Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof; or • Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies Anaheim may have and is not the exclusive remedy for Contractor ’s failure to maintain insurance or secure appropriate endorsements.
10.7 Nothing herein contained shall be construed in any way as limiting the extent that Contractor may be held responsible for payments of damages to persons or property resulting from Contractor’s (or Contractor’s agent or sub-agent, if any) performance of the work covered under this Agreement.
10.8 In the event Contractor hires other persons or firms to perform some of the work related to this Agreement, Contractor shall ensure (i) that the acts or omissions of such persons or firms are covered under the above -referenced liability insurance; or (ii) that such firms maintain insurance equal to or better than and is subject to the same limits , terms, and conditions as the insurance required of Contractor under this Agreement (except for firms that are not performing professional services; such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, Contractor shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to Anaheim.
10.9 Anaheim’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in Anaheim’s best interest.
11. INDEMNIFICATION
11.1 As respects acts, errors, or omissions in the performance of professional services, Contractor agrees to indemnify and hold harmless Anaheim, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors, or omissions of the Contractor or any sub- agent in the performance of professional services under this Agreement. 8 11.2 As respects all acts, errors , or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors , or omissions typically covered by general an d automobile liability insurance , Contractor agrees to indemnify, defend (at Anaheim ’s option), and hold harmless Anaheim , its o fficials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “ Claims”), arising out of or in connection with Contractor’s (or Contractor’s agent or sub-agent, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of Anaheim.
11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether Anaheim, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims and (ii) shall survive the termination of this Agreement.
12. RESPONSIBILITY FOR DAMAGES OR INJURY
12.1 Anaheim and its officers, elected and appointed officials, employees , and representatives shall not be responsible in any manner for (1) any loss or damage to materials or other things that Contractor uses to perform the Services, (2) any injury to or death of any person as a result of Contractor’ s performance of the Services , or (3) any damage to property from any cause arising from the performance of the Services by Contractor, its employees , its subcontractors, or anyone employed by either of them.
12.2 Contractor shall be responsible for any liability resulting from defects, obstructions, or any cause arising from negligent work on the Project or performance of the Services by Contractor or any subcontr actor or supplier selected by Contractor, including for any liability imposed by law, any injuries to or death of any person, or any damage to property.
12.3 Contractor shall perform all Project work and Services in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Project work.
12.4 The rights and obligations set forth in this Section shall survive the termination of this Agreement.
13. PERFORMANCE OF SERVICES
13.1 Contractor is responsible for keeping the Contract Administrator informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired.
13.2 Contractor agrees to work closely and cooperate fully with the Anaheim and any other agency that may have jurisdiction or interest in the work to be performed. 9 13.3 Concurrently with executing this Agreement, Contractor shall deliver to Anaheim a performance bond in the sum of fifty percent (50%) of the Contract Amount, in the form required by the City Attorney, which will secure the faithful performance of this Agreement. The bond shall contain the original notarized signature of an authorized officer of the surety , and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional, remain in force during the Term of the Agreement , and shall be null and void only if Contractor timely and faithfully performs all terms and conditions of this Agreement.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial in ducement to Anaheim for entering into this Agreement is the professional reputation, experience , and competence of Contractor. Neither the whole, nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred, or encumbered in any way without the prior written consent of Anaheim.
Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to Anaheim. If Anaheim approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of Contractor.
15. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Services, if any, Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of Anaheim. Contractor shall be fully responsible to Anaheim for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any contractual relationship between Anaheim and the subcontractor, nor shall it create any obligation on the part of Anaheim to pay or ensure the payment of any monies due to any such subcontractor other than as otherwise required by law. Anaheim is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and Anaheim pursuant to this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16.1 Anaheim shall furnish to Contractor such documents, data, and materials as may be relevant and pertinent to the provision of Services hereunder as Anaheim may possess or acquire.
16.2 All documents, data, and materials furnished by Anaheim to Contractor pursuant to Section 16.1 shall remain the property of Anaheim and shall be returned to Anaheim upon termination of this Agreement, for any reason. All documents, data, or material prepared or caused to be prepared by Contractor, its officers, employees, agents , and subcontractors in the course of implementing this Agreement shall become the exclusive property of Anaheim, and Anaheim shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor’s sole cost and expense, provide such documents, data, and material to Anaheim upon prior written request. 10 17. CONFIDENTIALITY
17.1 “Confidential Information” means, with respect to a Party hereto, all information, documents, data, or material s that either (1) are marked or identified as “ Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification or (2) the other Party, as recipient, knew or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below). Confidential Information shall consist of all information, whether in written, oral, electronic, digital, or other form that was furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any el ected or appointed official, affiliate, director, officer, employee, agent, advisor , or consultant of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives. Confidential Information specifically includes, but is not limited to:
1) Live and/or recorded audio or video data in any digital or analogue medium generated by or stored on Anaheim’s security equipment/systems; 2) Any Critical Infrastructure Information (“ CII”) referenced in the Electric and Water Critical Infrastructure Information/Non-Disclosure Agreement executed by the Contractor concurrently with this Agreement;
3) Any information about Anaheim’s security systems , equipment, personnel, or procedures; and
4) Any security-incident documents or reports.
17.2 Contractor and Anaheim shall each hold the other ’s Confidential Information in confidence. Neither Party shall make the other ’s Confidential Information available in any form to any third party or use the other ’s Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information ( “Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information. Except as provided elsewhere in this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software , or other technology, either expressly or by implication to the Receiving Party, its Representatives, or to others.
17.3 Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; or (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein. 11 17.4 By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke , or supersede any existing confidentiality, non- disclosure, or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 17, which shall supersede any such previous agreement with respect to such Confidential Information. Any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.
17.5 The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, digital, geodatabase, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party.
Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summari es of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.
17.6 If the Receiving Part y becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential I nformation pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible , but in no event later than five (5) days after knowledge of Contractor’s obligation to such requirement . Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, th e Receiving Party will disclose only that Confidential Information that it is legally required to disclose and will exercise commercially reasonable efforts, at Disclosing Party ’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.
17.7 In the event the Receiving Party discloses, disseminates , or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination, or release will be deemed a material breach of this Agreement, and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the 12 Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken.
Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.
17.8 Within two (2) weeks of the termination of this Agreement, Contractor will return to Anaheim or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions , or any other form of said material without retaining any copy or duplicate thereof; provided that Contractor may retain Confidential Information contained on backup media created in the ordinary course of business ; provided further that there is no effort to access such Confidential Information, and Contractor’s confidential obligations with respect to such information shall continue so long as such information is retained.
Contractor shall certify in writing the destruction of the Confidential Information. Anaheim may perform an audit of Contractor ’s records to confirm the return or destruction of the Confidential Information. Anaheim shall have this audit right for three (3) years after the termination of this Agreement.
17.9 Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.
18. FISCAL RECORDS AND AUDIT
18.1 Contractor shall keep records and invoices in connection with the Services.
Contractor shall use recognized accounting methods in preparing such reports and invoices.
Anaheim reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm, who shall have the right to audit Contractor’s accounting procedures and internal controls of Contractor’s financial systems and to examine any cost, revenue, payment, claim, other records, or supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation satisfactory to Anaheim for costs charged, then Contractor agrees to reimburse Anaheim for those costs. Any such audit(s) shall be undertaken by Anaheim or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).
18.2 This right to audit shall extend during the length of this Agreement and for a period of three (3) years, or longer if required by law, following the date of final payment under this Agreement. Contractor agrees to retain all necessary records/documentation for the entire length of this audit period.
13 18.3 Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of Anaheim’s findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, which higher rate would then prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses Anaheim for any exception(s). If an audit inspection or examination in accordance with this article discloses overcharges (of any nature) by Contractor to Anaheim in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of Anaheim’s audit shall be reimbursed to Anaheim by Contractor.
19. WITHHOLDINGS
Anaheim may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue the Services as a result of such withholding. Contractor shall have an immediate right to appeal to the General Manager or designee with respect to such disputed sums , and the decision shall be final.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return that Anaheim earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
20. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor that result in expense to Anaheim greater than what would have resulted if there were not errors or omissions in t he Services performed by Contractor, the additional cost and expense shall be borne by Contractor. Nothing in this paragraph is intended to limit Anaheim’s rights under the law or any other sections of this Agreement.
21. ANAHEIM’S RIGHT TO EMPLOY OTHER CONTRACTORS
Contractor acknowledges and agrees that this Agreement and the provision of S ervices hereunder are nonexclusive and that Anaheim may enter into similar agreements with other entities for the provision of similar services.
22. CONFLICTS OF INTEREST
Contractor agrees to comply with any provisions of the California Political Reform Act of 1974 (“Act”) that might apply to its provision of Services pursuant to this Agreement . Failure to comply with the Act constitutes a material breach and is grounds for immediate termination of this Agreement by Anaheim. Contractor shall indemnify and hold harmless Anaheim for any and all claims for damages resulting from Contractor's violation of this Section. 14 23. NOTICES
All notices, demands, or other writings to be made, given, or sent hereunder or that may be so given, made, or sent by either Anaheim or Contractor to the other shall be deemed to have been given when (1) made in writing and personally delivered or (2) if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered ; postage prepaid ; and addressed to the respective Parties at the following addresses:
If to Anaheim: Anaheim City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Public Utilities General Manager
City of Anaheim
201 S. Anaheim Blvd., Suite 1101
Anaheim, CA 92805
FAX No. (714) 765-4138
To Contractor: American Global Security, Inc.
P.O. Box 371653
Reseda, CA 91337
Attention: Sulaiman A. Wali
Telephone No. (818) 350-1000, Ext. 1001
FAX No. (818) 900-6665
Any Party may designate different or additional person(s) or different addresses by providing written notice to the other Party.
24. ENFORCEMENT OF AGREEMENT
24.1 Events of Default
24.1.1 For purposes of this Section 24, the word “ Default” shall mean the failure of Contractor to perform any of Contractor’s duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee, or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganizat ion, or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution, or seizure of all or a substantial portion of Contractor’s assets or of Contractor’s interests hereunder.
24.1.2 Anaheim shall not be deemed to be in Default in the performance of any obligation required to be performed by Anaheim hereunder unless and until Anaheim has failed to 15 perform such obligation for a period of thirty (30) days after receipt of written notice from Contractor specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of Anaheim ’s obligation is such that more than thirty (30) days are required for its performance, then Anaheim shall not be deemed to be in Default if Anaheim shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
24.2 In the event of any Default by Contractor , Anaheim may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by Contractor of written notice from Anaheim. In such event, Contractor shall have no further rights hereunder, and Anaheim shall have all other rights and remedies as provided by law.
24.3 Anaheim may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days’ notice in writing to Contractor. In such event, the Parties shall have no further rights hereunder, except that Contractor shall be paid for all services adequately rendered prior to such termination. Contractor may not terminate this Agreement except for cause.
24.4 Anaheim may suspend or abandon the Services for any reason with or without notice. If any part of the Project is suspended or abandoned for any reason, Anaheim shall have the right to suspend or terminate the affected portions(s) of this Agreement, including any part of the Services. In the event of such suspension or termination, Contractor shall only expend such additional time as is necessary to assemble the Services in progress for the purpose of properly filing and closing the job and as is previously approved by Contract Administrator. In no event shall additional time exceed ten percent (10%) of the total time expended on the suspended or abandoned portion of the Services prior to the date of notice of suspension or termination. In the event the Services are suspended fo r longer than six (6) months, Contractor may terminate this Agreement as it applies to the suspended portion of the Project by giving Anaheim at least thirty (30) days’ written notice.
24.5 Anaheim may withhold any payments to Contractor for the purpose of set-off until such time as the exact amount of damages due Anaheim from Contractor is determined. In addition, Anaheim may pursue all remedies available under law for breach of this Agreement. The waiver by either Party of any breach to this Agreement shall no t constitute a waiver as to any succeeding breach.
25. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county , or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Contractor shall conform to applicable local, county, state, and federal laws, rules, regulations, and permit requirements and be subject to approval of the Contract Administrator.
26. WAIVER
A waiver by either Party of any breach, of any term, covenant , or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 16 27. INTEGRATED CONTRACT
This Agreement and the Exhibits hereto contain the entire agreement of Anaheim and Contractor with respect to the matters covered hereby, and no agreement, statement , or promise made by either Anahei m or Contractor that is not contained herein shall be valid or binding. No prior agreement, understanding , or representation pertaining to any the matters covered hereby shall be effective for any purpose.
28. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.
29. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of compete nt legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
30. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both Contractor and Anaheim and approved as to form by the Anaheim City Attorney.
31. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
32. REMEDIES CUMULATIVE
The remedies given to Anaheim and Contractor herein shall be cumulative and are given without impairing any other rights given Anaheim or Contractor by statute or law now existing or hereafter enacted and the exercise of any one (1) remedy by Anaheim or Contractor shall not exclude the exercise of any other remedy.
33. NO THIRD-PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation, or undertaking established herein.
17 34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement, and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, California.
35. DISCRIMINATION
Contractor agrees not to discriminate against any person or class of per sons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin, or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that Contractor offer accommodations or services to the public, such accommodations or services shall be offered by Contractor to the public on fair and reasonable terms.
36. AUTHORITY
Each individual executing this Agreement on behalf of a Party/ corporation, nonprofit corporation, partnership, or other entity or organization represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party/ entity or organization and that this Agreement is binding upon the same in accordance with its terms.
Contractor shall, at Anaheim’s request, deliver a certified copy of its governing board’s resolution or certificate authorizing or evidencing such execution.
37. HEADINGS
The headings contained in this Agreement are for reference purposes on ly and shall not affect in any way the meaning or interpretation of this Agreement.
38. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by Anaheim (“Effective Date”).
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
[Signatures on following page.]
EXHIBIT A
SCOPE OF SERVICES
[ATTACHED BEHIND THIS PAGE]
Unarmed Professional
Security Services
Scope of Work
City of Anaheim
1. SCOPE OF SERVICES OVERVIEW
Weekly service periods include, but are not limited to, the following:
• Monday through Friday: onsite security 12 hours per day (overnight). • Weekends: onsite security 24 hours per day.
• City-observed holidays: onsite security 24 hours per day.
APU1 expects to utilize approximately 12,000 hours of service annually, but the actual total of service hours may vary depending on APU’s needs for other as-needed services. The City of Anaheim (“Anaheim” or “City”) makes no commitment to the actual total of service hours or number of security officers it will require/hire.
Contractor’s security services must include, but is not limited to:
• Patrolling and securing one or more designated sites with an unarmed security patrol officer. o Active Patrol will be conducted on foot, but additional security services (e.g., security patrols with special equipment, such as a marked golf cart) may be requested and provided.
• Monitoring and responding to security incidents/issues, such as monitoring for crime or suspicious activity: e.g., vandalism, theft, trespassing, unruly persons disturbing the peace, or arson.
• Performing and following City-assigned Post Orders and Pass Down instructions. • Identifying specific areas of security vulnerability and deficiencies and recommending corrective actions as appropriate in reports.
• Patrolling and securing the perimeter of facilities and specifically monitoring designated buildings.
• Conducting patrols on specified routes and satisfying checkpoints on a timely basis without significant gaps in times or information.
• Checking on a specified number of patrol stops (scans/checkpoints) throughout secured facilities. For the Edwards Utility Complex located at 909 East Vermont Avenue (“EUC”), APU anticipates around 20 patrol stops (scans/checkpoints) via QR code stickers that Contractor will maintain and replace.
o When Contractor uses golf carts, each stop or cluster of stops will require guards to disembark from their golf carts to be more thorough in their patrolling actions, before driving to the next area.
• Scanning all checkpoints at regular intervals to maintain adequate security. APU anticipates patrols to take roughly 45 minutes to 1 hour at the start of the Agreement Term, and as guards become more familiar with APU’s sites, patrol times should decrease to 30 to 40 minutes after the first 30 days of Contractor’s commencement of services.
1 Capitalized terms that are undefined herein have the meaning ascribed to them in the Agreement to which this Exhibit A is attached.
o If a guard misses a checkpoint window, Contractor’s dispatch center (“Dispatch”) will contact them.
o If a guard is inactive for longer than is permitted, Dispatch will be notified. The inactivity monitor in Contractor’s security software system (“AGSTrac®”) guarantees both quality of service through incentives to stay actively patrolling and is also a means of project control through notifications if criteria are not met.
• Maintaining constant communication between onsite guards via radio, allowing for mobility and rapid response by guards no matter where they are on a secured facility. • Contacting the Anaheim Police Department when necessary upon observance of suspicious behavior or criminal activity.
• Maintaining the AGSTrac® reporting system and checkpoint verification system tied to AGSTrac® to provide daily activity reports. Contractor must submit daily activity reports within six hours of prior security shift, noting any security incidents, suspicious activities, or calls to the Anaheim Police Department. Any irregularities or gaps in security scans (check-ins) must be clearly noted.
Contractor must provide detailed incidents reports when situations arise during shifts, which reports must be provided within 24 hours of such incidents occurring. o Guards will also document any maintenance issues they observe, record any vandalism or stolen property, and include all this information into the daily activity reports that they make.
o Dispatch will ensure that security guards draft and submit their daily reports on any incidents and activities that might have occurred during their shifts and that they comply with the hourly checkpoints scan requirement and tour verification system.
2. CONTRACTOR’S RESPONSIBILITIES
• Unarmed guards/officers must provide patrolling and security services as directed by APU representatives.
• Contractor shall provide qualified, trained, and certified unarmed guards/officers and supervisors at designated APU locations.
• Contractor must provide all necessary labor and equipment at Contractor’s expense, including, but not limited to, all labor, supplies, tools, equipment, and the like required to perform and complete the required services.
• In the event that a scheduled unarmed guard/officer is unable to report on time for a work shift, or is out ill for the day, Contractor shall advise APU prior to the scheduled starting time.
Contractor shall provide a substitute unarmed guard/officer within one hour of the scheduled work shift.
o Contractor must take full responsibility for shift coverage and shall not bill the City for overtime.
o For as-needed assignments, Contractor shall provide security officers within 24 hours of APU’s request. As-needed security services at various locations and dates may exceed an 8-hour shift, and Contractor must cover such services and shifts by staggering multiple guards – APU will not provide overtime pay for such events. o APU will also not pay overtime rates for services of guards not relieved in sufficient time to prevent overtime. The City will only pay for overtime if the City specifically requests for additional time and explicitly agrees to such overtime provisions. • Contractor will provide for and maintain security guards in the following areas:
o Guards must be trained to be thorough, especially in patrolling locations with multiple blind spots or hotspots.
o Guards must contact the appropriate emergency responder depending on the event/situation that they encounter or engage in conflict de-escalation and non-violent response.
o Guards must be prepared to handle the dispersion of trespassers and the verification of APU’s agents or unidentified visitors through information dissemination and basic interpersonal interactions.
o Guards must interact as needed with transients immediately outside the perimeter fence of secured facilities but will never leave the site to carry out their duties, except in extreme emergencies.
o On an as needed basis, guards must de-escalate dangerous situations, connect certain individuals with local resources, and generally interact with the homeless. • Contractor must perform and comply with all work per the specifications of this Scope of Services according to all applicable laws and industry standards and to the highest quality standards commensurate with the service being provided. • Contractor is fully responsible at all times with complying with all applicable legal and service contract requirements, including any new and applicable legal requirements adopted after the date of the Agreement award.
3. MANDATORY REQUIREMENTS AND QUALIFICATIONS OF GUARDS/OFFICERS AND
SUPERVISORS
Security guards assigned to work under this Agreement must be mentally alert and capable of exercising good judgment, implementing instructions, and learning necessary specialized training. Security guards shall possess an acceptable level of agility, stamina, and overall good physical health allowing them to walk long distances over uneven terrain, dirt or rocky paths, during day or night hours, and in all weather conditions. At all times, guards must also comply with the following:
A. Abide by all requirements as specified herein.
B. Abide by all legal requirements.
C. Actively patrol designated facilities in their entirety or as directed by APU.
D. Abide by all applicable California Bureau of Security and Investigative Services requirements.
E. Hold a valid security guard registration.
F. Have at least 12 months prior-work experience with a valid security guard registration.
G. Wear the appropriate uniform at all times while performing duties.
H. Report for duty on time, as scheduled, and work full assigned shifts.
I. Performing and following City-assigned Post Orders and Pass Down instructions.
J. Perform duties in a professional manner at all times, including maintaining appropriate behavior and attitude, well-maintained appearance including, but not limited to, covering up inappropriate tattoos, and not wearing any jewelry except wedding ring and/or watch.
K. Exhibit a competent command of the English language and be efficient in communicating with City employees and the general public.
L. Scan all outdoor checkpoints at regular intervals to maintain adequate security coverage throughout the designated site.
M. Call the Anaheim Police Department (depending on the incident) upon the observance of any suspicious or unacceptable behavior or any vandalism.
Supervisor shall have the following credentials and responsibilities:
A. Has at least 12 months prior work experience as a security guard supervisor.
B. Has training and supervisory experience commensurate with the requirements as specified herein.
C. Ensure that all posts have an approved security guard at all times and for the duration required.
D. Ensure that the Contractor provides an approved security guard for any late, absent, or dismissed security guards.
E. Provide maps with all checkpoints with corresponding location description along with copies of routes or other work details that will be used by security officers.
F. Act as the liaison between APU and Contractor regarding all issues pertaining to all applicable security guards and their performance.
G. Be available whenever guard shifts are being performed, including holidays, by telephone to respond to any issues that may arise as specified herein and respond to any such inquiries in a timely manner while implementing appropriate resolution actions.
Removal and Reassignment Requirements:
Security guards/supervisors/liaisons who do not meet all legal requirements and all requirements as specified in this Scope or Services must be immediately removed from duty, are not permitted to be reassigned to any City post, and must be replaced immediately with a security guard who meets all legal requirements and all requirements as specified herein; NO EXCEPTIONS.
At City’s sole discretion, City may allow a security guard, who is removed from duty, to be reassigned, but only after such security guard has been fully retrained or has received additional training at Contractor’s sole expense and to City’s satisfaction.
4. DISPATCH CENTER’S RESPONSIBILITIES
A. Contractor’s main Dispatch must be available to APU on a 24/7 basis for customer service and emergency or alarm response.
a. To be used for customer-service inquiries, reports, or security analytics requests and service complaints.
B. Dispatch must be in constant communication with security guards who are in the field or traveling to designated facilities and be in communication with regional offices in Riverside, Bakersfield, and Sacramento.
C. Regional dispatch offices are responsible for and must oversee the activities of all guards and assist them where needed by directly providing instructions, resources, and support.
D. Hub offices are responsible for and must act as a deployment point for regional field supervisors.
5. LIQUIDATED DAMAGES
A. Note that force majeure applies only when delays are clearly beyond the control of or could not have been anticipated by Contractor.
B. To ensure that Contractor performs all of the required work by the time required per bid specifications and since City cannot accurately determine the exact amount of a given deficiency, City will assess liquidated damages for all work performance deficiencies.
C. City will notify Contractor both verbally and in writing each time service requirements are unsatisfactory and corrective action is necessary. Should Contractor fail to correct any deficiencies, APU may exercise the following measures:
a. Deduct from Contractor’s payment the amount necessary to correct the deficiency. b. Withhold payment.
c. Utilize City forces or an alternate source to correct the deficiency and deduct from Contractor’s payment the total cost, including a 15% City administrative fee.
D. Liquidated damages are cumulative, with each violation adding to the total.
E. City has the sole right to waive any liquidated damages without regards to any and all precedents wherein City may have waived past violations.
F. After second recurring violation, Contractor shall meet with a City representative (upon the City’s request) to discuss deficiency issues, and a subsequent correction notice will be issued; additional liquidated damages may apply.
G. After third recurring violation, contractor shall meet with the City Management or Public Utilities General Manager or designees to discuss violations and remedies, including additional liquidated damages and suspension or termination of the Agreement for failure to meet contractual obligations.
The following liquidated damages may be applied:
LN VIOLATION per incident, hour, or as indicated AMOUNT 1 Late to Post: 1 to 15 minutes (per incident) $25.00
2 Missing Equipment (other than radio) $25.00
3 Missing or Incomplete Reports $75.00
4 Missed required Meeting: more than 15 minutes $100.00 5 Missed Shift (per hour, rounded to nearest hour) $100.00 6 Safety violation $500.00
EXHIBIT B
SCHEDULE OF COMPENSATION
[ATTACHED BEHIND THIS PAGE]
Exhibit B
Schedule of Compensation
Post Type Standard Rate Year 1 Year 2 Year 3 Year 4 Year 5 Fixed Unarmed Guard Hourly Rate*24.99$ 25.50$ 25.99$ 26.50$ 26.99$ Blended Benefits** IncludedIncludedIncludedIncludedIncluded Total Rate Per Hour 24.99$ 25.50$ 25.99$ 26.50$ 26.99$ Premium Rate Markups 1.5x 1.5x 1.5x 1.5x 1.5x
Overtime/Holiday Rate 37.49$ 38.25$ 38.99$ 39.75$ 40.49$ Fixed Unarmed As-Needed Supervisor*34.99 35.5 35.99 36.5 36.99 Blended Benefits** IncludedIncludedIncludedIncludedIncluded Total Rate Per Hour 34.99 35.5 35.99 36.5 36.99
Premium Rate Markups 1.5x 1.5x 1.5x 1.5x 1.5x
Overtime/Holiday Rate 52.49$ 53.25$ 53.99$ 54.75$ 55.49$ Patrol
Golf Cart Patrol - Monthly Flat
Rate Per Vehicle 699.00$ 750.00$ 800.00$ 850.00$ 900.00$