INDEPENDENT CONTRACTOR'S AGREEMENT – Over $100,000 Page 1 Updated – August 2025
AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and TRANS- WEST SECURITY SERVICES, INC. a corporation authorized to do business in California (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, on September 11, 2019, the City Council unanimously voted to pursue the immediate addition of private security patrols to the areas of the City most impacted by recent increases in crime; and
WHEREAS, due to the positive impact of t he pilot project, the City Council approved the continued use of private security patrols, and the Bakersfield Police Department issued a Request for Proposals for private security patrols to be provided through June 30, 2022; and
WHEREAS, CITY and CONTRACTOR entered into Agreement No. 2020-014 with an expiration date of June 30, 2022; and
WHEREAS, due to the success of the prog ram a new Request for Proposals was issued on June 1, 2022, requesting new submissions for high-visibility patrol services; and
WHEREAS, CONTRACTOR submitted a proposal and was selected to provide high-visibility security and patrol services as set forth in the proposal; and
WHEREAS, CITY and CONTRACTOR entered into Agreement No. 2022-160 with a not to exceed amount of $493,904.40 and a term date of June 30, 2023; and
WHEREAS, Agreement No. 2022-160 was subsequently amended three times with a not to exceed amount of $1,993,904.40 and a term date of June 30, 2026; and
WHEREAS, CITY now desires to enter into a new agreement with CONTRACTOR to continue high-visibility security and patrol services.
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NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the followi ng (collectively, the “Scope of Work”):
• P r o v i d e u p t o s i x u n i f o r m e d o f f i c e r s w i t h v e h i c l e s p e r d a y , u p t o 8 hours per day, up to seven days pe r week, subject to the discretion and direction of CITY.
• Perform both general security patrols, bicycle patrols and location- specific patrols as directed by the Bakersfield Police Department. • Monitor and report any type of illegal activity to the proper authorities.
• Provide a daily activity report (“report”) which includes but not limited to; location, arrival time, de parture time, activities or events that occurred, and any other pertinent information to the City. The report shall be submitted to designated Bakersfield Police Department staff no later than 48 hours from the end of a daily shift. • Notify the Bakersfield Police Department Communications Center as soon as possible, in the event activities require an urgent response. • Utilize patrol GPS tracking and/or GEO fencing capabilities to assist with management of the project and ensure the effectiveness of the patrols.
The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRA CTOR has been hired to perform, whether specifically included in the Scope of Work or not.
2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”):
On an hourly basis at the rate of $34.79 per hour worked for regular hours, and $52.19 per hour worked for overtime and holiday hours. Fuel costs are included in the rates above, as outlined in Exhibit “A”, attached hereto and as referenced herein.
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate Docusign Envelope ID: 0DACB8D3-5081-819A-822D-419EF9A79B02
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CONTRACTOR more than Two Hundred Fifty Thousand Dollars $250,000 for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall be deemed to commence on April 1, 2026, and terminate on June 30, 2027.
4. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, ten (10) days before the termination is effective.
5. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRA CTOR's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, da mages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and puni tive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
8. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all of the requirem ents of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully obse rve in all activities relating to or growing out of this Agreement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereaft er be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
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9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants th at they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
10. COUNTERPARTS. This Agreement may be ex ecuted in any number of counterparts, each of which shall be considered as an original and be effective as such.
11. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
12. EQUIPMENT. CONTRACTOR will supply all eq uipment, tools, materials and supplies necessary to perform the services under this Agreement.
13. EXECUTION. This Agreement is effective up on the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
14. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agr eement and those in exhibits attached hereto, the terms, conditions, or specif ications set forth in this Agreement shall prevail. All exhibits to which re ference is made in this Agreement are deemed incorporated in this Ag reement, whether or not actually attached.
15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perf orm such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
17. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard sp ecifications and any Request for Proposals, Request for Qualifications an d responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY Docusign Envelope ID: 0DACB8D3-5081-819A-822D-419EF9A79B02
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and CITY’s officers, agents and empl oyees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
19. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.
CONTRACTOR is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits prov ided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.
20. INSURANCE.
20.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
20.1.1 Automobile liability insurance, providing coverage for owned, non-owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.
20.1.2 Commercial general liability insurance, unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
20.1.2.1 Provide contractual liab ility coverage for the terms of this Agreement;
20.1.2.2 Provide products and completed operations
coverage;
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20.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
20.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
20.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, CONTRACTOR is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
20.2 General Provisions Applying to All Insurance Types.
20.2.1 All policies required of CONT RACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self-insured retention in any or all of the policies provided, bu t the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.
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20.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR’s insurance and must not
contribute with it.
20.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self-insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approved by CITY in
writing.
20.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
20.2.5 Full compensation for all premiums which CONTRACTOR is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.
20.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.
20.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.
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21. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
22. KEY PERSONNEL. At request of CITY, CONTRACTOR shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved CONTRACTOR shall not change such personnel without the approval of CITY.
23. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work. If CONTRACTOR is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If CO NTRACTOR is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.
24. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supe rsedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
25. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provisio n at a later time and shall not serve to vary the terms of this Agreement.
26. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
27. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
CONTRACTOR: TRANS-WEST SECURITY SERVICES, INC.
ATTN: BROOKE ANTONIONI
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8503 Crippen Street
Bakersfield, CA 93311
28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
29. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform pu blic work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the co ntractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.
30. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.
31. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
32. TAX NUMBERS.
CONTRACTOR’s Federal Tax ID Number 95-3800030
CONTRACTOR is a corporation? Yes x No (Please check one.)
33. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third-party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.
34. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon Docusign Envelope ID: 0DACB8D3-5081-819A-822D-419EF9A79B02
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preparation, become CITY property.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
" C I T Y " “ C O N T R A C T O R ”
CITY OF BAKERSFIELD TRANS-WEST SECURITY SERVICES, INC.
By:________________________________ By:_________________________________
KAREN GOH
Print Name:
Mayor Title: __
APPROVED AS TO CONTENT:
BAKERSFIELD POLICE DEPARTMENT
By:_______________________________
BRENT STRATTON
Chief of Police
APPROVED AS TO FORM: COUNTERSIGNED:
Deputy City Attorney:_______________________ Finance Director: _____________________
ASHLEY ZAMBRANO RANDY MCKEEGAN
Insurance:____________
AEZ/pt
Attachment: Exhibit A
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CEO and Owner
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