AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this y o ,0-, 20 fl_, by and between the CITY OF MANTECA, a public body, corporate and politic ("City") and _TRINE Integrated Services, a California corporation ("Contractor").
RECITALS
A. Contractor is specially trained, experienced, and competent to perform the professional services required by this Agreement.
B. Contractor possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement on the terms and conditions specified herein.
C. City desires to retain Contractor to render the professional services set forth in this Agreement.
AGREEMENT
1. Scope of Services. Contractor shall perform the security services described in the attached Attachment 1 that is incorporated by this reference, and pursuant to the Proposal submitted by Contractor dated June 3, 2019, and attached hereto as Attachment 2. Contractor shall provide these services at the time, place, and in the manner specified in Attachment I, subject to the direction of the City through its staff that may be provided from time to time.
Performance of the security services is sometimes referred to herein as "the Project."
2. Work Through City Staff. Contractor shall perform its services pursuant to this Agreement solely through City staff. No communications, information or documentations shall be made directly to any applicant to the City without the prior written consent of the City. This shall not apply to the sole request of information or clarification of information by Contractor from the applicant. All requests shall be noted to City in an expeditious manner.
3. Time of Performance. Contractor services will commence upon execution of this Agreement and shall be completed in accordance with the Schedule of Activities, attached hereto as Attachment 3. All work shall be completed no later than June 30, 2022. Failure to submit work products in accordance with the Schedule of Activities may result in the City withholding progress payments. Repeated failure to complete work products in accordance with the Schedule of Activities may result in a reduction of the total compensation provided for in Section 4 herein.
4. Compensation. Without additional authorization from the City, compensation to be paid to Contractor shall not exceed one hundred thirty seven thousand DOLLARS ($137,000) per fiscal year. Payment by City under this Agreement shall not be deemed a waiver of any defects, even if those defects w·ere ki1ovvn to the City at tlie tinie of payn.ie11t.
ATTACHMENT 2
5. Method of Payment. Contractor shall submit monthly billings to City specifying and describing the work performed during the preceding month. Contractor's bills shall include a brief description of the services perfonned, the date the services were performed; the number of hours expended and by whom, and a description of any reimbursable expenditures. Full payment of each task will only be made at such time as each task is completed.
City shall pay Contractor no later than 30 days after approval of the monthly invoice by City staff. Payments may be delayed by City if Contractor fails to provide services in accordance with the Schedule of Activities, unless the City has provided prior written consent to any delay in the schedule.
6. Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, the term "Extra Work" means any work that is determine'd by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without the City's prior written authorization.
7. Termination. This Agreement may be terminated by the City immediately for cause, or by either party without cause upon 15 days' prior written notice of termination. Upon te1mination, Contractor shall be entitled to compensation for services performed up, to the effective date of termination upon submittal of an invoice for same.
8. Ownership of Documents; Confidentiality.
A. All plans, studies, documents, and other writings prepared by and for Contractor, its officers, employees, agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of City upon payment to Contractor for such work. City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such rep01ts, plans, studies, documents m1d other writings to City upon written request by City. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose.
B. All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor. These materials shall not, without the City's prior written consent, be used by Contractor for any purposes other than the perfonnance of the services under this Agreement. Nor shall these materials be disclosed to any person or entity not com1ected with the petfonr1ancc ol services under this Agreement. Nothing furnished to Contractor that is otherwise known to Contractor, Contractor or is generally known, or has become known to the related profession shall be deemed confidential. Contractor shall not use City's nm11e or insignia, photographs relating to the Project for which Contractor services are rendered, or any publicity pertaining to the Contrac1or'R ervir.es under this Agreement in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the City's prior written consent.
2 ATTACHMENT 2
9. Contractor's Books and Records.
A Contractor shall maintain all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbw:sements charged to City, for a minimum period of three years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement.
B. Contractor shall maintain all records that document performance under this Agreement for a minimum period of three years, or for any longer period required by law, from-the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor address specified in Section 16 of this Agreement.
D. Where City has reason to believe that records or documents may be lost or discarded due to the dissolution or tennination of Contractor business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to these records and documents shall be granted to any party authorized by Contractor's, representatives, or Contractor successor-in-interest.
IO. Independent Contractor. In the performance of the work and services required by this Agreement, Contractor shall act as and be an independent contractor and not an agent, or employee of the City. Contractor shall obtain no rights to retirement or other benefits that accrue to City's employees, and Contractor expressly waives any claim it may have to any such rights.
11. Interest of Contractor.
A. Contractor represents that neither it nor any employee has any investment or interest in real property, and shall not acquire any such interest, direct or indirect, within the area covered by this Agreement, or any other source of income, interest in real property, or investment that would be affected in any manner-or degree by the performance of Contractor's services hereunder. Contractor further represents that, in the perfmmance of its duties hereunder, no person having any such interest shall perform any services under this Agreement.
B. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor:
(I) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel independent of the cont:roi and direction of the City, or of any City official, other than normal Agreement monitoring; and
3 ATTACHMENT 2
(2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2).)
12. Professional Ability of Contractor.
A. City is relying upon the professional training and ability of Contractor to perform the services hereunder as a material inducement to enter into tl1is Agreement.
Contractor shall therefore provide skilled professional and technical personnel to perform all services under this Agreement. All work performed by Contractor shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent,professionals in Contractor field of expertise.
B. The primary provider of the services required by this Agreement shall be Susan Adami and Jeremy White. A list of other individuals assigned to the Project will be provided to City for its review and approval, and these individuals shall not be replaced without the City's prior written consent.
13. Compliance with Laws. Conttactor shall use the customary standard of care in its proJession to comply with all applicable federal) state, and local statutes, codes, ordinances, and regulations.
14. Licenses. Contractor represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals that are legally required of Contractor to practice its profession. Contractor represents and warrants to City that 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, insurance, and approvals that are legally required of Contractor to practice its profession.
15. lndemnification and Hold Harmless. Contractor agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries,_ and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Contractor's performance of this Agreement, or Consultant's failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers.
16. Insurance Requirements.
A. Job specific insurance requirements can be found on the attached Attachment
4. Other insurance provisions can be found below:
B. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing an AM. Best's rating ofno less than A:VII and shall be endorsed with language substantially as follows:
(1) The City, its elected and appointed officers, officials, employees, agents and volunteers arc to be covered as additional insureds with 4 ATTACHMENT 2
respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts, or equipment furnished in connection with such work.
(2) The policy shall be considered primary insurance as respects the City, its elected and appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (3) The insurance shall apply to each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. (4) The insurer waives all rights of subrogation against the City, its elected and appointed officers, officials, employees, and agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage pl'ovided to the City, its elected and appointed officers_. officials, employees, agents, or volunteers. (6) The insurance provided by the policy shall not be suspendeQ, voided, canceled, or reduced in coverage or in limits except after 30 days written notice has been received by the City.
(7) 'TT1e City will not accept any endorsements that were issued in 2004. Acceptable endorsement forms are CG 20 10 l 1 85 or both CG 20 10 10 0l m1d CG 20 37 10 01.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of those deductibles or self-insured retentions.
D. Certificates of Insurance. Contractor shall provide to City certificates of insurance with original endorsements as evidence of the required insurru1ce coverage.
Certificates of insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.
17. Notices. Any notice required to be given under this Agreement sha!I be in writing and eitl1cr served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Manteca
1001 'vV. Centc:r Stfcd
Mm1teca, CA 95337
Attention: Juan Portillo
5 ATTACHMENT 2
If to Contractor: TRINE Integrated Services Inc.
241 E. 1 oth Street Suite A
Tracy CA 95376
Attention: Jeremy White
18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.
19. Amendments. Tb.is Agreement may be amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Assignments of any or all rights, duties, or obligations of the Contractor under this Agreement will be permitted only with the express written consent of the City. Contractor shall not subcontract any portion of the work to be pe1formed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of the subcontractor.
Nothing in this Agreement shall create any contractual relationship between City and subcontrnctor nor shall it create any obligation on the part of the City to pay any monies due to any such subcontractor other than as may be required by law.
21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.
22. Severability. If any provision of this Agreement is held to be invalid, i11egal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
23. Controlling Law; Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.
24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery 'expenses, and attorneys' fees.
25. Mediation. The parties at,rree lo make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to .JAMS/ENUISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five 6 ATTACHMENT 2
mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.
26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.
27. Authority to Enter Agreement. Contractor warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants to the other that the signatories to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.
28. Prohibited Interests.
A. Contractor warrants that it has not employed or retained any person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement.
Further, Contractor warrants that it has neither paid nor agreed to pay any person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
B. For lhe tem1 of this Agreement, no member, officer, or employee of City, during the period of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. Equal Oppmtunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff br termination.
30. Precedence. In case of conflict between Contractor's Proposal dated June 3, 2019 and this Agreement (which includes Attachment 1 and Attachment 3) this Agreement and its attachments shall take precedence over Contractor's proposal. 7 ATTACHMENT 2
This Space Purposely Left Blank
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TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.
CITY OF MANTECA: CONSULTANT:
-
TRINE Integrated Services, a California Corporation
(Sign ature)
Benjamin J. Cantu, Mayor
ATTEST:
(Signature)
Lisa Blackmon, City Clerk
COUNTERSIGNED:
Jeri Tejeda, Finance Director
COUNTERSIGNED:
m1 QAW1'"2Q..U
By:
··gn ature)
Jeremy White, CEO '
By: LY
(Signature)
Ac c ou...o± f-\a_v'.) 48f-C
(Fype name and title)
Address:
1ru..c"f CA q S-jl <...p
Telephone: Q_e, 1 - ' SJ.. I - f'i ()
Jeri Tejeda. tntctim Director of Risk Management
APPROVED AS TO FORM:¥
t&afr l
(Snature)
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JVIUJ L>llllt..uu, vuy n..11u1111J;;y
9 ATTACHMENT 2
Scope of Work
ATTACHMENT 1
REQUEST FOR PROPOSAL
Security services at the Manteca Transit Center are as follows:
1. Provide nightly patrol (8) eight hours a day from 8:00 p.m. to 5:00 a.m., seven days a week at the Manteca transit Center.
2. Patrol assigned areas as required. The assigned areas include bus platfonns, public areas outside the building, and parking lots.
3. Observe and report any illegal or hawrdous activities and/or items to law enforcement immediately.
4. Establish an overall security presence, serving to discourage vandalism, theft, activities prohibited by City Code and State Law as wclI as other activities prohibited by the City
5. Conduct frequent inspections of the entire facility and outlying parking areas during all shifts.
6. Investigate and document any suspicious activities and enlist the assistance of the Manteca Transit Dispatcher, Supervisor(s), police, or sheriff's department, if necessary.
7. Assist as needed, during adverse weather, to ensure customer and employee safety by spreading -rock salt, removing debris, etc.
8. Esco1t employees, as necessary, from the Transit Center building to parking areas.
9. Advise, educate and, if necessary, issue appropriate Field Contact Warning or Exclusion Notice to persons violating Local and State laws and codes.
IO. Immediately report all significant incidents/accidents to the City.
11. Assist with parking, traffic, and pedestrian control as needed.
12. Otlwr duties as deemed appropriate by the City.
Security services at the following Manteca City Parks:
13. Provide nightly patrol and facility Jockup of the following City of Manteca parks and restrooms: Lincoln, Woodward, Library, Morenzone, Norhtgate, BMX. Additional parks may be added as need arises.
14. Provide nightly patrols to assorted City locations to be determined at time of agreement and subject to change as need arises. Sample locations can include various parking lots, golf club house, tennis center, bike paths, etc.
15. Patrol during the hours of: 9:00 p.m. to 2:00 a.m. nightly, seven days a week.
16. Complete the nightly patrol rounds within a time frame of five hours.
17. Licensed Guard Card and Exposed Car1y Card personnel are to perform the patrols.
18. Uniformed Patrol Officers must have their Guard Card and Exposed Carry Card accreditation to be armed during patrols. Decision to be armed or unarmed will be flexible depending on the needs and recpu st of the City and approved Contractor.
19. Uniformed Patrol Officer will be authorized to enforce Chapter 12.12. I 00 of the Manteca Municipal Code as is referred to as General Use Regulations.
I
ATTACHMENT 2