CITY OF RICHMOND
'EMERGENCY JUSTIFICATION' FORM
THIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PROCUREMENT Vendor Name: Allied Universal $ Amount: Not to exceed $72,000 Phone Number: E-mail:
City Contact: Timothy Simmons Phone: 510-620-6990
Emergency procurements should be made only...I) to preserve life, health or property; 2) upon a natural disaster; 3) to correct or forestall a shutdown to maintain essential public services; or 4) other unforeseeable events. This form must be forwarded to Procurement Services, with all required backup documentation from the vendor within twenty-four (24) hours or at the earliest possible time on the first normally scheduled work day following the emergency.
Describe the specific nature of the emergency and justification for the selection of the vendor.
Describe items/services purchased, dates, costs, delivery timeframe, etc. Attach any cost comparisons, quotations, Council agenda statements, resolutions, or other pertinent information:
(use additional sheet if necessary)
Emergency Operations Center was activated on January 3, 2023, due to a potential landslide on Seaview drive, 15 houses were strongly recommended to evacuate. Police department is significantly short staffed and due to the emergency, 4 Richmond Police Officers have been assigned to provide security 24/7 to the area. This contract will provide 2 security professionals to cover the area and that will relieve 2 Police Officers to return their regular job duties.
Emergency Justification Forms must be signed by the Procurement Services Manager before submission to the City Manager or City Council.
Department/Division: Police Dept. - For Police chief Frenchy Department Head Signature:_ • Date: 1 1 7 12023
Date: 11712023
City Manager Signature Muckee MunSonal Date: '13 / 2023 Emergency purchases estimating/totaling UNDER/$10,000,00 require Citv Manager's signature City Council Authorization: Council Date:
(Emergency purchases estimating/totaling OVER S10.000.00 require Council approval. Attach Resolution.) NOTE: FINAL APPROVAL BY CITY MANAGER AND/OR CITY COUNCIL IS REQUIRED IN ACCORDANCE WITH MUNI. CODE SECTION 2.52.334 EMERGENCY PROCUREMENT 02/03/04
ALLIEDUNIVERSAL
TEMPORARY SECURITY PROFESSIONAL SERVICE AGREEMENT
THIS AGREEMENT, made this_f_ day of_January. 2023_. by and between Universal Protection Service, LP d/b/a Allied Universal Security Services (hereinafter "Allied Universal"), 1855 Gateway Bld, Suite 140, Concord, CA 94520 with its principal place of business at Eight Tower Bridge, 161 Washington Street, Suite 600, Conshohocken, PA 19428, and City of Richmond (hereinafter "Client"), 440 Civic Center Plz # 450, Richmond. CA 94804 is for temporary security officer services for Client's location(s) as set forth in Exhibit A In consideration of the mutual covenants herein and for other good and valuable consideration set forth below, the sufficiency of which is hereby acknowledged. Allied Universal and Client agree as follows:
The lern of this Agreement is for the period beginning on January 6, 2023 and ending on the earlier of Cordan ' execution of a permanent agreement or on such carlier date as terminated by either party for any reason upon 10 duvr written notice. 3y signing below by their duly authorized representatives, Client and Allied Universal agree to be legally bound to the Agreement and Exhibit attache hereto, which form a binding and enforceable part of this Agreement as of the day and year first written above ("Commencement Dat" CLIENT: City of Richmond UNIVERSAL PROTECTION SERVICE, LP d/b/a Allied Universal Security Services
By: Brity of Richerd By:
Name: moth simmon Name:
ile:AssT. rolic Chiet Title:
Address for Notices: Address for Notices:
170i Regatta Blue. Richmond Eight Tower Bridge, 161 Washington Street, Suite 600, Conshohocken, PA 19428
Fax: Fax:
GENERAL TERMS AND CONDITIONS
A. Scape of Services Universal to perform the Services. Client will inform Allied Universal
1. The purpose of any inspection of the premises at Client's location in writing of all risks inherent in performing the Services. by Allied Universal is solely to assist Client with its loss control 2. Client acknowledges that Allied Universal has spent considerable program. The safe maintenance of those premises and operations and time and expense in recruiting and training its employees. As such, equipment on those premises, and the avoidance of unsafe conditions Client agrees that it will not employ, as a security professional or in and practices, is the responsibility of Client. any related capacity, directly or indirectly. including employment
2. Allied Universal shall provide security professional services (the through a successor security contractor, any person who has been "Services"") in the amount and for the times and rates set forth in employed by Allied Universal in a supervisory capacity and assigned Exhibit A attached hereto and incorporated herein. Allied Universal to Client's location for a period of one hundred and eighty (180) days does not warrant or guarantee that the Services constitute complete following the last date of that person's employment with Allied security at Client's location so as to prevent any incident, loss, theft. Universal. In the event of a breach of this provision by Client, Client damage or injury (including death). Client agrees that Allied Universal shall pay Allied Universal the average weekly billing for such has not been engaged as a security consultant with respect to its employee for four (4) months as liquidated damages together with all location. Allied Universal does agree to provide the Services in a legal fees, costs and disbursements arising from the breach of this professional and diligent manner.
3. Notwithstanding anything to the contrary provided herein or in any 3. Allied Universal shall provide uniforms for all assigned personnel. other direction (oral or written), Allied Universal and Client agree that Allied Universal's personnel will not be required to carry weapons of in no event shall Allied Universal employees be required to undertake any kind, unless otherwise expressly set forth herein. any duty which could potentially expose themselves to unreasonable 4. Security professionals assigned to Client's location are employees risk or harm. of Allied Universal, which is acting as an independent contractor.
4. Allied Universal personnel will have no responsibility to engage 5. Client shall protect, defend, hold harmless and indemnify Allied with any persons regarding COVID-19 or health or employment Universal, its respective successors and assigns, and its directors, concers. Notwithstanding anything to the contrary, the parties officers and employees from and against all claims, actions, liabilities, understand and agree that Allied Universal's personnel are not health damages, losses, costs and expenses (including reasonable attomey's care professionals and are not expected to respond or act in the same fees) (the "Losses") asserted against Allied Universal arising our of manner or capacity as such. incidents or occurrences taking place or arising at Client's location.
B. Personnel
Allied Universal is responsible for the hiring, training and 1. Client shall pay in foll the amount of all invoices submitted to Client supervision of all security professionals assigned to Client's location. within thirty (30) days of the invoice date. Allied Universal will Should Client direct or supervise security professionals, or alter or invoice Client on a monthly basis for all hours scheduled for the change the direction or supervision given to the security professionals preceding weekly period (starting on Friday and ending the following at its location by Allied Universal. Client will be responsible for any Thursday) at the rates set forth in Exhibit A (the "Billing Rates") and damages. liabilities, claims or other consequences that may result. any associated costs and will be deemed to accept all invoices Client will provide any specialized training necessary for Allied
ALLIEDUNIVERSAL
2. The Billing Rates do not include the direct bill items ("Direct Bill anticipated revenue. Amounts being charged by Allied Universal are Items)) identified in Exhibit A, which shall be invoiced and paid by insufficient to guarantee that the Services supplied will avert or prevent Client to Allied Universal in accordance with the payment lenns any occurrences, losses, claims or causes of action.
Notwithstanding anything contained herein to the contrary, 5. Allied Universal shall not be liable for any Losses arising out of Allied Universal may pass through any increase in any and all of the the performance of the Services. costs of any and all Direct Bill Items when incurred or accrued, and 6. The number of Allied Universal uniformed security professionals Client shall reimburse Allied Universal for such costs. present at Client's property and the scope of the Services has been othenwise expressly stated herein. Allied Universal's fees and charges determined by Client who, to the fullest extent permitted under law. do not include any sales, use, excise or similar taxes, levies or duties agrees to defend. indemnify, and hold Allied Universal harmless and ("Taxes"). Client is responsible for paying for all such Taxes in respect hereby waives any claim for damages resulting or connected in any of Allied Universal's Services and amounts payable by Client way to the Services and resulting in loss or harm to Client or others. hereunder. If Allied Universal has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the professionals, or alter or change the direction or supervision given to appropriate amount shall be promptly paid by Client to Allied the Allied Universal security professionals, or require Allied Universal Universal unless Client provides Allied Universal with either a valid security professionals to use force, Client will be responsible and exemption certificate direct pay certificate. indemnify Allied Universal for any damages, liabilities, claims or authorized by the appropriate taxing authority. other consequences that may result.
3. Client agrees to pay Allied Universal one and one-half percent (1.5 7. Notwithstanding anything contained in this Agreement to the %) per month interest or such maximum amount as permitted by law. contrary, should Allied Universal be found liable for any Losses whichever is less, on any invoice not paid within ten (10) days of hereunder for any reason, the sole and exclusive remedy of Client in invoice date. In the event that legal action is required to collect on any any situation, whether in contract or tort, or otherwise. shall be limited past-due invoiced amount owed to Allied Universal by Client under to Client's actual and direct damages, and shall in no event exceed the this Agreement. Client agrees to pay to Allied Universal the costs and amounts invoiced over the previous twelve (12) month period and paid attomey fees incurred by Allied Universal in such action. by Client to Allied Universal, exceed Client's apportioned liability, or Five Thousand Dollars (S5,000), whichever is less, such amounts to be
1. Client recognizes and acknowledges that in performing its duties inclusive of any defense costs.
Allied Universal may install and utilize 8. Under no circumstances will Allied Universal be liable to Client, or proprietary software (hereinafter "Proprietary Softvare"), a valuable. any other person or entity. for consequential, incidental, indirect or special and unique asset of Allied Universal and/or third parties. This punitive damages, or for lost profits. or for any claims (whether or not Proprietary Software is and will remain the sole and exclusive property insurable) arising out of or in any way related to communicable of Allied Universal and/or those applicable third parties.
2. Furthermore, any other property, equipment or supplies furnished F. Miscellaneous by Allied Universal to its personnel in performance of the Services 1. This Agreement, including any exhibits and addenda, represents the described in this Agreement shall remain the property of Allied entire agreement and understanding of the parties concerning the Universal and shall be returned to Allied Universal promptly at the subject matter herein and replaces any and all previous agreements, discussions or
expiration or termination of this Agreement.
modification to this Agreement shall be effective unless reduced to Allied Universal shall maintain and provide, at its expense. writing and executed by both parties.
Workers' Compensation coverage for its security professionals and 2. A written waiver by cither party of any of the terms or conditions personnel assigned to Client's location at limits imposed by statute. of this Agreement at any time shall not be deemed or construed to be a waiver of such term or condition for the future or of any subsequent including Employer Liability coverage.
2. Allied Universal shall maintain for its own protection and benefit breach of the Agreement. The failure to enforce a particular provision various other policies of insurance including Comprehensive General of this Agreement shall not constitute a waiver of such provision or Liability coverage for its performance of the Services at Client's otherwise prejudice Allied Universal's right to enforce such provision location, among others. 3. This Agreement is entered into solely for the mutual benefit of the
3. Additionally, Allied Universal shall maintain Automobile Liability parties hereto and no benefits, rights, duties or obligations are intended insurance to cover its employees' operation of Allied Universal's owned. leased and non-owned vehicles. However, to the extent that of created by this Agreement as to any third parties.
Client requires Allied Universal professionals and personnel to drive 4. This Agreement and all matters collateral hereto shall be governed Client's vehicles in performance of the Services, Client agrees to carry by the laws of the state wherein the Services are to be provided, Aulomobile Liability insurance for those vehicles with bodily injury without reference to its choice of law provisions. and property damage limits of One Million Dollars ($1,000,000.00) 5. Many of the lens or provisions of this Agreement are ruled to be aggregate. Such insurance will be primary for any loss or damage invalid or inoperative, all the remaining terms and provisions shall for Client vehicles operated by Allied Universal remain in full force and effect. occurring 6. Allied Universal shall not be responsible for additional expenses professionals or personnel in performance of the Services. and costs incurred by it to provide Services pursuant to this Agreement
4. Client agrees that Allied Universal is not an insurer of Client's operations, personnel or facilities. Client assumes all risk of loss, as a result of unusual circumstances including, but not limited to, physical damage and personal injury at its operations, to its personnel strikes, riots, revolutions. wars, active shooter events, military actions, fires. floods, droughts, natural disasters, pandemies, snow storms. and or assels or any other property resulting from fire, theft, exposure blizzards or other inclement weather, accidents, insurrections, lockouts lo any pathogen, germ, contagion, bacteria, or virus including the or other acts of God, perils of the sea, stoppage of labor, or other events coronavirus and spread of COVID-19), or other casualty, and Client waves any right of recovery and its insurers' right of subrogation considered as "Force Majeure", or by any other unavoidable cause beyond Allied Universal's reasonable control. All such additional against Allied Universal for any loss or damage resulting from any expenses shall be the responsibility of Client as an additional charge such occurrence. It is understood and agreed between Allied Universal invoiced and paid by Clien as it is incurred, pursuant to the tenns of and Client, that the rates being paid to Allied Universal for Services the Billing section set forth above. Additionally, to the extent that are not related to the value of any personal or real property or
ALLIEDUNIVERSAL
Allied Universal is unable to perform. or is delayed in performing. the Services set forth in this Agreement, such nonperformance or delayed UNIVERSAL, PROTECTION SERVICE, LP performance is not a breach of this Agreement nor cause for termination of this Agreement. By: _
7. Either party may assign this Agreement to an Affiliate with no Name:
change in ultimate ownership or control. Title:
entity controlling, controlled by or under common control with the Date:
Except as permitted in this section, Chent may not assign. delegate or subcontract this Agreement without the prior written consent of Allied Universal. Notwithstanding the foregoing, in the event Client assigns this Agreement, it shall remain hable obligations incurred hercunder prior to and after such assignment.
8. Any notice required or permitted hercunder shall be in writing and shall be delivered either in person. by nationally recognized overnight City of Richmond delivery service or by certified or registered mail, postage prepaid. addressed to the parties at the address shown in the opening paragraph By:
(or as may be directed by a party in the future by written notice). Name:
9. Some or all of the physical security guard services identified in this Tille: Arzat. Tant Simmons Agreement could be designated as a Qualified Datc:
Technology ("QATT") under the Support Anti-terrorism by Effective 17/2023 Technologies (SAFETY") Act of 2002. 6 U.S.C. $$ 441-444, as amended. Where this OATT has been deployed in defense against. response or recover from an act of terrorism, as that latter term is defined under the SAFETY Act (as herein defined), Allied Universal and Client agrec to waive all claims against each other, including their isses. that its sustains, o
shall apply throughout the term of this Agreement.
regardless of whether Allied Universal should cease to have SAFETY Act coverage for these Services for any reason.
10. The following provisions shall survive expiration or termination of this agreement for any reason: A; B.I: B.2: B.4: B.5; C: D; E.4; E.S; The parties hereto. intending to be legally bound hereby, enter into this Agreement by their duly authorized representative as of the day and year first written above.
• ALLIEDUNIVERSAL
EXHIBIT "A"
to Agreement Between
Allied Universal
1855 Gateway Blvd, Suite 140, Concord, CA. 94520
and
City of Richmond
440 Civic Center Plz. # 450
Richmond, CA, 94804
Location Type of Service Schedule of Hours Bill Rate
Coverage
Address: Intersection of Seacliff Unarmed Security 24/7 Coverage 48 Hours Per $50.00 per hour Dr/Seaview Dr, Richmond Ca Professional 2 S/P's Per Shift Day NOTE: Ponta-Potties will be provided by customer along with a patrol vehicle for temporary shelter.
RATE COMPOSITION:
Requested Overtime: With requests for a specific individual to work more than their Overtime Limit for any special reason, regardless of the notice provided and provided that the individual is able to accommodate, only the overtime impact for that individual will be billed. An individual's Overtime Limit may be a weckly (e.g. 40 hours) or daily limit (e.g. 8 hours depending on the location. Example, in a location where 40 hours per week is the Overtime Limit: "We need Officer Smith to stay two extra hours at the end of his shift to help with a special project." The additional two hours will only be billed at the overtime rate if those hours exceed the Overtime Limit of 40 hours per weck.
ADDITIONAL BILLING TERMS:
1. EXTRA SERVICE REQUESTS. Additional service requests will be billed at the supplemental deployment rate which shall not be less than the overtime bill rate. The supplemental deployment rate for such additional services will continuc to apply until this Agreement is amended in writing to provide for the increase in basc hours.
Holidays worked will be billed at 1.5 times the Bill Rate. Holidays include New Year's Day, Presidents Day, Memorial Day. Independence Day, Labor Day, Thanksgiving Day and Christmas Day, or as otherwise determined by mutual agreement of the parties, or by applicable collective bargaining agreement.
3. Allied Universal shall be compensated for all time including preparation, travel to from, and actual time spent in any court of law, judicial, quasi-judicial or other proceeding, mediation, deposition, arbitration to which Universal is subpoenaed or agrees to appear, arising out of, or relating to, this Agreement at the rate of: $125.00 per hour, for director or manager and S65.00 per hour for all other employees in addition to reasonable costs and expenses incurred. This paragraph will survive the termination of this « ALLIEDUNIVERSAL