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Docusign Envelope ID: 010E38E46B7D-4C9F-9193-1DEEDAFE7012 :
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO :
AND REDWOOD PRIVATE SECURITY, LP :
This Agreement is made and entered into as of September 6, 2023 by and PRIVATE SECURITY, LP a partnership with its principal place of business at 473 E. arnegie Dr. #200, San Bernardino, CA 92408 (hereinafter referred to as "Consultant" itv and Consultant are hereinafter sometimes referred to individually as "Party" an collectively as the "Parties."
RECITALS
professional sely des for the tolongy of the State of Caliomia land is in need of Armed Security Services (hereinafter referred to as "the Project").
Consultant is duly licensed and has the necessary qualifications to provide such services.
The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.
Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A."
Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
Compensation.
Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "A." b. In no event shall the total amount paid for services rendered by Packet Pg. 130
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 Consultant under this Agreement exceed the sum of $80,000.00 annually. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted t shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
Adjustments. No retroactive price adjustments will be considered.
Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing. Annual increases shall not exceed the percentage change in the Consumer Price Index- All urban consumers, All Items - (Series ID# CUURS49CSAO) Riverside-San Bernardino - Ontario, CA areas for the tweive (12) month period January through January immediately preceding the adjustments and be subject to City's sole discretion and approved (if needed) for budget funding by the City Council.
6. Term. This Agreement shall commence on the Effective Date and continue through June 30, 2024, with a two (2) one (1) year options to extend.
7. Maintenance of Records; Audits.
a. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
Time of Performance. Consultant shall perform its services in a prompt and time lo paced, Conal anshal compera series recipe of were er we free.
Delays in Performance.
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety.
Should a Force Majeure Event occur, the non-performing Party shall, Consultant to any additional compensation regardless of the Party responsible for the delay.
Agreement in accor artista ding the forgoing ons of the areme nerminate this
10. Compliance with Law.
and regulations of the larat, late and local governmen, in ording ca, CHA requirements.
If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
Standard of Care. Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant's performance shall conform in all material Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.
Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall onstitute grounds for termination. Subcontracts, if any, shall contain a provision makir em subject to all provisions stipulated in this Agreement. Nothing contained herein sha Consultant may deem appropriate to assist in the performance of services hereunder.
15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant's and its subconsultants' b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies (ii) Coverage for Commercial General Liability insurance shall be 4 Packet Pg. 133
DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 at least as broad as the following:
nsurance Services Office Commercial General Liabilit
overage (Occurrence Form CG 00 01) or exact equivalen
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3)
(4)
(5)
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respectito this Contract (8) Broad Form Property Damage
(9) Independent Consultanis Coverage
The policy shall contain no endorsements or provisions
limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles subject to written approval by the
insured.
C. Automobile Liability
Agreement, the Consultant shal aintain Auto thele Liary is of the fork dider this At all times during the performance of the work under this and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
oficers employes, alone an oly singe cy he ed and peted file,. 5 Packet Pg. 134
DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(i) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liabilty Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
g. Minimum Policy Limits Required
The following insurance limits are required for the
Agreement:
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer's Liability $1,000,000 per occujrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per, occurrence and
aggregate
(i) Defense costs shall be payable in addition to the limits. h. Evidence Required
written notice of cancellation of any policy required by this Agreement, except that the 7 Packet Pg. 136
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. han the effective date of this Agreement. Consultant shall maintain such coverag ontinuously for a period of at least three vears after the completion of the work unde this Agreement. Consultant shall purchase a one (1) year extended reporting period A) f the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically and insurance clauses from each of its subconsultants.
The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers
All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A: VIl and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
K. Additional Insurance Provisions
The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. 8 Packet Pg. 137
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 (ii) If at any time during the life of the Agreement, any policy of nsurance required under this Agreement does not comply with these specifications or i anceled and not replaced, City has the right but not the duty to obtain the insurance leems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultan (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, norj any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
Subconsultant Insurance Requirements. Consultant shail not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City, indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of If Consultant's obligation to defend, indemnify, and/or hold harmless anies Gui Code searion 2782, then, and only othe extent raghad by cil Cod section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of 9 Packet Pg. 138
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
notes, drawings and specifications, written reports and other documents produced or completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an mount mutually agreed to by City and Consultant of the portion of such task complete ut not paid prior to said termination. City shall not be liable for any costs other than th charges or portions thereof which are specified herein. Consultant shall not be entitled 10 Packet Pg. 139
DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
" for the purposes of this Agreement
23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant's professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.
Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
26. Documents. as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become Organization. Consultant shall assign Jason Berckart as Project Manager.
The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be givenlor delivered by this Agreement may be given or delivered by depositing the same in any, United States Post 11 Packet Pg. 140
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
CITY: CONSULTANT:
City of San Bernardino Redwood Private Sécurity, LP
Vanir Tower, 290 North D Street 473 E. Carnegie Dr. #200 San Bernardino, CA 92401 San Bernardino, CA 92408
Attn: Michael Yarbrough, Attn: Jason Berckart, CEO
Real Property Manager
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Stree
San Bernardino, CA 92401
Attn: City Attorney
Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
31. Equal Opportunity. Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discriminatior shall include, but not be limited to, all activities related to initial employment, upgrading demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Entire Agreement. This Agreement, including Exhibit "A," represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each arty acknowledges that no representations, inducements, promises, or agreements ave been made by any person which are not incorporated herein, and that any othe areements shall be void. This is an interated Agreemen
33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, suci determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns 12 Packet Pg. 141
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shal in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy. with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
Time of Essence. Time is of the essence for each and every provision of this Agreement.
Headings. • Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City's Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
40. solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making o his Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an
44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows:
(i) Informal Warning (Written or Verbal). Consultant is given a warning in regard to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant.
(ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance.
This time period
Formal Penalty Issued. A penalty of 15% of the Consultant's current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued.
(iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND REDWOOD PRIVATE SECURITY, LP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF SAN BERNARDINO REDWOOD PRIVATE SECURITY, LP
APPROVED BY:
Charles E. Metely Jason Berkart
Charles E. McNeely Signature
Interim City Manager Jason Berckart
ATTESTED BY: Name
CEO
Genera Packa
Genoveva Rocha, CMC Title
City Clerk
APPROVED AS TO FORM:
thomas Rice
Best Best & Krieger LLP
City Attorney
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012
EXHIBIT A
SCOPE OF SERVICES
OUTSIDE ARMED SECURITY GUARD DUTIES AND RESPONSIBILITIES AT THE
REGAL THEATER, DOWNTOWN SAN BERNARDINO
The overall duty of an armed Security Guard is to protect the Regal Theater's property, employees and visitors. Here are their daily responsibilities:
• Patrolling and monitoring activities on the Regal Theater's premises Monday hrough Sunday, 12 PM to 2 AM, to discourage criminals and ensure the environment is safe and secure for movie-goers.
Evicting trespassers and violators and detaining perpetrators while followin egal protocols before relevant authorities arrive to take ove • Controlling the entrance and departure of employees, movie-goers, and vehicles according to protocols.
• Monitoring surveillance cameras to watch out for any disruptions or unlawful activities.
• Providing detailed reports on daily activities and any incidents that may have occurred to management.
• Using provided communication devices such as two-way radios in a clear and concise manner.
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012
SCHEDULE OF CHARGES
Description Unit of Measure ¡ Price
Straight Hours 40 per week $1,197.60
Overtime Hours 6 per week |$269.46
46 Total Hours per week of Coverage
Calculation for Weekly Pricing
40 Straight Hours X $ 29.94 $ 1,197.60 per week rate
6 Overtime Hours X $ 44.91 $ 269.46 per week rate
Weekly Wage + Overtime Wage $ 980.00 per week total
Weekly Total X 52 Weeks = Fiscal 2023 Cost $ 76,287\12 Fiscal Year Total
Total Cost Fiscal Year Cost $ 76,287|12
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DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012
EXHIBIT B
KEY PERFORMANCE INDICATORS OR PERFORMANCE REQUIREMENTS
Performance Expectations
• A Performance Measurement Plan ("Performance Plan") may be required to be developed by the City Community Development Real Property Division and may be reviewed on a quarterly basis.
• Consultant will track and document all performance measures identified in the Performance Plan. Measures will include, but a not limited to the measures listed below: TBD by the City's Community Development Real Property Division • Consultant may be required to develop and distribute, electronically, a monthly summary report showing the current status and 12-month trend of each performance measure.
Consultant may be required to attend quarterly meetings scheduled by the City's Community Development Real Property Division and present and discuss performance measures.
• Consultant may be required to track all cost savings for all orders requested by Waste Resources and will report their total Cost Savings on a quarterly basis.
2. Performance Measures
1. Safety:
a. Definition: the condition of being protected from or unlikely to cause danger, risk, or injury
b. Safety Measures is related to PW projects when a contractor is conducting work on a county facility and/or delivery materials and services to a county facility.
2. Quality:
a. Definition: the standard of something as measured against other things of a similar kind; the degree of excellence of something.
b. Quality Measure is related to final result of a product or service. Ex. was the monitor installed correctly, crooked, upside down? Were monthly/annual inspections done correctly/on time, were they incomplete.
3. Cost Savings:
a. Definition: a reduction in expenses, especially in business b. Cost Savings Measure is related to savings that a vendor makes and passes on to the County.
4. On-Time Delivery:
a. Definition: On Time Delivery or OTD refers to a key performance indicator measuring the rate of finished products and deliveries made in time. This 18 Packet Pg. 147
....
DocuSign Envelope ID: 010E38E4-6B7D-4C9F-9193-1DEEDAFE7012 rate is expressed in the total number of units delivered within a set period defined by the customer and the supplier.
b. On-Time Delivery measure is related to service contracts, were the samples are delivered on time to the lab. This can also refer to pick-up services such as with environmental contracts that deal with hazardous samples.
19 Packet Pg. 148
City of
San Bernardino
Office of the City Manager | Rochelle Clayton, Acting City Manager SOUNDED IN 19D
November 7, 2024
Jason Berckart
Redwood Private Security, LP
473 E. Carnegie Drive
Suite 200
San Bernardino, CA 92408
Dear Mr. Berckart,
The letter is intended to notify Redwood Private Security, LP (Redwood) that the City of San Bernardino has received your intent to exercise extension option one, of the Professional Services Agreement (PSA) for security services at the Regal Theater, dated August 23, 2024.
In accordance with the provisions outlined within the PSA, the City and Redwood hereby agree to extend the PSA with a new good through date of June 30, 2025.
Please be advised that all terms and conditions set forth in the PSA remain in full effect during the extended term. These conditions include your commitment to provide the agreed-upon services as well as adherence to all performance standards and obligations originally specified Furthermore, the total compensation specified under this extension option will not exceed $80,000.00 annually.
Thank you for your ongoing collaboration and commitment to maintaining a productive relationship with the City of San Bernardino.
Acting City Manager
290 North D Street, San Bernardino, CA 92401 | P: 909-384-5122 | www.SBCity.org San Bernardino
Office of the City Manager | Bill Gallardo, Interim City Manager FOUNDED TY 10T0
April 30, 2025
Jason Berckart
Redwood Private Security, LP
473 E. Carnegie Drive
Suite 200
San Bernardino, CA 92408
Dear Mr. Berckart,
The letter is intended to notify Redwood Private Security, LP (Redwood) that the City of San Bernardino has received your intent to exercise extension option two (2) of the Professional Services Agreement (PSA) for security services at the Regal Theater, dated April 24, 2025.
In accordance with the provisions outlined within the PSA, the City and Redwood hereby agree to extend the PSA with a new good through date of June 30, 2026.
Please be advised that all terms and conditions set forth in the PSA remain in full effect during the extended term. These conditions include your commitment to provide the agreed-upon services, as well as adherence to all performance standards and obligations originally specified Furthermore, the total compensation specified under this extension option will not exceed $80,000.00 annually.
Thank you for your ongoing collaboration and commitment to maintaining a productive relationship with the City of San Bernardino.
Bille
Bill Gallardo
Interim City Manager
290 North D Street, San Bernardino, CA 92401 | P: 909-384-5122 | www.SBCity.org