ACTION:
____________________________
Clerk/Secretary
Department: Public Works Item No: C9
Prepared by: Sergio Sauceda, Management Analyst Meeting Date: June 25, 2024 Approved by:
Chris Arce, Acting Director
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: AGREEMENT WITH OPS INC SECURITY SERVICES FOR SECURITY SERVICES AT THE
VISTA CIVIC CENTER
RECOMMENDATION: Adopt City Council Resolution No. 2024- , approving an agreement with OPS Inc.
Security Services to provide security services at the Vista Civic Center.
CORRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.
PRIOR ACTION: On June 25, 2019, adopted City Council Resolution No. 2019-92, approving an agreement with Borden Security Patrol, Inc. to provide security services at the Vista Civic Center (Vote: 5- 0).
On June 24, 2014, adopted City Council Resolution No. 2014-109, approving an agreement with Universal Protection Service to provide security services at the Vista Civic Center (Vote: 5-0).
STATEMENT ON THE SUBJECT: Since 2010, the City of Vista has contracted out security services for the Vista Civic Center. One security guard is assigned daily from 3:00 p.m. to 11:00 p.m. to the City of Vista Civic Center exterior property as a highly visible public presence. The agreement with the current security services provider for the Vista Civic Center, Borden Security Patrol, Inc., will expire on June 30, 2024.
On May 17, 2024, a Request for Bids (RFB) for security services at the Vista Civic Center was issued. Staff advertised this RFB on the City’s website and online procurement portal, OpenGov, and contacted 12 firms including our current provider. Eleven firms attended a mandatory site visit and all 11 submitted Bids on June 5, 2024, in response to the solicitation. The following bids were received:
Contractor Hourly Rate Per Guard
Saferock Inc. (Mission Viejo, CA) $22.40
OPS Inc. Security Services (Glendale, CA) $24.00
Proud Security Guards Inc. (Citrus Hights, CA) $25.00 American Global Security, Inc. (Reseda, CA) $25.99 Citiguard, Inc. (West Hills, CA) $26.50
All Terrain Protective Services, Inc (Costa Mesa, CA) $27.90 Secure Guard Security Services, Inc. (Irvine, CA) $28.95 Securitas Security Services USA, Inc. (Parsippany, NJ) $29.59 AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
Approved above recommendation, adopted City Council Resolution No. 2024-111. Vote: 4-0 (Green absent)
MEETING DATE: June 25, 2025 PAGE 2
SUBJECT: AGREEMENT WITH OPS INC SECURITY SERVICES FOR SECURITY SERVICES AT THE
VISTA CIVIC CENTER
Platinum Security Services (Los Angeles, CA) $29.88
Allstate Security (San Diego, CA) $31.50
Briggs International Inc. (Corona, CA) $34.00
At bid opening, SafeRock Inc., was determined to be the apparent lowest bidder, however upon further review, the bid package was incomplete and disqualified. Subsequently, OPS Inc. Security Services was determined to be the next lowest bid package. Staff recommend that OPS Inc. Security Services be accepted as the lowest responsible and responsive bidder.
The agreement is proposed for a period of twenty-four months beginning July 1, 2024, through June 30, 2026. The agreement may be renewed after this period under the authority of the City Manager for three additional twelve-month periods, for a possible maximum term of five years, subject to an annual consumer price index increase.
FISCAL IMPACT: The agreement with OPS Inc Security Services has an annual contract ceiling of $75,000. Funding is available in the Fiscal Year 2024/25 Operating Budget Building & Facility Maintenance Service Contract Account (No. 6020155.521040). Funding for subsequent years will be included in annual budget preparations.
EXHIBITS:
1.City Council Resolution No. 2024-, approving an agreement with OPS Inc. Security Services for security services at the Vista Civic Center.
2.Agreement with OPS Inc Security Services
3.Request for Bids
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00029213 7
RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF VISTA, CALIFORNIA, APPROVING AN AGREEMENT WITH OPS INC.
SECURITY SERVICES TO PROVIDE SECURITY SERVICES AT THE VISTA
CIVIC CENTER
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. The City solicited bids for security services, and on May 17, 2024, public bids for services were opened and OPS Inc Security Services was determined to be the lowest responsible bidder.
B. Staff determined that the bid from OPS Inc Security Services is responsive in all material aspects of the request for bids, and that the bid from OPS Inc Security Services is the lowest responsive, responsible bid.
C. The City and OPS Inc Security Services desire to enter into an agreement to provide security services at the Vista Civic Center.
2. Action.
A. The Agreement between the City of Vista and OPS Inc. Security Services to provide security services at the Vista Civic Center.
B. The Mayor is authorized to sign the Agreement on behalf of the City.
C. The City Manager is authorized to execute all amendments extending the term of the Agreement and price increases up to the Consumer Price Index as authorized by the Agreement.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 25, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20240613154626
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
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EXHIBIT 1
Job Order City Services (Non-Construction) (RFP) 1 of 10 OPS INC SECURITY SERVICES [29867-4] 00070769 34877-3375-0727, v. 2
JOB ORDER CONTRACT FOR SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).
1.0 THE “PARTIES”
The “City”:
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Keith Gardner
Billing Contact: Kassandra Santacruz
The “Contractor”
OPS INC SECURITY SERVICES, a
California corporation
701 N Bland Blvd. STE 840
Glendale, CA 91203
Contact: Andrew Dimian
2.0 BASIC TERMS
2.1 The “Services” to be performed by Contractor are set forth in City’s Request for Proposals (“Exhibit A”).
2.2 Contractor has submitted to City a Proposal to perform certain “Services” dated June 5, 2024 (“Exhibit B”).
2.3 The specific tasks for which the Services are required is described in Exhibit A.
2.4 The “Required License” for the Services is:
2.5 Contractor desires to enter into this “Contract” with City for the Services.
2.6 The “Contract Ceiling Price” is not to exceed $75,000 per year.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3.2 This Contract shall be in effect for 24 calendar months (“Term”). The Term may be extended at the City’s option for an additional 36 months, in increments of City’s choice, for a maximum Term of 60 months from the Contract Date.
3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
Contractor shall perform, in accordance with Exhibit A, all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, as may be 06/25/2024 C9 Page 4 of 103EXHIBIT 2
Job Order City Services (Non-Construction) (RFP) 2 of 10 OPS INC SECURITY SERVICES [29867-4] 00070769 34877-3375-0727, v. 2
required from time to time upon the issuance of a Work Order for the fulfillment of each specific task to be performed under the Contract (“Project”). The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.
5.0 COMPENSATION
5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed. For any contract extensions awarded pursuant to Section 3.2, the City may approve, upon contractor’s written request, an increase in the contract pricing set forth in Exhibit A in the amount of the increase in the Consumer price index, San Diego Area, for All Urban Customers (CPI-U) as published by the Bureau of Labor Statistics during the preceding year, or 3.0%, whichever is less.
5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.3.1 The changes, additions, and deductions to be made.
5.3.2 The increase or decrease in compensation due the Contractor, if any.
5.3.3 Adjustment in the time of completion, if any.
5.4 Contract Ceiling Price
5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.
5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A–E. 06/25/2024 C9 Page 5 of 103
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7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed by the date incorporated in the Work Order for the specific Project and within the time and response specifications in Exhibit A.
8.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.
10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
10.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
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10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against, or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
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11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONTRACTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.
14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor 06/25/2024 C9 Page 8 of 103
Job Order City Services (Non-Construction) (RFP) 6 of 10 OPS INC SECURITY SERVICES [29867-4] 00070769 34877-3375-0727, v. 2
warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
16.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.
16.2 Contractor represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the 06/25/2024 C9 Page 9 of 103
Job Order City Services (Non-Construction) (RFP) 7 of 10 OPS INC SECURITY SERVICES [29867-4] 00070769 34877-3375-0727, v. 2
right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
20.0 INDEMNIFICATION
20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by 06/25/2024 C9 Page 10 of 103
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Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).
20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
22.0 SERVICE OF NOTICE
22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“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.”
24.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.
25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
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27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
28.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.
Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).
29.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
[Continued on page 10.]
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30.0 EXECUTION
The Parties hereto have executed this Contract as of the Contract Date. “City”
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCON, RISK MANAGER
By:
“Contractor”
OPS Inc Security Services, a California
corporation
By:
Name/Title
By:
Name/Title
APPROVED
Amanda L. Guy
20240611084428
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00070769 3 Exhibit A
4877-3375-0727, v. 2
EXHIBIT A
REQUEST FOR PROPOSALS
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REQUEST FOR BIDS (RFB)
SECURITY SERVICES FOR VISTA CIVIC CENTER
THE CITY OF VISTA
RFB ISSUE DATE: May 17, 2024
RESPONSE DUE: June 5, 2024; 2:00 PM
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REQUEST FOR BIDS
For Non-Professional Services
The City of Vista is requesting written bids from qualified Bidders for the furnishing of Security Services for Vista Civic Center in accordance with the requirements and specifications of this Request for Bids (RFB). This will be a two-year contract with three 1-year extensions for a possible total of 5 years.
I. SCOPE OF SERVICES
The City is seeking a qualified vendor to provide the following non-professional services:
The selected contractor shall be a licensed Private Patrol Operation with the State of California.
The contractor will provide at least one unarmed, uniformed security guard from 3pm to 11pm, 7 days a week, who are registered with the California Bureau of Security and Investigative Service. The security guard will be assigned to the City of Vista Civic Center exterior property as a highly visible public presence, perform ambulatory patrol within the property lines of the Vista Civic Center, respond to suspicious activity or safety-related incidents. Security Guards must demonstrate situational awareness, knowledge of progressive security procedures, techniques of detecting and assisting in the prevention and de-escalation of disruptive or prohibited conduct. The chosen contractor must be experienced in providing traditional security services as well as acting in a liaison capacity by occasionally providing information and assistance to City residents and City staff.
The Scope of Services contemplated, include, but are not limited to the following:
A. Contractor is responsible for scheduling guards to ensure coverage for 7 days a week.
B. Contractor will supply City detailed monthly invoices for payment.
C. Security will be onsite and ready to work at or before 3pm and not vacate the property prior to 11pm.
D. Provide occasional as needed security escort to walk with City of Vista staff to their vehicles within Civic Center property lines, after business hours, with phone number for City of Vista staff to contact. With response time of 15 minutes or less once call for security escort is received.
E. Ambulatory patrols shall occur no less than twice per hour. Each patrol will cover the entire property. Unless the security guard is contacted to walk with City of Vista staff to their vehicles and occurrence will be noted on daily log.
F. Security guard(s) will exercise professional judgment and caution in responding to or discovering unsafe conditions, emergency situations, and/ or criminal activity during the work shift.
G. A daily log with photos and incident report(s) shall be sent to the City of Vista Staff via email.
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H. Security personnel shall be equipped with a cell phone, with the number to be shared with the City.
I. Security guard will notify the Vista Sherrif’s Department (911) for emergency situations and communicate with City staff immediately after notifying Vista Sherrif J. Security Guard will call the Sherrif dispatch at 858-565-5200 if unauthorized activity is witnessed on or near the property that constitutes a non-emergency.
K. Security will submit a written incident report to the City within 24 hours after an incident is identified by the Contractor.
L. Contractor will fully cooperate with the Vista Sherrif Department, Vista Human Resources, Vista Public Works, and any other public agency and guard will be available to said agencies/ entities in the event of any investigation.
M. A Bilingual Spanish / English Guard is preferred.
N. Security Guards required during holidays.
O. All hours are subject to change based upon need with reasonable notice, At the City’s option, Contractor to provide on-site personnel during additional Hours.
Path and trajectory of security guard patrols to be agreed upon by City and winning contractor.
The City will provide a secured, sheltered space for guard(s) to take breaks. Guards will have access to restrooms.
Holidays include Independence Day, Labor Day, Veteran’s Day, Thanksgiving, Day after Thanksgiving, Christmas, New Year’s Day, Martin Luther King Jr. Day, President’s Day, Memorial Day.
II. BID CONTENT, SUBMITTAL AND GENERAL REQUIREMENTS
Bids must include the following elements:
1. Cover letter, not to exceed one single spaced page.
2. Description of Bidder’s qualifications, not to exceed one single spaced page.
Fee Schedule (electronically filled out and submitted in OpenGov Procurement). Please see Attachment ‘A’ for a description of the bid items.
Bid submission requirements:
To receive addenda and submit a Bid, Bidders must register a free account with the City’s Electronic Bidding System, OpenGov Procurement, at
https://procurement.opengov.com/portal/cityofvista . No hard copy bids will be accepted. Once registered, Bidders must download the RFB while logged in under their own name and identification number to appear on the Electronic Prospective Bidders List as a “Prospective Bidder.” Bidders that fail to download the RFB will not appear on the Electronic Prospective Bidders List and their Bid will be considered non-responsive. If a Bidder is unable to register or download the RFB from OpenGov 06/25/2024 C9 Page 18 of 103
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Procurement, a Bidder representative may contact OpenGov Procurement to troubleshoot the problem.
All bid documents must be uploaded using OpenGov Procurement prior to the Bid Submission Date as instructed in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point the Bidder will receive an email confirmation from OpenGov Procurement.
To be considered, bids shall be submitted through OpenGov Procurement no later than 2:00 pm on June 5, 2024. OpenGov Procurement will determine the official time for the advertised bid due date and such determination will be final. Any bids not received in a timely manner on the Bid Due Date, as described above, will not be considered.
General Bid requirements:
1. Bidder, by the submission of a bid, assents to each term and condition set forth in this RFB and attached sample agreement (Attachment ‘B’) and, upon award, agrees to be bound by the terms.
2. Any Bid which is incomplete, conditional, obscure or which contains irregularities of any kind may be cause for rejection at the City’s sole discretion.
3. It is Bidder’s responsibility to ensure that all addenda issued are incorporated in their submitted bid. Failure to acknowledge and incorporate addenda may be cause for the City to reject the bid.
4. If a Bidder takes any exceptions to any part of this RFB as written or as amended by any addenda subsequently issued, it must clearly state so in writing in their submitted bid.
5. By submitting a bid, Bidder guarantees that their offered pricing is firm for ninety (90) days following the RFB Bid Due Date.
III. SUPPLEMENTARY RFB REQUIREMENTS
The following supplementary requirements apply to this RFB:
1.Vista Business License - Bidder shall have a City of Vista Business License prior to award of contract. Business licenses can be obtained at www.vistabl.com . A City of Vista Business License is not required to propose on this RFB.
2.Local Business Entity Preference - A Local Business Entity may be entitled to a bid preference as provided for in Section 3.08.040 of the Vista Municipal Code. If the lowest bid is submitted by someone other than a Local Business Entity, the Local Business Entity who submitted the lowest bid that is within five percent (5%) of the lowest bid shall be given the opportunity to become the lowest bidder by reducing its bid to match the bid of the lowest bidder. In order to be deemed the lowest bidder, the Local Business Entity must agree in writing to reduce its bid to match the bid of the lowest bidder within three (3) Working Days of the City’s request to match. Thereafter, the Contract may be awarded to that Local Business Entity if it otherwise qualifies as the Lowest Responsible Bidder.
3.Veteran-Owned Business Entity - A Veteran-Owned Business Entity may be entitled to a preference as provided for in section 3.08.020 of the Vista Municipal Code. Should the bidder who submits the lowest bid not be a Veteran-Owned Business Entity, then the lowest bid submitted by a Veteran-Owned Business Entity which is within two percent (2%) of the lowest bid may be deemed the Lowest Monetary Bidder, whether or not that bidder is the 06/25/2024 C9 Page 19 of 103
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second lowest bidder, if the Veteran-Owned Business Entity agrees, in writing, to reduce its bid to match the bid of the lowest bidder within three days of the City’s request to match.
Thereafter, the Contract may be awarded to the Veteran-Owned Business Entity if it otherwise qualifies as the Lowest Responsible Bidder.
4.There will be a mandatory site visit on Tuesday Wednesday, May 29 2024, beginning at 9:00 a.m. The mandatory site visit will consist of a walkthrough tour of the Civic Center. The walk- through tour is mandatory. Failure to participate in the walkthrough tour will result in an automatic disqualification. Please meet at the fountain located on the northwest corner of the Civic Center building at 200 Civic Center Drive in Vista at 8:45 a.m.
5.Security Services provider and/or key personnel will hold appropriate licenses or certifications for the discipline and service.
6.Liability Insurance requirements set forth in the Sample Services Agreement (Attachment B)
7.A brief description of a minimum of 3 similar projects completed or in progress by your firm, including references. Provide contact information for your professional references including names, current phone number and email.
IV. TERM AND PRICE
If awarded, the City will enter into one contract with the lowest responsible and responsive bidder for the RFB services, for a two-year term with three 1-year extensions for a possible total of 5 years beginning on the Contract Date. The pricing shown on the Fee Schedule in OpenGov Procurement must be valid from the Contract Date throughout the term of the Agreement.
V. RFB SCHEDULE
The City’s schedule for the RFB selection process is as follows:
The City reserves the right to extend the date by which Bids are due.
VI. SELECTION CRITERIA
The City will review and verify each bid to ensure that it meets all the requirements and conditions of this RFB. The City may award a contract under this RFB to the lowest responsive and responsible bidder. If the City awards a contract, the award will be made to the lowest responsive and responsible bidder based on the pricing submitted for Bid Item 1 ONLY listed in the Fee Schedule.
When required by the Vista Municipal Code, the lowest responsible bidder will be recommended to Milestone Deadline
City Issues RFB May 17, 2024
Mandatory Site Visit May 29, 2024
Deadline for questions May 31, 2024 12:00 PM
Bids Due June 5, 2024 at 2:00 PM
Contract Award June 25, 2024 (tentative)
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the City Council for contract award. The City reserves the right to reject any or all bids, to waive any informality, technical error or discrepancy in the bid, if such action is deemed advantageous to the City, and to take any and all bids under advisement for a period not to exceed ninety (90) days from and after the date of opening.
VII. RIGHT TO REJECT BIDS
The City reserves the right to reject any or all bids received as a result of this RFB and no representation is made hereby that any contract will be awarded pursuant to this RFB. The City reserves the right to extend the due date for the bid, negotiate with Bidder pursuant to the Vista Municipal Code, or cancel this RFB in part or in its entirety.
All costs incurred in the preparation of the bid, the submission of additional information and/or any aspect of a bid prior to award of a written contract will be borne by the Bidder. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other cost or obligation of any kind, which may be incurred by the Bidder. All bids submitted to the City become the property of the City.
VIII. BID QUANTITIES
The bid quantities in this RFB and/or Fee Schedule are supplied only to give an indication of the general scope of the work. The City does not expressly or by implication agree that the actual amount of work will correspond with these figures but reserves the right to increase or decrease the amount of any unit price item by an amount up to and including fifty percent (50%) of any bid item(s), or to omit portions of bid item(s) as may be deemed necessary or expedient without a change in the unit price. Bidders shall not, at any time after the submission of a bid, make or have any claim for damages or anticipated profits or loss of profit or otherwise because of any difference between the quantity of actual work and the bid quantities described in this RFB and/or Fee Schedule.
IX. BID PROTESTS
Any bidder who submits a valid bid shall have the right to file a bid protest with the City before 5:00 p.m. on the fifth Working Day following the posting date of the Notice of Intent to Award a contract.
However, bidder shall receive an extension to this deadline if the City has not fulfilled bidder’s request for electronic copies of the bid documents or for an opportunity to inspect the bid documents at least two (2) Working Days prior to the deadline. In such cases, bidder may submit a bid protest before 5:00 p.m. on the fifth Working Day following the date on which bidder receives, or is provided an opportunity to inspect, the bid documents. Bid protests must be submitted in writing to the City of Vista, 1165 E. Taylor Street Vista, CA 92084. The time limits and requirements set forth in this section are mandatory and are the bidder’s sole and exclusive remedy in the event of a bid protest, and failure to comply with these requirements shall constitute a waiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceedings. If a protest is received from anyone other than a bidder, or after the specified time period, the protest shall be invalid. The protest shall conform to the following requirements:
a) The initial protest document shall contain a complete statement of the basis for the protest. b) The protest shall refer to the specific portion, or portions, of the document that form the basis for the protest.
c) The protest shall contain the name, address, and telephone number of the person representing the protesting party.
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d) The party filing the protest shall concurrently transmit a copy of the initial protest document, and any attached documentation, to all other parties with a direct financial interest that may be adversely affected by the outcome of the protest. Such parties shall include all other bidders or proposers who appear to have a reasonable prospect of receiving an award depending upon the outcome of the protest.
e) The City shall issue a decision on the protest.
X. DISCLOSURE
All bids become property of the City unless a return is specifically requested as specified in the following section. The City is a public agency subject to the disclosure requirement of the Public Records Act, California Government Code Section 6250 et seq. These requirements include an exemption for “trade secrets”. If any proprietary information is contained in or attached to the written bid, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a Public Records Act request, you must agree in writing to defend and indemnify the City of Vista if litigation results.
XI. LATE, MODIFIED OR WITHDRAWN BIDS
Any Bidder may modify his prior to the scheduled closing time for receipt of bids by submitting an amended bid through OpenGov Procurement. A bidder may withdraw his bid before the hour fixed for opening bids, without prejudice to himself, by cancelling their bid submission through OpenGov Procurement. After the bids have been publicly opened, they shall not be withdrawn by the Bidders for a period of at least ninety (90) calendar days.
XII. QUESTIONS ON THIS RFB
All project related questions and requests for clarifications, changes, exceptions, and deviations to the terms and conditions set forth in this RFB shall be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov Procurement. Phone call or email questions will not be accepted. Answers to all submitted questions will be provided in an addendum through OpenGov Procurement. Questions must be submitted prior to the deadline specified in the RFB Schedule, above.
Attachments: A: Description of Bid Items
B: Sample Services Agreement
C: Site Map
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Attachment ‘A’
Description of Bid Items
The below Bid Items correspond to the items listed in the OpenGov Procurement Fee Schedule.
Item 1: The non-holiday hourly rate for one guard at Vista Civic Center
Item 2: The non-holiday hourly rate for two guards at Vista Civic Center (use a cumulative rate for two guards)
Item 3: The holiday hourly pay rate for one guard at the Vista Civic Center
Item 4: The holiday hourly pay rate for two guards at the Vista Civic Center (use a cumulative rate for two guards)
Item 5: The overtime (time and a half) hourly pay rate for one guard at the Vista Civic Center
Item 6: The overtime (time and a half) hourly pay rate for two guards at the Vista Civic Center (use a cumulative rate for two guards)
Item 7: The hourly pay rate for one guard at the Vista Civic Center for hours outside of 3pm-11pm
Item 8: The hourly pay rate for two guards at the Vista Civic Center for hours outside of 3pm-11pm (use a cumulative rate for two guards)
LOW BID DETERMINATION: The lowest bid will be determined based on the pricing submitted for Bid Item 1 ONLY. To be considered responsive, Bidders must submit pricing for all Bid Items in the OpenGov Procurement Fee Schedule.
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Attachment ‘B’
Sample Services Agreement
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CONTRACT FOR SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).
1.0 THE “PARTIES”
The “City”:
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: workingname
Billing Contact: billingname
The “Contractor”
NAMEX, statusx
Address
Address
Contact: name
2.0 BASIC TERMS
2.1 The “Services” to be performed by Contractor are set forth in City’s Request for Proposals (“Exhibit A”).
2.2 Contractor desires to enter into this “Contract” with City for the Services.
2.3 The “Project” for which the Services are required is described in Exhibit A.
2.4 Contractor has submitted to City a Proposal to perform the Services dated proposaldate (“Exhibit B”).
2.5 The “Contract Ceiling Price” is $xx,xxx per year.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3.2 This Contract shall be in effect for xx calendar months (“Term”). The Term may be extended at the City’s option for an additional xx months, in increments of City’s choice, for a maximum Term of xx from the Contract Date.
3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the 06/25/2024 C9 Page 25 of 103
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Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.
5.0 COMPENSATION
5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit B for the Services to be performed.
5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.3.1 The changes, additions, and deductions to be made.
5.3.2 The increase or decrease in compensation due the Contractor, if any.
5.3.3 Adjustment in the time of completion, if any.
5.4 Contract Ceiling Price
5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.
5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A–E. 06/25/2024 C9 Page 26 of 103
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7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit B.
8.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.
10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
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City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
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11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONTRACTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee. 06/25/2024 C9 Page 29 of 103
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14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
16.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives, and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.
16.2 Contractor represents that it has secured all necessary licenses, consents, or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or 06/25/2024 C9 Page 30 of 103
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other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
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20.0 INDEMNIFICATION
20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).
20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants, and conditions under this instrument shall be joint and several.
21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
22.0 SERVICE OF NOTICE
22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“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.”
24.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.
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25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
28.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.
Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).
29.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment, or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
[Continued on page 10.]
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30.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
“City”
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN CONLEY, CITY MANAGER
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCON, RISK MANAGER
By:
“Contractor”
NAMEX, statusx
By:
Name/Title
By:
Name/Title
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00022422 8 Exhibit A
EXHIBIT A
REQUEST FOR PROPOSALS
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00022422 8 Exhibit B
EXHIBIT B
CONTRACTOR’S PROPOSAL
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00022422 8 Exhibit C, Page 1 of 3
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 06/25/2024 C9 Page 37 of 103
00022422 8 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 06/25/2024 C9 Page 38 of 103
00022422 8 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.
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00022422 8 Exhibit D
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700
NOT APPLICABLE TO THIS CONTRACT
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00022422 8 Exhibit E
EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
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11 4868-1500-4606, v. 1
Attachment ‘C’
Site Map
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00070769 3 Exhibit B
4877-3375-0727, v. 2
EXHIBIT B
CONTRACTOR’S PROPOSAL
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Table of Contents
TABLE OF CONTENTS ........................................................................................................... 1 COPYRIGHT AND TRADEMARKS .............................................................................................. 2 SIGNATURE AUTHORITY ....................................................................................................... 2 PROPOSAL ACCEPTANCE PERIOD ......................................................................................... 2 Cover Letter ........................................................................................................................ 3 Qualifications .................................................................................................................... 4 Preparedness .................................................................................................................... 5 Planned Route .............................................................................................. 5 Incident Report ............................................................................................. 6 Past Work Experience ............................................................................................................ 8 Meet the Team ................................................................................................................... 10 ANDREW DIMIAN, Owner & CFO ................................................................................. 11 JOSEPH FARAG, CEO & Director of Operations .............................................................. 12 DOMONIQUE JACQUEES, Security Guard ..................................................................... 14 DOMINICK BUCIO, Security Guard ............................................................................... 15 ISAIAH JACKSON, Security Guard .............................................................................. 16 LESLY LOPEZ, Security Guard ................................................................................... 17 References ..................................................................................................................... 18 Certification(s) ............................................................................................................... 20 PC 832 Firearm Certification ......................................................................... 20 Private Patrol Operator License ..................................................................... 21 Small Business Certification.......................................................................... 22 Certification of Insurance (COI).................................................................... 23 06/25/2024 C9 Page 46 of 103
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CONFIDENTIALITY STATEMENT
All information contained within this document is confidential and proprietary to OPS Inc. Security Services. This document has been prepared specifically for sole use of the recipient. All rights, title, and interest in and to the information are and shall remain the sole and exclusive property of OPS Inc. Security Services. It is not to be used, copied, scanned, distributed, or disclosed in whole or in part, without the written permission of OPS Inc. Security Services. Reproduction by any means without prior written permission of OPS Inc. Security Services are prohibited by law.
COPYRIGHT AND TRADEMARKS
OPS Inc. Security Services referenced herein is a registered trademark in the United States and/or other countries. The names of other companies, products, and services mentioned herein may be the trademarks of their respective owners.
SIGNATURE AUTHORITY
The following OPS Inc. Security Services personnel have full signature authority for OPS Inc. Security Services. The below information is provided:
Andrew Dimian
Owner & CFO
OPS Inc. Security Services
15982 Mariner Dr #18
Huntington Beach, CA 92649
https://opsincsecurity.com
818.294.5098
[email protected]
PROPOSAL ACCEPTANCE PERIOD
This proposal will remain open for acceptance for a period of 90 calendar days after the proposal due date.
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Cover Letter
Keith Gardner
Facilities Supervisor
[email protected]
(9760) 643 - 5480
To whom it may concern,
I am writing on behalf of OPS Inc. Security Services to express our strong interest in providing unarmed security guard services for the City of Vista Civic Center as outlined in your scope of work. Our team has over 10 years experience managing security contracts for a wide range of clients, giving us the knowledge and capability to meet the specific requirements of this project. Recently featured on FOX10 News, OPS Inc.
Security Services stands tall as a beacon of safety amidst rising retail robberies in Los Angeles. With use of in-house qualified trainers and community ties with public law enforcement, our de-escalation and hyper- awareness methodologies have proven to be effective in every sector we serve.
With a dedicated team of 50 trained security guards and an owner of extensive experience in security operations in the Central Coast of California, OPS Inc. Security Services is uniquely positioned to meet your security needs. We pride ourselves on our ability to deliver reliable and effective security solutions, including but not limited to courtesy patrol, event security, armed protection, off duty officers, construction site security, and fire watch. Additionally, no matter the industry or scope of work required, OPS Inc. Security Services is committed to ensuring seamless communication and collaboration throughout each engagement.
OPS Inc. Security Services has a proven track record with high-profile clients such as IMC Companies - National Accounts, LLC, California Cryobank, and Coastal Christian School. At IMC Companies and California Cryobank, our security personnel ensured the secure and efficient flow of vehicles and cargo, demonstrating our ability to maintain safety in busy environments. At Coastal Christian School, our guards maintained a secure perimeter, showing our capacity to deliver high-quality security services with professionalism and reliability.
Our team is committed to providing security personnel who are punctual, reliable, and visible from 3pm to 11pm, seven days a week. We understand that thorough patrols, saccurate daily logs, and a rapid response to emergencies are critical to your operations. Additionally, our flexibility allows us to adjust to schedule changes or other security needs as they arise. OPS Inc. Security Services looks forward to the opportunity to work with you and ensure the safety and security of the City of Vista Civic Center. We are confident that our experience and expertise will be valuable to your project. Please find our proposal and additional information attached for your review.
Best Regards,
Andrew Dimian
Owner & CFO
818.294.5098
[email protected]
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Qualifications
OPS Inc. Security Services, serving Texas and California, provides cost-effective, 24/7 security guard protection tailored to meet each client's unique needs. Unlike a one-size-fits-all approach, OPS Inc. customizes its security solutions to address specific risks and challenges. The company's pricing is transparent, without hidden charges, and factors in key considerations such as location, facilities, hours of operation, and required personnel, ensuring clients receive security services designed specifically for them.
This approach guarantees both practicality and value.
With a dedicated team of 50 trained security guards and an owner with extensive experience in security operations on the Central Coast of California, we are confident in our ability to deliver reliable and effective security solutions for the City of Vista Civic Center. Our onsite guards are highly skilled professionals with a thorough background check, a minimum of 5 years of security-related experiences and are always handpicked by our security experts.
We specialize in various security services, including vehicle patrol, event security, armed and unarmed protection, off-duty officers, construction site security, and fire watch. This broad range of expertise ensures that we can meet the unique requirements of your project, including the need for daily patrols, detailed reporting, and seamless communication with city staff and law enforcement agencies.
Within the first month of service, OPS Inc. Security Services conducts drills and training sessions to prepare staff and visitors for emergencies. This includes identifying exit routes and effectively responding to law enforcement in violent situations. Our extensive experience in security services equips our guards with the necessary qualifications and training to handle the demands of diverse environments. They engage with staff and visitors, monitor premises, and create a safe atmosphere. Additionally, our personnel are trained in customer service, ensuring a friendly and helpful approach to addressing concerns.
We utilize handheld devices with GPS tracking and real-time reporting capabilities, such as the Tracktik platform, to monitor patrol routes and observations effectively. In addition to traditional security services, we offer specialized solutions like bi-weekly door lock audits, weekly supervisor site-visits, and proactive reporting for various issues. Our guards assist with managing the flow of visitors, ensuring proper identification and escorting of unauthorized individuals. They are vigilant in monitoring for potential threats and promptly notify the appropriate personnel when necessary.
Security Services is committed to providing reliable, flexible, and comprehensive security solutions, making it an ideal partner for a variety of security needs. The company's expertise and dedication to customer service ensure that clients receive the protection they require. 06/25/2024 C9 Page 49 of 103
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Preparedness
Our comprehensive monitoring system includes a 24-hour dispatch center and Geo Fence tracking through the Tracktik platform. These methods allow us to see where our guards are at all times, ensuring they remain within designated areas and follow their assigned patrol routes. In addition, we require hourly reporting, providing detailed documentation of guard activities and incidents. All supervisors and operational leaders will be available by phone. This structure ensures immediate response to any situations and allows us to maintain constant oversight.
To measure service quality, OPS Inc. Security Services use key performance indicators (KPIs) such as response times, incident resolution, and patrol route consistency. Our supervisory staff conducts regular site visits and audits to ensure guards are performing to the highest standards. Weekly/monthly meetings will be established if requested by the City Civic Center. With hourly reporting and Geo Fence tracking, we have real-time data to evaluate our performance and identify areas for improvement.
Below is an edited photo of the site map with the intention to label OPS Inc. Security Services’ planned route and an example of our incident report processes for this project.
Planned Route
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Incident Report
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Past Work Experience
IMC Companies - National Accounts, LLC
Address: 1402 E Lomita Blvd. Wilmington, CA 90744
POC and Email Robert Counce – Manager; [email protected] Contract Price $ 973,962.00
Contract start to end date 07/04/2023 – 12/31/2024
Scope of Work Problem: Secure & inspect vehicles and cargoes that enter the premises.
Solution: Armed and unarmed security at all exit and
entry sites for a logistics port.
Staff (1) Emad Ghobrial
– Armed Security O cer
-Security guard for 6 years
(2) Enrique Aragon – Unarmed Security O cer
- Ex navy seal
- Security for 21 years
(3) Samuel Lopez
– Unarmed Security O cer
- Security guard for 4 years
Coastal Christian School
Address: 1005 North Oak Park Boulevard, Arroyo Grande, CA 93420 POC and Email Ted Malley – Board President; [email protected] Contract Price $ 85,360.50
Contract start to end date 3/30/2023 – 12/31/2024
Scope of Work Problem: Secure school premises to monitor, report, and diffuse any suspicious activity.
Solution: Armed security during the school calendar year.
Posts at all entry and exits. Other staff were guided to secure the perimeter at specific times during class
transition.
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Staff (1) Rodolfo Johnson – Armed Security O cer
- Security guard for 11 years
- Armed, unarmed, and guard patrols experience
California Cryobank
Address: 11915 La Grange Ave Los Angeles, CA 90025
POC and Email Andrea Darrington – Manager; [email protected] Contract Price $ 973,962.00
Contract start to end date 08/2023 – 09/2023
Scope of Work Problem: Needed security for a public traded company for 5 locations for lethal threat on employees and
establishment
Solution: Armed security
Staff 1) Phil Ayala
- Security officer for 12 years
- Armed, unarmed, and guard patrols experience
(2) Wilber Figueroa
- Security officer for 12 years
- Armed, unarmed, guard patrols, firewatch
experience
(3) Sarah Dajer
- Security officer for 3 years
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Meet the Team
OPS Inc. Security boasts a workforce of 50 trained security guards currently employed. Each member of the team plays a vital role in upholding the company's commitment to delivering top-notch security solutions tailored to meet the diverse needs of clients. Regarding this project, the following resumes include our Primary Point of Contact (Andrew Dimian), Project Manager (Joseph Farag), and Top Performing guards of who may be assigned to patrol, guard, and service.
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ANDREW DIMIAN, Owner & CFO
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JOSEPH FARAG, CEO & Director of Operations
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DOMINIQUE JACQUES, Security Officer
Name Dominique Jacques
Job Title Security Offi cer
Job Description Security to provide a visible deterrent for crimes against the client’s protection and property.
Email [email protected]
Phone (323) 314-9337
Resume
Summary
JRM Security Services August 2022 – Present
• Patrol-buildings and perimeters.
• Directed people who need assistance.
• Reporting-to client, OPS Inc. Security Services emergency services.
• Security-locking and unlocking appropriate doors and/or gates. • Inspect-security, safety and fire.
• Control-entrance movement of pedestrian and vehicular traffic. • Escorts-material and personnel.
OPS Inc. Security Services June 2022 – Present
• Control-entrance movement of pedestrian and vehicles
• Conducting hourly patrols, inspecting door locks
• Private event security
SafeGuard On Demand July 2016 – May 2018
• Conducting hourly patrols, inspecting door locks
• Patrolled on a vehicle around the perimeter
CERTIFICATES
● Guard Card
● CPR and First Aid
● OSHA10
06/25/2024 C9 Page 59 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services Page 15
DOMINICK BUCIO, Security Officer
Name Dominick Bucio
Job Title Security Offic er
Job Description Security to provide a visible deterrent for crimes against the client’s protection and property.
Email [email protected]
Phone (213) 442-6661
Resume
Summary
OPS Inc. Security Services - West Covina, CA. September 2021 – Present • Patrol-buildings and perimeters
• Directed people who need assistance
• Reporting-to client, OPS Inc. Security Services emergency services • Security-locking and unlocking appropriate doors and/or gates • Inspect-security, safety and fire
• Control-entrance movement of pedestrian and vehicular traffic • Escorts-material and personnel.
Absolute International Security - Irwindale, CA. May 2018– August 2021
• Control-entrance movement of pedestrian and vehicles
• Conducting hourly patrols, inspecting door locks
• Private event security
Guardian Eagle Security Inc. - Los Angeles, CA. April 2015 – May 2018
• Conducting hourly patrols, inspecting door locks
• Patrolled on a vehicle around the perimeter
CERTIFICATES
● Guard Card
● License to Carry Pistol
● Concealed Weapon or Firearm License
● Permit for Exposed Firearm
● Baton Permit
● National CPR Foundation
06/25/2024 C9 Page 60 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services Page 16
ISAIAH JACKSON, Security Officer
Name Isaiah Jackson
Job Title Security Offic er
Job
Description
Security to provide a visible deterrent for crimes against the client’s protection and property.
Email [email protected]
Phone (323) 351-5679
Resume
Summary
OPS Inc. Security Services - West Covina, CA September 2022 – Present
• Patrol-buildings and perimeters
• Directed people who need assistance
• Reporting-to client, OPS Inc. Security Services emergency services • Security-locking and unlocking appropriate doors and/or gates • Inspect-security, safety and fire
• Control-entrance movement of pedestrian and vehicular traffic • Escorts-material and personnel
Unified Protective Services - Hawthorne, CA. June 2020 – August 2022
• Control-entrance movement of pedestrian, directed people who need assistance
• Conducting hourly patrols
Guardian Eagle Security Inc. - Los Angeles, CA. October 2018 – June 2020
• Conducting hourly patrols
• Patrolled on a bike around the perimeter, inspecting door locks
CERTIFICATES
● Guard Card
● ATA
06/25/2024 C9 Page 61 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services Page 17
LESLY LOPEZ, Security Officer
Name Lesly Lopez
Job Title Security Offic er
Job Description
Security to provide a visible deterrent for crimes against the client’s protection and property.
Email [email protected]
Resume
Summary
OPS Inc. Security Services - West Covina, CA. August 2021 – Present
• Patrol-buildings and perimeters
• Directed people who need assistance
• Reporting-to client, OPS Inc. Security Services emergency services • Security-locking and unlocking appropriate doors and/or gates • Inspect-security, safety and fire
• Control-entrance movement of pedestrian and vehicular traffic • Escorts-material and personnel
Allied Consulting & Security Services - Newhall, CA. June 2017 – July 2020
• Conducting hourly patrols
• Patrolled on a vehicle around the perimeter
• Inspecting door locks
CERTIFICATES
● Guard Card
06/25/2024 C9 Page 62 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services Page 18
References
Downey Area Recycling Transfer Facility- DART
Address: 9770 Washburn Road, Downey, CA 90241
POC Sergio Macias, Manager
Email [email protected]
Staff member 1 Demetrious Smith – Security Officer
Staff member 2 Maurice Mabry – Security Officer
Scope of work: Problem: Recycling headquarters required security.
Solution: Unarmed security was provided for all
entries, exits, and parking lot monitoring.
Shinhan Diamond America Inc
Address: 900 Ajax Ave City of Industry CA 91748
POC Wilson Kim, Manager
Email [email protected]
Staff member 1 Enrique Aragon – Security Officer
Scope of work: Problem: Threat from former employee of the establishment.
Solution: Urgent staffing of an armed off duty
officer to monitor and confront suspicious activity
related to property damage.
Aztec Fire & Security INC
Address: 12102 Severn Way Riverside, CA 92503
POC Mark Serrano, Manager
06/25/2024 C9 Page 63 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services Page 19
Email [email protected]
Staff member 1 Patrick Castaneda – Security Officer
Staff member 2 Khalid Nawabi – Security Officer
Scope of work: Problem: Fire watch for Amazon 24/7 coverage of a 1,000,000 square foot distribution building.
Solution: Fire watch security posted at entries,
exists, and outside perimeter posts.
06/25/2024 C9 Page 64 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services
Certification(s)
PC 832 Firearms Certification
06/25/2024 C9 Page 65 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services
Private Patrol Operator License
06/25/2024 C9 Page 66 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services
Small Business Certification
06/25/2024 C9 Page 67 of 103
Response to Request for Proposal (RFP #FY25-003)
(818) 294 -5098
https://opsincsecurity.com
15982 Mariner Dr #18 Huntington Beach, CA 92649
©2024 OPS Inc. Security Services
Certificate of Liability Insurance
06/25/2024 C9 Page 68 of 103
OPS Inc Security Services
Line Item Description Quantity Unit of Measure Unit Cost Total 1 The non-holiday hourly rate for one guard at Vista Civic Center 1 Hourly Rate $24.00 $24.00 2 The non-holiday hourly rate for two guards at Vista Civic Center (use a cumulative rate for two guards)1 Hourly Rate $48.00 $48.00
3 The holiday hourly pay rate for one guard at the Vista Civic Center 1 Hourly Rate $48.00 $48.00 4 The holiday hourly pay rate for two guards at the Vista Civic Center (use a cumulative rate for two guards)1 Hourly Rate $96.00 $96.00 5 The overtime (time and a half) hourly pay rate for one guard at the Vista Civic Center 1 Hourly Rate $36.00 $36.00 6 The overtime (time and a half) hourly pay rate for two guards at the Vista Civic Center (use a cumulative rate for two guards)1 Hourly Rate $72.00 $72.00 7 The hourly pay rate for one guard at the Vista Civic Center for hours outside of 3pm- 11pm 1 Hourly Rate $24.00 $24.00
8 The hourly pay rate for two guards at the Vista Civic Center for hours outside of 3pm- 11pm (use a cumulative rate for two guards)1 Hourly Rate $48.00 $48.00 Total $396.00
06/25/2024 C9 Page 69 of 103
00070769 3 Exhibit C, Page 1 of 3
4877-3375-0727, v. 2
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 06/25/2024 C9 Page 70 of 103
00070769 3 Exhibit C, Page 2 of 3
4877-3375-0727, v. 2
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 06/25/2024 C9 Page 71 of 103
00070769 3 Exhibit C, Page 3 of 3
4877-3375-0727, v. 2
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.
06/25/2024 C9 Page 72 of 103
00070769 3 Exhibit D
4877-3375-0727, v. 2
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
NOT APPLICABLE TO THIS CONTRACT
06/25/2024 C9 Page 73 of 103
00070769 3 Exhibit E
4877-3375-0727, v. 2
EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
06/25/2024 C9 Page 74 of 103
REQUEST FOR BIDS (RFB)
SECURITY SERVICES FOR VISTA CIVIC CENTER
THE CITY OF VISTA
RFB ISSUE DATE: May 17, 2024
RESPONSE DUE: June 5, 2024; 2:00 PM
06/25/2024 C9 Page 75 of 103
EXHIBIT 3
06/25/2024 C9 Page 76 of 103
3 4868-1500-4606, v. 1
REQUEST FOR BIDS
For Non-Professional Services
The City of Vista is requesting written bids from qualified Bidders for the furnishing of Security Services for Vista Civic Center in accordance with the requirements and specifications of this Request for Bids (RFB). This will be a two-year contract with three 1-year extensions for a possible total of 5 years.
I. SCOPE OF SERVICES
The City is seeking a qualified vendor to provide the following non-professional services:
The selected contractor shall be a licensed Private Patrol Operation with the State of California.
The contractor will provide at least one unarmed, uniformed security guard from 3pm to 11pm, 7 days a week, who are registered with the California Bureau of Security and Investigative Service. The security guard will be assigned to the City of Vista Civic Center exterior property as a highly visible public presence, perform ambulatory patrol within the property lines of the Vista Civic Center, respond to suspicious activity or safety-related incidents. Security Guards must demonstrate situational awareness, knowledge of progressive security procedures, techniques of detecting and assisting in the prevention and de-escalation of disruptive or prohibited conduct. The chosen contractor must be experienced in providing traditional security services as well as acting in a liaison capacity by occasionally providing information and assistance to City residents and City staff.
The Scope of Services contemplated, include, but are not limited to the following:
A. Contractor is responsible for scheduling guards to ensure coverage for 7 days a week.
B. Contractor will supply City detailed monthly invoices for payment.
C. Security will be onsite and ready to work at or before 3pm and not vacate the property prior to 11pm.
D. Provide occasional as needed security escort to walk with City of Vista staff to their vehicles within Civic Center property lines, after business hours, with phone number for City of Vista staff to contact. With response time of 15 minutes or less once call for security escort is received.
E. Ambulatory patrols shall occur no less than twice per hour. Each patrol will cover the entire property. Unless the security guard is contacted to walk with City of Vista staff to their vehicles and occurrence will be noted on daily log.
F. Security guard(s) will exercise professional judgment and caution in responding to or discovering unsafe conditions, emergency situations, and/ or criminal activity during the work shift.
G. A daily log with photos and incident report(s) shall be sent to the City of Vista Staff via email.
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H. Security personnel shall be equipped with a cell phone, with the number to be shared with the City.
I. Security guard will notify the Vista Sherrif’s Department (911) for emergency situations and communicate with City staff immediately after notifying Vista Sherrif J. Security Guard will call the Sherrif dispatch at 858-565-5200 if unauthorized activity is witnessed on or near the property that constitutes a non-emergency.
K. Security will submit a written incident report to the City within 24 hours after an incident is identified by the Contractor.
L. Contractor will fully cooperate with the Vista Sherrif Department, Vista Human Resources, Vista Public Works, and any other public agency and guard will be available to said agencies/ entities in the event of any investigation.
M. A Bilingual Spanish / English Guard is preferred.
N. Security Guards required during holidays.
O. All hours are subject to change based upon need with reasonable notice, At the City’s option, Contractor to provide on-site personnel during additional Hours.
Path and trajectory of security guard patrols to be agreed upon by City and winning contractor.
The City will provide a secured, sheltered space for guard(s) to take breaks. Guards will have access to restrooms.
Holidays include Independence Day, Labor Day, Veteran’s Day, Thanksgiving, Day after Thanksgiving, Christmas, New Year’s Day, Martin Luther King Jr. Day, President’s Day, Memorial Day.
II. BID CONTENT, SUBMITTAL AND GENERAL REQUIREMENTS
Bids must include the following elements:
1. Cover letter, not to exceed one single spaced page.
2. Description of Bidder’s qualifications, not to exceed one single spaced page.
Fee Schedule (electronically filled out and submitted in OpenGov Procurement). Please see Attachment ‘A’ for a description of the bid items.
Bid submission requirements:
To receive addenda and submit a Bid, Bidders must register a free account with the City’s Electronic Bidding System, OpenGov Procurement, at
https://procurement.opengov.com/portal/cityofvista . No hard copy bids will be accepted. Once registered, Bidders must download the RFB while logged in under their own name and identification number to appear on the Electronic Prospective Bidders List as a “Prospective Bidder.” Bidders that fail to download the RFB will not appear on the Electronic Prospective Bidders List and their Bid will be considered non-responsive. If a Bidder is unable to register or download the RFB from OpenGov 06/25/2024 C9 Page 78 of 103
5 4868-1500-4606, v. 1
Procurement, a Bidder representative may contact OpenGov Procurement to troubleshoot the problem.
All bid documents must be uploaded using OpenGov Procurement prior to the Bid Submission Date as instructed in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point the Bidder will receive an email confirmation from OpenGov Procurement.
To be considered, bids shall be submitted through OpenGov Procurement no later than 2:00 pm on June 5, 2024. OpenGov Procurement will determine the official time for the advertised bid due date and such determination will be final. Any bids not received in a timely manner on the Bid Due Date, as described above, will not be considered.
General Bid requirements:
1. Bidder, by the submission of a bid, assents to each term and condition set forth in this RFB and attached sample agreement (Attachment ‘B’) and, upon award, agrees to be bound by the terms.
2. Any Bid which is incomplete, conditional, obscure or which contains irregularities of any kind may be cause for rejection at the City’s sole discretion.
3. It is Bidder’s responsibility to ensure that all addenda issued are incorporated in their submitted bid. Failure to acknowledge and incorporate addenda may be cause for the City to reject the bid.
4. If a Bidder takes any exceptions to any part of this RFB as written or as amended by any addenda subsequently issued, it must clearly state so in writing in their submitted bid.
5. By submitting a bid, Bidder guarantees that their offered pricing is firm for ninety (90) days following the RFB Bid Due Date.
III. SUPPLEMENTARY RFB REQUIREMENTS
The following supplementary requirements apply to this RFB:
1.Vista Business License - Bidder shall have a City of Vista Business License prior to award of contract. Business licenses can be obtained at www.vistabl.com . A City of Vista Business License is not required to propose on this RFB.
2.Local Business Entity Preference - A Local Business Entity may be entitled to a bid preference as provided for in Section 3.08.040 of the Vista Municipal Code. If the lowest bid is submitted by someone other than a Local Business Entity, the Local Business Entity who submitted the lowest bid that is within five percent (5%) of the lowest bid shall be given the opportunity to become the lowest bidder by reducing its bid to match the bid of the lowest bidder. In order to be deemed the lowest bidder, the Local Business Entity must agree in writing to reduce its bid to match the bid of the lowest bidder within three (3) Working Days of the City’s request to match. Thereafter, the Contract may be awarded to that Local Business Entity if it otherwise qualifies as the Lowest Responsible Bidder.
3.Veteran-Owned Business Entity - A Veteran-Owned Business Entity may be entitled to a preference as provided for in section 3.08.020 of the Vista Municipal Code. Should the bidder who submits the lowest bid not be a Veteran-Owned Business Entity, then the lowest bid submitted by a Veteran-Owned Business Entity which is within two percent (2%) of the lowest bid may be deemed the Lowest Monetary Bidder, whether or not that bidder is the 06/25/2024 C9 Page 79 of 103
6 4868-1500-4606, v. 1
second lowest bidder, if the Veteran-Owned Business Entity agrees, in writing, to reduce its bid to match the bid of the lowest bidder within three days of the City’s request to match.
Thereafter, the Contract may be awarded to the Veteran-Owned Business Entity if it otherwise qualifies as the Lowest Responsible Bidder.
4.There will be a mandatory site visit on Tuesday Wednesday, May 29 2024, beginning at 9:00 a.m. The mandatory site visit will consist of a walkthrough tour of the Civic Center. The walk- through tour is mandatory. Failure to participate in the walkthrough tour will result in an automatic disqualification. Please meet at the fountain located on the northwest corner of the Civic Center building at 200 Civic Center Drive in Vista at 8:45 a.m.
5.Security Services provider and/or key personnel will hold appropriate licenses or certifications for the discipline and service.
6.Liability Insurance requirements set forth in the Sample Services Agreement (Attachment B)
7.A brief description of a minimum of 3 similar projects completed or in progress by your firm, including references. Provide contact information for your professional references including names, current phone number and email.
IV. TERM AND PRICE
If awarded, the City will enter into one contract with the lowest responsible and responsive bidder for the RFB services, for a two-year term with three 1-year extensions for a possible total of 5 years beginning on the Contract Date. The pricing shown on the Fee Schedule in OpenGov Procurement must be valid from the Contract Date throughout the term of the Agreement.
V. RFB SCHEDULE
The City’s schedule for the RFB selection process is as follows:
The City reserves the right to extend the date by which Bids are due.
VI. SELECTION CRITERIA
The City will review and verify each bid to ensure that it meets all the requirements and conditions of this RFB. The City may award a contract under this RFB to the lowest responsive and responsible bidder. If the City awards a contract, the award will be made to the lowest responsive and responsible bidder based on the pricing submitted for Bid Item 1 ONLY listed in the Fee Schedule.
When required by the Vista Municipal Code, the lowest responsible bidder will be recommended to Milestone Deadline
City Issues RFB May 17, 2024
Mandatory Site Visit May 29, 2024
Deadline for questions May 31, 2024 12:00 PM
Bids Due June 5, 2024 at 2:00 PM
Contract Award June 25, 2024 (tentative)
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the City Council for contract award. The City reserves the right to reject any or all bids, to waive any informality, technical error or discrepancy in the bid, if such action is deemed advantageous to the City, and to take any and all bids under advisement for a period not to exceed ninety (90) days from and after the date of opening.
VII. RIGHT TO REJECT BIDS
The City reserves the right to reject any or all bids received as a result of this RFB and no representation is made hereby that any contract will be awarded pursuant to this RFB. The City reserves the right to extend the due date for the bid, negotiate with Bidder pursuant to the Vista Municipal Code, or cancel this RFB in part or in its entirety.
All costs incurred in the preparation of the bid, the submission of additional information and/or any aspect of a bid prior to award of a written contract will be borne by the Bidder. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other cost or obligation of any kind, which may be incurred by the Bidder. All bids submitted to the City become the property of the City.
VIII. BID QUANTITIES
The bid quantities in this RFB and/or Fee Schedule are supplied only to give an indication of the general scope of the work. The City does not expressly or by implication agree that the actual amount of work will correspond with these figures but reserves the right to increase or decrease the amount of any unit price item by an amount up to and including fifty percent (50%) of any bid item(s), or to omit portions of bid item(s) as may be deemed necessary or expedient without a change in the unit price. Bidders shall not, at any time after the submission of a bid, make or have any claim for damages or anticipated profits or loss of profit or otherwise because of any difference between the quantity of actual work and the bid quantities described in this RFB and/or Fee Schedule.
IX. BID PROTESTS
Any bidder who submits a valid bid shall have the right to file a bid protest with the City before 5:00 p.m. on the fifth Working Day following the posting date of the Notice of Intent to Award a contract.
However, bidder shall receive an extension to this deadline if the City has not fulfilled bidder’s request for electronic copies of the bid documents or for an opportunity to inspect the bid documents at least two (2) Working Days prior to the deadline. In such cases, bidder may submit a bid protest before 5:00 p.m. on the fifth Working Day following the date on which bidder receives, or is provided an opportunity to inspect, the bid documents. Bid protests must be submitted in writing to the City of Vista, 1165 E. Taylor Street Vista, CA 92084. The time limits and requirements set forth in this section are mandatory and are the bidder’s sole and exclusive remedy in the event of a bid protest, and failure to comply with these requirements shall constitute a waiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceedings. If a protest is received from anyone other than a bidder, or after the specified time period, the protest shall be invalid. The protest shall conform to the following requirements:
a) The initial protest document shall contain a complete statement of the basis for the protest. b) The protest shall refer to the specific portion, or portions, of the document that form the basis for the protest.
c) The protest shall contain the name, address, and telephone number of the person representing the protesting party.
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d) The party filing the protest shall concurrently transmit a copy of the initial protest document, and any attached documentation, to all other parties with a direct financial interest that may be adversely affected by the outcome of the protest. Such parties shall include all other bidders or proposers who appear to have a reasonable prospect of receiving an award depending upon the outcome of the protest.
e) The City shall issue a decision on the protest.
X. DISCLOSURE
All bids become property of the City unless a return is specifically requested as specified in the following section. The City is a public agency subject to the disclosure requirement of the Public Records Act, California Government Code Section 6250 et seq. These requirements include an exemption for “trade secrets”. If any proprietary information is contained in or attached to the written bid, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a Public Records Act request, you must agree in writing to defend and indemnify the City of Vista if litigation results.
XI. LATE, MODIFIED OR WITHDRAWN BIDS
Any Bidder may modify his prior to the scheduled closing time for receipt of bids by submitting an amended bid through OpenGov Procurement. A bidder may withdraw his bid before the hour fixed for opening bids, without prejudice to himself, by cancelling their bid submission through OpenGov Procurement. After the bids have been publicly opened, they shall not be withdrawn by the Bidders for a period of at least ninety (90) calendar days.
XII. QUESTIONS ON THIS RFB
All project related questions and requests for clarifications, changes, exceptions, and deviations to the terms and conditions set forth in this RFB shall be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov Procurement. Phone call or email questions will not be accepted. Answers to all submitted questions will be provided in an addendum through OpenGov Procurement. Questions must be submitted prior to the deadline specified in the RFB Schedule, above.
Attachments: A: Description of Bid Items
B: Sample Services Agreement
C: Site Map
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Attachment ‘A’
Description of Bid Items
The below Bid Items correspond to the items listed in the OpenGov Procurement Fee Schedule.
Item 1: The non-holiday hourly rate for one guard at Vista Civic Center Item 2: The non-holiday hourly rate for two guards at Vista Civic Center (use a cumulative rate for two guards)
Item 3: The holiday hourly pay rate for one guard at the Vista Civic Center Item 4: The holiday hourly pay rate for two guards at the Vista Civic Center (use a cumulative rate for two guards)
Item 5: The overtime (time and a half) hourly pay rate for one guard at the Vista Civic Center Item 6: The overtime (time and a half) hourly pay rate for two guards at the Vista Civic Center (use a cumulative rate for two guards)
Item 7: The hourly pay rate for one guard at the Vista Civic Center for hours outside of 3pm-11pm Item 8: The hourly pay rate for two guards at the Vista Civic Center for hours outside of 3pm-11pm (use a cumulative rate for two guards)
LOW BID DETERMINATION: The lowest bid will be determined based on the pricing submitted for Bid Item 1 ONLY. To be considered responsive, Bidders must submit pricing for all Bid Items in the OpenGov Procurement Fee Schedule.
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10 4868-1500-4606, v. 1
Attachment ‘B’
Sample Services Agreement
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CONTRACT FOR SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).
1.0 THE “PARTIES”
The “City”:
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: workingname
Billing Contact: billingname
The “Contractor”
NAMEX, statusx
Address
Address
Contact: name
2.0 BASIC TERMS
2.1 The “Services” to be performed by Contractor are set forth in City’s Request for Proposals (“Exhibit A”).
2.2 Contractor desires to enter into this “Contract” with City for the Services.
2.3 The “Project” for which the Services are required is described in Exhibit A.
2.4 Contractor has submitted to City a Proposal to perform the Services dated proposaldate (“Exhibit B”).
2.5 The “Contract Ceiling Price” is $xx,xxx per year.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of the Contract Date.
3.2 This Contract shall be in effect for xx calendar months (“Term”). The Term may be extended at the City’s option for an additional xx months, in increments of City’s choice, for a maximum Term of xx from the Contract Date.
3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the 06/25/2024 C9 Page 85 of 103
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Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.
5.0 COMPENSATION
5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit B for the Services to be performed.
5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.3.1 The changes, additions, and deductions to be made.
5.3.2 The increase or decrease in compensation due the Contractor, if any.
5.3.3 Adjustment in the time of completion, if any.
5.4 Contract Ceiling Price
5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.
5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A–E. 06/25/2024 C9 Page 86 of 103
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7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit B.
8.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.
10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
10.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to 06/25/2024 C9 Page 87 of 103
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City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest. 06/25/2024 C9 Page 88 of 103
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11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONTRACTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee. 06/25/2024 C9 Page 89 of 103
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14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
16.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives, and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.
16.2 Contractor represents that it has secured all necessary licenses, consents, or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or 06/25/2024 C9 Page 90 of 103
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other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract. 06/25/2024 C9 Page 91 of 103
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20.0 INDEMNIFICATION
20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).
20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants, and conditions under this instrument shall be joint and several.
21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
22.0 SERVICE OF NOTICE
22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“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.”
24.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.
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25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
28.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.
Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).
29.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment, or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
[Continued on page 10.]
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30.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
“City”
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN CONLEY, CITY MANAGER
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCON, RISK MANAGER
By:
“Contractor”
NAMEX, statusx
By:
Name/Title
By:
Name/Title
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00022422 8 Exhibit A
EXHIBIT A
REQUEST FOR PROPOSALS
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00022422 8 Exhibit B
EXHIBIT B
CONTRACTOR’S PROPOSAL
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EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1.The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 06/25/2024 C9 Page 97 of 103
00022422 8 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 06/25/2024 C9 Page 98 of 103
00022422 8 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.
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00022422 8 Exhibit D
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700
NOT APPLICABLE TO THIS CONTRACT
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00022422 8 Exhibit E
EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
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11 4868-1500-4606, v. 1
Attachment ‘C’
Site Map
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