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HomeMy Public PortalAboutC-20-117 - Alltech Industries, Inc., Building Security Services0 v CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and ALLTECH INDUSTRIES, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND ALLTECH INDUSTRIES, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered intoeffective as of the 12th day of October, 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and ALLTECH INDUSTRIES, INC., a California corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article l of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein.Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended.For purposes of this Agreement, the phrase "highest 411 7.0W1'672704.3 - I w professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Pro osal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein.In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement.If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.DOOI 672764.3 -2- 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement.Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work.No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant.Any increase in compensation of up to ten percent (10%) of the Contract Sum or 525,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer.Any greater increases, taken either separately or cumulatively, must be approved by the City Council.lt is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services.Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.City may in its sole and absolute discretion have similar work done by other contractors.No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference.ln the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference.The total compensation, including reimbursement for actual expenses, shall not exceed One Million Eighty -Six ThousandSix Hundred Thirty -Eight Dollars ($1,086,638.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. {11(W.W01;'6727(4.3 -3, 2.2 Method of Compensation. The method of compensation may include:(i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only ifspecified in the Schedule of Compensation.The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coord inati on of the performance of the work with City is a critical component of the services.lf Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement.The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories.Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period.In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01(x17. nnn 1!6727643 .•4. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference.When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay.The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified.The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.ln no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agrcement pursuant to this Section_ 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant, The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith.- -Hilda Perez herewith: _HildaPerez President (Name) (Title) 0t007.WOl6727(A-3 .5- Oscar Gamez General Manager (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals.l~or purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement.Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement.Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City.Neither Consultant, nor any of Consultant'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.Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be David Roberts, Assistant City Manager, or such personas may be designated by the City Manager.lt shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein.City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service.Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent 0 1007.000 1 F672764.3 -6- contractor with only such obligations as are consistent with that role.Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City.ln addition, neither this Agreement 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 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°x) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis.ln the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void.No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Norm CG0001 or equivalent).A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage.The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if general aggregate limit is used,then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance.A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide Iegal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1187) including "any auto" and endorsement CA 0025 or equivalent).A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000.Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. 0 W7.0005:677.7(x43 -7- (d) Professional LiabiIit .Professional liability insurance appropriate to the Consultant's profession.This coverage may be written on a "claims made" basis. and must include coverage for contractual liability.The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement.The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subconsultants.Consultant shall include all subconsultants as insureds under its policies or shall furnish separate certificates and certified endorsements for each subconsultant.All coverages for subconsultants shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General InsuranceRequirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained byCity or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance.The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover. the insurance policy must speci fy that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City.In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date. submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City.City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time.Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY 01007.0001.'672764 3 -8- ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City. its respective elected and appointed officers, directors, officials,employees, agents and volunteers are to be covered as additional insureds as respects.[ iabi I ity arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant.The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers.Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City.At the option of City. either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials. employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1. and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law. Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person. firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant`s or indemnitors` reckless or willful misconduct. or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: M (H17.iKI01/672704 3 -9- (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder.The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be Iimited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional.The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subconsultants to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the 01007.00011672764.3 -10- disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed.The Contract Officer shall have full and free access to such books and records at al I times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.ln the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement.Por this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership or Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data. notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subconsultants and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and ConsuItant's guarantee and warranties shall not extend to such use, reuse or assignment.Consultant may retain copies of such documents for its own use.Consultant shall have the right to use the concepts embodied therein.All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 01007.(X)01,6727643 -1 1 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under.City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding.Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California.Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 1n the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the 01007 000U672764 3 -12- default.The notice shall include the timeframe in which Consultant may cure the default.This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant.During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices.In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.lf Consultant does not cure the default, the City may take necessary steps to tenninate this Agreement under this Article.Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim.The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement ofany term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation ofany provision ofthis Agreement -Acceptance by City ofany work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver.Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other 411 U17_0001-672 764 3 -13- remedy consistent with the purposes of this Agreement.Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior_ to Expiration of Tenn. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause.The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer.ln addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine.Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3.1n the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder.in the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously'stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees.Attomey's fees shall include attorney's fees on any appeal, and in addition a party entitled to attomey's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation.All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 01007.0001!672764.3 -14- ARTICLE S. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees.. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement.Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subconsultant without the express written consent of the Contract Officer.Consultani agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation.The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant A lainst Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement.Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 0IU07.11[]O1`67271x1.3 -15- ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration: Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties.It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement.No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council.The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment ordecree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 011107.0001;672764 3 -16- 9,6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation.The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5.Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement.Consultant is aware of and understands that any such act(s), omission(s) or otherconduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect_ Consultant's Authorized Initials 4- 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 41007.0001:672764.3 -17- M R nIN-M WHEREOF_ tbr i� cxcm4d on jk- s) amd yew(s) sca r bckm.uvh CnTnn&�� it = thim r:Fms. AgnN==-- Sh3fh k- EtTMIns+e as 0l'0CW&--r 12 QSON, h; City Clerk APPROVED AS TO FORM: ALF, HIRE & Y DER. LLP Sunny K_ Soltani, City Attorney CONSULTANT: _ 2020 ALLTECH`DUSTRIES. INC__ a California corpora By - r erez Title:President& CFOAsst. Treasurer Date: nGArD C-� 2020 Address: 301 E_ Pomona Blvd. Monterey Park_ CA 91755 Tel. No.: (323) 796-0595 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretan., any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 010D7000116727643 -19- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identify of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES r�o � rtA,(, m On Qc �. 2420 before me, , personally appeared : elk Z , proved to me on the basis of satisfactory evidence to be the person,¢s`) whose names&Yare subscribed to the within instrument and acknowledged to me that he+they executed the same in hisdqltheirauthorized capacity(µ9), and that by his their signature"on the instrument the personv, or the entity upon behalf of which the personVacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, MUN SUK ANN WITNESS my hand and official sea[. c COMM. #2290427 � tS ary Pu61ic California a Z San Ber0ardina County Signature= �-�- =j0M Comm. rx •res Mat 28.2023 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment ofthis lbrm. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) U 1007 OUO t Ib727(A 3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER_ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) U 1007 OUO t Ib727(A 3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Provide unarmed building security services by properly trained security personnel, on an as needed basis, at the Carson City Hall, the Juanita Mill ender -Mc Donald Community Center, the Corporate Yard*,or other City facilities as may be specified by the Contract Officer. All of Consultant's security personnel performing services pursuant to this Agreement shall be duly licensed and dressed in appropriate uniforms in accordance with subsection (I) of this Section I. *As of the Effective Date of this Agreement, the City is in the process of transitioning from its old Corporate Yard, Iocatedat 2400 East Dominguez Street, to its new Corporate Yard, located at 18620 S. Broadway St. and 18601 S. Main St. As of the effective date of this Agreement, the City's needs entail security services at the new Corporate Yard (as set forth in subsection (B) of this Section I), but not at the old Corporate Yard. Further, it is anticipated that services will, throughout the term of this Agreement, be needed at the new Corporate Yard as opposed to the old Corporate Yard. However, until the transition period is complete, it is possible thatsome amount of servicesat the old Corporate Yard may become necessary. In the event the Contract Officer determines that a need for security services at the old Corporate Yard has arisen,the Contract Officer may exercise his or her discretion pursuant to subsection C of this Section I to move services there from one or more other City facilities. B. As of the effective date of this Agreement. City's needs are as follows**: 1. A total of ten Security Officers, including one Supervising Officermeeting the requirements of subsection (H) of this Section [,with working schedules and hours as follows: (a) Seven of the Security Officers, including the Supervising Officer, shall work 40 hours each per week (maximum of 2,080 hours per Security Officer per year). These Security Officers shall provide weekday (Monday through Friday) security services at City Hall, the Community Center, and the new Corporate Yard. (b) The remaining three Security Officers shall work 16 hours each per week (maximum of 832hours per Security Officer per year). These Security Officers shall provide weekend (Saturday & Sunday) security services at the new Corporate Yard. (c) The Security Officers shall serve at the following posts: Location No. of Security Officer(s) City Hall Property 2 (including Supervising Officer) 01007.0001/672764 3 A-1 Community Center 2 Corporate Yard (new) 5 (d) All hours shall be worked in eight (8) hour shifts.Hours of work shal l be assigned as follows: (i) CITY HALL PROPERTY one (1)Supervising Officer Monday - Friday 6:00a.m. 2:00p.m., and one (1)Security Officer, Monday - Friday, 2:00p.m. - I0.00p.m. (ii) COMMUNITY CENTER -one (1)Security Officer Friday Tuesday 6:00a.m. -- 2:00p.m., and one (1)Security Officer, Friday - Tuesday, 2:00p.m. 10:00p.in. (iii) NEW CORPORATE YARD PROPERTY - ons: (1)Security Officer Monday -Friday 6:00am-2:00pm, ane (1)Security Officer Monday -Friday 2:00pm to 10:00pm, one (1)Security Officer Monday -Friday 10:00pm - 6:00am, One (1)Security Officer Saturday --Sunday 6:00am - 2:00pm, one (1)Security Officer Saturday -Sunday 2:00pm - I0-00pm, and one (1)Security Officer Saturday -Sunday 10:00pm-6:00am. **Note: the schedule and assignments set forth in this subsection (B) reflect and utilize the maximum service levels allowabic under Exhibit "C" (unless Additional Services are approved per Section 1.8), but the schedule and assignments can be modi Pied by the Contract Officer pursuant to subsection (C) of this Section 1. C. Notwithstanding subsection (B) of this Section 1, the City's Contract Officer shall have full discretion to determine the schedules and locations of the services as needed (i.e., based on City's need), subject to the limitations set forth in subsections (D) and (E)of this Section I regarding maximum hours and maximum length of shifts, and the limitations set forth in Exhibit "C" regarding the maximum number of total hours of service and the not -to -exceed contract sum and annual compensation limits. All changes to the schedules or locations of work must be pre -approved in writing by the Contract Officer. D. Except as provided in Section 1.8, services may not be increased beyond the maximum annual hours and compensation limits specifiedin Exhibit "C" absent a duly approved and executed written amendment to this Agreement.However, in the event City desires and duly approves such an increase, Consultant represents and warrants that the hourly rates applicable to the approved additional services would be equivalent to the hourly rates specified in Exhibit "C" for the relevant contract year.Services may be decreased at any time at the Contract Officer's discretion, provided 14 -days' advance written notice is given to Consultant. 01cxf7 arot-'672764 3 A-2 E. No Security Officer (including the Supervising Officer) shall at any time be permitted to work in excess of eight (8) hours per shift, in excess of one shift per day, or in excess of forty (40) hours per week. F. Consultant's personnel providing services pursuant to this Agreement shall be direct employees of the Consultant, fully trained and certified, at least 21 years of age, and physically capable of performing the assigned duties. Consultant's personnel providing services pursuant to this Agreement shall not have a record of convictionfor any crime other than traffic infractions or other minor offenses unrelated to the performance of their assigned duties. G. In the event Consultant must use substitute Security Officers (i.e., to cover for absences of regular Security Officers), the substitute Security Officers shall meet the requirements of subsection (F) of this Section I and all other applicable provisions of this Agreement. Substitute Security Officers will be billed to the City at the same rate as regular Security Officers, as set forth in Exhibit "C". H. Consultant shall, at all times, unless otherwise directed by the Contract Officer in writing, provide a field supervisor (also referred to in this Agreement as a "Supervising Officer") who works as a Security Officer at City premises pursuant to this Agreementbut has the added responsibility of supervising(remotely via radio or telephone) all Security Officers on duty. The field supervisorwilI be billed to the City at the same rate as regular Security Officers, as set forth in Exhibit "C." The field supervisor shall have substantial expertise and experience in security functions. The field supervisor shall serve as a primary contact of the City's Contract Officer on matters relating to performance of Security Officers' obligations under this Agreement. In addition, the field supervisor shall: 1. Contact the City's Contract Officer at least once each day to discuss and clarify operational assignments and receive any special instructions. 2. Ensure that the Security Officers perform their duties as specified in this Agreement. 3. Prepare and submit periodic progress and status reports as required pursuant to Section 1I1. 1. The Consultant shall furnish uniforms for allsecurity personnel assigned to perform the services pursuant to this Agreement. Uniform specifications, including shirts, trousers, ties, color and markings, shall be subject to approval of the City's Contract Officer. Uniforms shall fit properly,shall have no rips or tears, and must be clean and pressed to present a neat appearance. J. All Security Officers assigned to perform the services shall be subject to review and prior approval by the City's Contract Officer. The Contract Officer shall have the right to interview and/or test the security personnel proposed by Consultant to perform the services before they are assigned. 01007 0001/672764 3 A-3 K. Consultant understands and acknowledges that the building security services provided pursuant to this Agreement involve a high degree of public contact. Discourtesies, rudeness, use of profanity or physical contact by the Consultant's employees are unacceptable.Consultant shall at all times ensure that its personnel performing services pursuant to this Agreement are not permitted to exceed or abuse their authority, violate City policies or procedures, violate any applicable law or ethical standard, or act in a manner that creates a danger to the public or to City officers, employees or agents, and Consultant shall take all reasonable measures to prevent such conduct from occurring. Personnel of Consultant who engage in such conduct may be removed from City premises immediately by City staff or law enforcement, and shall be replaced by Consultant for the remainder of the term of this Agreement if requested by the Contract Officer. L. City may provide each Security Officer (including the Supervising Officer)with a portable radio unit with frequencies that will enable communication between Consultant's personnel and the City's Public Safety Department. Consultant shall reimburse City for any loss or damage to the radios except for normal wear and tear. Such reimbursement may be effectuated via deduction from the compensation otherwise due for services rendered by Consultant pursuant to this Agreement. Consultant's personnel shall conform to applicable City radio procedures at all times. 11. As part of the Services, Cunsultant will prepare and deliver the following tangible work products to the City: A. NOT APPLICABLE 111. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the Cityapprised of the status of performance by delivering the following status reports: A. Written status reports, on a weekly basis or otherwise as requested by the City's Contract Officer, specifying the days and number of hours worked by each officer at each facility. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the folluwing personnel to accomplish the Services: A. Security Officers (including a Supervising Officerwhen applicable) in accordance with Section I of this Exhibit A. 0 u107 0001'6727(4 3 -4 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows (added text shown in bola italics, deleted text shown in strip): "3.4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding ene Mthree (3) years, commencing October 12, 2020, and expiring at the close of biisiness oil October 11, 2023 , "92). City, at its sole option, may elect to extend the term of this Agreement by rip to two (2) consecutive one-year terms, upon City Council approval and execution of a written amendinent to this Agreement." II. Section 9.3 (Counterparts) of the Agreement is hereby amended to read in its entirety as follows (added text shown in bold italics, deleted text shown in strikethr-ouggh): "9.3 Counteroarts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, whether lire signatures are originals, facsimiles or electronic Alland such counterparts shall constitute one and the same instrument." 01007 000Er672764 3 0-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: Period (Contract Hourly Maximum Annual Year) Rate(applies to Number of Maximum all Security Hours Amount(rounded Officers, (total) to nearest dollar) including Field Supervisor) A. Year l: October 12, $19.81 17,056 $337,879 2020 through October 11, 2021 B. Year 2: October 12, $21.26 I7,056 $362,611 2021 through October 1 l , 2022 C. Year 3: October 12, $22.64 17,056 $386,148 2022 through October 11, 2023 IL The Annual Maximum Amounts specified in Section I of this Exhibit "C" (except with respect to rounding to the nearest dollar) shall constitute not -to -exceed annual compensation limits for the respective contract years of this Agreement, unless Additional Services are approved per Section 1.8. 111. The Citywill compensate Consultant for the Services performed upon submission of a valid invoice.Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. I .ine items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $1,086,638 as provided in Section 2.1 of this Agreement. 0 1 W7 0001/672704 3 C -1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the schedule established pursuant to Section I of Exhibit A. 11. Consultant shall deliver the following tangible work products to the City by the following dates. A. Written status reports specifying the days and hours worked by each officer at each facility — weekly, or at others intervals requested by the Contract Officer. ill. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007 0001)'672764 3 D- l ACORU® `� CERTIFICATE OF LIABILITY INSURANCE DATE IMMloorcvYY) 10:7'2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER GUNTAG I NAME: Joseph Esparta THINK Ins & Fin Svs, LLCHPAA JAiNo Ent): 8554844654 (AIC, No): ADDRESS: jocrrthink-ins.com 10 i LV Mission Blvd, 5uitc 224 INSURER(S) AFFORDING COVERAGE NAIC Y UAMAUI:CLAIMS-MADE PREMISES (Ea occurrence) S 100,000 Pomona CA 91766 INSURER A: INFINITY SELECT TNS CO 20260 INSURED INSURER B: STATE COMPENSATION INSURANCE FUND 35076 Alllcch Industrtcs, Inc INSURER C: ZURICH / STEADFAST INSURANCE COMPANY 26387 PO Box 40.12 INSURER D. INSURER E: N' Montebello CA 90610 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER IMMIDDIYYYY) (MMIDDIYYYYI LIMITS C COMMERCIAL GENERAL LIABILITY OCCUR X ERRORS & OMISSIONS Y Y EOL0298581-02 0320'2019 03-2012021 EACH OCCURRENCE S 5,000,000 UAMAUI:CLAIMS-MADE PREMISES (Ea occurrence) S 100,000 MED EXP {Any one person) S 5,000 X ASSAULT & BATTERY PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER X POLICY EDJEST F� LOC OTHER GENERAL AGGREGATE S 5,000,000 PRODUCTS -COMPIOPAGG $ 5,000,000 S A AUTOMOBILE LIABILITY M1 ANY AUTO OWNED SCHEDULED ONLY X AUTOS OAUTOS v HIRED NON•OW NED I� AUTOS ONLY IK AUTOS ONLY N' Y 501581038526001 06 22 2020 06.2'_; 2accident)I Ma accident) SI,ODU,ODO BODILY INJURY (Per person) S BODILY INJURY (Per accident) S (Per accident) S S UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DEO I RETENTIONS g B ORKERS COMPENSATION ND EMPLOYERS' LIABILITY YIN NY PROPRIETORIPARTNERIEXECUTIVEE FFICERIMEMBER EXCLUDED) ❑Y Mandatory in NH) i yyes describe under hasOF OPERATIONS below NIA Y 9218054-2020 03 17 2020 03.17'2021 x STATUTE I I ER L EACH ACCIDENT S 1,000,000 E L DISEASE - EA EMPLOYEE S 1,000,000 E L DISEASE - POLICY LIMIT S 1,000,000 C THIRD PARTY EMPLOYEE: DISHONESTY EOL0288581-02 0320,2030 03-21N2021 EACH OCCURRENCE 100,000 7ESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {ACORD 101, Additional Remarks Schedule, may be attached it more space Is required) See ACORD 101 SHOULD ANY OF THE ABOVE: DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF CARSON ACCORDANCE WITH THE POLICY PROVISIONS. 701 E. Carson Slrcct AUTHORIZED REPRESENTATIVE Carson CA 90745 ©1988-2015 ACORD CORPORATION. All rights reserved. KORO 2S (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC 0: ACOIrLY A r%r11T1f%L1A I dC11AA dl/L% 11 C 0- 1 nF t `� r�ilrvi rv�sr�a.. r�s.nrr�r�rw vv1 AGENCY NAMED INSURED THINK Ins & Fin Svs, LLC Alltech Industries, Inc_ POLICY NUMBER CARRIER I NAIC CODE EFFECflvE DATE' ITHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: 25 FORM TITLE; Certificate Of Liability Insurance City Of Carson is named as an additional Ensured . Should any of the above described policies be cancelled before the expiration dated thereof, the issuing company shall mail thirty (30) - day advance written notice to cerilTcate holder named herein City, its respective elected and appointed officers, directors officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and competed operations of Consultant, premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective volunteers, ConsultanCs insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurees liability. ACORD 101 (2008101) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY HOME OFFICE SAN FRANCISCO EFFECTIVE MARCH 17, 2020 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING MARCH 17, 2021 AT 12.01 A.M. AT 12;01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME ALLTECH INDUSTRIES, INC. PO BOX 4042 MONTEBELLO, CA 90640 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 9218054-20 RENEWAL SC 7-81-32-5 PAGE I OF I NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAWN FRANCISCO; -U4 AUTHORIZED REPRESENT IVE MARCH 17, 2020 PRFS4DFNT ANn C.Fn 2572 0 Waiver Of Subrogation (Blanket) ZURICH Endorsement Policy No Eff Date of Pot Exp Date of Eff Date Df End. Producer Add I Prem Return Prem Poi E01-0288581- 03/20/2020 03120/2021 $ 5 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition If you are required by a written contract or agreement_ which is executed before a loss. to waive your rights of recovery from others. we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -925-B CW (12101) Page 1 of 1 Additional Insured - Automatic - Owners, Lessees Or Contractors 19 ZURICH Policy No Eff Date of Pol Exp. Date of Pol. Eff Date of land Producer No Add I Prem Return Prem EOL0288581- 02 03/2012020 03/20/2021 21894000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): Alltech Industries, Inc 301 Pomona Blvd Monterey Paris CA 91755 - This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section iI — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for `bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U -GL -1175-F CW (04113) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that; 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit* as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured lin any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that; a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other insurance Condition of Section IV -- Commercial General Liability Conditions; This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit'. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III -- Limits Of Insurance* The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U -GI. -1175-F CW (04113) Page 2 of 2 Includes copyrighted material of insurance Services office Inc with its permission