HomeMy WebLinkAboutLocater Service dba Able Patrol and Guard; 2005-09-06;RATIFICATION OF AMENDMENT NO.3 TO EXTEND AND AMEND AGREEMENT FOR
SECURITY PATROL SERVICES
(Locater Services Inc. dba Able Patrol and Guard)
PWGS398
This Ratification of Amendment No. 3 is entered into as of the _ -yi _ day
of M^\rrx>e-jvvx^ VgJv _ , 2008, but effective as of the sixth day of
September, 2008, extending and amending the agreement dated September 6, 2008 (the
"Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and
Locater Services Inc. dba Able Patrol and Guard ("Contractor") (collectively, the "Parties") for
security patrol services.
RECITALS
A. On August 16, 2007, the Parties ratified Amendment No.1 to the Agreement to
extend and fund the agreement for a one-year period, retroactive to September 6, 2006; and
B. On September 4, 2007, the Parties executed Amendment No. 2 to extend and
fund the agreement for a one-year period, with agreed to supplemental fee schedule; and
C. The Agreement, as amended from time to time expired on September 6, 2008,
and Contractor continued to work on the services specified therein without the benefit of an
agreement; and
D. The Parties desire to extend the Agreement for a period of one year ending
September 6, 2009; and
E. The Parties have negotiated and agreed to a 2.3% increase in compensation.
This increase is within the annual rate of inflation as indicated in the Consumer Price Index for
San Diego County for the past twelve (12) months, and is within the compensation adjustment
allowed by the Agreement; and
F. The parties desire to extend and fund the Agreement for a period of one year.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The retroactive extension and amendment of the Agreement is ratified.
2. That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on September 6, 2009 on an agreed price not to
exceed Nine Thousand Six Hundred Thirty-eight dollars and Thirty-two cents ($9,638.32).
3. Contractor will complete all work associated with this Agreement by September
6, 2009, and by September 6 of all subsequent agreement years.
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
City Attorney Approved Version #05.22.01
5. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
5. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
(sign here)
George M. Grauer/Vice President
(print name/title)"
george@ablepatrolandquard.cxm
(e-mail address)
(sign here)
Deborah Kopki/Assistant Treasurer
(print name/title)
deborah@ablepatrolandguard.com
(e-mail address)
CITY OF QAI
corporation o jhe
By:
ATTEST:
LORRAINE M. WOOD
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President /
**Group B.
Secretary,
Assistant Secretary/
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Deputy City Attrney
City Attorney Approved Version #05.22.01
RATIFICATION OF AMENDMENT NO 3 TO EXENT AND AMEND AGREEMENT
FOR SECURITY PATROL SERVICES
Locater Services Inc dba Able Patrol and Guard
(PWGS398)
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
1. This amendment authorizes Locater Services Inc dba Able Patrol and Guard to a 2.3%
increase in compensation from $21.90 per patrol to $22.40 per patrol. This increase is
within the annual rate of inflation as indicated in the Consumer Price Index for San Diego
County for the past twelve (12) months and is within the compensation adjustment
allowed by the Agreement. Total compensation is not to exceed Nine Thousand Six
Hundred Thirty-eight dollars and Thirty-two cents ($9,638.32) per agreement year.
City Attorney Approved Version #05.22.01
AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT
FOR SECURITY PATROL SERVICES
Locater Services Inc. dba Able Patrol and Guard
This Amendment No. 2 is entered into and effective as of the ^ _ day of
, 200_2_, extending and amending the agreement dated
September 06, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal
corporation, ("City"), and Locater Services Inc. dba Able Patrol and Guard, ("Contractor")
(collectively, the "Parties") for security patrol services.
RECITALS
A. On August 16, 2007, the Parties ratified Amendment No. 1 to the Agreement to
extend and fund the agreement for a one-year period, retroactive to September 06, 2006; and
B. The Parties have negotiated and agreed to a 3.3% increase in compensation.
This increase is within the annual rate of inflation as indicated in the Consumer Price Index for
San Diego County for the past twelve (12) months, and is within the compensation adjustment
allowed by the Agreement; and
C. The Parties desire to extend and fund the Agreement for a period of one year;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on September 06, 2008 on an agreed price basis not-
to-exceed Nine Thousand Four Hundred Twenty-one dollars and Sixty-two cents ($9,421.62).
2. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A". With
this Amendment, the total annual Agreement amount shall not exceed Nine Thousand Four
Hundred Twenty-one dollars and Sixty-two cents ($9,421.62).
3. Contractor will complete all work described in Exhibit "A" by September 06, 2008
of this and all subsequent agreement years.
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
6. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
(sign here)
George Grauer/Vice President
(print name/title)
qeorge@ablepatrolandquard.com
(e-mail address)
(sign here)
Deborah Kopki/Assistant Treasurer
(print name/title)
deborah@ablepatrolandquard.com
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
Manager or Mayor
ATTEST:
(City Clerk
^TSB/lA'''/-
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
City Attorney Approved Version #05.22.01
AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT
FOR SECURITY PATROL SERVICES
Locater Services Inc. dba Able Patrol and Guard
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
1. This amendment authorizes Locater Services Inc. dba Able Patrol and Guard to a 3.3%
increase in compensation from $21.20 per patrol to $21.90 per patrol. This increase is
within the annual rate of inflation as indicated in the Consumer Price Index for San Diego
County for the past twelve (12) months and is within the compensation adjustment
allowed by the Agreement. Total compensation is not to exceed Nine Thousand Four
Hundred Twenty-one dollars and Sixty-two cents ($9,421.62) per agreement year.
City Attorney Approved Version #05.22.01
RATIFICATION OF AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT
FOR SECURITY PATROL SERVICES
Locator Services Inc. dba Able Patrol and Guard
This Ratification of Amendment No. 1 is entered into as of the / I** day
of c<. yix^jf , 200^2_, but effective as of the 6th
day of Septembe^; 2006, extending and amending the agreement dated September 06, 2005
(the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and
Locater Services Inc. dba Able Patrol and Guard, ("Contractor") (collectively, the "Parties").
RECITALS
A. The Agreement, as amended from time to time expired on September 06, 2006
and Contractor continued to work on the services specified therein without the benefit of an
agreement.
B. The Parties desire to extend and fund the Agreement for a period of one year;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The retroactive extension and amendment of the Agreement is ratified.
2. That the Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on September 06, 2007 on an agreed price basis not-
to-exceed Nine Thousand One Hundred Twenty dollars and Sixty-four Cents ($9,120.64). With
this ratification to extend and amend, the total annual Agreement amount shall not exceed Nine
Thousand One Hundred Twenty dollars and Sixty-four Cents ($9,120.64).
3. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
4. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22..01
5. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this amendment.
CONTRACTOR
*By^ \
^j&f^"yjfi' "' '—"t'j'7r
^T(si^hhere) /
George Grauer, President
(print name/title)
george@ablepatrolandguard.com
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
ATTEST:
LpRRAINE/yi. WOO
Jity Clerk^j
Deborah Kopki, Assistant Treasurer
(print name/title)
deborah@ablepatrolandquard.com
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD^Ri BALLXtfy Attorney
puty City Attorney
City Attorney Approved Version #05.22..01
TWIS DGCUMi-ISVr HAS A TRUE DEFENSA™ WATERMARK AND VISIBLE FIBERS DISCERNIBLE PROM BOTH SIDES
BUS. NUMBER
1220686 '
DATE ISSUED
8/1/2007
SIC CODE
7381
OWNER FIRM OR
CORPORATION NAME
BUSINESS NAME
MAILING ADDRESS
CITY AND STATE
OF CARLSBAD
BUSINESS REGISTRATION CERTIFICATE
The person, firm or corporation named below is • granta^Jlis business certificate pursuant to the provisions ot the City Business tfcense Qfdinar)6es to engage iparry on or conduct the business, tfatle, catling, profession, exhibition or occupation described below. lssuance.pf the certificate is not an endorsement, n
certification of compliance with other ordinances or lows. This license Is issued without verification that the licensee is subject to or exempt Irom licensing by tl
State of California, • .;
7 BUSJNESSfLOCATION
4616.MISSION GORGE PL
SIC DESCRIPTION .
Detective, Guard, And Armored Car Services
ABLE PATROL & GUARD
ABLE PATROL & GUARD
4616 MISSION GORGE PL
SAN DIEGO, CA £2120-4133 ,
EXPIRATION DATE
7/3t/2008
KEEP FOR YOUR RECORDS
BUSINESS TAX RECEIPT
BUS. NO. 1220686
DATE ISSUED
8/1/2007
08.180 $30.00
BALANCE $0.00
TAXES PAID IN ACCORDANCE WITH CITY
BUSINESS TAX ORDINANCE
CITY OF CARLSBAD
THIS DOCUMENT IS ALTERATION PROTECTED AND REFLECTS FLUORESCENT FIBERS UNDER UV LIGHT
SECURITY PATROL SERVICES
(Locater Services dba Able Patrol and Guard)
THIS AGREEMENT is made and entered into as of the b&(, day of & 2005% by and between the CITY OF CARLSBAD, a municipal
cofporafion, ("City"), and Locater Services Inc. dba Able Patrol and Guard, a Corporation,
("Contractor").
RECITALS
A.
B.
C.
D.
E.
City requires the professional services of security patrol services to provide the
necessary patrol services at various locations within the City.
Contractor has the necessary experience in providing professional services and
advice related to security patrol services.
Selection of Contractor is expected to achieve the desired results in an expedited
fashion.
Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
The CONTRACT ADMINISTRATOR for work performed under this agreement
is the PARKS SUPERTNTENDENT or his designated representative PUBLIC WORKS
SUPERVISOR, Trees and Medians.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and
skill customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment
while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one year from the date first above
written. The City Manager may amend the Agreement to extend it for three (3) additional one-
year periods or parts thereof in an amount not to exceed Nine Thousand One Hundred Twenty
dollars and Sixty-four cents ($9,120.64) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds by the
City Council. The parties will prepare a written amendment indicating the effective date and
length of the extended Agreement.
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
Nine Thousand One Hundred Twenty dollars and Sixty-four cents ($9.120.64). No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A''.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within
thirty (30) days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers' compensation payment which City may be required to make
on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done
under this Agreement. At the City's election, City may deduct the indemnification amount from
any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts
and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a
subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
City Attorney Approved Version #04.01.02
Contractor agrees to indemnie and hold harmless the City and its officers, officials, employees and
volunteers from and against all claims, damages, losses and expenses including attorneys fees
arising out of the performance of the work described herein caused in whole or in part by any
willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes
to or on behalf of an injured employee under the City's self-administered workers' compensation is
included as a loss, expense or cost for the purposes of this section, and that this section will survive
the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VI'.
10.1 CoverarJes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless City
Attorney or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-
limit per occurrence for bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits will apply separately to the work under
this Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per
accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be
required if Contractor has no employees and provides, to City's satisfaction, a declaration stating
this.
City Attorney Approved Version #04.01.02
10.2.
under this Agreement contain, or are endorsed to contain, the following provisions:
Additional Provisions. Contractor will ensure that the policies of insurance required
10.2.1 The City will be named as an additional insured on General Liability.
10.2.2
claims-made coverage.
Contractor will obtain occurrence coverage, which will be written as
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3
this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
Providing. Certificates of Insurance and Endorsements. Prior to City's execution of
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5
and certified copies of any or all required insurance policies and endorsements.
Submission of Insurance Policies. City reserves the right to require, at anytime, complete
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
City Attorney Approved Version #04.01.02
Contractor agrees that all copyrights that arise fiom the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name Michael Bliss Name Wrge M. Grauer
Title Public Works Supervisor Title - President
Department Parks / Trees and Medians
City of Carlsbad
Address 4616 Mission Gorge Place
San Diego, Ca 92120
Address 1 166 Carlsbad Village Dr.
Carlsbad. CA 92008
Phone No. 6760) 434-2985
61 9-229-61 00 Phone No.
Each party will noti@ the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure
under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any
of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is
required, Contractor or Contractor’s affected employees, agents, or subcontractors will complete
and file with the City Clerk those schedules specified by City and contained in the Statement of
Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and
consultants warrants that by execution of this Agreement, that they have no interest, present or
contemplated, in the projects affected by this Agreement. Contractor further warrants that neither
Contractor, nor Contractor’s agents, employees, subcontractors and consultants have any ancillary
real property, business interests or income that will be affected by this Agreement or, alternatively,
that Contractor will file with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
City Attorney Approved Version #04.01.02
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's
services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility
for employment of all agents, employees, subcontractors and consultants that the services
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both
parties involved along with recommended methods of resolution, which would be of benefit to
both parties. The representative receiving the letter will reply to the letter along with a
recommended method of resolution within ten (10) business days. If the resolution thus obtained
is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the
City Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will
prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, City may terminate this Agreement upon written notice to
Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any
documents owned by City and all work in progress to City address contained in this Agreement.
City will make a determination of fact based upon the work product delivered to City and of the
percentage of work that Contractor has performed which is usable and of worth to City in having
the Agreement completed. Based upon that finding City will determine the final payment of the
Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product
and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee
City Attorney Approved Version #04.01.02
payable under this Agreement. City will make the final determination as to the portions of tasks
completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty, City will have the right to annul this Agreement without liability, or, in
its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et sea .,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement
for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing
for a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent of
City, which shall not be unreasonably withheld.
City Attorney Approved Version #04.01.02
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
City Attorney Approved Version #04.01.02
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority to
bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
Georqe Grauer. President
**By:
CITY OF CARLSBAD, a municipal corpomtion
of the State of California
ATTEST: %$3
I LORRAINE M. WOm 'd
(sign here) I
DERoL~ L* KPpKI, UO
(print namekitle)
If required by City, proper notarial ackno
attached. If a Corporation, Agreement must be signed by one corporate officer fiom each of
the following two groups.
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Deputy BY&+ City Attorney
City Attorney Approved Version #04.01.02
EXHIBIT A
MANNER OF PERFORMING SERVICES
PART I
GENERAL SPECIFICATIONS
1.00 GENERAL REOUIREMENTS
1.01 CONTRACTOR will provide unarmed uniformed security officers to foot patrol City
owned or managed properties as detailed in this agreement (3) days a week for
monitoring illegal dumping and illegal encampments, as well as informing trespassers
to vacate said premises. One of these days is required to be a weekend day, Saturday
or Sunday.
1.01 A Patrol frequency is one patrol per day for each location required under this agreement.
1.02 CONTRACTOR will provide its security officers with a Nextel 2-way radio or equal
and a cell phone during mobile patrol.
1.03 CONTRACTOR will submit to the CONTRACT ADMINISTRATOR or his
designated representative reports on a monthly basis the dates and times when
surveillance and patrol took place, and the course of action taken, if any. These
reports will include license numbers of vehicles, illegal dumping, trespassing or other
related activities. The Contractor shall indicate the actual parcel number of the
property and shall provide information on exact locations of these activities on said
parcel.
2.00 AREA TO BE PATROLLED
2.01 The area to be patrolled under the provisions of this CONTRACT is located at the
following areas: It is estimated that the total area to be patrolled is approximately 235
acres. A map of the areas to be patrolled identified by Assessors Parcel Numbers is
included and incorporated by reference.
A. The southeast side of Agua Hedionda Lagoon. Portions of APN 2 1 10 103 1.
B. The undeveloped property that is intended for Veterans Park. Portions of
APN 21201005 and APN 21201015
3.00 PAYMENT AND INVOICES
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3.01 The CONTRACTOR shall present monthly invoices, for all work performed during
the preceding month. Said invoice shall include all required certifications and reports
as specified hereinafter. The invoice shall be submitted on or before the fifth (5th)
day of each month in the amount of the compensation to be paid by the CITY for all
services rendered by the CONTRACTOR under the terms and conditions of this
CONTRACT. Said payment shall be made within thirty (30) days upon receiving the
invoices, providing that all work performed during the preceding month has been
inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable
certifications have been submitted in accordance with the provisions of this
CONTRACT.
3.02 Invoices for approved Extra Work shall be in a format acceptable to the CONTRACT
ADMINISTRATOR, including attachments, such as copies of suppliers’ invoices,
which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR’S
billing. Invoices for Extra Work shall be submitted on separate invoices. Unless
otherwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be
submitted for each discrete and complete item of Extra Work.
3.03 Unless otherwise provided, invoices for Materials for approved Extra Work may
include a mark up of 15%, to cover CONTRACTOR’S overhead, handling, and the
like, related to the provision of said materials. Such invoices shall be presented along
with copies of suppliers’ invoices.
3.04 Rental Equipment for Extra Work shall be invoiced at CONTRACTOR’S cost and
may include a mark up of 15%. Such invoices shall be presented along with copies of
suppliers’ invoices.
3.05 In the event the CITY transfers title or patrol service responsibility of the premises or
a portion thereof, this CONTRACT shall continue in full force and effect, except said
portion, at the discretion of the CONTRACT ADMINISTRATOR, may be deleted
from the premises to be maintained and the CONTRACT sum shall be reduced
accordingly.
3.06 The CONTRACT ADMINISTRATOR may, at his discretion, add new areas to be
patrolled andor require additional services. The CONTRACTOR shall be
compensated for the additional services that are designated after the date of the
commencement of this CONTRACT based on the submission of an approved security
patrol bid, consistent in all respects with this CONTRACT, and shall contain all
information as required in the REQUEST FOR BIDS.
3.07 Additional compensation may be authorized at the discretion of the CONTRACT
ADMINISTRATOR7 subject to CITY budgetary conditions, for work deemed
necessary by the CONTRACT ADMINISTRATOR due to extraordinary incidents or
circumstances.
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4.00 MEETINGS, & REPORTS
4.01
402
4.03
The CONTRACTOR or his authorized representative shall meet with the
CONTRACT ADMINISTRATOR or his representative at the discretion and
convenience of the CONTRACT ADMINISTRATOR, for walk-through inspections.
At the request of the CONTRACT ADMINISTRATOR, the CONTRACTOR, or his
appropriate representative, shall attend meetings as determined by the CONTRACT
ADMINISTRATOR, for purposes of orientation, information sharing, CONTRACT
revision, description of CITY policies, procedures, standards, and the like.
CONTRACTOR shall provide to the CONTRACT ADMINISTRATOR such written
documentation and/or regular reports as the CONTRACT ADMINISTRATOR deems
necessary to verify and review CONTRACTOR'S performance under this
CONTRACT and to provide to the CONTRACT ADMINISTRATOR pertinent
information relative to the maintenance, operation, and safety of the medians.
5.00 EXTRAWORK
5.01
5.02
5.03
5.04
5.05
The CITY may award Extra Work to the CONTRACTOR, or to other forces, at the
discretion of the CONTRACT ADMINISTRATOR.
Prior to performing any Extra Work, the CONTRACTOR shall prepare and submit a
written bid including a description of the work, an estimate of labor and materials,
and a schedule for completion. No work shall commence without written approval of
the CONTRACTOR'S bid by the CONTRACT ADMINISTRATOR
In the event that CONTRACTOR'S BID for Extra Work is not approved, the
CONTRACT ADMINISTRATOR reserves the right to perform such work with other
forces
When a condition exists which the CONTRACT ADMINISTRATOR deems urgent,
the CONTRACT ADMINISTRATOR may verbally authorize the work to be
performed upon receiving a verbal estimate from the CONTRACTOR. However,
within twenty-four (24) hours after receiving a verbal authorization, the
CONTRACTOR shall submit a written estimate, consistent with the verbal
authorization, to the CONTRACT ADMINISTRATOR for approval.
All Extra Work shall commence on the specified date established and
CONTRACTOR shall proceed diligently to complete said work within the time
allotted.
6.00 COMMUNICATIONS AND EMERGENCY RESPONSE
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6.01
6.02
6.03
6.04
The CONTRACTOR shall, during the term of this CONTRACT, maintain a single
telephone number, toll free to a San Diego region area code, at which the
CONTRACTOR or CONTRACTOR’S responsible employee may be contacted at any
time, twenty-four hours per day, to take the necessary action regarding all inquiries,
complaints and the like, that may be received fiom the CONTRACT
ADMINISTRATOR or other CITY personnel. For hours beyond a normal 8 AM to 5
PM business day, an answering service shall be considered an acceptable substitute
for full time twenty-four hour coverage, provided that the CONTRACTOR responds
to the CITY by return call within one hour of the CITY’S original call.
Whenever immediate action is required to prevent possible injury, death, or property
damage, CITY may, after reasonable attempt to no ti^ the CONTRACTOR, cause
such action to be taken by alternate work forces and, as determined by the
CONTRACT ADMINISTRATOR, charge the cost thereof to the CONTRACTOR, or
deduct such cost fiom any amount due to the CONTRACTOR.
All complaints shall be abated as soon as possible after notification; but in all cases
within 24 hours, to the satisfaction of the CONTRACT ADMINISTRATOR. If any
complaint is not abated within 24 hours, the CONTRACT ADMINISTRATOR shall
be notified immediately of the reason for not abating the complaint followed by a
written report to the CONTRACT ADMINISTRATOR within five (5) working days.
If the complaints are not abated within the time specified or to the satisfaction of the
CONTRACT ADMINISTRATOR, the CONTRACT ADMINISTRATOR may
correct the specific complaint and the total cost incurred by the CITY will be
deducted and forfeit from payments owing to the CONTRACTOR from the CITY.
The CONTRACTOR shall maintain a written log of all communications, the date and
the time thereof and the action taken pursuant thereto or the reason for non-action.
Said log of complaints shall be open to the inspection of the CONTRACT
ADMINISTRATOR at all reasonable times.
7.00 SAFETY
7.01 CONTRACTOR agrees to perform all work outlined in this CONTRACT in such a
manner as to meet all accepted standards for safe practices during the security patrol
operation and to safely maintain stored equipment and materials or other hazards
consequential or related to the work; and agrees additionally to accept the sole
responsibility for complying with all CITY, County, State or Federal requirements at
all times so as to protect all persons, including CONTRACTOR’S employees, agents
of the CITY, vendors, members of the public or others from foreseeable injury, or
damage to their property.
7.02 CONTRACTOR shall notify the CONTRACT ADMINISTRATOR immediately of
any occurrence on the premises of accident, injury, or persons requiring emergency
services and, if so requested, shall prepare a written report thereof to the CONTRACT
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ADMINISTRATOR within three (3) calendar days following the occurrence.
CONTRACTOR shall cooperate hlly with the CITY in the investigation of any such
occurrence.
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Item - No. Description
SCHEDULE A
ANNUAL COST
Unit Price Annual Cost
1. Provide foot and mobile patrol
at designated areas LS $6.620.00
2. Provide extra work including
foot and mobile patrol as directed Estimated Amount $2.500.00
(Subject to actual work performed)
Total Annual Contract Amount $9,120.64
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