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HomeMy WebLinkAboutNational Public Safety Security Services Inc; 2006-12-06;AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR PRISONER TRANSPORTATION NATIONAL PUBLIC SAFETY SECURITY SERVICES, INC. This Amendment No. 2 is entered into as of the A5"^day of K/g>t? Aue^tv t 2008, extending and amending the agreement dated December 6, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and National Public Safety Security Services, Inc., a California Corporation with its principal location at 892 East Madison Avenue, El Cajon, California, 92020, and operating as private patrol operator under the name of National Public Safety, a California licensed security service company, ("Contractor") (collectively, the "Parties") for transportation of prisoners to custodial facilities. RECITALS A. On April 1, 2008, the Parties executed a Ratification of Amendment No. 1 to the Agreement to extend the Agreement for one (1) year from December 7, 2007 to December 6, 2008; and B. The Parties desire to extend the Agreement for a period of one additional year; effective December 6, 2008 and terminating on December 6, 2009; and C. The Parties desire to modify the Scope of Work of the current Agreement term to increase the number of permitted contact hours from 1392 hours to a maximum of 1950 hours (reflecting a not to exceed increase of 558 hours to the current Agreement term). This increase in the number of maximum permitted hours will increase the maximum dollar of the Agreement by an amount not to exceed $15,066. There is no change in the current year contract rate of $27.00 per hour; and, D. For the term of December 7, 2008 to December 6, 2009, the Parties have negotiated and agreed that the maximum number of permitted hours shall not exceed 1950 hours. The per hour contract fee rate will increase by 5% from $27.00 per hour to $28.35 per hour for a maximum not to exceed contract amount of $55,283.00. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide for the current term, expiring on December 6, 2008, an additional, not-to-exceed, 558 hours of services. With this Amendment, the total annual Agreement amount shall not exceed Fifty-two thousand, six hundred and fifty dollars ($52, 650) for the current term ending December 6, 2008. 2. For the term of December 7, 2008 to December 6, 2009, Contractor will provide up to 1950 hours of Services to the City at the agreed rate of $28.35 per hour for a maximum not to exceed contract amount of $55,283.00. 3. 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 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. 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. CONTRACTO CITY OF CARLSBAD, a/ municipal corporation qf the State of Catffornia (print name/title) \V\fo Q. M-fttoui 1 PU \)) it wf-frry (e-mai /LORRAINE M. /City Cl4pk /1 (J (print name/title) ^ pub) i (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. APPRO' RON TO FORM: lL, City Attorney rOepUfy City Attorney City Attorney Approved Version #05.22..01 RATIFICATION OF AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR PRISONER TRANSPORTATION National Public Safety Security Services, Inc. This Ratification of Amendment No. 1 is entered into but effective DEcef^<sag^ £ _ , 2003^, extending the underlying initial agreement between the Parties dated December Q, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and National Public Safety Security Services, Inc., a California corporation with its principal location at 892 East Madison Avenue, El Cajon, CA 92020, and operating as private patrol operator under the name of National Public Safety, a California licensed security service company, ("Contractor") (collectively, the "Parties"). RECITALS A. The Agreement, as amended from time to time expired on December 6, 2007 and Contractor continued to work on the services specified therein without the benefit of an amendment. B. The Parties desire to ratify the amendment extending the term of the Agreement, and any amendments thereto, for a period of one (1) year, ending on December 6, 2008. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: Amendment No. 1 to the Agreement, is hereby retroactively approved and the Agreement is hereby extended for a period of one (1) year, ending on December 6, 2008. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. 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. 4. 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 Douglas Frost. President (print name/title) nationalpublicsafety@gmail.com ^ (e-mail address) '(sicWfiere) ^~ City Attorney Approved Version #04.11.01 1 CITY OF CARLSBAD, a municipal corporation(\of the State of California By (e-mail address) 5 'm 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 **Qroup 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: Deputy City Attorney REV. 03/03/2008 Contractor Instructions for Completing City of Carlsbad Amendments Attached to this instruction sheet is an Amendment to your Agreement with the City of Carlsbad that will need to be signed by authorized representatives of your organization. Past experience has caused us to develop this instruction sheet to expedite the amendment process. The following should generally correspond to the Amendment. Please review this instruction sheet and the entire Amendment prior to signing the attached document. Thank you. Introductory Paragraph • Do not enter a date in Paragraph 1, Page 1 of the Amendment. The City will complete this after all parties have executed the Amendment. Please note that the City will replace the first page of the Amendment should it be dated when it is returned to the City. Signature Page • Please sign in blue ink. • Staff will inform you if Amendment must be notarized. • Please have the correct parties sign the Amendment. For corporations, the signature requirements are listed on the signature page. Incorrect completion of this requirement will delay the City's execution of the Amendment. Exhibit "A" • Some Amendments will include an exhibit that is an itemized list of what work you will do for the City and the cost of completing that work. Exhibits that contain additional information that contradict the terms of the Agreement may be returned for the removal of that information. City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES 1. OVERVIEW "Contact Transportation Officers" will be assigned by the Carlsbad Police Department on an "as-required" basis to provide armed transportation services for prisoners to the Vista Detention Facility, Las Colinas Detention Facility, George Bailey Detention Facility, Central Detention Facility (downtown San Diego), County Mental Health (San Diego), San Luis Rey Hospital, Tri-City Medical Center, Juvenile Hall (San Diego), Polinsky Children's Center, United States Border Patrol Station south of San Clemente, California and Casa De Amparo, or other penal, medical or mental health facilities in San Diego County as designated or determined by the Carlsbad Police Department (collectively referred to as "Custodial Facility1). CONTRACTOR shall work closely with the CITY in performing its work in accordance with this Agreement in order to receive clarification as to the results which the CITY expects to accomplish by CONTRACTOR. CONTRACTOR will be compensated for services under this Agreement on a monthly basis. Compensation will be made by the CITY within thirty days after receipt of written invoices from the CONTRACTOR. Invoices will list the service(s) performed, dates service(s) were performed, hours worked and cost per hour. CONTRACTOR will provide two (2) armed and uniformed guards each with an appropriate prisoner transport vehicle (all vehicle expenses included) from 2200 hours to 0400 hours (hours may be adjusted depending on need) on Friday and Saturday nights. CONTRACTOR will provide two (2) additional armed and uniformed guards each with an appropriate prisoner transport vehicle (all vehicle expenses included) from 2200 hours to 0400 hours (hours may be adjusted depending on need) approximately one time per month. The CITY will provide the CONTRACTOR the dates when the additional two (2) armed and uniformed guards will be required at a minimum of two (2) weeks prior to the time needed. CONTRACTOR will be compensated at the rate of twenty-seven dollars ($27.00) per hour per armed guard with vehicle (all vehicle expenses included in hourly rate) for days and hours described above. Contractor will not be compensate for per armed guard with vehicle drive time to or from the Contractor's principal place of business, or other location outside the limits of the City of Carlsbad to or from the City of Carlsbad "City limits" ("Travel City Attorney Approved Version #04.01.02 10 Time"). Contractor will be compensated at the rate of twenty-seven dollars per ($27.00) hour per armed guard with vehicle (all vehicle expenses included in hourly rate) for time other than Travel Time or the days and hours described above. 2. SERVICES TO BE PROVIDED BY THE CONTRACTOR CONTRACTOR will fulfill all of the following requirements. 2.1 The CONTRACTOR will maintain an office within the County of San Diego, staffed 24 hours per day. Staffing will include supervisory personnel with authority to implement any special requirements as they arise. 2.2 The CONTRACTOR will meet all State, City, and County requirements for licensing of a security guard company and comply with all of the state labor requirements. 2.3 The CONTRACTOR will provide security guards for Carlsbad Police Department requests. Guards will be armed, fully equipped and in complete uniform. 2.4 In the performance of their duties, the CONTRACTOR will document and submit written reports of all Post activity incidents. 2.5 Guard logs, payroll logs, release-of-custody forms and station custody logs are to be delivered as directed by Post Orders. 2.6 Incidents such as prisoner escape, fire, theft, vandalism and accidents involving a prisoner will be reported immediately to the Carlsbad Police Department Watch Commander, with investigation and follow-up reports to be filed with the Operations Division Captain the following business day. 3. ITEMS TO BE PROVIDED BY THE CONTRACTOR 3.1 Guard uniforms 3.2 Guard logs, loose leaf Post and supervisor's records and necessary phone numbers 3.3 Binders for guard logs and forms 3.4 Access control sign-in-forms 3.5 Flashlights and clip boards for all sites 3.6 Radios, cellular phones or pagers 3.7 Guard post order and hospital rules and regulations 3.8 Weapons 3.9 Prisoner restraint gear including, but not limited to soft restraints, handcuffs and leg chains with locks and keys. 3.10 Custody transport vehicles (equipped with prisoner security equipment and identified with company markings) assigned to Carlsbad Police. City Attorney Approved Version #04.01.02 11 3.11 All maintenance and fuel needed for custody transport vehicles. 4. SECURITY GUARD QUALIFICATIONS AND REQUIREMENTS 4.1 Minimum Standards for Transportation Officers: • Valid Permanent California Guard Card • Minimum Age of 21 Years Old • Ability to articulate and write English clearly • Successful U.S. Department of Justice Background clearance. (In order to receive background clearance, CONTRACTOR will provide a completed background packet for each assigned employee to the Carlsbad Police Department for review as stated in Item 5.5 below.) • Possession of a Valid California Driver's License (C.D.L.) • Good health • Penal Code 832 training 4.2 CONTRACTOR(s) will provide in writing to the Carlsbad Police Department Operations Division Captain the following information on each guard and supervisor to be assigned to Carlsbad Police Department's duties and posts: Full Legal Name (including maiden name) Date of Birth California Driver's License Number Social Security Number Home Address and Telephone Number Copies of: California Driver's License, Social Security Card, Consumer Affairs Guard Card, and any Weapons Cards. • Complete background package (performed by CONTRACTOR) 4.3 All on-duty guards will be: Awake and alert Punctual Neat and clean Sober (Alcohol and drug free) Fluent in English (both written and spoken) Able to perform required duties. 4.4 All staff assigned by the CONTRACTOR to perform under this Agreement will be deemed acceptable to the Chief of Police upon determination of acceptability. An offer of acceptability will be based on the following: successful completion of a comprehensive background check conducted by the Carlsbad Police Department, periodic review of performance, work history and suitability to job, and the possession of all City Attorney Approved Version #04.01.02 12 required information and documents (as stated in 5.2). 4.5 The Carlsbad Police Department will have the right to conduct polygraph and or psychological examinations on any person at any time. 4.6 The Carlsbad Police Department will have the right to conduct drug and/or alcohol testing on any person at any time. 5. TRAINING 5.1 Training is the sole responsibility of the CONTRACTOR. 5.2 Additional training will include but is not be limited to: Escape procedures Life safety procedures Report writing Incident response In-custody prisoner/detainee handling and transporting 5.3 The CONTRACTOR will provide the Carlsbad Police Department Operations Division Captain written notice of training completion for each new guard. A copy of the current training information (manuals, videos, etc.) will be forwarded to the Operations Division Captain as necessary for review and will be maintained by the Carlsbad Police Department. 6. SUPERVISION The CONTRACTOR will have a 24-hour supervisor with the authority to contractually bind the CONTRACTOR in scope and administrative matters that may arise during the contract period. The CONTRACTOR will provide, in writing to the Carlsbad Police Department Operations Division Captain, a statement indicating the authority vested in the supervisor. The supervisor will direct, schedule, and coordinate all transportation officers and their functions to completely accomplish the work as required by the specifications of this contract. The supervisor will be responsible for discipline and conduct of all guard staff. He/She will be available by pager/cellular phone for consultation with the Carlsbad Police Department staff as needed. Supervision of guards provided pursuant to this Agreement will be at the CONTRACTOR'S sole expense. 7. POST ORDERS The CONTACTOR will write and maintain Post Orders as needed. The Post Orders may be reviewed by the Carlsbad Police Department's Operations Division Captain or Watch Commander for approval. Upon approval, a copy of the Post Orders will be filed with the Operations Division Captain within City Attorney Approved Version #04.01.02 13 thirty (30) days of receipt of notice to proceed. A copy of the approved Post Orders will be approved by the Carlsbad Police Department Operations Division Captain before implementation. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 14 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT &gj{^^ ss. State of California County of 3CVO On. Dale personally appeared 2QX>. before me, »S \- JOSJEPVA Name and rule of Officer (e.g., "Jane Doe, Notary Public') PUBLIC. Name(s) of Signerts) -O"personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature* Notary Public Though (fie information betow is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. OPTIONAL ascription of Attached Document Title orType of Document: Document Date:. Number of Pages: Signer(s) Other Than Named Above:. Capacity(ies) Claimed by Signer Signer's Name: Q Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:_ Top of thumb here K2@3SS$e*S§iSe@>£8i^^ e 1999 National Notary Association • 9350 Do Solo Ave.. P.O. Box 2402 • Cfialsworfh, CA 91313-2402 • wviw.nalionalnotary.org Prod. No. 5907 Reorder Call Toll-Free 1-800-«76-«827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT &e<Sas6S&g!S8e@S@fe^^ State of California County of SftO ss. before me, (^uetSTOPvw Name and rule of Officer (eg.. 'Jane Doe, Notary Public") Nameisi of Signer(s) 0 personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. --*Signature <* Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of-Qocument: Document Date: ^v Signer(s) Other Than Named . Number of Pages:. Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator O Other: Signer Is Representing:, Top of Ihumb here O 1999 National Notary Association • 9350 De Solo Ave.. P.O. Box 2402 • Chatswortti. CA 91313-2402 • vnvw.nationalnolary.org Proa. No. 5907 Reorder: Call Ton-Free '-800-876-6827 AGREEMENT FOR PRISONER TRANSPORTATION SERVICES NATIONAL PUBLIC SAFETY SECURITY SERVICES, INC. .THIS AGREEMENT is made and entered into as of the _ day of by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and National Public Safety Security Services, Inc., a California corporation with its principal location at 892 East Madison Avenue, El Cajon, CA 92020, and operating as private patrol operator under the name of National Public Safety, a California licensed security service company ("Contractor"). RECITALS A. City requires the professional services of a private security company that is experienced in providing private personal security services that includes armed and secured prisoner transportation services to designated Custodial Facilities (as that phrase is defined in Exhibit A) for persons detained by or who are in custody of Carlsbad Police Department. B. Contractor has the necessary experience in providing professional services related to the lawful handling, armed and secured transportation and delivery of persons in custody to a designated Custodial Facility for post-arrest and detainment processing. C. Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work in a professional manner. 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 lawful, 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 (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed thirty- seven thousand, five hundred and eight-four dollars ($37,584) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City City Attorney Approved Version #04.01.02 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 Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-even thousand, five hundred and eight-four dollars ($37,584). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". 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. City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify 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 Services 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-:V". 10.1 Coverages 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. City Attorney Approved Version #04.01.02 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. 10.1.4 Professional Liability. Erroro and omieeionc liability appropriato to- Guiilidilur's profession with limito of not Icoo than $1,000,000 por olaim. Covorago muot be maintained for a period of fivo yoaro following tho dato of oomplotion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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. 10.2.4 City reserves the right to raise the minimum insurance requirements annually. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 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 coverage. 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 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. City Attorney Approved Version #04.01.02 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 Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The names of the persons who are authorized to give or receive written notices on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name: Michael Shipley Name: Doug Frost Title: Captain Title: President Department: Police Address: 892 E. Madison Ave. City of Carlsbad El Cajon, CA 92020 Address: 2560 Orion Way Phone No.: (619) 401-9431 Carlsbad, CA 92010 Phone No. (760)931-2218 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version #04.01.02 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 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. City Attorney Approved Version #04.01.02 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 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 seq.. 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 City Attorney Approved Version #04.01.02 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 nor 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. 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. 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. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 8 CONTRACTOR sjorThere) ^rpsr, Fr€$iderrt CITY OF CARLSBAD, a municipal corporation of the State of California Bv: ^^h^^~City Manager or Moyor » (print name/title) flgrtiona 1 pubi (e-mail address) If required by City, proper notary 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: City Attorney City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES 1. OVERVIEW "Contact Transportation Officers" will be assigned by the Carlsbad Police Department on an "as-required" basis to provide armed transportation services for prisoners to the Vista Detention Facility, Las Colinas Detention Facility, George Bailey Detention Facility, Central Detention Facility (downtown San Diego), County Mental Health (San Diego), San Luis Rey Hospital, Tri-City Medical Center, Juvenile Hall (San Diego), Polinsky Children's Center, United States Border Patrol Station south of San Clemente, California and Casa De Amparo, or other penal, medical or mental health facilities in San Diego County as designated or determined by the Carlsbad Police Department (collectively referred to as "Custodial Facility"). CONTRACTOR shall work closely with the CITY in performing its work in accordance with this Agreement in order to receive clarification as to the results which the CITY expects to accomplish by CONTRACTOR. CONTRACTOR will be compensated for services under this Agreement on a monthly basis. Compensation will be made by the CITY within thirty days after receipt of written invoices from the CONTRACTOR. Invoices will list the service(s) performed, dates service(s) were performed, hours worked and cost per hour. CONTRACTOR will provide two (2) armed and uniformed guards each with an appropriate prisoner transport vehicle (all vehicle expenses included) from 2200 hours to 0400 hours (hours may be adjusted depending on need) on Friday and Saturday nights. CONTRACTOR will provide two (2) additional armed and uniformed guards each with an appropriate prisoner transport vehicle (all vehicle expenses included) from 2200 hours to 0400 hours (hours may be adjusted depending on need) approximately one time per month. The CITY will provide the CONTRACTOR the dates when the additional two (2) armed and uniformed guards will be required at a minimum of two (2) weeks prior to the time needed. CONTRACTOR will be compensated at the rate of twenty-seven dollars ($27.00) per hour per armed guard with vehicle (all vehicle expenses included in hourly rate) for days and hours described above. Contractor will not be compensate for per armed guard with vehicle drive time to or from the Contractor's principal place of business, or other location outside the limits of the City of Carlsbad to or from the City of Carlsbad "City limits" ("Travel City Attorney Approved Version #04.01.02 10 Time"). Contractor will be compensated at the rate of twenty-seven dollars per ($27.00) hour per armed guard with vehicle (all vehicle expenses included in hourly rate) for time other than Travel Time or the days and hours described above. 2. SERVICES TO BE PROVIDED BY THE CONTRACTOR CONTRACTOR will fulfill all of the following requirements. 2.1 The CONTRACTOR will maintain an office within the County of San Diego, staffed 24 hours per day. Staffing will include supervisory personnel with authority to implement any special requirements as they arise. 2.2 The CONTRACTOR will meet all State, City, and County requirements for licensing of a security guard company and comply with all of the state labor requirements. 2.3 The CONTRACTOR will provide security guards for Carlsbad Police Department requests. Guards will be armed, fully equipped and in complete uniform. 2.4 In the performance of their duties, the CONTRACTOR will document and submit written reports of all Post activity incidents. 2.5 Guard logs, payroll logs, release-of-custody forms and station custody logs are to be delivered as directed by Post Orders. 2.6 Incidents such as prisoner escape, fire, theft, vandalism and accidents involving a prisoner will be reported immediately to the Carlsbad Police Department Watch Commander, with investigation and follow-up reports to be filed with the Operations Division Captain the following business day. 3. ITEMS TO BE PROVIDED BY THE CONTRACTOR 3.1 Guard uniforms 3.2 Guard logs, loose leaf Post and supervisor's records and necessary phone numbers 3.3 Binders for guard logs and forms 3.4 Access control sign-in-forms 3.5 Flashlights and clip boards for all sites 3.6 Radios, cellular phones or pagers 3.7 Guard post order and hospital rules and regulations 3.8 Weapons 3.9 Prisoner restraint gear including, but not limited to soft restraints, handcuffs and leg chains with locks and keys. 3.10 Custody transport vehicles (equipped with prisoner security equipment and identified with company markings) assigned to Carlsbad Police. City Attorney Approved Version #04.01.02 11 3.11 All maintenance and fuel needed for custody transport vehicles. 4. SECURITY GUARD QUALIFICATIONS AND REQUIREMENTS 4.1 Minimum Standards for Transportation Officers: • Valid Permanent California Guard Card • Minimum Age of 21 Years Old • Ability to articulate and write English clearly • Successful U.S. Department of Justice Background clearance. (In order to receive background clearance, CONTRACTOR will provide a completed background packet for each assigned employee to the Carlsbad Police Department for review as stated in Item 5.5 below.) • Possession of a Valid California Driver's License (C.D.L.) • Good health • Penal Code 832 training 4.2 CONTRACTOR(s) will provide in writing to the Carlsbad Police Department Operations Division Captain the following information on each guard and supervisor to be assigned to Carlsbad Police Department's duties and posts: • Full Legal Name (including maiden name) • Date of Birth • California Driver's License Number • Social Security Number • Home Address and Telephone Number • Copies of: California Driver's License, Social Security Card, Consumer Affairs Guard Card, and any Weapons Cards. • Complete background package (performed by CONTRACTOR) 4.3 All on-duty guards will be: • Awake and alert • Punctual • Neat and clean • Sober (Alcohol and drug free) • Fluent in English (both written and spoken) • Able to perform required duties. 4.4 All staff assigned by the CONTRACTOR to perform under this Agreement will be deemed acceptable to the Chief of Police upon determination of acceptability. An offer of acceptability will be based on the following: successful completion of a comprehensive background check conducted by the Carlsbad Police Department, periodic review of performance, work history and suitability to job, and the possession of all City Attorney Approved Version #04.01.02 12 required information and documents (as stated in 5.2). 4.5 The Carlsbad Police Department will have the right to conduct polygraph and or psychological examinations on any person at any time. 4.6 The Carlsbad Police Department will have the right to conduct drug and/or alcohol testing on any person at any time. 5. TRAINING 5.1 Training is the sole responsibility of the CONTRACTOR. 5.2 Additional training will include but is not be limited to: • Escape procedures • Life safety procedures • Report writing • Incident response • In-custody prisoner/detainee handling and transporting 5.3 The CONTRACTOR will provide the Carlsbad Police Department Operations Division Captain written notice of training completion for each new guard. A copy of the current training information (manuals, videos, etc.) will be forwarded to the Operations Division Captain as necessary for review and will be maintained by the Carlsbad Police Department. 6. SUPERVISION The CONTRACTOR will have a 24-hour supervisor with the authority to contractually bind the CONTRACTOR in scope and administrative matters that may arise during the contract period. The CONTRACTOR will provide, in writing to the Carlsbad Police Department Operations Division Captain, a statement indicating the authority vested in the supervisor. The supervisor will direct, schedule, and coordinate all transportation officers and their functions to completely accomplish the work as required by the specifications of this contract. The supervisor will be responsible for discipline and conduct of all guard staff. He/She will be available by pager/cellular phone for consultation with the Carlsbad Police Department staff as needed. Supervision of guards provided pursuant to this Agreement will be at the CONTRACTOR'S sole expense. 7. POST ORDERS The CONTACTOR will write and maintain Post Orders as needed. The Post Orders may be reviewed by the Carlsbad Police Department's Operations Division Captain or Watch Commander for approval. Upon approval, a copy of the Post Orders will be filed with the Operations Division Captain within City Attorney Approved Version #04.01.02 13 thirty (30) days of receipt of notice to proceed. A copy of the approved Post Orders will be approved by the Carlsbad Police Department Operations Division Captain before implementation. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #04.01.02 14 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 3C\O Name(s) of Signer(s) -PTpersonally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title orTy^e of Document: Document Date:. Number of Pages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:_ iii§ © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • vmw.nationalnotary.org Prod. No. 5907 Reorder: Call Toil-Free 1-800-876-6627 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of SflO ss. 'ZOOC* before me,gW30/" Date personally appeared _ Name and Title of Officer (e.g., "Jane Doe, Notary Public") Name(s) of Signer(s) 0 personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document \ Title or Type of-Qocument: Document Date: \^ Signer(s) Other Than Named Above: . Number of Pages:. Capacity(ies) Claimed by Signer Signer's Name:RIGHT THUPBPRINT OF SIGNER D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney-in-Fact G Trustee D Guardian or Conservator D Other: © 1999 National Notary Association -9350 De Soto Ave.. P.O. Box 2402 • Chatsworth, CA 91313-2402 •www.nationainotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 II WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Michael Shipley, Police Department November 17, 2006 (Name and Department) Date Proposed modification(s) to the Professional Lia. requirement(s) for National Public Safety, Inc. (Type of insurance) (Name of contract) I I Reduce coverage to the amount of: 1X1 Waive coverage D Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) I [Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product, [explain] I [Significance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain: include number of candidates RFP sent to and number responded if applicable] [^Contract Amount/Term of Contract: $ . Work will be completed over a period of [[^Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. I [Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): There is no professional product Approved by Risk Manager for this contract only: (Signature) (Date) H:\WORD\lnsurance\Admin Order #68 waiver modify insurance requirements.doc