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HomeMy WebLinkAboutC-2712100 -10 C- 1 -712 -� AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR THE OPERATION OF THE ARCADIA POLICE DEPARTMENT'S TYPE 1 JAIL FACILITY WITH G4S SECURE SOLUTIONS (USA), INC. This Amendment No. 1 ( "Amendment No. 1") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and G4S Secure Solutions (USA), Inc., a Florida Corporation, with respect to that certain Professional Services Agreement between the parties dated July 1, 2012 ( "the Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement is amended by extending the term to July 1, 2014, through June 30, 2015 ( "Extended Term "). 2. Section 3.3.1 of the Agreement is amended to provide that the total compensation for the Extended Term July 1, 2014, through June 30, 2015, shall not exceed Two Hundred Fifty Thousand Two Hundred Three Dollars ($250,203.00), as reflected in the attached Exhibit "C ". 3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. [SIGNATURES ON NEXT PAGE] In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA Dominic Lazzare City Manager ATTEST. 'Jm6m,�Ah. 0 - �"- City k Stephen P. Deitsch City Attorney G4S SECURE SOLUTIOM (USA), INC. Keith Boles General Manager, Los ng�eles Area Office Date: ki I l r Mark Tsuji Vice Presid Date: �., e CONCUR Rob ne C of of P i ce ce Exhibit "C" COMPENSATION The Agreement is amended to provide that the total compensation for the Extended Term, from July 2, 2014, through June 30, 2015, shall not exceed Two Hundred Fifty Thousand Two Hundred Three Dollars ($250,203.00), as approved in the Police Department FY 2014 -15 Operating Budget. The contract price reflects a 2.5% increase to accommodate an increase to the jail staffs hourly wage. C- 2 //;-- CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING OPERATION OF THE ARCADIA POLICE DEPARTMENT'S TYPE 1 JAIL FACILITY 1. PARTIES AND DATE. This Professional Services Agreement Regarding Operation of the Arcadia Police Department's Type I Jail Facility is made effective the 1st day of July, 2012 ( "Effective Date ") by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and G4S Secure Solutions (USA) Inc., a Florida Corporation with its principal California place of business at 4929 Wilshire Blvd., Suite 601, Los Angeles, California 90010 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Type I Jail Facilities Operations to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Type I Jail Facilities Operations project ( "Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Type I jail facilities operations, including, but not limited to, receiving, processing, detaining, monitoring, transporting and /or releasing adults and juveniles arrested or detained by officers of the Arcadia Police Department, and performing other related duties as outlined in the Arcadia Police Department Manual and the Arcadia Police Department Jail Manual, as necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this BBK - 5/2012 24347.00005\7398765.4 Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. To the extent that any provisions of Exhibit "A" and this Agreement conflict, this Agreement shall govern. 3.1.2 Term. The term of this Agreement shall commence on the Effective Date and shall terminate at midnight on July 1st, 2014, unless earlier terminated or extended as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.1.3 Term Extension. This Agreement may be extended by mutual agreement of the Parties on a year -by -year basis for a maximum of three (3) one (1) year additional terms. If such option is exercised, the terms and conditions quoted herein (with the exception of pricing) are to remain firm for the term extension(s) of this Agreement. Any adjustments to pricing shall be agreed to by the Parties in writing prior to the commencement of any term extension(s). 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference (any and all references in Exhibit "B" to "G4S" shall be one the same as "Consultant" as defined in this Agreement). Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. BBK - 5/2012 24347.00005\7398765.4 2 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Mark Tsuji, Keith Boles, Jason Ayala, Camille Bangayan, Rod Natale. 3.2.5 City's Representative. The City hereby designates the Chief of Police, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Mr. Keith Boles, or his designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to BBK - 5/2012 24347.00005 \7398765.4 correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all CaVOSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.9.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant's policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against BBK - 5/2012 24347.00005\7399765.4 4 claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured with proof of certificate of insurance that they are an additional insured. Consultant's naming of the City, its directors, officials, officers, employees and volunteers as additional insureds on its liability policies pursuant to this Agreement shall afford coverage only for the negligent acts, omissions, or willful misconduct of Consultant and shall in no event be construed for any purpose so as to make Consultant or the issuer of such policies liable for the negligent acts, omissions, or willful misconduct of City, its directors, officials, officers, employees, agents and volunteers. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability. Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability. Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability. $5,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $5,000,000. (2) Automobile Liability. $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations to the extent of Consultant's indemnity obligations under written Agreement, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an BBK - 5/2012 24347.00005 \7398765.4 5 unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Consultant's naming of the City, its directors, officials, officers, employees and volunteers as additional insureds on its liability policies pursuant to this Agreement shall afford coverage only for the negligent acts, omissions, or willful misconduct of Consultant and shall in no event be construed for any purpose so as to make Consultant or the issuer of such policies liable for the negligent acts, omissions, or willful misconduct of City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be in excess of the Consultant's insurance and shall not be called upon to contribute with it in any way, except that it will contribute to it in relation to the negligent acts, omissions, or willful misconduct of the City, its directors, officials, officers, employees, agents and volunteers. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers. Consultant's naming of the City, its directors, officials, officers, employees and volunteers as additional insureds on its liability policies pursuant to this Agreement shall afford coverage only for the negligent acts, omissions, or willful misconduct of Consultant and shall in no event be construed for any purpose so as to make Consultant or the issuer of such policies liable for the negligent acts, omissions, or willful misconduct of City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be in excess of the Consultant's insurance and shall not be called upon to contribute with it in any way, except that it will contribute to it in relation to the negligent acts, omissions, or willful misconduct of the City, its directors, officials, officers, employees, agents and volunteers. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy, to the extent of Consultant's indemnity obligation under this Agreement, which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after prior written notice to City, in accordance with the policy provisions, by certified mail, return receipt requested of cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non- payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to the City.; and (B) sax - 5/2012 24347.00005\7398765.4 any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested, subject to the policy terms, conditions and exclusions. Copies of all certificates and endorsements must be received and approved by the City before work commences. Consultant shall provide copies of declaration pages of policies upon request. 3.2.10.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and fife saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. BBK - 5/2012 24347.0000517398765.4 7 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference (any and all references in Exhibit "C" to "G4S" shall be one the same as "Consultant' as defined in this Agreement). The total compensation shall not exceed Two Hundred Forty -Four Thousand Eighty -One Dollars AND Ninety -Four Cents ($244,081.94) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours, upon reasonable notice, to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall 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. BBK - 5/2012 24347.00005\7398765.4 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. Either Consultant or City may, by written notice to the other Party, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to the other Party of such termination, and specifying the effective date thereof, at least ninety (90) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: G4S Secure Solutions (USA) Inc. 4929 Wilshire Blvd, Suite 601 Los Angeles, CA 90010 Attn: Mr. Keith W. Boles, General Manager City of Arcadia Police Department 250 West Huntington Drive Arcadia, CA 91066 -6021 Attn: Chief of Police Such notice shall be deemed made when personally delivered or when mailed, forty - eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and BBK - 5/2012 24347.00005\7398765.4 9 addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, BBK - 5/2012 24347.00005\7398765.4 10 including wrongful death, in any manner arising out of or incident to any acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of this Agreement and rising to a level of legal liability, including without limitation the payment of all reasonable attorney's fees and other directly related costs and expenses, and including all damage awards made by a court of competent jurisdiction; provided, however, Consultant shall in no way be liable for the acts, omissions, negligence, or willful misconduct of the City, its officials, officers, employees, volunteers, agents, or prisoners, or any acts or omissions of Consultant when such actions are directed by City, its officials, officers, employees, volunteers, or agents, or otherwise directed by City's written policies and procedures. Consultant shall defend with Legal Counsel jointly agreed upon by both Consultant and City, at Consultant's own cost and expense, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers, subject to the aforementioned limitations. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Consultant's performance of this Agreement; except to the extent that liability is caused by any acts, omissions, negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all reasonable legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity provided herein. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement and shall cease upon termination of this Agreement (except for occurrences during performance of this Agreement). 3.5.5.2 To the fullest extent permitted by law, City shall defend, indemnify and hold Consultant, its officers, officials, directors, shareholders, employees, consultants, contractors and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions, negligence or willful misconduct of City or when Consultant's acts or omissions are directed by City, its officials, officers, employees, volunteers, or agents or otherwise directed by City's written policies and procedures. City shall defend with Legal Counsel jointly agreed to by both Consultant and City, at City's own cost and expense, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Consultant, its officers, officials, directors, shareholders, employees, or agents. City shall pay and satisfy any judgment, award or decree that may be rendered against Consultant or its officers, officials, directors, shareholders, employees, or agents, in any such suit, action or other legal proceeding arising from Consultant's acts or omissions when Consultant's acts or omissions are directed by City, its officials, officers, ssx - 5/2012 24347.0000517398765.4 employees, volunteers, or agents or otherwise directed by City's written policies and procedures. 3.5.5.3 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon one Party receiving written notice from the other Party requesting a defense due to the making of any claim or demand against the Party, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not the other Party has been named in the claim or lawsuit. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction: References: Caotions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Parry. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. BBK - 5/2012 24347.0000517398765.4 12 3.5.13 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the BBK - 5/2012 24347.00005 \7398765.4 13 Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on Following Page] BBK - 512012 24347.00005 \7348765.4 14 In witness whereof the parties have executed this Professional Services Agreement Regarding Operation of the Arcadia Police Department's Type I Jail Facility on the date set forth below. CITY OF ARCADIA Dominic Laz City Manager Dated: —�2 IZ , 2012 A' City APPROVED AS TO FORM: Stephen P. Deitsch City Attorney BBK - 512012 24347.00005\7398765.4 15 G4S SECURE SOLUTIONS (USA) INC. ith Boles Peneral Manager Los Angeles Area Off' Dated: , 2012 CONCUR: Chief o 1 EXHIBIT "A" SCOPE OF SERVICES SUMMARY The Arcadia Police Department's Type I Jail Facility is located at the Arcadia Police Department, 250 W. Huntington Drive, Arcadia, CA. The facility consists of 20 beds, three holding cells, and two sobering cells. The facility is staffed twenty -four hours per day, seven -days per week, and 365 per days year. II. GENERAL INFORMATION The services provided by the Consultant shall comply with all applicable Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect, hereafter affected or implemented as applicable to Type I Jail Facilities in the future. Services are to include all required supervision, labor, clothing, associated equipment and material needed to effectively and efficiently perform all duties required of a Type I Jail Facility including, but not limited, to any mandatory staff training. Consultant must be duly licensed in accordance with all security industry requirements for the State of California. Custody Officer services shall be provided seven -days per week, twenty -four hours per day, and 365 days per year. III. PROJECT INTENT The service provided under these specifications shall be of the highest possible caliber. Consultant's personnel shall be qualified, professional and supervised by knowledgeable, attentive management, who shall be available on a twenty -four hour, seven -day a week basis. The Consultant shall pay particular attention to its procedures for hiring, training, and providing directions to the individual Custody Officers assigned to the City. IV. ARCADIA POLICE TYPE I JAIL FACILITY OPERATIONS The Custody Officers' responsibilities are to include, but are not limited to, receiving, processing, detaining, monitoring, transporting and/or releasing adults and juveniles arrested or detained by officers of the Arcadia Police Department, and performing other related duties as outlined in the Arcadia Police Department Manual and the Arcadia Police Department Jail Manual. These specifications are intended for uniformed, unarmed, and commissioned or non - commissioned Custody Officers to be provided at the Arcadia Police Department's Type I Jail Facility on a seven -day per week, twenty-four hour per day schedule. CONSULTANT RESPONSIBILITY Consultant will be responsible for, but not limited to the following: V. STAFFING REQUIREMENTS A. Supervisor: The Consultant shall designate one (1) Custody Officer position as the Supervisor. The responsibilities of this position shall include direct supervision of custody personnel and the coordination of custody operations and training on all shifts. In addition, the position is responsible for scheduling, record keeping, safety and equipment inspections, facility inspections by governing entities and enforcement of all applicable Local, Federal and State laws, Department policies and mandates. The City's representative must approve of all persons initially selected to fill this position and all future Supervisor positions prior to their commencing work on- site. The Supervisor must be able to perform the duties of the Custody Officer and possess a working knowledge of the laws governing the operation of a Type I Jail Facility. The Supervisor must have a minimum of three years of prior experience with a similar facility. 24347.00005 \7398765.4 Exhibit A B. Custody Officer: The Custody Officer shall either be a graduate of an accredited college or university with a degree and concentration in criminal justice, police science, or security administration or meet at least one of the following qualifications: • Former Public Law Enforcement • Former Federal Law Enforcement • Police Academy Graduate • Former Military Police • Former Corrections Officer • Former Elite Military Forces and related Combat Arms The Custody Officer shall: 1. Be either commissioned or non - commissioned in the State of California 2. Be at least 21 -years of age 3. Have a High School Diploma/GED 4. Have a valid California Class C driver's license 5. Must meet all minimum screening and background checks required for Custody Officers 6. Must complete required training and orientation mandated in this agreement for Custody Officers 7. Be First Aid and CPR trained and qualified 8. Have good written and oral communication skills 9. Be able to prepare written and/or computer -based daily logs and reports of incidents that have taken place 10. Be responsible for prisoner tracking and booking information 11. Have a professional appearance similar to sworn officers in accordance with the Arcadia Police Department manual 12. Be physically able to perform all aspects of the assignment 13. Provide favorable references from previous employers 14. Have an acceptable prior military check of DD form 214 (if applicable) 15. Have a current social security card 16. Have a current green card (if applicable) 17. Be willing to take a drug test at any time and pass 18. Personnel to be considered for Custody Officer service shall receive an initial screening and background check by Consultant at no additional charge to the City. Selection of Custody Officer personnel shall include consideration of character traits, motivation, and ability to perform the mental and physical tasks normally required of Custody Officer personnel 19. After thorough screening and interviewing by the Consultant, the applicant shall be interviewed by a representative of the City, and the City will have final approval of personnel initially assigned to the City and any /all future Custody Officer positions resulting from a vacancy 20. Consultant shall institute a procedure for performing background checks. The following are the minimum requirements that must be met and written documentation provided to the City. All information, documentation, testing, certification, etc. is to be conducted and provided at no cost to the City of Arcadia Police Department. By responding to this Request for Proposal you agree to absorb any /all costs associated with these requirements. a. Employment/Qualifications Verification: Conduct a seven (7) year employer background check to verity the applicant was not terminated for other than honorable circumstances and verify any periods of unemployment. b. Education: Conduct a review of the schools attended by the applicant to verify completed educational level. Validate all references made to completing an "Equivalency Test" for High School level. 24347.00005\7398765.4 Exhibit A C. Drugs: Conduct a drug screening test to verify non -usage of drugs. Applicants who are narcotics offenders or use dangerous drugs or use alcohol to an excessive degree will be disqualified. d. Reference Check: Conduct a minimum of two personal reference checks. e. DMV Check: Verify that the applicant has a driving record that reflects reasonable care and judgment. There should be no convictions for moving violations showing disregard for public safety. f. Criminal History: Conduct a local criminal history check to verify the applicant has no felony convictions. Additionally, the applicant must pass the Live Scan finger printing process. g. Wants and/or Warrants: Applicant must be clear of any outstanding warrants, any prior felony arrests and any crime involving moral turpitude within seven (7) years preceding the date of the application. The applicant may not be on probation or parole for any offense. h. Credit Check: Conduct a standard credit check to determine financial responsibility and interview all raters who have given a negative review. i. Psychological Review: All Custody Officers must be found to be free from any emotional or mental condition which might adversely affect the exercise of their duties as determined by a licensed psychologist who has a doctoral degree in psychology and at least five years of postgraduate experience in the diagnosis and treatment of emotional and mental disorders. The Custody Officer must be found to be free from job - relevant psychopathology, including personality disorders, and a minimum of two objectively scored psychological tests must be used to assess psychological suitability, one normed in such a manner as to identify patterns of abnormal behavior and the other geared toward assessing dimensions of normal behavior. A clinical interview is also required if the test results are inconclusive or suggest that the candidate should be disqualified. 21. The results of background checks must be furnished to the City representative at least 24- hours prior to the time the applicant is sent for interview. 22. No Custody Officer working for the Consultant will be allowed to work at the City's Jail Facility unless he /she is approved by the City. Consultant shall submit and maintain a list of all employees that have been cleared and are, or will be, assigned to the Arcadia Police Department's Type I Jail Facility. Consultant must provide the names of all employees who will be on site on a daily basis and the names of at least two (2) employees who will fill any potential vacancies regardless of the reason for the absence or vacancy. Employment applications for each employee will also be submitted to the City. In addition, Consultant shall maintain the availability of at least two (2) additional trained officers for temporary deployment when needed to fill any vacancy within two hours. The City is not responsible for any potential "on- call" costs. 23. Custody Officer personnel shall be trained, uniformed and supervised. Consultant shall provide the uniform and all other items of clothing and apparel as required. Uniforms are to be at City's election. 24. Upon termination of a Custody Officer, all keys, fobs, identification badges, gate remotes, and parking passes will be recovered from such Custody Officer by Consultant. All items belonging to the City will be turned in immediately upon termination and not be re- issued to any other employees. 25. If awarded this contract you agree to remove immediately, all employees, at any location, who fail to follow established Department or State procedures and/or who are deemed by the City to be unfit to perform assigned tasks. VI. TRAINING The law requires privately operated Jails to train personnel in accordance to the training standards established by regulations adopted by the CSA (Corrections Standards Authority) as set forth in Subchapter 1 (commencing with Section 100) of Chapter 1, Division 1, of Title 15 CCR, Standards and Training for Corrections (STC). Proof of such training must be provided upon request. 24347.00005 \7398765.4 Exhibit A A. Supervisor: The Supervisor shall complete all training requirements, as outlined in Title 15, Article 3. TRAINING, PERSONNEL, AND MANAGEMENT, Section 1021. Additionally, the Supervisor shall receive 24 -hours of STC refresher training on an annual basis. The Supervisor shall also receive the Incident Command System 200 and 800 training. B. Custody Officer: Custody Officer shall complete all training requirements, as outlined in Title 15, Article 3. TRAINING, PERSONNEL, AND MANAGEMENT, Section 1020. Corrections Officer Core Course. Additionally, Custody Officer shall receive 24 -hours of STC refresher training, on an annual basis. The Custody Officer shall also receive the Incident Command System 200 and 800 training. Moreover, upon employment, in addition to maintaining First Aid and CPR certification for all Custody Officers, Consultant shall provide, at its own expense, a City approved Initial Training program consisting of approximately 50 -hours of instruction material taken from the Arcadia Police Department Jail Manual plus sufficient on -going training to ensure Custody Officers remain up -to -date with changes in custody operations and safety issues. The general categories of instruction shall include: 1. Orientation to the City of Arcadia Police Department 2. Operation liabilities 3. Minimum standards 4. Classification and segregation of inmates 5. Emergency procedures 6. Suicide prevention 7. Fire safety 8. Transportation of prisoners 9. Booking and release procedures, which include Live scan 10. Security and control 11. Reports and data entry 12. Handling confidential information 13. Court testimony 14. Sexual Harassment 15. Violence in the Workplace 16. All Custody Officers shall complete eight hours of specialized training required by Title 15 and Title 24, California Code of Regulations. Such training shall include, but not be limited to: a. Applicable minimum Jail standards b. Jail operations liability c. Inmate segregation d. Emergency procedures and planning e. Suicide prevention a. Such training shall be completed as soon as practical, but in any event not more than six months after the date of assigned responsibility. Eight hours of refresher training shall be completed once every two (2) years. In accordance with the initial training, Consultant will continue to provide on -going training. All necessary training will be provided at Consultant's expense. The Supervisor shall record and retain a copy of each employee's training record on site for inspection by the City's representative. VII. SCHEDULING REQUIREMENTS 1. The Consultant must maintain at all times, an adequate number of qualified personnel to perform the Custody Officer requirements. Consultant will fill any absence or vacancy immediately to ensure that minimum staffing is retained at all times. 2. The Consultant is required to provide additional staffing for events such as checkpoints, special holidays, etc. as requested on an as needed basis. The exact hours and shifts shall be determined by the City and reported to the Consultant. Sufficient notice shall be given to the Consultant to allow for the appropriate scheduling. 24347.0000517398765.4 Exhibit A 3. Consultant agrees to staff the Arcadia Police Department Type I Jail Facility with qualified, unarmed, uniformed, and trained personnel sufficient to maintain staffing year - round, 24 -hours per day, seven -days per week, and 365 -days per year. Specific schedules will be determined by the needs of the City. 4. Consultant will provide adequate staffing to facilitate the booking, housing, transportation, and other associated tasks that go along with processing the aforementioned volume of inmates. 5. Consultant shall provide one female jailer in the early mornings on graveyard shift, or as requested by the City. Vlll. UNIFORMS Consultant must provide, at no cost to the City of Arcadia Police Department, all necessary uniforms, associated uniform articles of clothing agreed upon by both parties and equipment, including, but not limited to, utility belts, handcuff holders, keepers, key ring, etc. IX. SECURITY AND CONTROL Consultant is responsible for providing prisoner security within the Arcadia Police Department's Type I Jail Facility and during transportation by Consultant personnel in accordance with applicable Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect or hereafter affected or implemented as applicable to the Type I Jail Facility and the Arcadia Police Department Manual and Arcadia Police Department Jail Manual. Regular security inspections of the facility and prisoners will be conducted and documented as required by the City or by the law. The Consultant's security measures may be reviewed on a regular basis to include facility control, internal and external security, search and seizure practices, and emergency procedures. X. EMERGENCY PROCEDURES The City Jail has in place, procedures to follow in the event of an emergency outlined in the attached Jail Manual, and shall be adhered to by the Consultant's staff. XI. USE OF FORCE The City Jail has a use -of -force policy in place. The Consultant shall follow policy and report all incidents according to the policy and mandates and provide all associated written reports in a timely manner to the City. XII. RECORDS Consultant is responsible for the timely completion of all inmate and related records as required by the City and applicable Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect or hereafter affected or implemented as applicable to the Type I Jail Facility. Consultant shall be responsible for maintaining all related records in compliance with all County and State regulations and inspections. All such records will become, and will remain, the property of the City of Arcadia. XIII. RISK MANAGEMENT Consultant is responsible for identifying risk and exposures and the implementation of a risk management program to deal effectively with them. Major emphasis should be placed upon personal safety, control and search procedures, and biohazard issues related to the handling of the prisoners. Custody Supervisor shall be present during all facility inspections and audits conducted by governing entities. XIV. HEALTH AND SAFETY 24347.0000517398765.4 Exhibit A Consultant shall operate the Arcadia Police Department Type I Jail Facility in compliance with all applicable Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect or hereafter affected or implemented, relative to safety and general operations. Regular safety inspections will be conducted and documented as required by the City. The Consultant will retain on file all completed inspection forms and other related documents for review. XV. MAINTENANCE OF TYPE I JAIL FACILITY Consultant is responsible for maintaining the cleanliness and sanitation of the Arcadia Police Department Type I Jail Facility as required by the Department and County Health Standards. The Supervisor will make available weekly a list of supplies that need to be provided to carry out the duties and maintenance associated with the Arcadia Police Department's Type I Jail Facility. The Consultant shall maintain a record of all maintenance activity and provide a copy to the City and /or appropriate inspection authorities upon request. XVI. USE OF TYPE I JAIL FACILITY The Jail facility building will not be used as a training site for employees of Consultant destined for assignment to other accounts /locations. XVII. SANITATION AND HYGIENE The Consultant shall use City - provided equipment and supplies to administer and ensure a clean and healthy environment at all times. Hygiene items must be provided to inmates for their personal use as mandated by law. XVIII. FOOD SERVICES The Consultant's staff will be responsible for serving food to all inmates. The meals will be arranged and provided by the City at the City of Arcadia's expense and shall adhere to the applicable Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect or hereafter affected or implemented as applicable to the Type I Jail Facility and the Arcadia Police Department Manual and Arcadia Police Department Jail Manual. XIX. PROPERTY The Consultant will provide for the secure storage of inmate personal property. If the property is lost or damaged while under the care of the facility, inmates can use the facility's grievance process to seek reimbursement for the lost or damaged property. Consultant will be directly responsible for any lost or damaged property if it is determined to be the Consultant's responsibility. XX. GRIEVANCE PROCEDURE The Consultant shall allow inmates access to a reasonable, impartial, and nondiscriminatory procedure, which includes a final level of appeal to the State. The Consultant's Facility Operator is responsible for responding to grievances on matters occurring during the inmate's incarceration in the City Jail. XXI. INMATE SERVICES The Consultant's staff will be responsible for providing inmates with clean bedding materials. The bedding will be arranged and provided by the City at the City of Arcadia's expense and shall adhere to the applicable Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect or hereafter affected or implemented as applicable to the Type I Jail Facility and the Arcadia Police Department Manual and Arcadia Police Department Jail Manual. 24347.0000517398765.4 Exhibit A XXII. CORRESPONDENCE The Consultant shall allow inmates telecommunication access with Minimum Standards specified by all applicable Federal and State requirements, laws and statutes, applicable court orders and the California Corrections Standards Authority, whether now in effect or hereafter affected or implemented as applicable to the Type I Jail Facility and the Arcadia Police Department Manual and Arcadia Police Department Jail Manual. The inmate telecommunications services, which include City owned telephones required for use as outlined in section 851.5 of the California Penal Code, and the payphones inside each regular housing cell, will be provided, maintained, and serviced, at the expense of the City. XXIII. MEDICAL ATTENTION AND MEDICAL CLEARANCES Consultant's staff shall ensure that a full medical screening questionnaire is filled out, from the onset of the booking process, for each inmate screened in the pre - booking process. If there is medical concern(s) that would preclude the booking of an inmate, as outlined in the Jail Manual, the booking will be refused and the arresting officer or transporting officer will be directed to obtain a medical clearance from a licensed physician prior to acceptance of the inmate. XXIV. I.C.E. LIAISON The Consultant shall maintain the existing aforementioned working partnership with ICE (Immigrations and Customs Enforcement). As a part of this partnership, the Consultant, through the Jail staff, will notify an ICE representative, as needed, in order to facilitate the issuance of detainers, arrangement of detainee transportation, and/or other mutually related matters. XXV. TRANSPORTATION The Consultant will work with the Los Angeles County Sheriffs Department to ensure transportation of inmates scheduled for arraignment is done at a time(s) suitable for a timely appearance(s). XXVI. ADDITIONAL SERVICES From time to time, the City may request additional Custody Officer services beyond that which is specifically set forth herein for such additional work that is mutually agreed upon by the City and Consultant. XXVII. OVERALL OPERATIONS The Consultant, if private, shall operate as a Type I Jail Facility and in compliance with State Statute 6031.6 CPC, which mandates privately operated Jails, under contract to public entities (i.e. counties or cities), to operate in compliance with all appropriate State and Local building, zoning, health, safety, and fire statutes, ordinances and regulations, and with the minimum Jail standards established by regulations adopted by the CSA as set forth in Subchapter 4 (commencing with Section 1000) of Chapter 1 of Division I of Title 15 CCR. (CSA report, Privately Operated Local Detention Facilities, revised 2/1999) 24347.0000517398765.4 Exhibit A Exhibit "B" SCHEDULE OF SERVICES Attached Behind this Page 24347.00005\7348765.4 Exhibit B 60 DAY IMPLEMENTATION SCHEDULE (STANDARD TRANSITION SCHEDULE) G4S has extensive experience in assuming contractual security responsibility from other security organizations, as well as in -house municipality forces, with a minimal amount of impact upon client operations and affected personnel. Typically our transition timeline is about 30 days, however, with the unique training required to manage a Type I facility, G4S typically request 60 day transition timeline. The following is a high -level overview of our plan: Contract award Meeting of G4S Management Team and Arcadia PD Jail Leadership Team Set timetables, tasks, define expectations, define roles Begin recruitment of new and /or existing personnel G4S Interview Custody personnel Arcadia PD Meet and Approval of personnel Conduct background investigations Offers of employment Conduct surveys Review/Write post orders Provide G4S Classroom x Training Order and Issue uniforms /equipment Create master schedules /assign personnel T_ TioG Ci'y of f`.rrad.'a —Feb., oary 24. 2012 8 Final Review of Post Orders, Procedures, Personnel Files Place equipment/forms Contract commences Contract compliance /quality control PROJECT OBEJECTIVES AND TASKS Upon contract award, as part of the transition and startup process, our office staff will initially meet with City of Arcadia's designated representative(s) to review contract requirements for the job. We will also conduct a physical security survey of the jail facilities, review any current operating procedures and discuss staffing as it pertains to incumbent personnel. The office staff will include: ✓ General Manager, Keith Boles ✓ Operations Manager, Jason Ayala ✓ Human Resources /Recruiter, Miriam Mocedo ✓ Training Manager, lose Perez ✓ Regional Training Manager, Rod Natole ✓ Manager of Business Development, Brandon W Joffe ✓ Regional Vice President, Mark 1. Tsuji Soon after the initial meeting, we will hold weekly conference calls to discuss our findings and provide a forum to discuss any undocumented or unobserved job specifications. We will also take this opportunity to ensure there is no disconnect between the level of service to be contracted and City of Arcadia's expectations. These expectations will help define the operating plan, we will communicate them to the entire security team in training sessions, and our supervisors continue this communication on an ongoing basis. GENERAL TASKS TIMETABLE Week 1: Start-Up Team - designed for the transition of services at your facilities our team will meet with your representatives to discuss transition details, philosophy and approach.. Recruit Existing Personnel - If you so desire, every effort will be made to retain qualified incumbent personnel and to solicit their employment with G4S. At this time, G4S representatives will meet informally with the incumbent personnel and present a brief synopsis of G4S. They will also distribute literature and employment application packages. In addition, they will meet informally with incumbent employees to � r Thp Ci of kn -adra — Febrriar� 24, 2012 9 allay fears associated with a transition. This meeting would be the first of many such opportunities to address the incumbent workforce. • Recruit New Personnel - A recruitment effort will be initiated as necessary to fill any remaining positions. Sources include, but are not limited to the use of G4S's on -line recruitment center (www.g4s.com /us), employment action logs, applicant files, employment services, current employees, as well as friends and relatives. Our recruiting for your account will focus on individuals with relevant experience. Week 2 -3: • Interview /Select Personnel — G4S management will interview all personnel and ask each employee to elaborate on information contained in the application and related documents, including the background investigation consent forms. The interviewers will ensure all questions are answered completely, all documents are signed where required, witness signatures where required, and collect, copy and return documents, i.e., licenses, 1 -9 documentation, DD 214, etc. Additionally, personnel screened and selected by G4S will be sent to the department for a meet and greet to allow for pre approval of the candidates to be assigned to the facility. • Conduct Background Investigations - Human resources specialists will ensure all required releases for investigations of prior employment; driving record and criminal history have been signed and witnessed before initiation of any inquiries. Prior employers, DMV, personal references, police record sources, etc. will be contacted to verify information given in the application or if necessary to determine employment eligibility. • Offers of Employment - The human resources specialists will ensure offers of employment are made to only those individuals who meet all qualifications. These Individuals will have successfully passed all steps of the employment process, including the background investigation, and will be eligible for continuation in the processing phase. • Conduct Surveys — GAS Operations Management will conduct a physical security survey of your facility, buildings, grounds, etc., covered by the contract. It will also include the current security measures, including physical security coverage, lighting, fencing, access control, key control, post orders, etc. In addition, it will provide specific recommendations for improving the security program, i.e., reduction /increase in hours of coverage, manpower, lighting, access measures, etc. • Review /Write Post Orders - G4S Operations Management will work with contract personnel to review and design post orders (general, specific and emergency orders) for each post based on your security plan The supervisors, training officers or other individuals in a training role will use the post orders while conducting on- the -job training. Additionally, a checklist of post activities will be developed for the post orders and used by the supervisor or other G4S representative conducting post inspections to test the knowledge and skills of the assigned personnel. Week 45: • G4S Classroom Training - The training specialists will implement the training program and plan as designed by the G4S North America Training Institute (NATI). This training will incorporate Arcadia PD required 50 hour training and G4S required CPO training. The training material will be consistent with the knowledge, skills and abilities necessary to perform their general responsibilities. NATI uses lesson plans in a variety of subjects and languages as well as self -study student workbooks utilized worldwide. Week 6: • Create Master Schedules - An Installation Schedule will be completed covering post hours, number of personnel at each post, etc. The schedule serves as a worksheet for entering information into the computerized scheduling system. The system includes the information contained in the Contract Master related to pay and billing information. The installation schedule will be prepared as far in advance as practical so that employees will be aware of their work schedule and days off. • Order Uniforms/Eouipment - G4S has a computerized, on -line order entry system for the purpose of expediting accurate uniform, equipment and supply orders direct from the G4S warehouse and pre- approved vendors. This system reduces the cost of items due to our sole source buying and pre- approved item selection and packaging. Supplies, uniforms and equipment are shipped on request and available within necessary timeframes. The operations specialists will be responsible for ordering uniforms, equipment and supplies. Uniforms will be ordered and issued with adequate time for alterations. Week 7: • Issue Uniforms /Equipment - As uniforms and equipment are issued, accountability is recorded on the G4S Individual Uniform and Accessories Record, which includes number of issue, item, date of issue, employee's signature and initials, and witness signature. We will use this form to document any returned, reissued or, as required, any newly issued item. • Assign Personnel to Schedules - In every case possible, employees will be assigned to schedules that are suited to their personal background, personality, appearance, and desires, thereby contributing to a higher level of personal performance through motivation. Week 8: • Place Equipment /Forms on Post - Equipment, forms and supplies to be assigned to a specific post will be identified, tagged, sorted and assigned to the first individual assigned to the post on the day of contract commencement. • On- The -Job Training - After employment and post assignment, on-the-job training will be conducted with all newly assigned employees and for all those incumbent personnel changing post responsibilities. This ;�a Ciry ofArcaoo - Febman/ 24 20; % ?? r t on-the-job training will be conducted by the training specialists, our training officers, supervisors or incumbent security force members familiar with the post and its responsibilities. Week 1— Contract Period: Contract Commences - In addition to manning each post, G4S management will be present for contract commencement to ensure a smooth transition and handle any contingencies that may arise. Exhibit "C" COMPENSATION Attached Behind this Page 24347.0000517398765.4 Exhibit C SECTION E. FEE PROPOSAL $ 15.00 $ 26.91 128 $ 3,444.48 $ 179,595.19 $ 17.50 $ 30.92 40 $ 1,236.80 $ 64,486.75 $ 244,081.94 The proposed bill rates include: ■ Overtime Costs for 6 Paid ■ Area Field Supervision ■ Officer Direct Deposit and Holidays and for Vacation /Call a Payroll taxes and insurance for Federal Credit Union Outs security personnel ■ Officer Recognition ■ CPR/First Aid /AED Training ■ Corporate support, i.e. training, programs ■ Personnel Recruitment legal, etc. Medical Benefits for a 401k plan for Officers ■ Personnel Background Officers w SO Hours of vacation per investigation s Uniforms year for Officers ■ 10 Panel Drug Screening a Uniform Maintenance Service ■ Medical Benefits for ■ Title 15 Initial and Refresher (Dry Cleaning Service) Officers Training i Dental and Vision Benefit ■ Title 15 Training Costs due to Options for Officers Officer Turnover G4S RECOGNIZED HOLIDAYS ■ New Year's Day ■ Memorial Day Notes to Pricing: ■ Independence Day ■ Labor Day s Thanksgiving Day ■ Christmas Day 1. G4S Secure Solutions (USA) Inc. reserves the right to review and negotiate the final terms and conditions of a Contract, if awarded. 2. Overtime billing rates apply when G4S personnel are in an overtime posture for pay purposes as a result of customer short notice for additional staff, short notice for mandated schedule changes or customer requirements that result in personnel working over eight hours per day or 40 hours per week. G4S will not bill customer for circumstances where it needs to fill an pending open shift (Eg, vacation requests, sick call offs, etc.). Overtime Rates are 1.4x the Hourly Bill Rate. T;IE Ci`;l of Acadia — Feorua�f 24. 2012 20 �