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HomeMy WebLinkAboutC-2283INTER -CON Sl:cl R1 n SYS]'KNIS, lac:. December 17th, 2013 Jennifer Brutus Arcadia Police Department 250 West Huntington Dr. Arcadia, CA 91066 -6021 1160- -10hT 8�3 By Electronic Mail SUBJECT: Contract Extension for Official Parking Enforcement Services with the City of Arcadia 210 South De Locey Ave. Pasadena, CA 91105 In light of the recent contract awarded to Inter -Con Security by the City of Arcadia, Inter -Con is pleased to provide the City of Arcadia with an additional 3 and '/2 years of parking enforcement services. Phone: 626 / 535 -2200 Inter -Con's existing agreement with the City of Arcadia will expire on December Fox! 626 / 685 -9111 31St, 2013, leaving a gap between the existing and new contract. To ensure continued corporate ®icsecurity.com parking enforcement, Inter -Con will hereby extend the term of the existing contract from December 31St, 2013 to January 7th, 2014, upon which the new Professional Services Agreement for the period of January 8th, 2014 — June 30th, 2017 is scheduled for City Council approval and execution on January 8th, 2014. •USA. •Africa • Asia • Caribbean For any questions or inquiries regarding this extension, please feel free to contact • Europe myself or Leo Gorito by e -mail at LGorito@icsecurity.com or by telephone at 626- • Latin America 535 -2220. We look forward to continuing parking enforcement services for the City of Arcadia. Sincerely, om.cx� Neil Martau Chief Financial Officer 106- -7o C 22g "3 - � AMENDMENT NO. 6 TO AGREEMENT FOR PARKING ENFORCMENT SERVICES BETWEEN THE CITY OF ARCADIA AND INTER -CON SECURITY SYSTEMS, INC. This Amendment No. 6 ( "Amendment No. 6 ") 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 Inter -Con Security Systems, Inc., a California Corporation, with respect to that certain Professional Services Agreement between the parties dated April 25, 2007 ( "Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement is amended by extending the term from June 30, 2013 to December 31, 2013 ( "Extended Term "). 2. Section 19 of the Agreement is amended to provide that for the Extended Term from July 1, 2013, through December 31, 2013, the City agrees to pay Inter -Con Security Systems, Inc. a total sum not to exceed $81,124.76. 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. 6 on the date set forth below. CITY OF ARCADIA Dominic Lazzareft6 City Manager Date: - L,-\ 2 -f11 20 13 ATTEST: Ls ussenden Chie eputy City Clerk APPROVED AS TO FORM: P. 66� Stephen P. Deitsch City Attorney CONTRACTOR Inter -Con Security Systems, Inc. h N9 t artau Chief Financial Officer Title Senior Vice President, Domestic Operations Title Date: / 3 CONCUR: R96ert Gu rie hief of lice "60 AMENDMENT NO. 5 TO AGREEMENT FOR PARKING ENFORCEMENT SERVICES BETWEEN THE CITY OF ARCADIA AND INTER-CON SECURITY SYSTEMS, INC. This Amendment No. 5 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 Inter-Con Security Systems, Inc., a California Corporation, with respect to that certain Professional Services Agreement between the parties dated April 25, 2007 ("Agreement"). foil ro M, 1. Section 3.1.1 of the Agreement (General Scope of Services) is hereby amended by amending No. 3 of the Additional Provisions Section in its entirety as described in Exhibit "A" attached hereto and incorporated herein by reference. 2. Section 3.1.2 of the Agreement (Term) is hereby amended by extending the term to June 30, 2013. 3. Section 3.2.5 of the Agreement (Substitution of City's Representative) is hereby amended changing the title of Interim Chief of Police Robert Guthrie to Chief of Police. 4. Section 3.3.1 of the Agreement (Compensation) is hereby amended to read in its entirety as described in Exhibit "C" attached hereto and incorporated herein by reference. 5. All the remaining terms and provisions of the Agreement are hereby reaffirmed. 11! ; i ■ RRYMN-7001 new Dominic Lazzarelto-' City Manager Date: Stephen P. Deitsch City Attorney CONTRACTOR Inter-Con Security Systems, Inc. N�nm Nei Narfau' Chief Financial Officer Title Date: Richard Stack Senior Vice President no Date: _�Su/je e. • Robert Guthrie Chief of Police R, � . �� � A Md . �J .;. EXHIBIT C • Current Position Classification New Position Classification Proposed Hourly Rate PER I PER 3 $20.80 PER 4 $21.06 PER II PER 5 $21.32 PER 6 $21.59 SPER 2 $22.68 SPER I SPIER 3 $22.97 SPER 4 $23.26 SPER 11 SPER 5 $23.44 SPER 6 $23.73 SPER III SPER 7 $24.03 SPER 8 $24.33 SPER 9 $24.63 The total contract amount for this agreement is not to exceed the amount of $162,249.52. Special Provisions: • The rates above are based on services provided for 128 hours per week. A rate adjustment will be made for any significant decrease in service hours. • Training up to 400 hours will be billed to the CITY, as incurred. Should the amount exceed 400 hours and the excess hours occurred as a result of removal of a contract employee as a result of a request made by the CITY, the CITY shall be liable for additional hours above 400. If the excess was as a result of INTER -CON removing the employee or the employee leaving employment with Inter -Con, additional training hours will not be billable. • Special Event hours and /or Additional Details as requested by the CITY will result in additional billable hours for service performed. • Court - related time will be set at a one -hour minimum or actual time (at the overtime rate if not on- duty). • The advancement through the salary steps is discretionary based upon satisfactory performance and continuous service in the same classification. Qualified contract employees may receive a step increase at 12 -month intervals. • The CITY will pay for a total of eight holidays: New Year, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and Christmas. The hourly rates shown include the cost of two (2) clean and maintained vehicles with average mileage per vehicle of 25,000 per year. Mileage over 25,000 for each vehicle will be charged at the IRS specified rate. O O N O O N W O M � O M m rn (O 0 (6 O O e co as 0) m N N W 0 N N O C O C CJ tD (D > O Q 03 LS 64 C) _ o Li W 0 0 6 (D (D ® LU a O v N O W N 4D Ci h M W x C3 0 c r w ltl i 60 N O G4 uj (!) I-- _. z L- 0 Z >, O V O co (D (D CO F.- z 0 J E( Y O N cli O N O :- ((1 Z a) a) 0 w a co 69 C-4 to co M O N N M N O m (fl O M M M O M S m N N N N N N N (fl u) U) U; uA 69 (A 6 N e O u7 O O 00 00 to D 0 ° ° 0 h Q <t N N N CD a) 16 O 00 O o� N co w �0. Y yyN 7 IO O CO N C _ O O O O 'T d' O O O O O V d' y LL O O N O N O S U O O co O N a3 sN a7 O O m O N N O O W O N C O O N O N a) 0 a) (�6 O O O o V O p ,: O N O r' O O Z J O N ~ (D a) 0) a) 0) a) m a) 0) a) uj `�- d a) E- N Q N 0 O C Y C Y C Y O C Y O C N cc N 'O OC N wO N —O N a d al O U a a5 O U CL LU E aLjE dLU E aw E a wE t co p�'u� r COO -0mZ� 0 m m m m (D v) o 'm (U O b E mC a) U N E mm c U E m U E ma( U E m U o CL Z3 O Y Y Y Y Of c o a a) a3 c a) c a N (6 c (D o a c0 c a) o Q @ c a) p a (p C a) LLJ d K LJJ cnawOf wo- ujci� alliT- n.LUx dLJJM U) a AMENDMENT NO.4 TO AGREEMENT FOR PARKING ENFORCEMENT SERVICES BETWEEN THE CITY OF ARCADIA AND INTER -CON SECURITY SYSTEMS, INC. This Amendment No. 4 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 Inter -Con Security Systems, Inc., a California Corporation, with respect to that certain Professional Services Agreement between the parties dated April 25, 2007 ("Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement (Term) is hereby amended by extending the term to June 30, 2012. 2. Section 3.2.5 of the Agreement (Substitution of City's Representative) is hereby amended by the removal of Chief Robert P. Sanderson, listed key personnel, and the inclusion of Interim Chief of Police Robert Guthrie. 3. Section 3.3.1 of the Agreement (Compensation) is hereby amended to read in its entirety as described in Exhibit "C" attached hereto and incorporated herein by reference. 4. Section 3.5.2 of the Agreement (Delivery of Notices) is hereby amended by the removal of Chief Robert P. Sanderson, listed key personnel, and the inclusion of Chief of Police. 5. All the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA Lay: Donald Penman, City Manager Dated: l b , 2011 AT'T'EST: � -�4 mml--6�k� Citytik APPROVED AS TO FORM: By. si�ib� I Stephen P. Deitsch, City Attomey CONTRACTOR By: 4'Al� Nei artau, Executive Vice President CONCUR: I3y. '• R eAGuth e, Interim Chief of Police EXHIBIT C COMPENSATION FEE CITY shall compensate INTER -CON for services provided hereunder as attached: Position Regular Overtime Hourly Rate Hourly Rate Parking Enforcement Representative I $20.80 $31.20 Parking Enforcement Representative II $21.32 $31.98 Senior Parking Enforcement Representative I $22.97 $34.46 Senior Parking Enforcement Representative 1I $23.44 $35.16 The total contract amount for this agreement is $158,181.20, plus the total for contingencies is $4,745.44, and the not to exceed amount is $162,926.64. Special Provisions: • The rates above are based on services provided for 128 hours per week. A rate adjustment will be made for any significant decrease in service hours. • Training up to 400 hours will be billed to the CITY, as incurred. Should the amount exceed 400 hours and the excess hours occurred as a result of removal of a contract employee as a result of a request made by the CITY, the CITY shall be liable for additional hours above 400. If the excess was as a result of INTER -CON removing the employee or the employee leaving employment with Inter -Con, additional training hours will not be billable. • Special Event hours and/or Additional Details as requested by the CITY will result in additional billable hours for service performed. • Court - related time will be set at a one -hour minimum or actual time (at the overtime rate if not on -duty). • The advancement through the salary steps is discretionary based upon satisfactory performance and continuous service in the same classification. Qualified contract employees may receive a step increase at 12 -month intervals. • The CITY will pay for a total of eight holidays: New Year, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and Christmas. • The hourly rates shown include the cost of two (2) clean and maintained vehicles with average mileage per vehicle of 25,000 per year. • Mileage over 25,000 for each vehicle will be charged at the IRS specified rate. ° § * Go a 0 2 - - I § 4 cli to 44 t4 2 ° W cn § j \ § I co _ « a \ k z o \ � S a a I ƒJ _ ® 4* § I # ~ cli k \ k k § k b § �)f V4 �� e ■ © § $ § 2 � o e a 2 LL B P _ o 2 A7 o o e o a 2 $ o o O o ■ o w o ■ � �I {f� � 15 f$� /�6o _ \kk - AWE £Lu■ �uj E PL 5E PL 0E IEa� ;Z r wsa� ;� �a - ` b7){ ffgg $$e £�� 7\ Io k��£ #g I�� E £L� `f. CLu- f, �W- � aw /!00 - 76 C - 22 93 -3 AMENDMENT NO.3 TO AGREEMENT FOR PARKING ENFORCEMENT SERVICES BETWEEN THE CITY OF ARCADIA AND INTER -CON SECURITY SYSTEMS, INC. This Amendment No. 3 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 Inter -Con Security Systems, Inc., a California Corporation, with respect to that certain Professional Services Agreement between the parties dated April 25, 2007 ( "Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement (Term) is hereby amended by extending the term to June 30, 2011. 2. Section 3.2.4 (Substitution of Key Personnel) of the Agreement by the removal of Richard Eaton, listed key personnel, and the inclusion of Jeffery Jamison in his place. 3. Section 3.2.6 (Consultants Representative) of the Agreement by the removal of Richard Eaton, listed key personnel, and the inclusion of Jeffery Jamison in his place. 4. Section 3.2.9.1 of the Agreement (Immigration Reform and Control Act) is hereby added to read, "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)." 5. Section 3.3.1 of the Agreement (Compensation) is hereby amended to read in its entirety as described in Exhibit "C" attached hereto and incorporated herein by reference. 6. All the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 3 on the date set forth below. CITY OF ARCADIA CONTRACTOR By: _ lbn es-- By: \ %M\-Pj\ _ Don Penman, City Manager Neil artau, Exec tive Vice President Dated: 6 1 1'4— , 2010 ATTEST: 1,//,U AA -L, 'IQ e4 Jjo City It erk APPROVED AS TO FORM: CONCUR: By: R By: eedz l4 t Stephen P. Deitsch, City Attorney Robert P. Sanderson, Chief of Police EXHIBIT C COMPENSATION FEE CITY shall compensate INTER -CON for services provided hereunder as attached: Regular Overtime Position Hourly Rate Hourly Rate Parking Enforcement Representative I $20.80 $31.20 Parking Enforcement Representative II $21.32 $31.98 Senior Parking Enforcement Representative I $22.97 $34.46 Senior Parking Enforcement Representative II $23.44 $35.16 The total contract amount for this agreement is $211,283.60, plus the total for contingencies is $3,697.46, and the not to exceed amount is $214,981.06. Special Provisions: • The rates above are based on services provided for 176 hours per week. A rate adjustment will be made for any significant decrease in service hours. • Training up to 400 hours will be billed to the CITY, as incurred. Should the amount exceed 400 hours and the excess hours occurred as a result of removal of a contract employee as a result of a request made by the CITY, the CITY shall be liable for additional hours above 400. If the excess was as a result of INTER -CON removing the employee or the employee leaving employment with Inter -Con, additional training hours will not be billable. • Special Event hours and/or Additional Details as requested by the CITY will result in additional billable hours for service performed. • Court- related time will be set at a one -hour minimum or actual time (at the overtime rate if not on- duty). • The advancement through the salary steps is discretionary based upon satisfactory performance and continuous service in the same classification. Qualified contract employees may receive a step increase at 12 -month intervals. • The CITY will pay for a total of eight holidays: New Year, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and Christmas. • The hourly rates shown include the cost of two (2) clean and maintained vehicles with average mileage per vehicle of 25,000 per year. • Mileage over 25,000 for each vehicle will be charged at the IRS specified rate. 0 N O M N ir" �-. O O '--� O N .--� .-� ti ►loo _r7o C -2 283 AMENDMENT NO.2 TO AGREEMENT FOR PARKING ENFORCEMENT SERVICES BETWEEN THE CITY OF ARCADIA AND INTER -CON SECURITY SYSTEMS, INC. This Amendment No. 2 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 Inter -Con Security Systems, Inc., a California Corporation, with respect to that certain Professional Services Agreement between the parties dated April 14, 2007 ( "Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement (Term) is hereby amended by extending the term to June 30, 2010. 2. Section 3.2.4 of the Agreement (Substitution of Key Personnel) is hereby amended by the removal of Jon Asfahl, listed key personnel, and the inclusion of Richard Eaton in his place. 3. Section 3.2.6 of the Agreement (Consultant's Representative) is hereby amended by the removal of Jon Asfahl, listed key personnel, and the inclusion of Richard Eaton in his place. 4. Section 3.2.9.1 of the Agreement (Immigration Reform and Control Act) is hereby added to read, "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)." 5. Section 3.3.1 of the Agreement (Compensation) is hereby amended to read in its entirety as described in Exhibit "C" attached hereto and incorporated herein by reference. 6. All the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By ,7DmnPg,,, t.-` Don Penman, City Manager Dated:, 2009 ATTEST: r City Cler APPROVED AS TO FORM: _d I ; t >-� Stephen P. Deitsch, City Attorney CONTRACTOR By Nei Alariau, Exec tive Vice President x9mm ii .Jt Robert P. Sanderson, Chief of Police EXHIBIT 11C" COMPENSATION CITY shall compensate INTER -CON for the services provided hereunder as follows: From April 15, 2009, through June 30, 2009 Daly Service Hours Week '. .. - -'Post cove a n e ' um Position No' Worried 4 Total Hourly' . WeeklY Quarterly Classi0- . Job of -' Per' , - Total Reg , Quarterly Billing .: -Rep. ` We `y , ,call Duties ' StaB , Day :Mon •+Tue' Wed Thu Fd His. Hm 'Hours Rate Cost cost Cosl Ran Senior Parking Parking Enforce- Enforce- 1 B 8 a 8 8 8 40 40 440 $23.44 $956.80 $956.80 $10,524.80 inert It ment Senior Parking Parking Enforce. Enfo rce- 1 8 8 8 8 8 8 40 40 440 $22.97 $918.80 $918.80 $10,106.80 ment I ment Parking Parking Enforce- EnfofCe. 1 8 8 8 8 8 8 40 40 440 $21.64 $865.60 $865.60 $9,521.60 ment II ment Parking Parking Enforce- Enforce- 1 8 B 8 8 8 8 40 40 440 $20.80 $832.00 $832.00 $9,152.00 mein I ment TOTAL 32 32 32 32 32 160 160 1,760 $3,573.20 $3,573.20 $39,306.20 CONTINGENCIES $1,766,73 ANNUAL NOT TO EXCEED $41,073.93 From July 1, 2009, through June 30, 2010 Prior Year Budget: $219,838.08 Budget Reduction: $11,033.70 Daily Service Hours Weekly Post Coverane Hours - Position 'Clasel6• -No. Worked Total Reg. Total ' ;Hourly ;Weekly, Weekly {Annual'. Job or Per Annual Billing Reg. cation Duda Staff Day Mon Tue Wed Thu Fri Mrs. His. Hours Rate Ran Cost cost Cost Senior Parking Parking Enforce- Enforce- 1 8 8 8 B 8 8 40 40 440 $23.92 $956.80 $956.80 $49,753.60 ment II merit Senior Parking arking Enforce- 1 8 8 B 8 8 8 40 40 440 $22.97 $918.80 $918.80 $47,777.60 Enforce- meml ment Parking Parking Enforce- 1 6 B 8 8 B 8 40 40 440 $21.64 $865.60 $865.60 $45,011.20 Enf it ment II roam Parking Parking 1 8 8 6 8 8 B 40 40 440 $20.80 $832.00 $832.00 543,264,00 Enforce- Enforce- mont I merit SPER Training (80 his. for staff 4 320 $22.97 $7,350.40 backup and turnover) PER Training his. Tor for stag 4 320 $20.80 $6,656.00 backup and turnover) TOTAL 32 32 32 32 32 160 160 8,960 $3,673.20 $3,67310 $199,812.00 CONTINGENCIES te,e9l.aa ANNUAL NOT TO EXCEED $208,804.38 Prior Year Budget: $219,838.08 Budget Reduction: $11,033.70 Budget Reduction: 5% Position Classification Hourly Pay Rate Hourly Bill Rate Overtime Hourly Rate Parking Enforcement Rep. I (PER I) $11.00 $20.80 $31.20 Parking Enforcement Rep. II (PER II) $11.44 $21.64 $32.46 Parking Enforcement Rep. III (PER 1II) $11.90 $22.49 $33.74 Sr. Parking Enforcement Rep. (SPER I) $12.50 $22.97 $34.46 Sr. Parking Enforcement Rep. (SPER II) $13.00 $23.92 $35.88 Sr. Parking Enforcement Rep. (SPER III) $13.52 $24.87 $37.31 The total contract amount for this agreement is $239,118.00, the total for contingencies is $10,760.31, and the not to exceed amount is $249,878.31. Special Provisions: • The rates above are based on services provided for 160 hours per week. A rate adjustment will be made for any significant decrease in service hours. • Training up to 80 hours will be billed to the CITY, as incurred. • Special Event hours and/or Additional Details as requested by the CITY will result in additional billable hours for services performed. • Court- related time will be set at a one -hour minimum or actual time (at the overtime rate if not on- duty). • The advancement through the salary steps is discretionary based upon satisfactory performance and continuous service in the same classification. Qualified contract employees may receive a step increase at 12 -month intervals. • The CITY will pay for two additional holidays (Presidents' Day and Veterans Day) along with the six holidays included in the original contract (New Year, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas), which brings the total to eight holidays per year. • The hourly bill rates shown include the cost of two (2) clean and maintained vehicles with average mileage per vehicle of 23,000 per year. • Mileage over 23,000 for each vehicle will be charged at the IRS specified rate. AMENDMENT NO. 1 TO AGREEMENT FOR PARKING ENFORCEMENT SERVICES BETWEEN THE CITY OF ARCADIA AND INTER -CON SECURITY SYSTEMS, INC. 1/00-70 C •aao3 This Amendment No. I 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 Inter -Con Security Systems, Inc., a California Corporation, with respect to that certain Professional Services Agreement between the parties dated April 14, 2007 ( "Agreement "). The parties agree as follows: 1. Section 3.1.1 (General Scope of Service) of the Agreement is hereby amended by amending No. 8 in its entirety as described in Exhibit "A" attached hereto and incorporated herein by reference. 2. Section 3.1.2 of the Agreement is hereby amended by extending the term to April 14, 2009. 3. Section 3.3.1 (Compensation) of the Agreement is hereby amended to read in its entirety as described in Exhibit "C° attached hereto and incorporated herein by reference. 4. All the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. I on the date set forth below. CITY OF ARCADIA By Don Penman, City Manager Dated: 5 1- 12008 APPROVED AS TO FORM: tep en P. Deitsch, City Attom CONTRACTOR By Neil tau, Executivd Vice President Robert P. Sanderson, Chief of Police ! //00 -76 C -aas3 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT PARKING ENFORCEMENT SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this 2-:5th day of April, 2007 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 Inter -Con Security Systems, Inc., a California corporation with its principal place of business at 210 South De Lacey Avenue, Pasadena, California 91105 ( "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 parking enforcement services 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 Parking Enforcement ( "Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scone 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 parking enforcement services 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 Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from April 15, 2007, to April 14, 2008, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Revised 5/06 LM 0 EXHIBIT "A" SCOPE OF SERVICES 8. Equipment. INTER -CON will be financially responsible for all lost or damaged City property (ticket holders, radios, and citation devices if available) that are issued to INTER -CON employees. INTER -CON will also be responsible for the cleanliness, repair, and replacement of all INTER -CON vehicles that will be used by the contract employees. INTER -CON vehicles will be washed on a weekly basis. The CITY will be provided with a set of spare keys of the vehicles assigned for purposes of this Contract. EXHIBIT "C" COMPENSATION 0 CITY shall compensate INTER -CON for the services provided hereunder as follows: " Dai Service HoursWeek - '.Post Covere e: -Mon - Tue Wed Thu Fri .. Hourly .. Hours Position Job - No. Worked Total Reg. Total : Billing Weekly Weekly ,-.Annual Classi8- of Per Annual Rata Reg cation •- Duties Staff .Day His. His. Hours Reg. Cost •: Cost .Cost, SPER Parking 2 8 16 16 16 16 1 880 80 4,160 $23.44 $1,875.20 $1,875.20 $97,510.40 Enforce- mant PER Parking 2 8 18 16 16 18 16 80 80 4,180 $21.17 $1,893.80 $1,893.80 $88,087.20 Enforce- ment SPER Training (80 his. for staff 4 320 $23.44 $7,500.80 backup and turnover) PER Training (80 his. for staff 4 320 $21.17 $6,774.40 backup and turnover) TOTAL 32 32 32 32 32 160 180 8,960 $3,568.80 $3,668.80 $199,0$2.80 CONTINGENCIES $19,085.28 ANNUAL NOT TO EXCEED $219,a7 a.0e 9 • Position Classification Hourly Pay Rate Hourly Bill Rate Overtime Hourly Rate Parking Enforcement Rep. I (PER 1) $11.00 $20.03 $30.05 Parking Enforcement Rep. 11 (PER 11) $11.44 $21.17 $31.76 Parking Enforcement Rep. III (PER 1I1) $11.90 $22.01 $33.02 Sr. Parking Enforcement Rep. (SPER 1) $12.50 $22.19 $33.29 Sr. Parking Enforcement Rep. (SPER II) $13.00 $23.44 $35.16 Sr. Parking Enforcement Rep. (SPER III) $13.52 $24.39 $36.59 The total contract amount for this agreement is $199,852.80, the total for contingencies is $19,985.28, and the not to exceed amount is $219,838.08. Special Provisions: • The rates above are based on services provided for 160 hours per week. A rate adjustment will be made for any significant decrease in service hours. • Training up to 80 hours will be billed to the CITY, as incurred. • Special Event hours and/or Additional Details as requested by the CITY will result in additional billable hours for services performed. • Court- related time will be set at a one -hour minimum or actual time (at the overtime rate if not on- duty). • The advancement through the salary steps is discretionary based upon satisfactory performance and continuous service in the same classification. Qualified contract employees may receive a step increase at 12 -month intervals. • The CITY will pay for two additional holidays (Presidents' Day and Veterans Day) along with the six holidays included in the original contract (New Year, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas), which brings the total to eight holidays per year. • The hourly bill rates shown include the cost of two (2) clean and maintained vehicles with average mileage per vehicle of 15,000 per year. • Mileage over 15,000 for each vehicle will be charged at the IRS specified rate. • M 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. 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. 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: Michael Sutkaytis and Jon Asfahl. 3.2.5 City's Representative. The City hereby designates Chief Robert P. Sanderson, or his or her 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 Revised 5/06 LM 2 0 0 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 Jon Asfahl, or his or her 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 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. The City's request for removal will be submitted in writing to the Consultant. 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 Cal/OSHA 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. Revised 5,/06 LM 3 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 Contractor'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 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. 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. City, its directors, officials, officers, employees, agents and volunteers shall be listed as additional insured. Any deductibles or self - insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement /location or the general aggregate limit shall be twice the required occurrence limit; (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. Revised 5 %06 LM H 3.2.10.3 Professional Liabilitv. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 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 Liabilitv. 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 and for completed operations performed by or on behalf of the Consultant, 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 unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liabilitv. 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, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liabilitv 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 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 thirty (30) days prior written notice 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) 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. Revised 5x06 LM 5 0 0 3.2.10.5 Separation of lnsureds; 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 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. 3.2.10.7 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. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.10.8 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 life 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. 3.2.10.9 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. Revised 5106 LM u 0 0 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. The total compensation shall not exceed two hundred eight thousand sixty dollars and 16 cents ($208,060.16) 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 forty -five (45) 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. On ten (10) days written notice, Consultant shall allow a representative of City during normal business hours 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. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Revised 5/06 LM 7 Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 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: Mr. Neil Martau, Executive Vice President Inter -Con Security Systems, Inc. 210 South De Lacey Avenue Pasadena, CA 91105 City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Chief Robert P. Sanderson 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 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 Revised 5+06 LM 0 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. 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, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, 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. 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 the Services, the Project or this Agreement; except to the extent that liability is caused by any 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 legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 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. Revised 5/06 LM 9 0 0 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; Captions. 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 Party. 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. 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. Revised 5:06 LM 10 0 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 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. Revised 5/06 LM II CITY OF ARCADIA i iy William R. Kelly City Manager 0 Dated: 441 12007 ATTEST: City APPROVED AS TO FORM: �� (). T� Stephen P. Deitsch City Attorney Revised 5i06 LM 0 INTER -CON SECURITY SYSTEMS, INC. By: \af Neil Martau 12 Executive Vice President CONCUR: Department Ifead Date 0 EXHIBIT °A" SCOPE OF SERVICES INTER -CON shall perform all work necessary to enhance parking enforcement within the CITY and as directed by the CITY's Chief of Police, or his designee. INTER -CON shall provide parking enforcement services. At the discretion of the Chief of Police, or his designee, the duties of INTER -CON may include, but not be limited to the following: 1. Regular Duty. a. Patrol City streets, City facilities, recreational areas, and any private locations via motor vehicles, bicycles, or on foot, designated routes and staggered -time schedules, with primary responsibility of enforcing City, State, and Federal parking laws and regulations, and perform duties as directed by a police supervisor. b. Issue parking citations for vehicles in violation of City, State, and Federal parking laws and regulations. C. Assist with the enforcement of private property parking regulations, enforcement of regulations in parking facilities, and assisting with public service (as needed). d. Provide customer service as needed to give directions, information, phone numbers, etc. e. Participate in any hearing process or subsequent process involving a contested or challenged parking citation or incidents involving assigned officers. 2. Scofflaw Detail. Locate and report to designated CITY staff vehicles that are subject to being impounded or immobilized as a result of the vehicles having a specified number of delinquent parking citations and /or for any other vehicle subject to towing under the vehicle code or local ordinances. 3. Related Activities. Report to designated CITY staff any unlawful act or any condition or deficiency which may pose a hazard or danger to the general public. 4. Personnel Section. INTER -CON is wholly responsible for the supervision of contract employees and administration of the contract to the satisfaction of the CITY. INTER -CON shall be responsible for providing competent A -1 personnel to assist the CITY to enforce its parking regulations. INTER - CON shall be solely responsible for hiring and firing of personnel, staffing to ensure all posts are filled, performance evaluation of contract employees, disciplinary action against contract employees, and for payroll and benefits for contractor's employees. INTER -CON shall provide personnel who meet the following criteria: a. Education. Each contract employee shall have a high school education or equivalent (GED certificate). b. Skill. Each contract employee shall be able to read, write, and speak the English language and must be able to write intelligible reports. C. Other Qualifications. Each contract employee: i. Shall be at least eighteen (18) years of age. ii. Shall be physically and mentally capable of performing parking enforcement duties. iii. Shall have the ability to give and follow oral and written instructions in English language. iv. Shall have the ability to establish and maintain effective working relationships with the public and CITY personnel. V. Shall have a valid California State driver's license. vi. Shall be in possession of valid permits, licenses, and certifications required for the performance of job - related duties. vii. Shall have the ability to operate motor vehicles and walk for several hours or distances. viii. Shall have the ability to remain calm and use good judgment and initiative in a confrontational or emergency situation. ix. Shall have taken and passed a developed reference check, a drug screening test, and undergone a medical examination to determine fitness to perform assigned duties. X. Must be able to legally, safely, and properly operate A -1 i M necessary computer databases, equipment, and tools. xi. Must have the legal right to work in the United States of America 5. Staffing Levels and Work Schedules. INTER -CON shall be responsible for providing an adequate number of trained and bonded personnel, as determined by the Parking Coordinator. INTER -CON shall be responsible for making available for participation in any hearing process any contract employee who issued a parking citation which is being contested or challenged. All work schedules and additional details shall be arranged with and approved by the Parking Coordinator. The Parking Coordinator reserves the right to request the removal of any employee who is deemed unacceptable. 6. Training. INTER -CON will provide training for all regular, replacement, and additional contract employees. Additionally, and as needed, INTER - CON shall provide retraining and continuing education for contract employees. INTER -CON will be responsible for all additional training beyond the 80 -hours paid by the CITY. Training shall be comprehensive and include information on parking enforcement statutes or ordinances, regulations, and resolutions enacted by the State of California and the CITY, parking enforcement programs, policies, and procedures adopted by the CITY. In addition, training shall include instruction on communication procedures, on hearing officer presentations, the proper and acceptable use of all parking enforcement equipment, including but not limited to transportation vehicles, radios, public relations and conflict mitigation technique, and citation devices if available. The CITY retains the right to review and amend any contract employees' training program. 7. Uniforms. INTER -CON will be responsible for providing contract employees with proper, complete, and acceptable uniforms. Each contract employee will receive two sets of uniforms per year. The uniforms shall be replaced annually or as needed. Uniforms shall include name tag and "Arcadia Parking Enforcement" placed on the front and back of the uniforms. CITY retains the right to determine what is a proper, complete, and acceptable uniform. INTER -CON shall be responsible for making sure uniforms are complete, clean, in good repair and worn by all contract employees while on duty. 8. Equipment. INTER -CON will be financially responsible for all lost or damaged City property (ticket holders, radios, and citation devices if available) that are issued to INTER -CON employees. INTER -CON will also be responsible for the cleanliness, repair, and replacement of all INTER -CON vehicles that will be used by the contract employees. The CITY will be provided with a set of spare keys of the vehicles assigned in A -1 this Contract. 9. Reports. INTER -CON will be responsible for providing reference checks, medical, and drug screening reports for each new INTER -CON employee. INTER -CON will be responsible for providing a monthly summary of INTER -CON employee activities, including, but not limited to, total number of citations, total number of reports, total billable work hours, patrol hours, and non - patrol activities (hearing process). CITY'S RESPONSIBILITIES A. General Obligations. 1. Communications Equipment. CITY shall provide to contract employees radio equipment that will be checked out and returned before and after each shift. CITY will be responsible for normal maintenance and service of equipment. 2. Citation Forms and Equipment. CITY will supply INTER -CON with printed citation forms at CITY's expense. When available, CITY will supply hand -held citation devices at CITY' expense. CITY shall be responsible for normal maintenance and service of said citation forms and equipment. 3. Towing. CITY will be responsible for providing a separate contract for towing (impoundment/immobilization) services associated with municipal parking enforcement, and shall be solely responsible for the actual impoundment and /or immobilization of vehicles. B. CITY retains the following rights: 1. The right to set all hours of enforcement operations and approve daily and weekly assignment schedules. 2. The right to modify, alter, and/or delete procedures, instructions, and codes during the term of this Contract. 3. The right to demand additional information and reports, including, but not limited to drug screening reports, as may be permitted by law. 4. The right to modify, exchange, add, delete, or replace any CITY supplied forms and /or equipment. 5. The right to approve or disapprove of any new hire assigned to the Contract. 6. The right to withdraw the enforcement authority of any contract employee, A -1 9 either permanently or temporarily, when such action is in the best interest of the CITY, and the right to replace any contract employee when his/her continued employment is detrimental to the best interests of the CITY. 7. The right to approve or disapprove any invoice and to adjust any invoice to reflect properly applied chargebacks, and the right to charge back any item discovered after an invoice has been submitted and approved for payment. ADDITIONAL PROVISIONS The billings for all services rendered pursuant to this AGREEMENT shall be submitted monthly, based upon the services rendered at the time of submission, to CITY by INTER -CON, and shall be paid by CITY within twenty (20) days after receipt of same. 1. Voided Parking Citations Any parking citations that are deemed inappropriate during or immediately after the issuance of a citation can be voided by the parking enforcement officer that issued the parking citation as long as the officer follows up with a correct citation. If the officer determines that the parking citation should be voided due to an error on the parking enforcement officers part and a correction cite will not be issued, the officer shall obtain authorization for such void from the highest ranking officer on duty at the time that the decision is made. If the highest- ranking officer is not on duty or cannot be reached, the issuing officer shall obtain authorization from person(s) named by the Director. 2. Unsatisfactory/Unjustified Void of Parking Citations Although the CITY understands that voided parking citations will occur during regular patrol, it is the CITY'S intention to issue only valid citations. All voided citations must be recorded in a daily log and reviewed and authorized by the Director. Weekly, the Director will report to the Contractor any unsatisfactory and unjustified voids by an officer or supervisor. The Contractor shall be responsible for reporting the appropriate action taken to prevent future occurrences. At no such time shall an officer exceed 2% of unsatisfactory or unjustified voids in a one -month period. If this does occur, INTER -CON must deduct $5.00 per void in excess of 2% per officer. This condition will apply to all officers who have been working for the Contractor for more than one month. If several citations were issued for the same type of violation in a relatively close period of time, all of these citations will be considered a mistake that accounts for one void only. (Examples of such special consideration include: a sign missing from a street whereby 13 vehicles were cited because the officer did not realize the sign was missing; officer fails to realize that a street was exempt from the overnight parking ordinance; an officer does not honor a special exemption for an event.) If a continual error has been brought to an officer's attention and if the problem continues to occur, then it will not be deemed for special consideration. A -1 0 0 3. The parties agree that INTER -CON shall be liable for $200.00 liquidated damages if a scheduled 8 hour shift is unfilled due to short staffing. CITY SUPERVISION The Chief of Police of CITY, or his designee, shall have the right of general supervision of all work performed by INTER -CON and shall be the CITY's agent with respect to obtaining INTER -CON's compliance hereunder. No payment for any services rendered under this AGREEMENT shall be made without the prior approval of the Chief of Police, or his designee. A -1 Exhibit "B" SCHEDULE OF SERVICES Consultant shall perform duties as needed and required pursuant to the terms and provisions of the Agreement. M Exhibit "C" COMPENSATION FEE CITY shall compensate INTER -CON for the services provided hereunder as follows: Regular Overtime Position Hourly Rate Hourly Rate Senior Parking Enforcement Representative $ 22.19 $33.29 Parking Enforcement Representative $ 20.03 $30.05 The total contract amount for this agreement is $189,145.60, the total for contingencies is $18,914.56, and the not to exceed amount is $208,060.16. Special Provisions: • The rates above are based on services provided for 160 hours per week. A rate adjustment will be made for any significant decrease in service hours. • Training up to 80 will be billed to the CITY, as incurred. • Special Event hours and/or Additional Details as requested by the CITY will result in additional billable hours for services performed. • The hourly rates shown include the cost of two (2) clean and maintained vehicles with average mileage per vehicle of 12,000 per year. • Mileage over 12,000 for each vehicle will be charged at the IRS specified rate. C -1 SPER Parking Enforce- 2 8 16 16 16 16 16 80 80 4,160 $22.19 $1,775.20 $1,775.20 $92,310.40 ment PER Parking Enforce- 2 8 16 16 16 16 16 80 80 4,160 $20.03 $1,602.40 $1,602.40 $83,324.80 ment SPER Training 4 320 $22.19 $7,100.80 (80 hrs. for backup and turnover) PER Training 4 320 $20.03 $6,409.60 (80 hrs. for backup and turnover) TOTAL 32 32 32 32 32 160 160 8,060 �� '` $3,377.60 $3,377.60 $18 &148.60 CONTINGENCIES $18,914.56 ANNUAL NOT TO EXCEED $208,060.16 C -1