HomeMy WebLinkAboutC-4333 CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
OFFICIAL PARKING ENFORCEMENT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this ,tP day of July, 2020 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 91007 ("City") and Inter-Con Security Systems, Inc., a 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 official
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 Official Parking
Enforcement Services 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 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. The City's responsibilities
are set forth in Exhibit "D" attached hereto and incorporated herein by reference.
Additional provisions governing the implementation of this Agreement are set forth in
Exhibit "E" attached hereto and incorporated herein by reference.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2020, to
June 30, 2023, 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. The term of 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.
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
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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: Neil Martau (Chief Administrative Officer), Arron Tschida (Director of
Operations), Mariana Alvarez (Contract Manager), and Eugene Gioia (Quality Control
Inspector).
3.2.5 City's Representative. The City hereby designates Chief Robert
Guthrie, 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 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
Leonardo Gorito, 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.
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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, and employees 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 directors, officials, 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
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, and
employees 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:
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(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; and (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.
The City, its directors, officials, officers, and employees 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.
3.2.10.3 Professional Liability. 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 Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees 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, and employees, or if excess, shall stand in an unbroken chain of
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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 Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees 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, and employees, 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, and employees
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 Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees 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, and employees.
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, and employees.
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, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
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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:VII, 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. 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.
3.2.10.9 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 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.
3.2.10.10 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. The total compensation shall not exceed two hundred
thirty-seven thousand two hundred forty dollars and sixty-four cents ($237,240.64) per
year from July 1, 2020, through June 30, 2021, 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 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, 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.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
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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:
Neil Martau, Chief Administrative Officer
Inter-Con Security Systems, Inc.
210 South De Lacey Avenue
Pasadena, CA 91105
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Chief Robert Guthrie
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 for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
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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. Except as otherwise required by
California law, 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, and employees 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. Notwithstanding
the foregoing, to the extent Consultant's Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City's choosing, 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, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, in any such suit, action or
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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 the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, 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, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 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 the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant 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 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 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.
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3.5.13 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,
and employees 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.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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.
3.5.19 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
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Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 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.
3.5.21 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.5.24 Force Majeure. Consultant shall not be liable for nonperformance
caused by an occurrence beyond its reasonable control including but not limited to, acts
of God or the public enemy, acts of the Government in either its sovereign or
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. Consultant shall notify City in writing
as soon as it is reasonably possible after the commencement of any force majeure
event, shall remedy such occurrence to the extent reasonably possible, and shall
promptly give written notice to City of the cessation of such occurrence.
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 NEXT PAGE]
13
In witness whereof the Parties have executed this Professional Services Agreement
on the date set forth below.
CITY OF ARCADIA INTER-CON SECURITY SYSTEMS,
INC.
By Ar.. %�/1
'rnic r zaretto Matthew E. Reeser
City Manager Vice-President
Date: —7' S -zo Date: 7/1/2020
ATTEST:
/1/4/14-& 'ir^' y By & U ,
City Clerk / Neil<iviartau
Chief Administrative Officer
APPROVED AS TO FORM:
P
Date:
7/1/2020
Stephen P. Deitsch
City Attorney CONCUR:
Ov
Rob= Guthrie
C of of Police
14
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide parking enforcement services according to the following
minimum specifications:
1 SCOPE OF SERVICES
1.1 Regular Duty.
1.1.1 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.
1.1.1.1 Under this Agreement, the Parties agree that bicycles as a mode of
transportation are not considered. Bicycles shall be considered an add-on cost,
and the Agreement cost will be adjusted if the City ever requests this service.
1.1.2 Issue parking citations for vehicles in violation of City, State, and Federal parking
laws and services. Both the California Vehicle Code (CVC) and the Arcadia
Municipal Code (AMC) will be used as the basis for issuing citations in the City.
1.1.3 Assist with the enforcement of private property parking regulations, enforcement
of regulations in parking facilities, and assisting with public service (as needed).
1.1.4 Provide customer service as needed to give directions, information, phone
numbers, etc.
1.1.5 Participate in any hearing processes or subsequent process involving a
contested or challenged parking citation or incident involving assigned parking
enforcement representatives. These hours shall be billed to the City as additional
hours.
1.2 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.
A-1
1.3 Related Activities. Report to designated City staff any unlawful act of any
condition or deficiency which may pose a hazard or danger to the general public.
1.4 Personnel Selection. Contractor is wholly responsible for the supervision of
contract employees and administration of the contract to the satisfaction of the
City. Contractor shall be responsible for providing competent personnel to assist
the City to enforce its parking regulations. Contractor shall be solely responsible
for selecting, hiring, employing, paying, supervising, training, and discharging its
personnel. Additionally, Contractor must ensure staffing to ensure all posts are
filled, complete performance evaluation of contract employees, conduct
disciplinary action against contract employees, and handle processing for all
payroll and benefits allowances for its employees. Contractor shall provide
personnel who meet the following minimum criteria:
1.4.1 Education. Each contract employee shall have a high school education or
equivalent (GED certificate).
1.4.2 Skill. Each contract employee shall be able to read, write, and speak the English
language and must be able to write intelligible reports.
1.4.3 Experience. Each contract employee shall have experience with similar types of
parking enforcement methods used by the City, and shall have expertise in the
management of parking enforcement duties in a market similar to the market in
which the subject duties are located.
1.4.4 Other Qualifications. Each contract employee:
1.4.4.1 Shall be at least eighteen (18) years of age.
1.4.4.2 Shall be physically and mentally capable of performing parking enforcement
duties.
1.4.4.3 Shall be neat and well groomed.
1.4.4.4 Shall have the ability to give and follow oral and written instructions in the
English language.
1.4.4.5 Shall have the ability to establish and maintain effective working
relationships with the public and City personnel.
A-2
1.4.4.6 Shall have a valid California State driver's license.
1.4.4.7 Shall be in possession of valid permits, licenses, and certifications required
for the performance of job-related duties.
1.4.4.8 Must be able to legally, safely, and properly operate necessary computer
databases, equipment, and tools.
1.4.4.9 Shall have the ability to operate motor vehicles and walk for several hours or
distances.
1.4.4.10 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.
1.4.4.10.1.1 It is incumbent upon Inter-Con to ensure any personnel assigned to
perform the job duties associated with the position are medically capable of
doing so. Considerations should include, but not limited to: sitting for long
periods, standing for long periods, walking, lifting, and working in inclement
weather.
1.4.4.11 Shall have undergone a criminal history check in order to determine that
contract employee possesses no felony criminal convictions. Misdemeanor
criminal convictions will be reviewed by the City on a case-by-case basis for
acceptability.
1.4.4.12 Shall have the ability to remain calm and use good judgment and initiative
in a confrontational or emergency situation. Shall be capable of acting in the
utmost professional manner when interacting with customers and the general
public.
1.5 Professional Behavior.
1.5.1 Contractor shall be responsible for the conduct, demeanor and appearance of its
employees while in the City or while acting in the course and scope of
employment.
A-3
1.5.2 While in the City or while acting in the course and scope of employment, all
employees of the Contractor shall be neat and clean, and shall act in a courteous
and professional manner. No employee shall use improper language or act in a
loud, offensive or otherwise improper manner.
1.5.3 Contract employees are trained as to the purpose of their positions and the
importance of performing their job duties according to the City's operating
instructions.
1.5.4 All contract employees shall at all times be polite and courteous in their dealings
with customers, treating the public with care and respect.
1.5.5 All contract employees are to be attentive, alert and responsive to all customer
issues, needs, comments or complaints.
1.5.6 All contract employees must speak clearly and in a professional manner while
interacting with customers or offering the assistance needed by each customer.
1.6 Job Classifications and Duties of Employees
1.6.1.1 Contractor must provide the classifications of all employee positions as
well as job description duties for each position. Classifications might include, but
are not limited to:
1.6.1.1.1 Senior/Supervisor Parking Enforcement Representative: Assist the parking
enforcement staff in regarding day-to-day operations and staffing issues. The
Supervisor shall be subject to the approval of the Chief of Police, or his
designee.
1.6.1.1.1.1 During the hours that the Supervisor is managing, supervising, and
operating the parking enforcement, he/she shall not simultaneously be
responsible for managing, supervising or operating any other non-City
operations.
1.6.1.1.2 Parking Enforcement Representative: Responsible for the day-to-day
management, supervision, and operation of all City-wide parking
enforcement.
A-4
1.7 Staffing Levels and Work Schedules.
1.7.1 Contractor shall be responsible for providing an adequate number of trained and
bonded personnel, as determined by the Chief of Police, or his designee.
1.7.2 Contractor shall employ at least one (1) supervisory level employee with
decision-making authority for this project.
1.7.3 Contractor shall ensure that at least one (1) supervisory level employee having
decision-making authority with regard to parking enforcement operation and
management is available to the City by mobile phone twenty-four (24) hours a
day, seven (7) days a week.
1.7.4 An average of one hundred twenty (120) hours of parking enforcement per week
and eight (8) hours of parking enforcement per weekend shall be performed by
contract employees. The total number of average hours is equal to one hundred
sixty-eight (128) hours.
1.7.5 Contractor will staff on/off-street parking enforcement and maintain enforcement
hours pursuant to the following:
1.7.5.1 On-Street Enforcement
1.7.5.1.1 Enforcement hours to be performed during peak parking and collection
demand times in concert with City direction.
1.7.5.1.2 Minimum of one (1) weekday early shift beginning at 2:00 AM per month.
1.7.5.1.2.1 Shift Example: 2:00 AM — 10:00 AM (8 hours)
1.7.5.1.3 Minimum of two (2) weekday late shifts ending at 6:00 PM per month.
1.7.5.1.3.1 Shift Example: 10:00 AM —6:00 PM (8 hours)
1.7.5.1.4 Minimum of two (2) weekend overnight shifts per month (one (1) person on
Saturday and one (1) person on Sunday) It shall be up to the discretion of the
Contractor to determine if weekend contract employees are full-time or part-
time status.
A-5
1.7.5.1.4.1 No overtime rates will be honored for weekend shifts worked by a full-time
Senior Parking Enforcement Representative or full-time Parking Enforcement
Representatives.
1.7.5.1.5 Shift Example: 2:00 AM — 6:00 AM (4 hours)
1.7.5.2 Off-Street Enforcement
1.7.5.2.1 Enforcement of each off-street parking location every day.
1.7.5.2.2 Enforcement seven (7) days per week per the Chief of Police or his designee.
1.7.6 Contractor shall be responsible for making available for participation in a 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 Chief of Police, or his designee.
1.7.7 The Chief of Police, or his designee, maintains approval rights for the appointing
of all parking enforcement positions. The City reserves the right to request that
an employee be replaced at any time without cause.
1.8 Training.
1.8.1 Contractor shall provide training programs for all regular and replacement
contract employees who work in the City, in their respective scope of job duties.
Additionally, and as needed, Contractor shall provide retraining and continuing
education for contract employees.
1.8.1.1 Contractor shall train all of its employees prior to being assigned for
service in the City.
1.8.1.2 The initial training shall be in the form of an employee orientation lasting
no less than eight (8) hours. The employee(s) shall complete this training within
ten (10) days of their hire date. Contractor shall notify the City of completion of
said completion.
1.8.2 Training shall be comprehensive and include information on topics including but
not limited to:
A-6
1.8.2.1 General parking enforcement programs and duties.
1.8.2.1.1 California Vehicle Code (CVC), Arcadia Municipal Code (AMC) and
ordinances related to parking enforcement.
1.8.2.2 Specific policies and procedures adopted by the City.
1.8.2.3 Customer service and expectations.
1.8.2.4 Ethnic sensitivity training.
1.8.2.4.1 Dealing with persons with disabilities and the Americans with Disabilities Act
of 1990.
1.8.2.5 Dealing with difficult people.
1.8.2.6 Conflict Management and dispute resolution.
1.8.2.7 Civil rights laws and procedures.
1.8.2.8 Giving testimony and courtroom and hearing procedures.
1.8.2.9 Job procedures and emergency protocols.
1.8.2.10 Job safety as required by OSHA/WISHA.
1.8.2.11 Public Safety.
1.8.3 Training shall include instruction on communications 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 techniques, and citation devices if available.
1.8.4 Contractor shall submit a copy of its Employee Training Manual to the City within
fourteen (14) calendar days after award of Professional Services Agreement for
approval, in writing, to the Chief of Police or his designee.
A-7
1.8.5 A copy of the written training procedures for all employee classifications shall be
submitted for review and approval to the Chief of Police, or his designee. The
City retains the right to amend any contract employee's training program.
1.8.6 Contractor shall make necessary revisions to training on an as-needed basis, but
at least on an annual basis, submitted to and approved, in writing, by the Chief of
Police or his designee.
1.8.7 In addition to said training, Contractor will be responsible for all additional training
beyond the 80-hours of job-specific training provided by, and paid, for by the City.
1.9 Uniforms.
1.9.1 Contractor will be responsible for providing contract employees with a
conspicuous I.D. badge and distinct uniform that is proper, complete and
acceptable. The Chief of Police, or his designee shall approve any uniform and
I.D. badge proposed by the Contractor.
1.9.2 Each contract employee shall receive two sets of uniforms per year. The
uniforms shall be replaced annually or on an as-needed basis.
1.9.3 Uniforms shall include name tag and "Arcadia Parking Enforcement" placed on
the front and back of the uniforms.
1.9.4 The City retains the right to determine what is a proper, complete, and
acceptable uniform. Uniform design must be approved by the City.
1.9.5 Contractor shall be responsible for making sure uniforms are complete, clean,
pressed, and professional in appearance.
1.9.6 All contract employees are to be in complete uniforms at any time they are
engaged in enforcement duties, or appearing in court in matters relating to their
employment with the City.
1.9.7 All contract employees must carry photo identification and a copy of their work
identification while on duty.
A-8
1.10 Equipment. Contractor will be financially responsible for all lost or damaged City
property (ticket holders, radios, and citation devices) that are issued to Contractor
employees.
1.10.1 Vehicles. Contractor is responsible for supplying its transportation requirements
including a minimum of two (2) regulatory vehicles for use in the performance of
on-street enforcement duties.
1.10.1.1 Contractor shall pay for all associated vehicles costs including but not
limited to gasoline and maintenance.
1.10.2 All vehicles used by Contractor in its performance of this Agreement shall:
1.10.2.1 Be clearly identified as performing parking enforcement.
1.10.2.2 Be operated at all times in compliance with all state and local motor
vehicle laws.
1.10.2.3 Have a prominent sign on the rear of the vehicle warning of frequent
stops.
1.10.2.4 Contractor is responsible for the cleanliness, repair, and replacement of all
vehicles used in the performance of this Contract.
1.10.2.5 Contractor will provide the Chief of Police, or his designee with a set of
spare keys of the vehicles assigned in the Contract.
1.11 Reports. Contractor will be responsible for providing a monthly summary of
Contractor 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).
1.12 Other. Contractor shall be responsible for assuring employee compliance with all
laws and regulations, compliance for all employment related laws and regulations,
responding to inspections/audits by regulatory agencies and the City, and will pay
any fines or assessments levied by regulatory agencies.
A-9
Exhibit "B"
SCHEDULE OF SERVICES
Consultant shall perform duties as needed and required pursuant to the terms of the
Agreement.
B-1
Exhibit "C"
COMPENSATION
City shall compensate Inter-Con for the services provided hereunder as follows:
Position Regular Bill Rate Overtime Bill Rate
Parking Enforcement $30.51 $45.77
Representative(Day)
Parking Enforcement $36.05 $54.08
Representative(Grave)
Senior Parking Enforcement $38.82 $58.23
Representative(Grave)
Senior Parking Enforcement $33.28 $49.92
Representative(Day)
Parking Enforcement $43.39 $65.09
Representative(Weekend Grave)
Hourly Wage Hourly Wage Hourly Wage
Position Year 1 Year 2 Year 3
Parking Enforcement Representative(Day) $16.00 $16.50 $17.00
Parking Enforcement Representative(Grave) $20.00 $20.50 $21.00
Senior Parking Enforcement Representative $18.00 $18.50 $19.00
(Day)
Senior Parking Enforcement Representative $22.00 $22.50 $23.00
(Grave)
Parking Enforcement Representative $25.00 $25.50 $26.00
(Weekend Grave)
The total cost per year shall not exceed two hundred thirty-seven thousand two hundred
forty dollars and sixty-four cents ($237,240.64). Thus, for the first three years of the
contract, from July 1, 2020, through June 30, 2023, the total cost shall not exceed
seven hundred eleven thousand seven hundred twenty-one dollars and ninety-two cents
($711,721.92).
Inter-Con indicates no contingencies and the labor rates of all parking enforcement
representatives will be held constant throughout the 3-year term. However, rates are
subject to review upon renewal at the end of Year 3. The Parties will review costs during
the City's budget preparation process during the first quarter of 2023.
1 SPECIAL PROVISIONS
C-1
1.1 The rates above are based on services provided for one hundred twenty-eight (128)
hours per week. A rate adjustment will be made for any significant decrease in
service hours.
1.2 The pricing factored into the fully burdened billing rates in this Agreement are based
on current medical insurance pricing using the best information available to Inter-
Con.
1.3 lnter-Con's rates include the cost of eight (8) hours of initial training and eight (8)
hours of annual refresher training.
1.4lnter-Con will have available a minimum of two (2) part-time Reserve Force Parking
Enforcement Representatives to ensure post coverage at all times.
1.5A11 Inter-Con personnel will be provide with 40 hours of Paid Time Off.
1.6All Inter-Con personnel will be provided with Sick Leave according to Inter-Con's
Paid Time Off Plan.
1.7 Special Event hours and/or Additional Details as requested by the City will result in
additional billable hours for service performed.
1.8 Court-related time will be set at a one-hour minimum or actual time (at the overtime
rate if not on-duty).
1.9 Beginning July 1, 2023, qualified contract employees may receive a step increase at
twelve (12) month intervals. The advancement through the salary steps will be
discretionary based upon satisfactory performance and continuous service in the
same classification.
1.10 Inter-Con will recognize the following six (6) holidays, whereupon PERS will be
paid for a full eight (8) hour shift. This cost is included in Inter-Con's rate and will not
be billed to the City. President's Day and Veteran's Day are not included in the
recognized holidays.
C-2
Recognized Holidays
New Year's Day Thanksgiving Day
Memorial Day Christmas Day
Independence Day
Labor Day
1.11 The hourly rates shown include the cost of two (2) clean and maintained vehicles
with average mileage per vehicle of twenty-five thousand (25,000) per year.
1.12 Mileage over twenty-five (25,000) for each vehicle will be charged at the IRS
specified rate.
1.13 Beyond the dedicated Senior/Supervisory level PER that is embedded in this
program, Inter-Con will also provide an assigned Project Manager. Inter-Con will
provide the City with the full support of their 24/7 Global Security Operations Center
as well the daily support of Recruiting, Logistics, Training, Payroll, Billing,
Accounting, Technology, and Contracting teams.
1.14 Inter-Con's rates assume that the City will pay for all services performed monthly
in arrears and will provide payment to Inter-Con no later than thirty (30) days after
receipt of Inter-Con's monthly invoice ("Due Date").
C-3
Inter-Con's Program Costs and Staffing Levels
Positions Job Duties Labor 8 of Daily Service Hours Total Total Hourly Pod _
Classification Rate' Staff MO TUES WED THURS FR! SAT SUN Hours per Annual Billing weekly COSI r Annual Cog
Week Hours Rate
152 we**,I (Resin
Parking
Enforcement Parking
Representative Erpucement $16.00 1 8 8 8 8 8 40 2080 $30.51 $1,220.40 $63,460.80
(Day)
Parking i ._
Enforcement Parting
Representative Enforcement $20.00 1 8 8 8 8 8 40 2080 $36.05 $1,442.00 $74,884.00
(Grave)
Senior Parking
Enforcement Erforcement
Representative &Sopervisk5n $22.00 1 8 8 8 8 8 40 2080 $38.82 $1,552.80 $80,745.60
(Grave)
Parking J_ —
Enforcement
Representative Parkng $25.00 1 4 4 8 416 $43.39 $347.12 ' $18,050.24
(Weekend Eefo-cement
Grave)
Total 4 24 24 24 24 24 4 4 128 6,656 $4,562.32 $237,240.64
Contingencies
(percentage to We do not anticipate any contingencies.Our rates are fully burdened with the costs required to perform the requirements outline in the RFP and
be determined I Q&A.Any add-on Lusts(such as bicycles)if ever required will be adjusted for at that time.
by Contractor)
Annual Amount Not to Exceed $237,240.64
C-4
Exhibit "D"
CITY RESPONSIBILITIES
1 CITY GENERAL OBLIGATIONS
1.1 Background Check. City will, at its expense, conduct a background check as part
of the proposal evaluation process of any employee that may include, but is not
limited to: fingerprinting, a check of criminal convictions, and driving history. If the
City determines, through said background check, that a contract employee is not
qualified to provide services to the City as specified in the RFP and Contract, the
City will notify the Contractor in writing as to the City's findings. Although the
Contractor may retain the disqualified employee, the Contractor must not use or
dispatch the disqualified employee for a service that the Contractor provides to the
City under the RFP and Contract.
1.2Training. City shall pay wages for eighty (80) hours of job-specific training for each
contract employee, which will occur over the course of a two (2) week period.
Training will be administered by the Chief of Police's designee.
1.3Communications 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 equipment.
1.4Citation Equipment. City will supply Contractor with hand-held citation devices at
City's expense. City shall be responsible for normal maintenance and service of said
equipment and related supplies.
1.5Towing. City will be responsible for providing a separate contact for towing
(impounding/immobilization) services associated with municipal parking
enforcement, and shall be solely responsible for the actual impoundment and/or
immobilization of vehicles.
2 CITY RIGHTS
2.1 The City retains the following rights:
2.1.1 The right to set all hours of enforcement operations and approve daily and
weekly assignment schedules.
D-1
2.1.2 The right to modify, alter, and/or delete procedures, instructions, and codes
during the term of the Contract.
2.1.3 The right to demand additional information and reports, including, but not limited
to drug-screening reports, as may be permitted by law.
2.1.4 The right to modify, exchange, add, delete, or replace any City supplied forms
and/or equipment.
2.1.5 The right to approve or disapprove of any new hire assigned to the Contract.
2.1.6 The right to withdraw the enforcement authority of any contract employee, either
permanently or temporarily, when such action is in the best interests 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.
2.1.7 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.
D-2
Exhibit "E"
ADDITIONAL PROVISIONS
1 ADDITIONAL PROVISIONS
1.1 Billing. The billings for all services rendered pursuant to the Agreement shall be
submitted monthly, based upon the services rendered at the time of the submission, to
City by Contractor, and shall be paid by the City within twenty (20) days after receipt of
same.
1.2 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 representative (PER) that issued the parking citation as long as he/she
follows up with a correct citation. If the PER determines that the parking citation should
be voided due to an error on his/her part, and a correct cite will not be issued, the PER
shall obtain authorization for such void from the highest ranking representative on duty
at the time that the decision is made. If the said representative cannot be reached, the
issuing PER shall obtain authorization from person(s) named by the Contractor Director
and the Chief of Police, or his designee.
1.3 Unsatisfactory/Unjustified Void of Parking Citations.
1.3.1 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 Chief of Police, or
his designee. Weekly, the Chief of Police, or his designee, will report to the Contractor
any unsatisfactory and unjustified voids by an PER. The Contractor shall be
responsible for reporting the appropriate action taken to prevent future occurrences. At
no such time shall an PER exceed two percent (2%) of unsatisfactory or unjustified
voids in a one-month period. If this does occur, Contractor must deduct $5.00 per void
in excess of two percent (2%) per PER. This condition will apply to all PERs who have
been working for the Contractor for more than one month.
1.3.2 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 considerations include: A sign missing from a
street whereby 13 vehicles were cited because PER did not realize the sign was
missing; PER fails to realize that a street was exempt from the overnight parking
ordinance; PER does not honor a special exemption for an event.) If a continual error
has been brought to an PER's attention, and if the problem continues to occur, it will not
be deemed for special consideration.
E-1
1.3.3 The parties agree that Inter-Con shall be liable for two hundred dollars ($200.00)
liquidated damages if a scheduled eight (8) hours shift is unfilled due to short staffing
(equivalent to a $200.00 maximum penalty per day). In regards to tardiness, penalty of
fifty dollars ($50.00) for every fifteen (15) minutes a contract employee is late up to one
(1) hour or two hundred dollars ($200.00) total.
1.4 Unsatisfactory/Unjustified Void of Parking Citations.
1.4.1 Medical Reimbursement. The billing rates listed in the Agreement are based in
part on an average percentage of enrollment in Inter-Con's medical insurance plans. As
of July 1, 2020, Inter-Con's medical rate is $328.62 per month (based on an 80/20
employer/employee split). Both Parties agree that it is possible for one or more PER or
SPER to enroll or disenroll in medical insurance throughout the initial term of the
Agreement. Thus, the billing rates presented in the Agreement are inflated to cover
premiums for potential enrollment. To ensure the City does not pay for employees who
do not actually enroll in medical insurance, Inter-Con shall perform a medical insurance
cost review at the end of the initial three-year term to determine the actual expenditure
total for medical insurance. Should this amount be below the amount the City paid
according to the Agreement's established bill rates (Exhibit "C"), Inter-Con shall provide
the City with a refund, or credit to Year 4 in the event there be mutual agreement of the
Parties to extend the term by one year as allowed under the Agreement.
Furthermore, upon completion of the medical insurance cost review, Inter-Con shall
provide the City with a report detailing the total cost of medical insurance for each
employee (itemized by month and year) and identify the variance in bill rates.
The underlying rate for medical insurance contained within the established fully-loaded
bill rates (Exhibit "C") is shown in the table below. At the end of Year 3, the amount of
medical insurance for which the City has already paid will be calculated by taking all
billed hours for the positions below and multiplying those hours by the respective hourly
rates in "Medical Insurance Provision" column.
Medical Insurance
Position Provision Regular Bill Rate
Parking Enforcement $0.56 $30.51
Representative(Day)
Parking Enforcement $0.56 $36.05
Representative(Grave)
Senior Parking Enforcement $0.56 $38.82
Representative(Grave)
Senior Parking Enforcement $0.56 $33.28
Representative(Day)
Parking Enforcement - $43.39
Representative(Weekend Grave)
It should be noted that there is no hourly medical rate for the Weekend Grave position
as this is as a Part-Time position with no eligibility for medical insurance.
2 CITY SUPERVISION
2.1 The City's Chief of Police, or his designee, shall have the right of general
supervision of all work performed by Contractor and shall be the City's agent with
respect to obtaining Contractor's compliance hereunder. No payment for any services
rendered under the Agreement shall be made without prior approval of the Chief of
Police, or his designee.
E-2
Rachelle Arellano
From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Sent: Tuesday, July 14, 2020 4:17 PM
To: Rachelle Arellano
Subject: RE: City Attorney review - 7/14/2020
Rachelle, I approve as to form the PSA with Inter-Con Security re parking enforcement services. Please use my stamped
signature to approve as to form.
Thanks.
Steve
Stephen Deitsch
Partner
stephen.deitsch@bbklaw.com
T:(909)483-6642 C: (951)662-9343
www.BBKlaw.com E I-t J-
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.,. , of home and public health orders issued in multiple counties across the U.S. require our offices to be
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on your matter.
From: Rachelle Arellano [mailto:rarellano@arcadiaca.gov]
Sent: Tuesday, July 14, 2020 10:08 AM
To: Stephen P. Deitsch
Cc: City Attorney
Subject: City Attorney review - 7/14/2020
CAUTION -EXTERNAL SENDER.
Hi Steve,
Attached is a folder with the following items for your review:
1. Amendment No. 2 School Crossing Guard
2. Letter regarding DUI — Received by Robert Base
3. Official Parking Enforcement Services — PD
4. Preparation of the Multi-Benefit Stormwater Project Concept Reports for the Rio Hondo/San
Gabriel River Water Quality Group
5. Resolution No. 7327 -ASD (follow up from last week)
1