Loading...
HomeMy WebLinkAboutHA40360 Courtesy Patrol Svcs for the PDHA PropertiesContract No. HA40360 STAFF REPORT PALM DESERT HOUSING AUTHORITY Community Development Department MEETING DATE: August 27, 2020 PREPARED BY: Jessica Gonzales, Senior Management Analyst REQUEST: Authorize the award of Contract No. HA40360 to Southwest Protective Services, Inc. dba Southwest Security for Courtesy Patrol Services at the Palm Desert Housing Authority Properties in a total annual amount not to exceed $139,280. Recommendation By Minute Motion that the Housing Authority Board, 1) Waive any and all irregularities and authorize the award of Contract No. HA40360 to Southwest Protective Services, Inc. dba Southwest Security for Courtesy Patrol Services at the Palm Desert Housing Authority (the "Authority") properties in a total annual amount not to exceed $139,280 (includes annual cost in the estimated amount of $110,712 in the initial year, $116,280 for the second year, and up to $23,000 annually for additional services to be requested as needed); and 2) Authorize RPM Company, the Authority's contracted management company, to enter into a contract with Southwest Protective Services, Inc. dba Southwest Security for Courtesy Patrol Services for the routine and additional services needed; and 3) Authorize the Executive Director and her designee to take any necessary actions to facilitate the contract and execute any documents necessary to effectuate the services and actions taken herewith. Monies are available in the Authority's operating budget, in the appropriate Authority accounts for each property. Housinq Commission Recommendation The Housing Commission will receive the Authority Board's action on this request as information once the Housing Commission meetings resume. The Housing Commission Chair was consulted on this item and concurred the need to move to the Authority Board for consideration. August 27, 2020 — Staff Report Courtesy Patrol Services Award of Contract Page 2 of 3 Strateqic Plan This request does not apply to a specific strategic plan goal. BackQround Analvsis A notice inviting proposals for Courtesy Patrol Services (the "Services") at the Authority Properties was posted on the City's electronic bid system, Planet Bids. A request for proposals ("RFP") was issued so that any interested provider could identify the services their company provides as opposed to a one-size fits all approach. The recommendation is not based solely on price, but on the types of services each provider offers. Based on the Services needed at each of the Properties, City staff and RPM staff reviewed and evaluated each provider's proposal using evaluation criteria that demonstrated which provider could best meet or exceed the scope of services. On Tuesday, August 4, 2020 at 2:00 p.m., the proposals were due and six (6) proposals were received via the City's Planet Bids portal. Staff reviewed the proposals and determined that the most qualified service provider and best overall value for services proposed was submitted by Southwest Security. Southwest Security provided a customized packet unique to the Authority's RFP but did not use the submission forms. Although Southwest Security proposal did not include at the time of submittal, a confirmation that the submitted proposal would be valid for 90 days, or a statement that none of the services would be subcontracted, Southwest Security's proposal meets the qualifications for the RFP. Southwest Security is the Authority's current courtesy patrol provider and has been performing satisfactorily. The current contract term expired on June 30, 2020, and prior to expiration staff offered the option to renew the existing contract. Southwest requested an increase exceeding the contractual amount allowed increase of 2%. Staff found it would be in the best interest of the Authority to solicit proposals and verify the increased price was within current industry standards for such services. Although Southwest Security's proposal cost includes an increase in the second year of services, the cost for the services proposed was reasonable and in range with the other proposals. Southwest Security's submittat provides for both vehicle and foot patrol services. Southwest Security offers DesertTrack, a high quality and advanced technology that monitors patrol officer's location and operates a local Coachella Valley dispatch center 24/7/365. In addition, the patrol officers are equipped with body worn cameras and Southwest Security references over 60 years of combined team experience and knowledge in the local security industry. Staff is requesting an additional $23,000 to provide optional services at the request of the Authority as needed. This would include services such as additional patrol hours, patrol August 27, 2020 — Staff Report Courtesy Patrol Services Award of Contract Page 3 of 3 officers, weekend coverage, or any unexpected events, etc. The cost of the additional services will vary depending on what services are requested. RPM Company is authorized to enter into agreements as necessary to provide certain services to the Properties. The type of services being requested require day-to-day responses, so staff is recommending that the Authority Board authorize RPM Company to enter into the contract with Southwest Security and to authorize RPM to solicit any additional services as needed up to the value of $23,000. Southwest Security's proposal exceeds the qualifications for the scope of services. Staff recommends that the Authority Board waive the identified irregularities and any other minor irregularities that may exist, and that the Authority Board award a two (2) year contract to Southwest Security for courtesy patrol services at the Authority Properties in a total annual amount not to exceed $139,280. At the expiration of the two years, the Authority reserves the right to extend the contract for an additional three (3) one-year terms based on the performance of Southwest Security. Fiscal Analvsis The fiscal impact of this contract is the cost of the contract based on the courtesy patrol services and any additional services that may be needed in the total annual amount not to exceed $139,280. LEGAL REVIEW Robert W. Hargreaves City Attorney DEPT. REVIEW FINANCIAL REVIEW ASSISTANT CITY MANAGER � cs't_c�..dc1L ga,1.r.�'?"yI. ?�?oo� Ryan Stendell Director of Community Janet Moore Development Director of Finance City Manager, Lauri Aylaian: CONTRACTOR: Southwest Protective Services, Inc. dba Southwest Security 45-100 Golf Center Parkway, Suite E Indio, CA 92201 .�lndy �'irestine Andy Firestine Assistant City Manager ATTACHMENTS: Draft Agreement DRAFT FOR DISCUSSION PALM DESERT HOUSING AUTHORITY COURTESY PATROL SERVICES AGREEMENT Contract No. ____________ 1. PARTIES AND DATE. This Agreement is made and entered into this __27th__ day of __August__, 2020, by and between the Palm Desert Housing Authority, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, County of Riverside, State of California (“Authority”) and Southwest Protective Services, Inc. dba Southwest Security, a Corporation, with its principal place of business at 45100 Golf Center Parkway, Suite E, Indio, CA 92201 ("Consultant"). Authority and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Project. The Palm Desert Housing Authority is a public agency of the State of California and is in need of professional services for the following project: COURTESY PATROL SERVICES (hereinafter referred to as “the Project”). 2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Authority on the terms and conditions set forth in this Agreement. Consultant is duly licensed and has the necessary qualifications to provide such services. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the Authority all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the 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 September 1, 2020 to August 31, 2022, unless earlier terminated as provided herein. The Authority shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Payment of Subordinates. 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. Authority retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of the Authority and Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -2- 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 in a prompt and timely manner 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 expeditiously. Upon request of Authority, 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 approval of the Authority. 3.2.4 Substitution of Key Personnel. Consultant has represented to the Authority that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of the Authority. In the event that the Authority and Consultant cannot agree as to the substitution of key personnel, the Authority shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Jason Jackson, President &CEO. 3.2.5 Authority's Representative. The Authority hereby designates Jessica Gonzales, Senior Management Analyst, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("Authority's Representative"). Authority's Representative shall have the power to act on behalf of the Authority for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on the Authority's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, the Authority's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Jason Sackson, President & CEO, or his/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/her 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 Authority staff in the performance of Services and shall be available to Authority'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 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -3- California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Authority, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub- consultants who is determined by the Authority 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 Authority, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the Authority and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the Authority will suffer damage. 3.2.10 Laws and Regulations; Employee/Labor Certification. 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, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the Authority to terminate the Agreement for cause. 3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. 3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex 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 the Authority's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.3 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. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -4- 3.2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting Consultant’s indemnification of the Authority, and prior to commencement of the Services, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to the Authority. (A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (B) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. (D) Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to the Authority, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Authority, the City and their respective officers, agents, employees, volunteers and representatives. (E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: (1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (2) Pay on behalf of wording as opposed to reimbursement; (3) Concurrency of effective dates with primary policies; and Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -5- (4) Policies shall “follow form” to the underlying primary policies. (5) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (F) Fidelity Coverage. Consultant shall provide evidence of fidelity coverage on a blanket fidelity bond or other acceptable form. Limits shall be no less than $1,000,000 per occurrence. (G) Cyber Liability Insurance. Consultant shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall include the following coverage: (1) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory f ines arising from such theft, dissemination or use of the confidential information. (2) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. (3) Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. (4) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rig hts. (5) Liability arising from the failure to render professional services If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. 3.2.11.2 Other Provisions or Requirements. (A) Proof of Insurance. Consultant shall provide certificates of insurance to the Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the Authority at all times during the term of this Agreement. Authority reserves the right to require complete, certified copies of all required insurance policies, at any time. (B) Duration of Coverage. Consultant shall 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 Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -6- (C) Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the Authority shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Authority before the Authority’s own insurance or self-insurance shall be called upon to protect it as a named insured. (D) Authority’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, the Authority has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by the Authority will be promptly reimbursed by Consultant, or the Authority will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the Authority may terminate this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants. (G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder. (H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Authority requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. (I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Authority with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -7- (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the Authority, the City and their respective officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the Authority and approved of in writing. (L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants, subcontractors, and others engaged in the Project will be submitted to the Authority for review. (N) Authority’s Right to Revise Specifications. The Authority and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the Authority and Consultant may renegotiate Consultant’s compensation. If the Authority reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the Authority. Authority reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the Authority. (P) Timely Notice of Claims. Consultant shall give the Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (Q) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. 3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -8- § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies of this Section. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, 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 an annual amount of One Hundred and Ten Thousand and Seven Hundred Twelve Dollars ($110,712) for the first term year and One Hundred and Sixteen Thousand and Two Hundred Eighty Dollars ($116,280) without written approval of the City Council or City Manager, as applicable. 3.3.2 Payment of Compensation. Consultant shall submit to the Authority monthly invoices which provide a detailed description of the Services and hours rendered by Consultant. Authority shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the Authority disputes any of Consultant's fees, the Authority shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to the Authority within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the Authority for any reason whatsoever. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the Authority, or included in Exhibit "C" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, the Authority may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by the Authority 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 written authorization from the Authority. 3.4 Labor Code Requirements. 3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. Authority shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -9- copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the Authority, the City and their respective officials, officers, employees, agents, volunteers and representatives, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of Services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the Authority. Consultant shall defend, indemnify and hold the Authority, the City and their respective officials, officers, employees, agents, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant. 3.4.3 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 Accounting Records. 3.5.1 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 the Authority 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. 3.6 General Provisions. 3.6.1 Termination of Agreement. 3.6.1.1 Grounds for Termination. Authority 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 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -10- to the Authority, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, the Authority 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. 3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, the Authority may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6.2 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: Southwest Protective Services, Inc. Dba Southwest Security 45-100 Golf Center Parkway, Suite E Indio, CA 92201 ATTN: Jason Jackson, President & CEO Authority: Palm Desert Housing Authority 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Teresa Vakili, RPM Company, Southern Region Vice President 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. 3.6.3 Ownership of Materials and Confidentiality. 3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for the Authority 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"). All Documents & Data shall be and remain the property of the Authority, and shall not be used in whole or in substantial part by Consultant on other projects without the Authority’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to the Authority reproducible copies of all Documents & Data, in a form and amount required by the Authority. Authority reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by the Authority at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to the Authority upon payment of the undisputed amount. Consultant shall have no right to retain or fail Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -11- to provide to the Authority any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to the Authority upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify the Authority and provide the Authority with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that the Authority is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 professionals other than Consultant or its subconsultants, or those provided to Consultant by the Authority. 3.6.3.3 Right to Use. Authority shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at the Authority’s sole risk. If the Authority uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the Authority upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3.4 Indemnification – Documents and Data. Consultant shall defend, indemnify and hold the Authority, the City, and their respective directors, officials, officers, employees, volunteers, agents and representatives free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by the Authority of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & 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 the Authority, 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 the Authority'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 the Authority. 3.6.3.6 Confidential Information. The Authority shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the Authority's Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -12- legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the Authority shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give the Authority written notice of Consultant's objection to the Authority's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the Authority, the City and their respective officers, officials, directors, employees, agents, volunteers and representatives from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. Authority shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with the Authority's choice of legal counsel), and hold the Authority harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that the Authority release such information. 3.6.4 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. 3.6.5 [Reserved] 3.6.6 Indemnification. 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of the Authority’s choosing), indemnify and hold the Authority, the City and their respective officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the Authority. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the Authority, the City and their respective officials, officers, employees, agents, volunteers or representatives. 3.6.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 3.6.7 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. 3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -13- 3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.10 Authority's Right to Employ Other Consultants. Authority reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the Authority, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of the Authority. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.6.13 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 subconsultants of Consultant, except as otherwise specified in this Agreement. All references to the Authority include the City and their respective elected officials, officers, employees, agents, volunteers and representatives 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. 3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 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. 3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 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. 3.6.18 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, the Authority shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of the Authority, during the term of his or her service with the Authority, shall have any direct interest in this Agreement, or obtain any Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -14- present or anticipated material benefit arising therefrom. 3.6.19 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. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. [SIGNATURES ON NEXT PAGE] Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -15- SIGNATURE PAGE TO COURTESY PATROL SERVICES AGREEMENT BY AND BETWEEN THE PALM DESERT HOUSING AUTHORITY AND SOUTHWEST PROTECTIVE SERVICES, INC. DBA SOUTHWEST SECURITY IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. PALM DESERT HOUSING AUTHORITY AGENT By: Teresa Vakili, RPM Company, Southern Region Vice President APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney SOUTHWEST PROTECTIVE SERVICES, INC. DBA SOUTHWEST SECURITY By: Its: Printed Name: By: Its: Printed Name: Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -16- Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 -17- Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual  Corporate Officer Title(s) Title or Type of Document  Partner(s)  Limited  General Number of Pages  Attorney-In-Fact  Trustee(s)  Guardian/Conservator Date of Document  Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-1 EXHIBIT "A" SCOPE OF SERVICES In accordance with the RFP, Courtesy Patrol Services for Residential Rental Properties, dated July 9, 2020, incorporated herein by reference and any additional Services as proposed by Southwest Security submittal in response to the RFP on August 4, 2020, incorporated herein by reference and attached. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-2 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-3 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-4 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-5 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-6 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-7 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-8 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-9 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-10 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-11 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-12 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-13 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-14 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-15 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-16 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-17 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “A”-18 Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “B”-1 EXHIBIT "B" SCHEDULE OF SERVICES In accordance with the Patrol Shifts as described in the RFP, Courtesy Patrol Services for Residential Rental Properties, dated July 9, 2020, incorporated herein by reference. The actual scheduled Patrol Shifts time will be determined by the Authority and agreed to by both the Firm and the Authority prior to the start of the contract. Contract No. ____________ (BB&K 2019) 72500.00001\32374887.1 Exhibit “C”-1 EXHIBIT "C" COMPENSATION In accordance with Southwest Security fee proposal included in the submittal in response to the Courtesy Patrol Services for Residential Rental Properties RFP on August 4, 2020, incorporated herein by reference and attached as part of Exhibit A, page 18. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, at the discretion of the Authority. Any increase contemplated shall be the percentage rate increase in accordance with the Consumer Price Index, All Urban Consumers, Los Angeles-Riverside-Orange Counties, but not to exceed more than two percent (2%).