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HomeMy WebLinkAboutAgreement A-20-493 with Pacific Valley Patrol.pdf-1- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A G R E E M E N T THIS AGREEMENT is made and entered into this 15th day of November, 2020, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "COUNTY", and Cristiano Lopes, DBA, Pacific Valley Patrol, a private security agency, whose address is P.O. Box 9670, Fresno, CA 93705, hereinafter referred to as "CONTRACTOR". W I T N E S S E T H: WHEREAS, COUNTY, through its Department of Social Services (DSS), has a need for security services at local motels providing emergency shelter in response to the COVID-19 Public Health Emergency (COVID-19); and WHEREAS, CONTRACTOR has the equipment and personnel skilled in the provision of such services and CONTRACTOR is willing to provide said services pursuant to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties hereto agree as follows: 1.OBLIGATIONS OF THE CONTRACTOR A. CONTRACTOR shall provide all security services as set forth in Exhibit A, attached hereto and by this reference incorporated herein. 2. TERM The term of this Agreement shall be for a period of eight (8) months, commencing on November 15, 2020 through June 30, 2021. This Agreement may be extended for one (1) additional consecutive twelve (12) month period upon written approval of both parties no later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The COUNTY’s DSS Director, or his or her designee, is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’S satisfactory performance. 3. TERMINATION A.Non-Allocation of Funds - The terms of this Agreement, and the services to be provided hereunder, are contingent on the approval of funds by the appropriating government Agreement No. 20-493 -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. B. Breach of Contract - The COUNTY may immediately suspend or terminate this Agreement in whole or in part, where in the determination of the COUNTY there is: 1) An illegal or improper use of funds; 2) A failure to comply with any term of this Agreement; 3) A substantially incorrect or incomplete report submitted to the COUNTY; 4) Improperly performed service. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon demand, or at COUNTY’s option; such repayment shall be deducted from future payments owing to CONTRACTOR under this Agreement. C. Without Cause - Under circumstances other than those set forth above, this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an intention to terminate to CONTRACTOR. 4. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance Exhibit B, “Budget Summary,” attached hereto and by this reference incorporated herein. Payment shall be made upon certification or other proof satisfactory to COUNTY that services have actually been performed by CONTRACTOR as specified in this Agreement. The maximum compensation amount under this Agreement for the initial term through June 30, 2021 shall not exceed Three Hundred Ten Thousand, Three Hundred Twenty and No/100 Dollars ($310,320). -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 If performance standards are met and this Agreement is extended for an additional twelve (12) month renewal period pursuant to Section Two (2), TERM, herein, then in no event shall the maximum compensation amount under this Agreement for the term July 1, 2021 through June 30,2022 exceed Two Hundred Sixty-One Thousand, Six Hundred Sixty-Nine and 00/100 Dollars ($261,669). In no event shall the total maximum compensation amount under this Agreement be in excess of Five Hundred Seventy-One Thousand, Nine Hundred Eighty-Nine and No/100 Dollars ($571,989). It is understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR. CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month for expenditures incurred to provide services rendered in the previous month to: DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears, for actual services provided during the preceding month, within forty-five (45) days after receipt, verification, and approval of CONTRACTOR’s invoices by COUNTY’s DSS. A monthly activity report shall accompany the invoice, reflecting services supported by the invoiced expenditures and be in a form and in such detail as acceptable to the COUNTY’s DSS. All final claims for funding shall be submitted by CONTRACTOR within sixty (60) days following the final month of services. At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90) day period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or COUNTY’s DSS Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in Paragraph Three (3) of this Agreement. 5. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and -4- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 6. MODIFICATION: Any matters of this Agreement may be modified from time to time by the written consent of all the parties without, in any way, affecting the remainder. 7. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the prior written consent of the other party. 8. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees under this Agreement. 9. INSURANCE Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third -5- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract. B. Automobile Liability Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY. CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. -6- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will administer this contract), stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 10. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the Auditor General for a period of three (3) years after final payment under contract (Government Code Section 8546.7). 11. NOTICES: The persons and their addresses having authority to give and receive notices under this Agreement include the following: -7- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY CONTRACTOR COUNTY OF FRESNO Cristiano Lopes, CEO Director, Fresno County Department of Social Services Pacific Valley Patrol P.O. Box 1912 P.O. Box 9670 Fresno, CA 93718-1912 Fresno, CA 93793 All notices between the COUNTY and CONTRACTOR provided for or permitted under this Agreement must be in writing and delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal service is effective upon service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in this section establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 12. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall only be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions -8- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 that they are a party to while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements, publications, and understanding of any nature whatsoever unless expressly included in this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first 2 hereinabove written . 10 Mailing Address 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 FOR ACCOUNTING USE ONLY: Fund:0001 Subclass : 10000 ORG: 56107003 , 56107300 Account: 7870 COUNTY OF FRESNO ~ ;r-~%~ rnest Buddy Mendes,C(man of the Board of Supervisors of the County of Fresno ATTEST: Bernice E . Seidel Clerk of the Board of Supervisors County of Fresno, State of California By: --4~....J..-J,.~\A ......... 14 '_,__; ---=~=---+-J.J....~--- DepliEJ -9- Exhibit A Page 1 of 2 SUMMARY of SERVICES A. Officers from CONTRACTOR's security staff shall be physically assigned to COUNTY as scheduled by authorized COUNTY representatives and the CONTRACTOR on an as needed basis. Schedules may vary by site and will be mutually agreed upon by CONTRACTOR and COUNTY. B. Officer to be stationed as assigned by authorized COUNTY representatives and the CONTRACTOR. C. Officer shall perform regular perimeter checks every thirty minutes, or as mutually deemed necessary by CONTRACTOR and COUNTY, of grounds and parking lots or other duties as requested by COUNTY. D. Call/Notify local Police and Fire Department as conditions warrant. E. Assist COUNTY staff with problematic or disruptive clientele when necessary. F. Keep written log and write incident reports on all incidents occurring and provide these logs & reports to the COUNTY’s designated representative on a daily basis. G. Verbal reporting to COUNTY's Site Manager shall be immediate, written logs and reports shall be submitted within twenty-four (24) hours of incident. H. When addressing the public and / or staff, it shall be done in a courteous and respectful manner. I. If required, resolve minor hostilities within the scope of security. Determine which case(s) should be immediately referred to COUNTY's Sheriff Department and / or the local Police Department. Resolve matters in a courteous and respectful manner. J. Background Checks a) One (1) week prior to commencement of Contract, the CONTRACTOR shall provide County of Fresno with duplicate reports of backgrounds investigations including fingerprinting, of those security officers assigned to COUNTY. b) COUNTY shall also be provided duplicate reports of background investigations including fingerprinting, of all current and new employees to be considered for assignment to COUNTY. Exhibit A Page 2 of 2 c) The CONTRACTOR must provide evidence that every security officer assigned to COUNTY has been subject to a background check that discloses no arrests or convictions for crimes against other persons or entities. d) The COUNTY reserves the right to review background investigations of those security officers to be considered for assignment to COUNTY and to reject any security officer regardless of the background investigation. The COUNTY reserves the right to interview any security officer to be considered for assignment to COUNTY. K. Licenses/Certificates a) The CONTRACTOR shall provide evidence of permits of those security officers assigned to COUNTY, issued by the State of California qualifying said security officer to perform the required security services. b) The CONTRACTOR shall provide evidence of the successful completion of First Aid and CPR training for those security officers assigned to COUNTY. c) The CONTRACTOR shall provide evidence of the successful completion of CPI-Crisis Prevention Intervention (or similarly related) techniques class to defuse crisis/agitated situations. Exhibit B Page 1 of 1 Budget Summary and Rates Budget Fiscal Year Annual Maximum Compensation 2020-21 $310,320 2021-22 $261,669 Total $571,989 Rates Services Hourly Rate Standing Officer at assigned Locations $30 Exhibit C Page 1 of 2 SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: “A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest” The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1)Enter board member’s name, job title (if applicable), and date this disclosure is being made. (2)Enter the board member’s company/agency name and address. (3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a.The name of the agency/company with which the corporation has the transaction; and b.The nature of the material financial interest in the Corporation’s transaction that the board member has. (4)Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5)Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).