HomeMy WebLinkAboutAgreement A-22-161 with GGS.pdf Agreement No. 22-161
1 AGREEMENT
2 This Agreement is made and entered into this 19th day of April 2022, by and
3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter
4 referred to as "COUNTY", and Good Guard Security, Inc., a California Corporation, whose address is
5 21622 Plummer St. Suite 200, Chatsworth, CA 91311, hereinafter referred to as "CONTRACTOR."
6 WITNESSETH:
7 WHEREAS, COUNTY, through its Department of Social Services (DSS), has a need for
8 unarmed security services at COUNTY's Coalinga, Kerman, Reedley, and Selma Regional Centers,
9 respectively located at 311 Coalinga Plaza, Coalinga, CA 93210, 15180 W. Whitesbridge, Kerman,
10 CA 93630, 1680 E. Manning Avenue, Reedley, CA 93654 with a relocation to 1201 E. Manning Ave.,
11 Reedley, CA 93654 in 2022 or 2023, and 3830 McCall, Selma, CA 93662; and
12 WHEREAS, CONTRACTOR, has the equipment and personnel skilled in the provision for such
13 services.
14 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
15 hereto agree as follows:
16 1. OBLIGATIONS
17 A. CONTRACTOR shall provide all services as identified in COUNTY's Request for
18 Quotation (RFQ) No. 22-023 dated November 8, 2021, and CONTRACTOR's response to said RFQ,
19 dated December 15, 2021, all incorporated herein by reference and made part of this Agreement.
20 B. CONTRACTOR shall provide all security services and follow all requirements as
21 set forth in Exhibit A, attached hereto and by this reference incorporated herein.
22 C. CONTRACTOR and COUNTY acknowledge that requested hours of coverage
23 may adjust based upon need and demand, and vendor shall adjust coverage and billing accordingly.
24 D. In the event of any inconsistency in interpreting the documents which constitute
25 this Agreement, the inconsistency shall be resolved by giving precedence in the following order of
26 priority: (1) the text of this Agreement, including all Exhibits attached hereto; (2) COUNTY'S RFQ No.
27 22-023; and (3) the CONTRACTOR'S quotation/proposal made in response to COUNTY'S RFQ No.
28 22-023.
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1 E. All security services, including any additional or emergency services requested
2 by designated COUNTY staff, shall be performed so that any interruption to COUNTY's normal
3 business operations shall be kept to a minimum.
4 2. TERM
5 The term of this Agreement shall be for a period of 3 years, commencing on July 1, 2022
6 through and including June 30, 2025. This agreement may be extended for two (2) additional
7 consecutive twelve (12) month periods upon the approval of both parties no later than thirty (30) days
8 prior to the first day of the next twelve-month extension period. The Director of the DSS or designee
9 is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR's
10 satisfactory performance.
11 3. TERMINATION
12 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
13 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
14 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
15 terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
16 B. Breach of Contract - COUNTY may immediately suspend or terminate this
17 Agreement in whole or in part, where in the determination of COUNTY there is:
18 1) An illegal or improper use of funds;
19 2) A failure to comply with any term of this Agreement;
20 3) A substantially incorrect or incomplete report submitted to COUNTY;
21 4) Improperly performed service.
22 In no event shall any payment by COUNTY constitute a waiver by COUNTY of
23 any breach of this Agreement or any default which may then exist on the part of CONTRACTOR.
24 Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
25 breach or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to
26 COUNTY of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of
27 COUNTY were not expended in accordance with the terms of this Agreement. CONTRACTOR shall
28 promptly refund any such funds upon demand.
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I C. Without Cause -- Under circumstances other than those set forth above, this
2 Agreement may be terminated, in whole or in part, immediately by the COUNTY or COUNTY's
3 Department of Social Services' Director, upon the giving of written notice to CONTRACTOR, or by
4 CONTRACTOR, upon the giving of thirty (30) days advance written notice of an intention to terminate
5 to the COUNTY.
6 4. COMPENSATION
7 For actual services provided as identified in the terms and conditions of this Agreement,
8 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation for
9 years one (1) through three (3) as set forth in Exhibit B — Budget Summary, attached hereto and
10 incorporated herein by this reference. CONTRACTOR shall submit in writing, a new rate for
11 Agreement extension years four (4) and five (5), at least six (6) months prior to commencement of
12 each extension, upon which the COUNTY may negotiate a final rate. DSS Director is authorized to
13 approve in writing hourly rates for year 4 that do not exceed a 7% increase over year 3 rates and to
14 approve hourly rates for year 5 that does not exceed a 7% increase over year 4 rates. Payment shall
15 be made upon certification or other proof satisfactory to COUNTY's DSS that services have actually
16 been performed by CONTRACTOR as specified in this Agreement.
17 In no event shall services performed under this Agreement during the period July 1,
18 2022 through June 30, 2025 be in excess of One Million Forty-One Thousand Seven Hundred and
19 Forty-Two Dollars and Thirty-Five Cents ($1,041,742.35). In no event shall services performed under
20 this Agreement during the period July 1, 2025 through June 30, 2027 be in excess of Seven Hundred
21 Seventy-Three Thousand Four Hundred Fourteen Dollars and Seventy-Eight Cents ($773,414.78). In
22 no event shall services performed under this Agreement be in excess of One Million Eight Hundred
23 and Fifteen Thousand, One Hundred and Fifty-Seven Dollars and Thirteen Cents ($1,815,157.13),
24 which includes funding of 2.5% to cover additional services and additional monies for an increase in
25 regularly scheduled hours from 10.5 hours to 13 hours. The quoted rates are inclusive of all labor,
26 materials, taxes, insurances, and uniforms as necessary to provide these services. It is understood
27 that all expenses incidental to CONTRACTOR's performance of services under this Agreement shall
28 be borne by CONTRACTOR. CONTRACTOR shall submit monthly invoices to the County of Fresno
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I Department of Social Services.
2 Except as provided below regarding State payment delays, payments by COUNTY shall
3 be in arrears, for services provided during the preceding month, within forty-five (45) days after receipt,
4 verification and approval of CONTRACTOR's invoices by COUNTY's DSS. If CONTRACTOR should
5 fail to comply with any provision of this Agreement, COUNTY shall be relieved of its obligation for
6 further compensation. All final claims shall be submitted by CONTRACTOR within sixty (60) days
7 following the final month of service for which payment is claimed. No action shall be taken by
8 COUNTY on claims submitted beyond the sixty (60) day closeout period. Any compensation which is
9 not expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall
10 automatically revert to COUNTY.
11 The services provided by CONTRACTOR under this Agreement are funded in whole or
12 in part by the State of California. In the event that funding for these services is delayed by the State
13 Controller, COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment
14 shall not exceed the amount of funding delayed by the State Controller to COUNTY. The period of
15 time of the deferral by COUNTY shall not exceed the period of time of the State Controller's delay of
16 payment to COUNTY plus forty-five (45) days.
17 5. INVOICING
18 CONTRACTOR shall invoice COUNTY in arrears by the tenth (101") day of each month
19 for actual expenses incurred and services rendered in the previous month to:
20 DSSAccountsPayable@fresnocountyca.gov, Attention: Chris Woods. Invoices shall include all
21 corresponding documentation submitted and identified by line item. No reimbursement for services
22 shall be made until invoices, reports and outcomes are received, reviewed and approved by
23 COUNTY's DSS.
24 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is
25 otherwise not in proper form or substance, COUNTY's DSS Director or designee shall have the right
26 to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5)
27 days prior notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a
28 period of ninety (90) days after notification of an incorrect or improper invoice. If after the ninety (90)
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1 day period, the invoice(s) is still not corrected to COUNTY's DSS satisfaction, COUNTY's DSS
2 Director or designee may elect to terminate this Agreement, pursuant to the termination provisions
3 stated in Paragraph Three (3) of this Agreement. In addition, for invoices received ninety (90) days
4 after the expiration of each term of this Agreement or termination of this Agreement, at the discretion
5 of COUNTY's DSS Director or designee, COUNTY's DSS shall have the right to deny payment of any
6 additional invoices received.
7 6. INDEPENDENT CONTRACTOR
8 In performance of the work, duties, and obligations assumed by CONTRACTOR under
9 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
10 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
11 independent contractor, and shall act in an independent capacity and not as an officer, agent,
12 servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall
13 have no right to control or supervise or direct the manner or method by which CONTRACTOR shall
14 perform its work and function. However, COUNTY shall retain the right to administer this Agreement
15 so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and
16 conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law
17 and the rules and regulations, if any, of governmental authorities having jurisdiction over matters
18 which are directly or indirectly the subject of this Agreement.
19 Because of its status as an independent contractor, CONTRACTOR shall have
20 absolutely no right to employment rights and benefits available to COUNTY employees.
21 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
22 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
23 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
24 including compliance with Social Security, withholding, and all other regulations governing such
25 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
26 providing services to others unrelated to COUNTY or to this Agreement.
27 7. MODIFICATION
28 Any matters of this Agreement may be modified from time to time by the written consent of
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1 all the parties without, in any way, affecting the remainder.
2 8. NON-ASSIGNMENT
3 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
4 duties under this Agreement without the prior written consent of the other party.
5 9. HOLD-HARMLESS
6 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
7 defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
8 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in
9 connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or
10 employees under this Agreement, and from any and all costs and expenses (including attorney's fees
11 and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
12 corporation who may be injured or damaged by the performance, or failure to perform, of
13 CONTRACTOR, its officers, agents, or employees under this Agreement. If the matter is resolved in
14 court with an apportionment of fault to both COUNTY and CONTRACTOR, legal fees and damages will
15 be divided between COUNTY and CONTRACTOR based on a comparative basis of fault. The
16 provisions of this Section 9 shall survive termination of this Agreement.
17 10. INSURANCE
18 A. Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
19 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
20 following insurance policies or a program of self-insurance, including but not limited to, an insurance
21 pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement:
22 B. Commercial General Liability
23 Commercial General Liability Insurance with limits of not less than Two Million Dollars
24 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
25 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
26 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
27 liability or any other liability insurance deemed necessary because of the nature of this contract.
28 H
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I C. Automobile Liability
2 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
3 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any
4 auto used in connection with this Agreement.
5 D. Worker's Compensation
6 A policy of Worker's Compensation insurance as may be required by the California Labor
7 Code.
8 Additional Requirements Relating to Insurance
9 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
10 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
11 additional insured, but only insofar as the operations under this Agreement are concerned. Such
12 coverage for additional insured shall apply as primary insurance and any other insurance, or
13 self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
14 contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be
15 cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY.
16 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
17 employees any amounts paid by the policy of worker's compensation insurance required by this
18 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
19 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
20 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
21 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
22 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
23 foregoing policies, as required herein, to the County of Fresno, Chris Woods, Staff Analyst, 205 W.
24 Pontiac Way, Clovis, CA 93612, stating that such insurance coverage have been obtained and are in full
25 force; that the County of Fresno, its officers, agents and employees will not be responsible for any
26 premiums on the policies; that such Commercial General Liability insurance names the County of Fresno,
27 its officers, agents and employees, individually and collectively, as additional insured, but only insofar as
28 the operations under this Agreement are concerned; that such coverage for additional insured shall apply
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I as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers,
2 agents and employees, shall be excess only and not contributing with insurance provided under
3 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
4 minimum of thirty(30) days advance, written notice given to COUNTY.
5 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
6 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
7 Agreement upon the occurrence of such event. All policies shall be issued by admitted insurers licensed
8 to do business in the State of California, and such insurance shall be purchased from companies
9 possessing a current A.M. Best, Inc. rating of A FSC VI I or better.
10 11. CONFIDENTIALITY
11 All services performed by CONTRACTOR under this Agreement shall be in strict
12 conformance with all applicable Federal, State of California and/or local laws and regulations relating
to confidentiality.
13 12. CLEAN AIR AND WATER
14 In the event the funding under this Agreement exceeds One Hundred Thousand and
15 No/100 Dollars ($100,000.00), CONTRACTOR shall comply with all applicable standards, orders, or
16
requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq.; the Clean Water
17
Act contained in 33 U.S. Code 1368 et seq.; and any standards, laws, and regulations promulgated
18
19 thereunder. Under these laws and regulations, CONTRACTOR shall assure:
20 A. No facility shall be utilized in the performance of the Agreement that has been
21 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
22 B. COUNTY shall be notified prior to execution of this Agreement of the receipt of
23 any communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to
24 be utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
25
Violating Facilities;
26
C. COUNTY and U.S. EPA shall be notified about any known violation of the above
27
laws and regulations; and
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D. This assurance shall be included in every nonexempt subgrant, contract, or
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I subcontract.
2 13. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
3 VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
4
A. COUNTY and CONTRACTOR recognize that Federal assistance funds will be
5
used under the terms of this Agreement. For purposes of this paragraph, CONTRACTOR will be
6
referred to as the "prospective recipient."
7
B. This certification is required by the regulation implementing Executive Order
8
12549, Debarment and Suspension, 29 CFR Part 98, section 98.510, Participant's responsibilities.
9
i. The prospective recipient of Federal assistance funds certified by
10
entering into this Agreement, that neither it nor its principals are presently debarred, suspended,
11
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
12
transaction by any Federal department or agency.
13
ii. The prospective recipient of funds agrees by entering into this
14
Agreement, that it shall not knowingly enter into any lower tier covered transaction with a person who
15
is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered
16
transaction, unless authorized by the Federal department or agency with which this transaction
17
originated.
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iii. Where the prospective recipient of Federal assistance funds is unable to
19
certify to any of the statements in this certification, such prospective participant shall attach an
20
explanation to this Agreement.
21
iv. The prospective recipient shall provide immediate written notice to
22
COUNTY if at anytime prospective recipient learns that its certification in Paragraph thirteen (13) of
23
this Agreement was erroneous when submitted or has become erroneous by reason of changed
24
circumstances.
25
V. The prospective recipient further agrees that by entering into this
26
Agreement, it will include a clause identical to Paragraph thirteen (13) of this Agreement and titled
27
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier
28
Covered Transactions", in all lower tier covered transactions and in all solicitations for lower tier
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1 covered transaction.
2 vi. The certification in Paragraph thirteen (13) of this Agreement is a
3 material representation of fact upon which COUNTY relied in entering into this Agreement.
4 14. STATE ENERGY CONSERVATION
5 CONTRACTOR shall recognize the mandatory standard and policies relating to energy
6 efficiency in the State Energy Conservation Plan as required by the United States Energy Policy and
7 Conservation Act (42 U.S.C. section 6201, et seq).
8 15. NON-DISCRIMINATION
9 During the performance of this Agreement CONTRACTOR shall not unlawfully
10 discriminate against any employee or applicant for employment, or recipient of services, because of
11 ethnic group identification, gender, gender identity, gender expression, sexual orientation, color,
12 physical disability, mental disability, medical condition, national origin, race, ancestry, marital status,
13 religion, or religious creed, pursuant to all applicable State of California and Federal statutes and
14 regulations.
15 16. EMPLOYMENT OPPORTUNITY
16 CONTRACTOR shall comply with COUNTY policy, and the Equal Employment
17 Opportunity Commission guidelines, which forbids discrimination against any person on the grounds of
18 race, color, national origin, sex, religion, age, disability status, or sexual preference in employment
19 practices. Such practices include retirement, recruitment advertising, hiring, layoff, termination,
20 upgrading, demotion, transfer, rates of pay or other forms of compensation, use of facilities, and other
21 terms and conditions of employment.
22 17. CONFLICT OF INTEREST
23 No officer, agent, or employee of COUNTY who exercises any function or responsibility
24 for planning and carrying out the services provided under this Agreement shall have any direct or
25 indirect personal financial interest in this Agreement. No officer, agent, or employee of COUNTY who
26 exercises any function or responsibility for planning and carrying out the services provided under this
27 Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition,
28 no employee of COUNTY shall be employed by CONTRACTOR to fulfill any contractual obligations
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I with COUNTY. CONTRACTOR shall also comply with all Federal, State of California, and local
2 conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and
3 beneficiaries under this Agreement and any officer, agent, or employee of COUNTY.
4 18. PROHIBITION ON PUBLICITY
5 None of the funds, materials, property or services provided directly or indirectly under
6 this Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e.,
7 purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
8 Notwithstanding the above, publicity of the services described in Paragraph One (1) of this Agreement
9 shall be allowed as necessary to raise public awareness about the availability of such specific services
10 when approved in advance by the Director or designee and at an approved cost for such items as
11 written/printed materials, the use of media (i.e., radio, television, newspapers) and any other related
12 expense(s).
13 19. AUDITS AND INSPECTIONS
14 The CONTRACTOR shall at any time during business hours, and as often as the
15 COUNTY may deem necessary, make available to the COUNTY for examination all of its records and
16 data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by
17 the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
18 CONTRACTOR'S compliance with the terms of this Agreement.
19 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
20 subject to the examination and audit of the Auditor General for a period of three (3) years after final
21 payment under contract (Government Code Section 8546.7).
22 20. NOTICES
23 The persons and their addresses having authority to give and receive notices under this
24 Agreement include the following:
25 COUNTY CONTRACTOR
Director, DSS Shawn Helmandi, Reqion President
26 Department of Social Services Good Guard Security, Inc.
PO Box 1912 21622 Plummer St., Suite#200
27 Fresno, CA 93718-1912 Chatsworth, CA 91311
cwoods@fresnocountyca.gov shawn@goodguardsecurity.com
28 All notices between the COUNTY and CONTRACTOR provided for or permitted under this
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I Agreement must be in writing, on company letterhead, and signed, and delivered either by personal
2 service, by first-class United States mail, by an overnight commercial courier service, by email with a
3 "read receipt" to each parties' designated contact, or by fax. A notice delivered by personal service is
4 effective upon service to the recipient. A notice delivered by first-class United States mail is effective
5 three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the
6 recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY
7 business day after deposit with the overnight commercial courier service, delivery fees prepaid, with
8 delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by email or
9 fax is effective when transmission to the recipient is completed (but, if such transmission is completed
10 outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next
11 beginning of a COUNTY business day), provided that the sender maintains a machine record of the
12 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
13 establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
14 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
15 beginning with section 810).
16 21. GOVERNING LAW
17 Venue for any action arising out of or related to this Agreement shall only be in Fresno
18 County, California. The rights and obligations of the parties and all interpretation and performance of this
19 Agreement shall be governed in all respects by the laws of the State of California.
20 22. INTERPRETATION OF LAWS AND REGULATIONS
21 COUNTY reserves the right to make final interpretations or clarifications on issues relating
22 to Federal and State laws and regulations, to ensure compliance.
23 23. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
24 COUNTY and CONTRACTOR, their officers, consultants, Subcontractors, agents, and
25 employees shall comply with all applicable State, Federal, and local laws and regulations governing
26 projects that utilize Federal Funds.
27 24. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
28 To the extent necessary to prevent disallowance of reimbursement under section 1861(v)
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1 (1) (1) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(1)[l]), until the expiration of four (4) years
2 after the furnishing of services under this Agreement, CONTRACTOR shall make available, upon written
3 request to the Secretary of the United States Department of Health and Human Services, or upon request
4 to the Comptroller General of the United States General Accounting Office, or any of their duly authorized
5 representatives, a copy of this Agreement and such books, documents, and records as are necessary to
6 certify the nature and extent of the costs of these services provided by CONTRACTOR under this
7 Agreement. CONTRACTOR further agrees that in the event CONTRACTOR carries out any of its duties
8 under this Agreement through a subcontract, with a value or cost of Ten Thousand and No/100 Dollars
9 ($10,000.00) or more over a twelve (12) month period, with a related organization, such Agreement shall
10 contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services
11 pursuant to such subcontract, the related organizations shall make available, upon written request to the
12 Secretary of the United States Department of Health and Human Services, or upon request to the
13 Comptroller General of the United States General Accounting Office, or any of their duly authorized
14 representatives, a copy of such subcontract and such books, documents, and records of such
15 organization as are necessary to verify the nature and extent of such costs.
16 25. DISCLOSURE OF SELF-DEALING TRANSACTIONS
17 This provision is only applicable if the CONTRACTOR is operating as a corporation (a
18 for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
19 its status to operate as a corporation.
20 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
21 transactions that they are a party to while CONTRACTOR is providing goods or performing services
22 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
23 is a party and in which one or more of its directors has a material financial interest. Members of the
24 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
25 and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and
26 incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the self-
27 dealing transaction or immediately thereafter.
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1 26. ELECTRONIC SIGNATURE
2 The parties agree that this Agreement may be executed by electronic signature as
3 provided in this section. An "electronic signature" means any symbol or process intended by an
4 individual signing this Agreement to represent their signature, including but not limited to (1) a digital
5 signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and
6 transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
7 affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature
8 of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in
9 any administrative or judicial proceeding, and (2) has the same force and effect as the valid original
10 handwritten signature of that person. The provisions of this section satisfy the requirements of Civil
11 Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
12 Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it
13 has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This
15 Agreement is not conditioned upon the parties conducting the transactions under it by electronic
16 means and either party may sign this Agreement with an original handwritten signature.
17 27. ENTIRE AGREEMENT
18 This Agreement constitutes the entire agreement between the CONTRACTOR and
19 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
20 proposals, commitments, writings, advertisements, publications, and understanding of any nature
21 whatsoever unless expressly included in this Agreement.
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I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
3
4 Good Guard Security, Inc. COUNTY OF FRESNG
5
6 By By:
Brian Pacheco
7 Print Name: 1::.qA Q\4n Ae\vyt4ocll Chairman of the Board of Supervisors
the County of Fresno
g Title: ��� �'CS��Y1k
Chairman of the Board, or
9 President, or any Vice President
10
11 ATTEST:
By Bernice E. Seidel
12 r-- Clerk of the Board of Supervisors
Print Name: County of Fresno, State of California
13
Title: OF U By: y -
14 Secretary (of Corporation), or Deputy
any Assistant Secretary, or
15 Chief Financial Officer, or
16 any Assistant Treasurer
17
Mailing Address:
18 21622 Plummer St., Suite#200
Chatsworth, CA 91311
19
20 For accounting use only:
21 Fund/Subclass: 0001/10000
Organization: 56107001
22 Account: 7295
23
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Exhibit A
Pagel of 5
Security Services & Requirements
Good Guard Security, Inc's ("Contractor") Responsibilities at All Center Locations
1. One (1) officer from Contractor's security staff shall be physically assigned to each
location from 7:00 a.m. through 5:30 p.m., Monday through Friday. Regularly
scheduled officer hours for each building are subject to change.
2. Alarms shall be disarmed not later than 7:00 a.m. and re-armed not later than 5:30 p.m.,
Monday through Friday, or confirm that a DSS supervisor will arm the alarm if staff are still
in the building at 5:30 p.m.
3. Secure facility interior and exterior, ensure all specified doors are locked and properly
secured daily at the end of each shift.
4. All overtime and/or off regularly scheduled hours services will be scheduled by
authorized County of Fresno representatives and the Contractor on an as needed
basis.
5. Open/close each location for public use at the time designated by the County.
6. Officer will be stationed at or near the client lobby inside the facility except for
regular exterior perimeter checks of grounds and parking lots or other duties as
requested by the County.
7. Provide building access during non-business hours and/or special meetings for
County staff/vendors who are approved for access by the County's Coordinator.
Remain with County staff until task is completed, unless released by County staff.
8. Verbally notify the County's on-site contact of any and all lights or doors that are
malfunctioning as well as the general facility conditions.
9. When on-site, response time shall be immediate.
10.Call/Notify local Police and Fire Department as conditions warrant or upon staff
request.
11.Assist County staff with problematic or disruptive clientele when necessary.
12.Write incident reports on all incidents occurring in/around the building and provide
these reports to the County's Coordinator.
1. Verbally report all incidents to the County's on-site contact immediately.
2. Verbally report to the Contractor's Supervisor as soon as conditions allow.
3. The Contractor's Supervisor shall inform the County's Coordinator if incident
warrants it.
4. Written incident reports shall be submitted to the on-site contact once the
incident has ended.
Exhibit A
Page 2 of 5
5. The Contractor shall request the on-site contact to scan and email the written
report to County's Coordinator.
6. A written report shall also be retained by the Contractor's Supervisor for the
duration of the Agreement.
13.Write Daily Activity Reports (DAR). DAR content will be dictated by the County's
Coordinator.
1. A DAR for each site is to be compiled and retained by the Contractor's
Supervisor for the duration of the Agreement.
2. DARs are to be compiled monthly, scanned into .pdf form, and sent to
County's Coordinator by the 10th of the following month.
14.Escort contracted vendors to work order areas within the building and building's
perimeter.
15.Officer shall familiarize themselves with the location of all building and perimeter
entrances, fire/intrusion alarm panels and equipment, utility meters such as gas,
sewer, and water, and electrical/control rooms.
16.Restrict all unauthorized person from entering the facility.
17.Address the public and/or staff in a courteous and respectful manner at all times.
18.If required, resolve minor hostilities within the scope of security.
1. Determine which case(s) should be immediately referred to the County of
Fresno Sheriff's Department and/or the local Police Department.
2. Resolve matters in a courteous and respectful manner.
19.Escort County personnel to parking lot/vehicles, as requested.
Holidays
The following dates are County Approved Holidays:
1. New Year's Day, January 1 st
2. Washington-Lincoln Day, 3rd Monday in February
3. Caesar Chavez Day, March 31 st
4. Memorial Day, last Monday in May
5. Independence Day, July 4th
6. Labor Day, first Monday in September
7. Veteran's Day, November 11 th
8. Christmas, December 25th
Exhibit A
Page 3 of 5
9. Thanksgiving, 4th Thursday in November
10.Every Monday following a Sunday which falls on January 1 st, July 4th, November
11 th, or December 25th.
11.Every Friday when such Friday immediately precedes July 4th, November 11th,
December 25th, or January 1 st, Friday following Thanksgiving
12.Martin Luther King Day, 3rd Monday in January
Backup Coverage
The Contractor shall ensure adequate staffing to provide backup coverage in the event an
officer is not present during scheduled hours.
The Contractor must immediately dispatch a replacement officer upon knowledge of an
officer's absence.
Backup officers must be onsite within the following times for each location:
1. Coalinga-90 minutes
2. Kerman, Reedley, and Selma-45 minutes
The Contractor's Supervisor must communicate to County's Coordinator upon knowledge
that an officer will be later than 15 minutes.
Officer Break Times
All applicable break time laws shall be followed, but officers must stay on site and respond
to calls (the officer can finish their break after any calls to respond), unless the Contractor
decides to send a backup officer to provide coverage. Structuring break times is to be
determined by the Contractor.
Transportation Usage and Travel Time Compensation
Officer vehicles/transportation services are not included in this Agreement and no mode of
transportation is to be used in the performance of duties under this Agreement. In addition,
no compensation will be paid for transportation/travel time.
Background Checks
One (1) week prior to commencement of Contract, the Contractor shall provide County of
Fresno with duplicate reports of background investigations including fingerprinting, of those
security officers assigned to the Coalinga, Kerman, Reedley, and Selma Centers.
The Contractor shall, upon request, also provide the County of Fresno duplicate reports of
Exhibit A
Page 4 of 5
background investigations including fingerprinting, of all current and new employees to be
considered for assignment to the Coalinga, Kerman, Reedley, and Selma Centers one
week prior to commencement of their assignment.
The Contractor must provide evidence that every security officer assigned to County's
facility has been subject to a background check that discloses no arrests or convictions for
crimes against other persons or entities.
Officer Tools/Equipment/Uniforms
Officers shall not use lethal/non-lethal defensive/offensive tools/equipment unless the
County's Coordinator has given written approval. This equipment includes, but is not limited
to, pepper spray or a taser.
Uniforms must be approved by the County of Fresno.
Keys and ID Badges
The Contractor shall ensure that the County of Fresno's Coalinga, Kerman, Reedley, and
Selma Regional Center's facility keys issued to the Contractor are used for the sole
purpose of carrying out security services as specified in this Agreement., and shall be
secured, and safeguarded from loss, and theft or damage in accordance with the
instructions of the County of Fresno's Coordinator.
The Contractor's Supervisor will maintain control and responsibility of a complete set of
keys for each location for his/her use.
Additional sets of keys for each building will be given to the Contractor's Supervisor to
provide to officers. The Contractor will immediately notify the County's Coordinator if keys
are lost, stolen, or damaged. Violation of the above provision may result in the Contractor
being required to reimburse the County of Fresno for changing building locks.
The Contractor's Supervisor shall email the County's coordinator the first and last names
and the last four digits of each of the Contractor's employee's Social Security number so
that an ID badge may be created and provided to the Contractor's employees.
Upon notification from the County's Coordinator, the Contractor's employees shall make an
appointment with the County of Fresno Security Office to have their pictures taken and to
sign for the id badge.
The time taken by the Contractor's employees to pick up their badges will not to be
compensated by the County.
The Contractor shall ensure that ID badges issued to the Contractor for the purpose of
carrying out security services as specified within this Request for Quotation shall be
safeguarded from loss, theft, or damage.
Exhibit A
Page 5 of 5
The Contractor will immediately notify the County's Coordinator if an ID badge is lost,
stolen, or damaged.
Operations
The Contractor shall have an internal structure which includes a Field
Supervisor/Operations Supervisor and sufficient staffing to ensure coverage of all daily
assignments, including coverage for unanticipated no-shows/sick leaves, and overtime
requested by the County.
Exhibit B
Vendor Name: Good Guard Security Services,Inc.
Hourly Rate Hourly Rate Estimated Monthly Increase*Monthly Estimated Cost for Estimated Annual Hourly Rate for Additionaln Overtime Hours Per i
for 8 Hours for Overtime Cost Per Location Cost Per Location Services
Location
Year 1 $ 21.00 $ 31.50 $ 5,024.25 $ 1,712.81 $ 80,844.75 $ 21.50
Year 2 $ 22.00 $ 33.00 $ 5,263.50 $ 1,794.38 $ 84,694.50 $ 22.50
Year 3 $ 23.00 $ 34.50 $ 5,502.75 $ 1,875.94 $ 88,544.25 $ 23.50
Subtotal $ 254,083.50
x 4 Locations
$ 1,016,334.00
Additional Services(2.5%) $ 25,408.35
All Locations Years 1-3 Total $ 1,041,742.35
2024-25 Estimates(For Budgeting Purposes Only)
Hourly Rate Hourly Rate Estimated Monthly *Monthly Estimated Cost for Estimated Annual Hourly Rate for Additional
for 8 Hours for Overtime Cost Per Location Increase in Overtime Hours PerCost Per Location Services
Location
Year 4 $ 24.00 $ 36.00 $ 5,742.00 $ 1,957.50 $ 92,394.00 $ 24.50
Year 5 $ 25.00 $ 37.50 $ 5,981.25 $ 2,039.06 $ 96,243.75 $ 25.50
Subtotal $ 188,637.75
x 4 Locations
$ 754,551.00
Additional Services(2.5%) $ 18,863.78
All Locations Years 4&5 Total $ 773,414.78
Years 1-3 Total $ 1,041,742.35
Years 4-5 Total $ 773,414.78
Grand Total $ 1,815,157.13
*Allows for an increase of up 2.5 regularly scheduled overtime hours for all locations.
Services to be billed at hourly rate for services actually performed.
Services for Reedley Regional Center will relocate to 1201 E.Manning Ave.,Reedley,CA 93654 upon building opening.
Budget is based off an average 21.75 working days per month.
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).
Exhibit C
Page 2 of 2
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date: