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Home My WebLink About2012-293 2012-293 VENDOR SERVICE AGREEMENT BETWEEN THE CITY Y OF SAN GUARD SERVICES AT THE BERNARDINO AND PLATINUM SECURITY, INC. FOR SECURITY GUARD SERVICES AT THE FELDHEYM LIBRARY AND THE SAN BERNARDINO METROLINK STATION. This Vendor Service Agreement is entered into this the day of December 17 , 2012,by and between Platinum Security, Inc. ("Vendor") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS,the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for Security Guard Services at the Feldheym Library and Metrolink Station; and WHEREAS,the City of San Bernardino did solicit and accept proposals from available vendors for Security Guard Services per RFP F-13-06; and, WHEREAS, Vendor is the most responsive and responsible proposer to provide said services to City; NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Attachment"1" attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above,the CITY, upon presentation of an invoice calculated based on the information contained in Exhibit"A", shall pay the VENDOR up to the amount of $71,555.22 for Year 1, $95, 283.95 for Year 2, and$95,207.81 for Year 3 in total for the term of 2012-293 the contract, for security guard services at the Feldheym Library and Metrolink Station. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be from January 21, 2013 through January 21, 2016, plus three (3) single year renewal options for City requirements on an as-needed basis,with no guarantee usage for security guard services. This Agreement may be terminated at any time by thirty(30) days' written notice by either party for any reason. The terms of this Agreement shall remain in force unless amended by written agreement of the parties executed on or before the date of expiration of the current term of the Agreement. 4. CONTRACTOR NON-COMPLIANCE A. If the Chief of Police, or his designee, determines that there are deficiencies in the performance of this Agreement, the Chief of Police, or his designee, will provide a written notice to the vendor stating the deficiencies and specifying a time frame to correct the specified deficiencies. This time frame shall be reasonable, as determined by the Chief of Police, or his designee, to correct the specified deficiencies. B. Should the VENDOR fail to correct any deficiencies within the stated time frame, the Chief of Police, or designee, may exercise the following measures: 1. Deduct from the VENDOR'S payment the amount necessary to correct the deficiency, including City overhead costs and impose a deficiency deduction. 2. Withhold the entire or partial payment. 3. Terminate the contract and award to second bidder. 2012-293 5. INDEMNITY. Vendor shall defend, indemnify, and hold harmless the City, its elected and appointed officers, employees and agents from any claims, demands, lawsuits, liabilities,judgments, or expenses, including attorney's fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims,to the extent arising out of,pertaining to, or related to the negligence, recklessness, or willful misconduct of Vendor, its employees, agents or subcontractors in the performance of this Agreement, except that such duty to defend, indemnify, and hold harmless shall not apply to the extent where injury to person or property is caused by City's negligence, recklessness or willful misconduct. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected and appointed officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy 30 days' notice prior to any change or termination of policy. 2012-293 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in,nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race,religion, color,national origin, ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement,but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation,Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 10. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: 2012-293 TO THE CITY: TO THE VENDOR: San Bernardino Police Department Platinum Security, Inc. 710North"D" Street 320 N. E Street, Suite 203 San Bernardino, CA 92401 San Bernardino, CA 92401 Telephone: (909) 384-5742 Telephone: 800-777-6205 11. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement,the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as"attorneys' fees" for the purposes of this paragraph. 12. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 2012-293 13. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Eastern Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 16. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 17. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the 2012-293 parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. - Dated: t !r 7 , 20 1,,t-% VENDOR. By: w,Z1/ '/'/ Print: Mich c.•eA Tearl Dated 1 2`1'7 , 2012 CITY OF SAN BERNARDINO �. idC d)(Tit>>A L Y {1/ Andrea Travis-Miller, Acting City Manager Approved as to Form: By: i -X Ja ,-• F. Penman, City Attorney 1