Loading...
HomeMy WebLinkAbout09 - PSA for Security Guard ServicesQ �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report June 27, 2023 Agenda Item No. 9 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Grace K. Leung, City Manager - 949-644-3001, gleung@newportbeachca.gov PREPARED BY: Tara Finnigan, Assistant City Manager tinnigan@newportbeachca.gov PHONE: 949-644-3035 TITLE: Professional Services Agreement with American Global Security, Inc. for Security Guard Services ABSTRACT: The City of Newport Beach (City) requires security guard services to monitor the Newport Beach Civic Center and other City facilities during hours of non -operation. The City's Purchasing Division recently conducted a Request for Proposals (RFP) process to select a contractor to perform these services. The City Manager's Office is requesting the City Council's approval for a new, professional services agreement with American Global Security, Inc. for security guard services in an amount not to exceed $550,000 over three years. RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; b) Approve Professional Services Agreement with American Global Security, Inc. for Security Guard Services in an amount not to exceed $550,000, and authorize the Mayor and City Clerk to execute the agreement; and c) Approve Budget Amendment No. 24-005, appropriating $70,000 in increased expenditure in the City Manager's Office — Administration — Professional Services Account, 01020005-811008, from unappropriated fund balance reserves of the General Fund. DISCUSSION: The City Manager's Office oversees the safety and security of the Newport Beach Civic Center and other City facilities. In November of 2022, the City Manager's Office engaged security firms to provide a limited -term engagement of security guard services for the Civic Center during hours of non -operation. 9-1 Professional Services Agreement with American Global Security, Inc. for Security Guard Services June 27, 2023 Page 2 The primary focus of the limited -term engagement was to secure the facility and help ensure staff working during hours of non -operation felt safe. Given the success of the limited -term engagement, the City's Purchasing Division was directed to conduct an RFP to identify a firm to provide security services over the course of a proposed one-year contract term, with the option of two, one-year renewals. RFP Process Using specifications and service requirements provided by the City Manager's Office, after consultation with the Police, Public Works and Recreation and Senior Services Departments, the City's Purchasing staff issued a formal RFP solicitation, No. 23-40, for Security Guard Services. The RFP was posted on the City's public procurement system (PlanetBids) and distributed directly to known providers of the service. The RFP was evaluated in two phases. Phase 1, the Technical Evaluation, involved an evaluation panel reviewing each proposal and rating them on technical factors such as: • Experience in providing security services; • Relevant project history and service to other public or large private clients; • Qualifications such as personnel, equipment, training and certification; • Project approach, ability to perform services and subject matter expertise; and • Proposed project cost. The RFP instructed proposers that only those proposals earning a minimum of 70% of the available points from Phase 1 would be eligible to advance to Phase 2, the Cost Evaluation, in which the City's Purchasing Division would compare and calculate the costs from each proposal. Of the 22 proposals received by the City, six proposals qualified to advance to the Cost Evaluation phase. The results of the panel scoring (with a maximum of 70 points under Technical Evaluation and 30 points under Cost Evaluation for a total out of 100 points) can be found in the table below: Proposer Total Score (out of 100 Rank American Global Security, Inc. 96.33 1 Good Guard Security, Inc. 90.95 2 Absolute International Security, Inc. 89.03 3 PACWEST Security Services 87.87 4 Lyons Security Services, Inc. 86.83 5 Power Security Group 75.16 6 9-2 Professional Services Agreement with American Global Security, Inc. for Security Guard Services June 27, 2023 Page 3 Conclusion of RFP Process and Panel Recommendation Following this procurement evaluation and review process, the evaluation panel identified American Global Security, Inc. as the highest -qualified proposer for security guard services. American Global Security, Inc. provided the most comprehensive and responsive proposal and clearly demonstrated relevant experience with other public agencies and a thorough understanding of the specific services needed by Newport Beach. City staff has met with American Global Security, Inc. to address the City's specific needs for service in anticipation of this recommendation to the City Council. The security guard will be scheduled to patrol the Civic Center, Central Library, Civic Center Park and the parking structure from 8 p.m. to 4 a.m. every day of the year. Hours may be subject to change based on operational needs. The scope of this agreement also includes the opportunity for offsite patrol of public restrooms around the City. Most of these facilities remain unlocked throughout the night and there have been incidents of vandalism at some restrooms. FISCAL IMPACT: Budget Amendment 24-005 appropriates $70,000 in increased expenditure appropriations from General Fund unappropriated fund balance. The FY 2023-24 budget accounted for the execution of a security services agreement that was limited to the Civic Center and its surrounding facilities. However, upon the conclusion of the limited -term engagement, the need for expansion of security service to other locations in the City with public restrooms was identified. The increased expenditure appropriation is required to cover the additional offsite patrols. Once the budget amendment is approved, this agreement will be expensed to the Professional Services account in the City Manager's Office - Administration, 01020005-811008. Funding for future years will be allocated during the development of the budget. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). 9-3 Professional Services Agreement with American Global Security, Inc. for Security Guard Services June 27, 2023 Page 4 ATTACHMENTS: Attachment A — Professional Services Agreement Attachment B — Budget Amendment No. 24-005 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT WITH AMERICAN GLOBAL SECURITY, INC. FOR SECURITY GUARD SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 27th day of June, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and AMERICAN GLOBAL SECURITY, INC., a California corporation ("Consultant"), whose address is 9420 Topanga Canyon Blvd., Suite 203, Chatsworth, California 91311, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to Security Guard Services ("Project") C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall expire June 30, 2024 ("Initial Term"), unless terminated earlier as set forth herein. City shall have the right to exercise two (2) additional one (1) year consecutive term extensions (each a "Renewal Term"). Should City wish to exercise its option to extend, City shall notify Consultant in writing of such extension no less than ten (10) calendar days prior to the end of the Initial Term or Renewal Term, as applicable. In any event, the term of the Agreement, including the Initial Term, and all Renewal Terms, shall not extend beyond June 30, 2026, without a written amendment to this Agreement. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 9-5 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including the Initial Term and all Renew Terms and any reimbursable items and subconsultant fees, shall not exceed Five Hundred Fifty Thousand Dollars and 00/100 ($550,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of the City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. American Global Security, Inc. Page 2 9-6 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Simon Wardak to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City Manager's Office. City's Assistant City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably American Global Security, Inc. Page 3 9-7 competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. American Global Security, Inc. Page 4 9-8 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any American Global Security, Inc. Page 5 9-9 of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. American Global Security, Inc. Page 6 9-10 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. 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 to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) American Global Security, Inc. Page 7 9-11 prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Assistant City Manager City Manager's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Simon Wardak American Global Security, Inc. P.O. Box 371653 Reseda, CA 91337 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). American Global Security, Inc. Page 8 9-12 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. STANDARD PROVISIONS 27.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. American Global Security, Inc. Page 9 9-13 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] American Global Security, Inc. Page 10 9-14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:f WL— ; By: g4a on C. Harp c: I+Z's wc. C Attorney ATTEST: Date: M Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Noah Blom Mayor CONSULTANT: American Global Security, Inc., a California corporation Date: By: Abdul Wali Wardak Chief Executive Officer Date: By: Sulaiman AbdulWali Secretary and Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements American Global Security, Inc. Page 11 9-15 EXHIBIT SCOPE OF SERVICES American Global Security, Inc. Page A-1 9-16 [0:1:111.1111_1 SCOPE OF SERVICES Description: • Contractor shall provide an unarmed, uniformed security guard who is registered with the California Bureau of Security and Investigative Service. • Security guard shall arrive in uniform provided by Contractor, prior to arriving on site. Uniform must have Contractor's name. A photo ID badge is to be worn at all times. • Upon arrival, security guard shall contact Park Patrol at 949-795-2381 to confirm the guard is onsite. • Security guard shall patrol continuously to deter vandalism, theft, illegal activities, parking violations, non -approved use of the Central Library, Civic Center and Park, trespassing to the site facilities, and loitering after the complex is closed. • Each site patrol shall consist of foot patrols of the entire Civic Center complex including Newport Beach City Hall, Civic Center Park, the parking structure, and the Central Library on regular intervals. During each patrol, the security guard will check all exterior doors and facility structures to confirm everything is locked and has not been tampered with. • Security guard shall be available to escort staff exiting the buildings after hours to the parking structure or lots. Contractor to provide City staff with a phone number to reach the security guard. • Security guard shall contact the Newport Beach Police Department at 949-644-3717 (non - emergency line) or by calling 9-1-1 (emergency) to address situations that they cannot handle. • Security guard shall act as a polite and professional "ambassador" for the City, educating visitors on current site rules and regulations and requesting compliance. • Security guard shall protect the safety of persons and properties on site. • Security guard shall be clearly visible at all times when on foot patrol. • Security guard shall prohibit entry into secured sites by anyone other than persons with authorized access to the premises and assist/escort patrons on/off the property as necessary. • Security guard shall not have the ability to issue citations on behalf of the City. • Security guard shall provide an electronic log to the City on a daily basis outlining visitor encounters (including number of visitors), description of encounters, notable occurrences, location of encounters, pictures (when necessary), and any contact with the Newport Beach Police Department. • Security guard shall immediately report any health and safety issues to the designated City representative via email, by 8 a.m. the following morning. For emergency situations, security guards shall contact the Newport Beach Police Department. For non -emergency maintenance issues, the security guard will contact NBPD dispatch nonemergency line. • For emergency contact and auditing purposes, the security guard assigned by Contractor shall be reachable by City staff via cellphone or radio at any point in time during a patrol shift. Contractor shall provide such equipment at its sole expense and responsibility. • Contractor must provide the City with a 24-hour point of contact to resolve scheduling issues or no-shows. 9-17 • Contractor shall ensure security guards provide exceptional service through checks, balances, audits and/or inspections and provide a project manager, who shall coordinate all phases of security services. • Supervision of on -site security guards must be provided by management staff through sporadic checks of security guard staff during assigned shifts. Management to report to City representatives when these checks have occurred, any issues identified, and any resolution, as necessary. • Contractor shall work continuously with the City representative to improve or modify the schedules, service model, and reporting protocols as needed. • All personnel engaged in performance of this work shall be employees of the Contractor and as such shall be warranted to possess sufficient experience and security records to perform this work. Contractor is responsible for conducting sufficient background checks before commencing work under this agreement, to ensure no employees performing work in the City of Newport Beach on behalf of the Contractor, are listed on the National Sex Offender Public Registry (NSOPR). Contractor shall monitor employee security records to ensure no existing or new employees performing work under this agreement are added to the NSOPR or convicted of any crimes that would disqualify them from adhering to conduct conducive to public safety. • Prior to commencing services, Contractor workers are required to successfully pass a California Department of Justice Live Scan Fingerprinting background check ("Live Scan"), performed by the City of Newport Beach Police Department. The Contractor shall schedule the Live Scan with the Newport Beach Police Department. • Contractor shall provide strict key control for any and all government keys and key cards. Keys issued to the Contractor are not to be duplicated. Should the Contractor lose a set of keys or a key card, or should it be shown that duplication of the keys by the Contractor has wrongfully occurred, the Contractor must immediately notify the City and reimburse the City for the actual cost of re -keying all locks and doors to the facility. • Contractor shall provide confirmation that the assigned security guard conducted patrols using barcode or RFID scanning checkpoints. • Contractor shall provide each security guard with specialized instruction and training relating to the security requirements of this agreement. Security guard shall be familiar with emergency procedures and know how to implement when necessary. • Contractor will fully cooperate with the Newport Beach Police Department, Newport Beach Human Resources, and any other public agency, in addition to make available any and all assigned security guard to said agencies/entities in the event of any investigation. • Contractor shall make available to the City any and all assigned security guards for specialized training conducted by the Newport Beach Police Department on an as -needed basis. Request for training shall be coordinated by the City. • Contractor shall be responsible for any loss or damage to property including money securities, merchandise, fixtures, and equipment belonging to the City if any such loss or damage was caused by the Contractor while such person is on the premises of the City as an employee of the Contractor. Penalty for No Shows • The Contractor shall be assessed a penalty for No -Shows. A No -Show occurs when the position(s) for the security guard is/are not filled within two (2) hours after the required shift start time. If any shift is not filled within two (2) hours from the required shift start time, the failure to fill the shift within that two (2) hour timeframe will automatically be considered a No -Show. The automatic penalty for any No -Show is $400.00 which shall be reflected as a reduction to the contract price and a credit to the City as a separate entry on the Contractor's invoice. In addition to the automatic penalty of $400.00 for any shift designated as a No -Show, the Contractor shall not be monetarily compensated for any duration of time the shift remains unfilled from the required shift start -time. The Contractor remains responsible for ensuring the No -Show is filled at no cost to the City. The Contract shall submit a monthly Non -Compliance Penalty Report along with their monthly invoice. The Non -Compliance Penalty Report shall include the date of the No - Show, the post/shift missed, hourly rate of the post, and the total number of hours the post was unfilled. Optional Services In the future, the City may be interested in expanding the scope of this agreement to include the offsite patrol of public restrooms around the City. These facilities remain unlocked throughout the night and require the occasional patrol. Additional Information Hours of Service The security guard would be scheduled to patrol the Civic Center, Central Library and Civic Center Park and the parking structure from 8 p.m. to 4 a.m., every day of the year. Hours may be subject to change based on operational needs. Holidays • The City observes the following holidays: Holiday Observed Day of the Week Observed New Year's Day____ January 1 Martin Luther King, Jr's Birthday Third Monday in January President's Day Third Monday in February Memorial Day Last Monday in May Independence Day July-4 Labor Day First Monday in September Veteran' Spay - November 11 Thanksgiving Day Fourth Thursday in November Christmas Day December 25 Amenities for Security Guard The security guard will not be permitted to take a working lunch. All required breaks and lunches, as required by California Labor Law, shall be observed. During the breaks and lunch, the security guard will have the option to use the kitchen and interior space provided in the Newport Beach Civic Center Community Room. 9-19 EXHIBIT B SCHEDULE OF BILLING RATES American Global Security, Inc. Page B-1 9_20 EXHIBIT B SCHEDULE OF BILLING RATES The following is the proposed pricing for the Contractor to provide services: PROPOSED PRICING Calendar Year Regular Rate Overtime Rate (i.Sx) Double Overtime Rate (2x) Holiday Rate 2023 $25.50 $38.25 $51.00 $38.25 2024 (optional upon renewal) $26.50 $39.75 $53.00 $39.75 2025 (optional upon renewal) $27.25 $40.88 $54.50 $40.88 Rate Type Regular Rate: Hours of service from 0 — 8 hour shifts Overtime Rate (1.5x): If personnel are requested to stay over 8 hours but less than 12 consecutive hours Double Overtime (2x): If personnel are requested to stay over 12 consecutive hours Holiday Rates: • New Year's Day (January 1) • Martin Luther King, Jr. Day • President's Day • Memorial Day • Independence Day (July 4) • Labor Day • Veteran's Day • Thanksgiving Day • Christmas Day (December 25) City shall not be responsible for providing or reimbursing Contractor for any items or expenses related to: travel, mileage, communications equipment or uniforms. If the City cancels any or all of its personnel requests less than twenty-four (24) hours prior to the assigned reporting time, the City shall pay, in addition to sums due for services actually provided, at the regular rate for each canceled employees as if such employee worked four (4) hours. Optional Services: PROPOSED PRICING Service Type Rate Closing (locking up) public restrooms offsite -includes staff time and transportation $19.99 per stop/location 9-21 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, 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 satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance 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. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. 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 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 one million dollars ($1,000,000) combined single limit each accident. American Global Security, Inc. Page C-1 9-22 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. American Global Security, Inc. Page C-2 9_23 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. 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 City requires and shall be entitled to coverage for 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 City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City 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 requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. American Global Security, Inc. Page C-3 9_24 H. Timely Notice of Claims. Consultant shall give City 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. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's 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 Work. American Global Security, Inc. Page C-4 9_25 ATTACHMENT B City of Newport Beach BUDGET AMENDMENT F-' 2023-24 BA#:24-005 Department: City Manager ONE TIME: ❑ Yes ❑ No Requestor: Tara Finnigan Approvals ❑ CITY MANAGER'S APPROVAL ONLY Finance Director: Date 6I1512 0 COUNCIL APPROVAL REQUIRED City Clerk: Date EXPLANATION FOR REQUEST: Professional Services Agreement with American Global Security, Inc., for Security Guard Services at Civic Center and ❑ from existing budget appropriations other City Facilities during hours of non -operation. ❑ from additional estimated revenues 0 from unappropriated fund balance REVENUES Fund # Org Object Project Description Increase or (Decrease) $ - --— --- Subtotal $ - EXPENDITURES Fund # Org Object Project Description Increase or (Decrease) $ 010 01020005 811008 CITY MANAGER ADMIN - SERVICES PROFESSIONAL 70,000.00 Subtotal $ 70,000.00 FUND BALANCE Fund # Object Description increase or (Decrease) $ 010 300000 GENERAL FUND - FUND BALANCE CONTROL (70,000.00) 5ubtotal $ (70,000.00) Fund Balance Change Required 9-26