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HomeMy WebLinkAbout10 CALIF WEST PATROL 07-06-99AG E DA DATE' NO. 10 7-6-99 lnter-Oom JULY 6, 1999 TO: FROM: ~U=,J:CT: ~rlLLIAM A. HIISTON, CITY MANAGER REDEVELOPMENT AGENCY STAFF/TUSTIN POLICE DEPARTMENT NAVY COOPERATIVE AGREEMENT AMENDMENT/CONTRACTUAL AGREEMENT 'WITH CALIFOR_NIA ;VEST PATROL, INC. FOR SECURITY SERVICES, MCAS TUSTIN SUMMARY: Tustin City Council approval is requested for the City to antend the Cooperative Agreentent with the Department of Navy and enter into alt agreement with California West Patrol, Inc. for the provision of security services at closing MCAS Tustin. RECOMMENDATION It is recommended that the Tustin City Council: . Authorize the City Manager or Assistant City Manager to execute an Amendment to the Cooperative Agreement between the United States of America (Department of Navy) and the City of Tustin to provide contractual security services at Marine Corps Air Station (MCAS) Tustin, subject to approval of any final ageement by the City Attorney; and Authorize the City Manager or Assistant City Manager to enter into a contractual agreement between the City of Tustin and California West Patrol, Inc. to provide necessary security services at MCAS Tustin, subject to approval by the City Attorney of all contract documents. FISCAL IMPACTS City of Tustin costs associated with the recommended actions will be reimbursed by the Department of Navy., There are no direct fiscal impacts on the General Fund associated with this action. City and Redevelopment Agency staff will be responsible for contract administration. BACKGROUND/DISCUSSI ON Upon closure of MCAS Tustin, the Department of Navy may fulfill its obligation to maintain the base during a transitional period by executing a Cooperative Agreement with the City of Tustin , the Local Redevelopment Authority (LRA). Maintenance and operation of real property, facilities, and infrastructure and the provision of physical security and fire services are typically included in a Cooperative A~eement.. The City may fulfill its obligation to provide the required services for the installation through the utilization of private or public contractors. City Council Report Amendment to Cooperative Agreement/Contract For Security Services July 6, 1999 Page 2 On June 21, 1999, the Tustin City Council authorized staff to execute a Cooperative Agreement with the Department of Navy (DON) to provide fire services for closing MCAS Tustin by the Orange County Fire Authority. Staff have now competed the solicitation process for security services. This necessitates the amendment of the original Cooperative Agreement to add security services. Security proposals were solicited over the last month and were received from the following fire firms: California West patrol, Inc.; Bums International Security Services; · Contact Security; · O.C. Metro Patrol, and; · Wells Fargo Guard Services Based on the review of the proposals and the qualifications of each company, the Tustin Police Department has recommended the services of California West Patrol, Inc. The type of service or posts planned are roving patrols and entry/exit gate services. There will be two roving patrol vehicles manned 24 hours per day, 7 days per week. These patrols will be required to cover the entire site perimeter and all facilities at the installation including housing. The gate guard will be located at Valencia and Redhill Avenue and will be manned 12 hours per day, 6 days per week. Contracted security services will cover a twelve (12) month period and can be extended on an annual basis subject to approval by the Assistant Secretary of the Navy, reduced or terminated when 15 day notice is provided by the Navy. The one-year contract includes one time start'up costs of $18,700 and an estimated annual cost of $340,416. The Department of Navy will reimburse all costs associated with the provision of security services at MCAS Tustin. Consequently, staff is seeking authorization from the City Council to amend the existing Cooperative Agreement to include provision of security services and approval to contract with California West Patrol to implement these services at the base. Final Navy Headquarters approval of the Alnendment to the original Cooperative Agreement to add security services has not yet been obtained. To ensure that a contract can be executed as soon as possible, staff requests that the City Council grant the staff the authority to complete any needed minor corrections, subject to approval of all documents by the City Attorney. Staff will be soliciting private contract proposals for remaining needed caretaker services for MCAS Tustin and will request City Council approval of a more comprehensive Cooperative Agreement tentatively in late August or September. Christine A. Shingle~ Steve Foster Assistant City Manager Chief of Police rda/caretaker2 Attachments: Consultant Services Agreement with California West patrol, Inc. SECURITY SERVICES AGREEMENT BETWEEN CALIFORNIA WEST PATROL, INC. AND CITY OF TUSTIN FOR MCAS TUSTIN THIS AGREEMENT is made and entered into this day of ,1999, by and between the CALIFORNIA WEST PATROL, INC., a California corporation (herein referred to as CAL WEST) and the City of Tustin, the Local Redevelopment Authority for Marine Corps Air Station Tustin, a municipal corporation duly organized under the laws of the State of California (herein referred to as the CITY). RECITALS 'A. The Federal Government, for and on behalf of the citizens of the United States, acts as the steward of certain real property on which it maintains and operates military facilities and military bases necessary for the defense of the United States of America. The Federal Government has determined that the continued maintenance and operation of certain military bases throughout the Nation are no longer necessary to achieve the national defense objectives of the United States. Therefore, the Federal Government has directed and authorized the United States Department of Defense to deactivate and close a select number of military bases and to coordinate and administer the systematic disposition of both real and personal property for civilian reuse purposes. B. The Federal Government has determined that the Marine Corps Air Station, Tustin, California (herein referred to as the MCAS Tustin), is one of the aforementioned military bases which is to be deactivated, closed and ultimately converted to civilian reuse. The MCAS Tustin is scheduled to close on July 2, 1999. C. The terms and conditions necessary for establishing the adequate operation, maintenance, and protection of the MCAS Tustin following base closure and pending final disposition will be governed by a Cooperative Agreement between the United States of America, as represented by the Southwest Division, Naval Facilities Engineering Command (herein referred to as the Navy) and the CITY. D. The Federal Government has determined that it is in the public interest, and will be of benefit, for the designated interim caretaker of the MCAS Tustin, the CITY, to participate in the operation, maintenance, and protection of the MCAS Tustin facilities during the interim caretaker period. The interim caretaker period is the period from the official base closure date until the final disposition of the base. The CITY is a municipal corporation duly organized under the laws of the State of California possessing legal authority to enter into a Cooperative Agreement with the Navy. SECURITY SERVICES AGREEMENT PAGE- 1 E. Pursuant to the Cooperative Agreement, the CITY is obligated to perform certain "caretaker services" delineated within that Agreement. The aforementioned caretaker services consist primarily of activities necessary to protect, secure, and maintain the inactivated MCAS Tustin facilities described in that Agreement. Additionally, the CITY will supervise and manage all activities and projects which are its responsibility and obligation under the Cooperative Agreement, according to the terms, conditions, and specifications of that Agreement. In consideration for the CITY's performance of the aforementioned services and operations during the interim caretaker period, the Cooperative Agreement provides that the Navy shall pay an agreed upon sum of money to the CITY for the costs incurred by the CITY associated with its performance under the Cooperative Agreement. F. One caretaker service which the CITY is contractually obligated to perform under the Cooperative Agreement is the establishment and provision of security services to the MCAS Tustin. However, the CITY does not possess the capabilities, required to fully discharge its security services obligation under the terms, conditions and specifications of the Cooperative Agreement. Consequently, the CITY must contract separately for the performance of the securitY services component of the Cooperative Agreement in order to fully discharge its obligations under that Agreement. G. It is the intent of the CITY and CAL WEST to enter into this Agreement for the purpose of establishing the terms and conditions under which CAL WEST shall discharge, on behalf on the CITY, the CITY's contractual obligation under the Cooperative Agreement to provide continued and uninterrupted securitY services to the geographical area comprising the MCAS Tustin during the interim period following base closure and military withdrawal pending final disposition of the base. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions contained herein, the parties agree as follows: 1. SCOPE OF SERVICES AGREEMENT 1.1 CAL WEST shall provide to the CITY uniformed security guard services in compliance with all terms and conditions of this Agreement and as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, (the "services" or the "work") to the territory of Orange County known as the MCAS Tustin Service Area, which is more fully described by the map attached hereto as Exhibit "B" and which is incorporated by reference as though fully set forth herein (hereinafter referred to as the MCAS Tustin Service Area). CAL WEST warrants that all services shall be performed in a competent, professional and satisfactory manner in accordance with all standards prevalent in the industry. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all.laws, ordinances, resolutions, statutes, rules, and regulations of the CITY of Tustin and of any federal, state or local government agency of competent jurisdiction. SECURITY SERVICES AGREEMENT PAGE- 2 1.3 Licenses and Permits. CAL WEST shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Contract, CAL WEST warrants that they (a) have thoroughly investigated and considered the work to be performed, (b) have investigated the site of work and become fully acquainted with the conditions there existing, (c) have carefully considered how the work should be performed, and (d) fully understand the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should CAL WEST discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the CITY, CAL WEST shall immediately inform the CITY of such fact and shall not proceed with any work except at CAL WEST risk, until written instructions are received from the Contract Officer. 1.5 Care of Work. CAL WEST shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to facilities, equipment, materials, records, papers or other components of the work, and shall be responsible for all such damage until termination of the contract by the CITY, except such loss or damages as may be caused by the CITY's own negligence. 1.6 Special Requirements. Any additional terms and conditions of this Agreement are set forth in Exhibit "C" and are incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "C" and any other provision or provisions of this Agreement, including Exhibit "A", the provisions, of Exhibit "C" shall govern. 2. ADMINISTRATION AND COORDINATION OF WORK 2.1 Representative of Consultant. The following Principal of CAL WEST is hereby designated as being the Principal and representative of CAL WEST authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: - Brad Lazarus, Regional Vice President It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principal is substantial inducement for the CITY to enter into thi.s Agreement. Therefore, the following Principal shall be responsible during the term of this Agreement for directing all activities of CAL WEST and devoting sufficient time to personally supervise the services hereunder. The foregoing Principal may not be changed by CAL WEST without the express written approval of the CITY. 2.2 Contract Officer. The Contract Officer shall be the Assistant City Manager of the CITY unless otherwise desig-nated in writing by the Contract Office. For purposes of day to day liaison and administration, Captain Schoenkopf with the City of Tustin Police Department shall be primarily responsible for coordination with CAL WEST in the provision of the City of Tustin law enforcement support when necessary and requested by CAL WEST. It shall be CAL WEST's responsibility to keep the Contract Officer and the City of Tustin Police Department fully informed of the progress of the performance of the services and CAL WEST shall refer any decisions on the SECURITY SERVICES AGREEMENT PAGE- 3 Agreement which must be made by the CITY to the Contract Officer. Unless otherwise specified herein, any approval of the CITY required hereunder shall mean the approval of the Contract Officer. 2.3 The CAL WEST Principal identified in Section 2.1 shall meet with the Contract Officer or designee and a selected representative from the Navy identified as the Officer in Command-Caretaker Site Office (herein after referred to as OIC-CSO) at least monthly, or as more frequently requested by the Contract Officer or the City of Tustin Police Department. 2.4 The Contract Officer, and Tustin Police Chief, and OIC-CSO shall be promptly notified of certain security events occurring within the MCAS Tustin Service Area other incidents as designated by the Contract Officer or OIC-CSO in writing. 2.5 Independent Contractor. The CITY shall not be liable for the direct payment of any wages or other compensation to any officer, employee, or agent of CAL WEST performing any services under this Agreement. The CITY shall not be liable to any officer, employee, or agent of CAL WEST for any sickness or injury incurred by such person in the course of performing services under this Agreement. CAL WEST shall be solely responsible for all personnel actions relating to CAL WEST employees utilized in the performance of this Agreement. The employees of CAL WEST shall not be deemed employees of the CITY as result of this Agreement. 3. RECORDS AND REPORTS 3.1 The CITY may, in addition to any financial or other reports required by the terms of this Agreement or by the Cooperative Agreement, require CAL WEST to prepare reports or provide information relating to this Agreement. CAL WEST agrees to provide such reports within a reasonable period of time and in such detail as may be required. 3.2 Records. CAL WEST shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. CAL WEST shall also afford any authorized representatives of the CITY, the United States Department of Defense, the Comptroller General, or other officially concerned Federal Government agency access to and the right to examine all records, books, papers, and documents, including records in automated forms, that are within CAL WEST's custody or control and that relate to its performance under this Agreement. CAL WEST will retain such records intact for at least three (3) years following termination of this Agreement. Access to CAL WEST's records by the federal government will be only during normal business hours, and the requesting party will give CAL WEST twenty-four (24) hours prior notice of its intention to examine CAL WEST's records that relate to the performance of this Agreement. 3.3 Ownership of Documents. All documents, specifications, records, documents and other materials prepared by CAL WEST in the performance of this Agreement shall be the property of the CITY and shall be delivered to the CITY upon request of the Contract Officer or upon the termination of this Agreement, and CAL WEST shall have no claim for further employment or additional compensation as a result of the exercise by the CITY of its full rights or CITY's SECURITY SERVICES AGREEMENT PAGE- 4 ownership of the documents and materials hereunder. CAL WEST may retain copies of such documents for its own use. CAL BEST shall have an unrestricted right to use the concepts embodied therein. 3.4 Release of Document. All reports, records, documents and other materials prepared by CAL WEST in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 4. COST FOR SERVICES 4.1 The cost contained in this Agreement shall represent the minimum level of security services required to protect assets, resources, and persons planned to be located within the MCAS Tustin Service Area during the interim period following base closure and military withdrawal. 4.2 The costs presented under this Ageement reflect initial start-up costs and the fully burdened hourly costs associated with providing security services to the MCAS Tustin Service Area. 4.3 In order to establish security services to the MCAS Tustin Service Area, CAL WEST will charge the CITY for one-time start-up costs in the amount of $18,700, which reflects the actual cost of establishing such services. In addition, the annual operating cost for the provision of security services to the MCAS Tustin Service Area shall not exceed $340,416. 4.4 The specific cost line items and requirements for the one-time start up costs, as well as for the annual operating costs, are more fully set forth in the spreadsheets attached hereto as Exhibit "C", and are incorporated by reference as though fully set forth herein. ~ 5. PAYMENT FOR SERVICES 5.1 As consideration for the services set forth in this Agreement, the CITY agrees to pay to CAL WEST directly a one'time start-up cost in the sum of $18,700. CAL WEST and the CITY agree that annual operating costs for services in this Agreement shall not exceed $340,416. 5.2 Method of Payrnent. All work conducted under this Agreement shall be billed on a time and materials basis consistent with the fully hourly rates and budget included in Exhibit "C" of this Agreement. In any month in which CAL WEST wishes to receive payment, CAL WEST shall no later than the first working day of such month, submit to the CITY in the form approved by the Contract Officer and Department of the Navy prior to the date of the invoice. The CITY shall pay CAL WEST for all expenses stated thereon which are approved by the CITY consistent with this Agreement, no later than the last working day of said month. 5.3 Changes. In the event any change or changes in the work is requested by the CITY, the parties hereto shall execute an addendum to this Agreement, setting forth with SECURITY SERVICES AGREEMENT PAGE- 5 particularity all terms of such addendum, including but not limited to, any modification to WEST's fees. An Addendum may be entered into to provide for revisions or modifications to the scope of work, including but not limited to, a reduced level of service. CAL WEST acknowledges that the CITY, within it's discretion, may increase or decrease any specific line item or the maximum funding amount reflected in Section 4.3, with fifteen (15) days notice to CAL WEST. 6. FURTHER OBLIGATIONS OF THE PARTIES 6.1 Facilities. A guard shack and office area at MCAS Tustin will be made available to CAL WEST by the Navy for use by CAL WEST on or as soon as possible after the effective date of this Agreement, at no cost to CAL WEST. CAL WEST will not be responsible for the structural integrity of the aforementioned facility (e.g., roofing, framing, foundation, flooring, plumbing, and HVAC system), nor will CAL WEST be responsible for maintaining or paying for the utilities provided up to the facility. The facility will be equipped by the Navy with basic fixtures, furniture, and equipment so as to make such facility habitable and generally operational for use by CAL WEST as soon as possible after the effective date of this Agreement. 6.2 Vehicles. Two fully equipped security patrol vehicles and associated equipment thereon, will be provided by CAL WEST under this Agreement. CAL WEST shall be responsible for all care and maintenance. 6.3 CAL WEST shall provide necessary communications equipment. Each on-duty guard and supervisor shall be equipped with a hand held unit equal to and compatible with the system required by.the CITY in Exhibit "A". 7. INSURANCE CAL WEST shall carry and maintain excess broad form comprehensive liability insurance and property damage insurance including, but not limited to, insurance against assumed contractual liability under this Agreement, to afford protection with a limit of liability not less than five million dollars ($5,000,000) against all claims for bodily injuries and death or damages to property resulting from CAL WEST's performance under this Agreement. The minimum amount of liability coverage is subject to revision by mutual agreement of the parties upon amendment of this Agreement. To the extent required by law, CAL WEST shall carry and maintain Workers' Compensation insurance in form and amounts required by law. All insurance which this Agreement requires CAL WEST to carry or maintain or cause to be carded or maintained pursuant to this Agreement shall be in such form, for such amounts, for such periods of time and with such insurers as the CITY may require or approve. The CITY's approval shall not be unreasonably withheld. All policies and certificates issued by the respective insurers for public liability and property damage insurance shall name the CITY and the Navy as an additional insured to the extent provided by law, provided that any losses will be payable notwithstanding any act or failure to act or negligence of the CITY; provide that no cancellation, reduction amount or material change in coverage thereof will be effective until at least thirty (30) SECURITY SERVICES AGREEMENT PAGE- 6 days after receipt by the CITY of written notice thereof; provide that the insurer will haVe no right of subrogation against the CITY, Navy, and its officers, agents, employees or contractors; and be reasonably satisfactory to the CITY in all other respects. Coverage provided by a carder shall be by admitted insurers with A.M, Bests Key Rating of at least A VII. CAL WEST shall provide insurance coverage on all owned property (e.g., personal, equipment). 8. INDEMNIFICATION 8.1 CAL WEST shall defend, indemnify, and hold harmless the CITY, its officers, and employees from and against any and all actions, suits, proceedings, claims, demands losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person or persons, for damage to property, including property owned by the CITY, and for errors and omissions committed by CAL WEST, its officers, employees and agents, arising out of or related to CAL WEST's performance under this Agreement, except for such loss as may be caused by CITY's own negligence or that of its officers or employees. 8.2 The obligations created by subsection 8.1 above with respect to indemnification's shall survive the expiration or termination of this Agreement. 9. TERM Providing the Cooperative Agreement is in effect, this Agreement shall commence at 8:00 a.m., July 7, 1999, and shall extend for a period of twelve (12) months, until 8:00 a.m., July 7, 2000, unless terminated sooner or renewed annually in accordance with the provisions set forth herein. If the Cooperative Agreement'is not in effect as of 8:00 a.m. on July 7, 1999, this Agreement shall be effective as soon as the Cooperative Agreement becomes effective. 10. TERMINATION Except as provided otherwise under this Agreement, either party may terminate this Agreement, without cause, by giving written notice to the other party at least thirty (30) days prior to the date of termination. The CITY may terminate this Agreement upon fifteen (15) days written notice to CAL WEST, if the Navy fails to make payment to the CITY pursuant to the Cooperative Agreement, or otherwise fails to make funds available to the CITY for provision of security services for the MCAS Tustin Service Area. In the event of termination of the Agreement pursuant to this Section 10, the CITY will be obligated to pay CAL WEST for services rendered pursuant to this Agreement to and including the effective date of termination. Payment for any portion of a monthly period shall be pro-rated. SECURITY SERVICES AGREEMENT PAGE- 7 11. RENEWAL Prior to the expiration of the term of this Agreement, the parties hereto may renew this Agreement as follows: A. The CITY shall provide written notice to CAL WEST within sixty (60) days prior to the expiration of this Agreement of its desire to renew this Agreement. The notice should include the term of the renewal for which the CITY is requesting. B. Upon receipt of the CITY's written notice, CAL WEST will prepare a written estimate of costs and service levels. 12. ENFORCEMENT OF AGREEMENT 12.1 Disputes. In the event of any. dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party cures any default within ninety (90) days after service of the notice, or if the cure of the default is commenced within thirty (30) days after service of said notice and is cured within a reasonable time after commencement; provided that if the default is an immediate danger to the health, safety and general welfare, the CITY may take immediate action under Section 12.4 of this Agreement. Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 12.2 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such fight or remedy or be construed as a waiver. No consent or approval of.the CITY shall be deemed to waive or render unnecessary CITY's consent to or approval of any subsequent act of CAL WEST. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 12.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 12.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgement or any other remedy consistent with the purposes of this Agreement. 12.5 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement or it subject matter, the prevailing party shall be entitled to recover reasonable attorney's fees and costs of suit from the losing party. SECURITY SERVICES AGREEMENT PAGE- 8 13. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 13.1 Non-Liability of City Officers and Employees. No officer or employee of the CITY shall be personally liable to CAL WEST, or any successors-in-interest, in the event of any default or breach by the CITY or for any amount which may become due to CAL WEST or its successor, or for breach of any obligation of the terms of this Agreement. 13.2 Covenant A~ainst Discrimination. CAL WEST covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming'under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry. CAL WEST shall take affirmative action to insure that applicants and employees are treated without regard to their race, color 14. MISCELLANEOUS PROVISIONS 14.1 Notices. All notices, transmissions, correspondence, reports, official communications, and/or statements authorized, made under, or required by this A~eement shall be in writing and shall be delivered by hand, facsimile transmission, or by U.S. Mail, First Class postage prepaid, to the other party at the address or facsimile transmission telephone number set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if needed as provided by this Section. CAL WEST: James Michael, President/CEO Califomia West Patrol, Inc. 1100 Irvine Boulevard, Suite #401 Irvine, CA 92680 (714) 558-1103 CITY Christine Shingleton Assistant City Manager MCAS Tustin Team Manager CITY of Tustin 300 Centennial Way Tustin, CA 92780 Steve Foster Chief of Police City of Tustin 300 Centennial Way Tustin, CA 92780 SECURITY SERVICES AGREEMENT PAGE- 9 14.2 Inte~ated A~eement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 14.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 14.4 Severability. In the event that any one or more of the.phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgement or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 14.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. 14.6 Change of Circumstances. Each party will promptly notify the other party of any leghl impediment, change of circumstances, pending litigation, or any other event or condition that may adversely effect such party's ability to carry out any of its obligations under this Agreement. 14.7 Third Party Beneficiaries. The parties agree that the provisions of this Agreement are not intended to directly benefit, and shall not be enforceable by any person or entity not a party to this Agreement. By entering into this Agreement, neither party waives any of the immunities provided under state or federal law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. CAL WEST PATROL, INC. DATED: By: SECURITY SERVICES AGREEMENT 'PAGE- 10 ATTEST: "CITY OF TUSTIN", A municipal corporation DATED: By: Christine A. Shingleton Assistant City Manager ATTEST DATED By: Pamela Stocker CITY Clerk APPROVED AS TO FORM CITY OF TUSTIN DATED: By: Lois Jeffrey CITY Attorney SECURITY SERVICES AGREEMENT PAGE- 1 1 EXHIBIT A SCOPE OF SERVICES EXHIBIT A SCOPE OF SERVICE Security guard service shall be provided with the requirements specified herein. Services will be performed in those areas and facilities designated (refer to building inventory list, Attachment 1). Services may be modified to best meet the needs of the MCAST site at the discretion of the City. m. GENERAL REQUIREMENTS. Security Guard protection service shall be provided to detect and report occurrences of trespass, theft, vandalism, and any Other unauthorized activities occurring within the perimeters of MCAST. At a minimum, conduct requirements in conformance with the City of Tustin Police Department (CTPD) rules, standards and regulations, applicable publications, codified industry standards and recommended practice for security personnel. Vendor shall provide adequate supervision of security service employees at all times. The supervisors shall ensure that each post is manned as required. Supervisory personnel in charge of work under this section shall be available at all times to receive and implement orders or special instructions concerning matters that affect the operation, protection and security of MCAST. An Organization Chart, including the name of the Post Supervisors, and the organization for post is manned shall be immediately provided to the CSO. The services required include the following: 1) Deter and report unauthorized personnel or vehicular entry into areas assigned. 2) Safeguard,. monitor and report incidents of damage, pilferage, removal, destruction, misuse, larceny, theft or other improper or unlawful threats to, or disposition of, Government or personal property or acts of sabotage, or wrongful destruction within the assigned areas. 3) Report the occurrence of fires, explosions, collapses, and other catastrophes. In such an event, the Caretaker shall summon appropriate response forces and then notify City personnel. Assist in minimizing the effects and in restoring the area to a safe secure condition. 4) Safeguard personnel, ~deter the commission of crimes against persons, summon appropriate response forces, and assist those response forces as required. s) Provide proper documentation and reports of all incidents. Pass relevant information to relieving guard. Provide and maintain at each guard post sufficient copies of post orders. The City reserves the right to change post orders provided such change does not affect the cost of the agreement. Special Orders are short term or one-time changes. Appendix 1 Page 1 Bo MATERIALS AND EQUIPMENT. The Vendor shall provide all equipment and materials. The City may inspect equipment and material for adequacy and compliance. 1) UNIFORMS: All security employees shall maintain a neat and professional appearance. Uniforms shall comply with those requirements as established by CTPD for security personnel. 2) WEAPONS: Only those weapons as approved and permitted by the CTPD shall be used by guard force personnel. The use of firearms is not required. A copy of each permit, with the holder's qualifications, will be provided to the CTPD if requested. All guards, supervisors, and managers shall carry their permits on their person while on duty. Any official bond required to the authorization for the arming of any official bond required to the authorization for the arming of any employees engaged in providing services specified under this agreement shall be in accordance with CTPD. 3) VEHICLES: Each vehicle shall comply with CTPD Standards for security vehicles. All Vehicles shall be kept in a safe operating condition. All fuel, oil, lubricants, and maintenance are the vendor's responsibility. Unless otherwise approved by the City, no fueling or maintenance shall be performed at the site. All vehicles shall be clearly identifiable and uniform in appearance. All guards should be supplied with a vehicle. 4) COMMUNICATIONS: The Vendor shall provide all necessary communications equipment. As a minimum, each security guard shall be supplied with a hand- held unit, which is equal to and will be compatible with the system described in Attachment 2. ~ C. RECORDS AND SCHEDULES. Maintain the Daily Guard Report (duty roster and post assignments), Security Call Sheet, (all guards, supervisors, manager) Post Supervisors Log, and other such appropriate records to ensure the proper, timely, and efficient operation of these areas of responsibility. Copies of each of these records will be provided to the City by 0700 of the next working day. Do PERSONNEL REQUIREMENTS. The Vendor shall maintain satisfactory standards of employee competency, conduct, and appearance. Each employee is expected to adhere to standards as established by CTPD. As a minimum, training shall meet the requirements of OPNAVINST 5530.14B. The Government reserves the right to direct the Vendor to remove an employee from the work site for inappropriate appearance or conduct. The Vendor shall initiate immediate action to replace such an employee and to maintain continuity of services at no additional cost to the Government. E. AUTHORITY AND JURISDICTION. The conduct and authority of security patrols is that as authorized by CTPD, the laws of the state of California and shall be under a duty Appendix 1 Page 2 F. 2) 1) by virtue of employment under this a~eement to exercise that authority in the manner directed. It is expressly understood that guard personnel are security patrols only and not intended as a police agency. Individual conduct shall be as defined by the CTPD. The use of deadly force by personnel must be in accordance with the guidelines set by Navy. Patrol jurisdiction boundaries is that as established by CTPD. WORK REQUIREMENTS. Types of service or posts planned are Roving Patrols, and Entry/Exit Gate services. Services or post manning may be required for a full 24-hour period or 3 shifts, seven (7) days a week. No guard personnel shall make statements to news media or community in regards to events or occurrences at this activity. All inquiries shall be directed to the City. At no time shall a post be left unmanned or abandoned. Refer to Attachment 3 for post assignments. ROVING PATROL FUNCTION: The roving patrol function includes both foot and motorized patrols. Perimeter. Once every two (2) hours, a check shall be made of the entire base perimeter to detect unauthorized entry (attempted or actual). Routes shall be varied in order not to establish a set pattern. · Building/Equipment Checks. Security checks shall be made every six (6) hours of all buildings and pieces of equipment (leashed facilities not included) at MCAST. While such checks are primarily to detect unsecured facilities, the patrol shall also immediately report fire, flooding, or other condition that could result in damage to buildings/equipment or injuries to personnel. Interior security checks shall be performed on ten percent of all facilities and buildings during routine patrols. Additionally, an interior security check shall be performed whenever the integrity of any building, structure, facility or equipment has been compromised. Reports of all incidents shall be provided to the Vendor manager and documented in the daily log for City review. · Gate/Building Openings. Locked gates or buildings shall be opened in response to an authorized request at any time. A record of all gate/building openings shall be included in the daily report log. ENTRY/EXIT GATE OPERATIONS. · Entry Control. Deter unauthorized personnel, property, or vehicles from entering into MCAST. Only those individuals with a need to be aboard shall be allowed access. A need to be aboard is defined as an individual with an approved work request, an authorized access letter from the BRAC Office or the City, or is included on a current post access list. During the time periods posts are not manned, the posts shall be considered pan of the perimeter and controlled by the roving patrol. · Exit Control. Ensure that any person(s) attempting to take Government property from MCAST has a valid property pass issued by the City. In general, property will not be authorized for removal from the installation. Close and lock gates to outbound traffic Appendix 1 Page 3 and make an all secure report in the security log within three minutes of notification of the shift supervisor, the City or completion of the post shift. Detention or searches of vehicles shall be in accordance with CTPD regulations. Appendix 1 Page 4 EXHIBIT B MCAS TUSTIN SERVICE AREA .............. MCAS TUSTIN S©UNDARY ........ REUSE ;LAN AREA SOUNDARY . ]'":':!i. ' · :. ~ CTYOFSAN-AANA '. .. . :'.. '.: : :.. · -:' :::: .::: :::'::-.-.' :': · :i ': :t: :i':::t]':i :i::::i:~F i! ::~ '...T.'.::'.: CTYOFTUSTN :. , ' .-- . ~ .. ~::~: :::::::::::::::::::::::: · .~::?::~:- .... : .....:.. :.~:?:~: ~:.:' : ::': '::~:~::: .. ::~ .:~:...::~:..:~? ..~>.~.:..::: ..::~.:. :~;:..~] ..... ~,,. ::. ~...:?..f:: ¢?~.:. ~:..:~; ¢:.~ ..... ,...........,..--....-.... ......... ..... ........,....,..,... ...%.%.. ""~"'"' .... ' ............. "' .... ~:~:::~:'~ ...,,."...~'...'~Pa~b~l ' ~'"?"'"' ............. ."...'",.'~rmx'.': ;: :'~:::::~:~ .... "' .: ~. ,. ,~ ... . ~.....,. ,..~ ... ...'-/."*.-. ~.. '". ........... '.,.:?.?-:':R.~,~ . ",."~.%.%.'"..."...%.%.'"...%.'". · ~ .' ...... ...'-Pama]", ."',.%. .................... . ,...~ ..."..'~...'~.,.~'...""/.~'... · '- .. . ,. · " -."...%."',."...' .-'"-- '", .......... .-.'.,'"..?.~"., ...." :'"-.::" ::)~:. ..... ~.?-::-, :-..::, .::... :.---t:,. :.t-,,. -,..::'.t':-~ t-'.:- ::% .... ,.::.'. : -.. : ,. :.:-. :: .-'"~ ...'. :::--.::.- :-.'::": ..................... "· ' ",.%."...",.%.".-.'~,.",,"..",-" '--".'-".-",.':'.--"'-."'.," - .... "'..."-'.'",-'"~.:.'.'"'.t' '; ': '-'.' .'. ? '.'" -'. :'.'-", ".~' ~%.--...-,,.--...--..' ..--..'-.,-'.,.. .... ~. "..."'...",.' .~%..'-,.. ..... ,.%.; ...%."'.,%."~". .... ",.' ~ ~ k~.--. .... ",.".........,......- · ,.X ~. ~ .. .... ~ .. · .... .~. .'. ..... ~ ................. .... ,.. .... . ....... .. . ,~,' ......... .~. ..... .,. ,. ~.Q.'. ~. ...... . .... ...................... ~/ "..% "," ·" .".. * ./'~".". ' ~t' .... , "'." ,"," ,"..." '. ....... '.~,. ' ~ ",.".,%.", "..' .... ~.... ............ .... ~ .~ ...... , ... ~ · . ...... - ... ·.. , .... . · ~ ,. ~ ... ,. :~. ,..... , ~ . . · ...-..... ..,....%.....,,.......~....,~ .-........,..,.-......,....~-..,...........,.-....,....-.,..,,,-....--,.....- ......,..-...,......, .... ~_ . ........ . ......... . .... .,. ~ ..:,.'-...' ' ~ ........ "'~ /'""~ '"' .... ' ....... ~ .... '"' ...... "'" .... ~0'"'"' ~'""'~ ' ...... ' .... '"";'% ~ "~" ....... " ".':--.'?.'-%.': ':'-":"-'~'~' .:: '""" %'"""" ' ..... "".'. '~ ' " ~.,:...:,.:::...?.... · ....... :.'-:-'. . ............... :?.':.,'.::,. ... · . :"?':::":.:.'.:'. .... ....,~.,:: .:::-.': :: :: :::" ' :::.::,::::::t~:..¥:.,...:,:...... ~:.-.~.... ,...... No Scale EXHIBIT C SPECIAL REQUIREMENTS SPECIAL REQUIREMENTS 1. Advance Agreements on the Allowability of Cost No cost incurred by CAL WEST which is contrary to any restriction, limitation, or instruction contained in the Budget in Attachment B of this Agreement, or which otherwise has not been specifically approved in writing in advance by the CITY, will be allowable. 2. Governing Regulation This Agreement shall be enforced and interpreted in accordance with the Federal law and regulations, directive circulars, or other guidance cited in this Agreement. This Agreement will be administered according to 32 CFR Part 33, Uniform Administrative Requirements for Grants and Cooperative Agreements, OMB Circular A-102, Grants and Cooperative Agreements with State and Local Governments, OMB Circular 87, Cost Principles for State and Local Governments and DOD 3210.6~R, DoD Grant and Agreement Regulations. In the event of a conflict between the provisions of this Agreement and the regulations, the regulations will govern. 3. Nondiscrimination CAL WEST agrees that no person, on the grounds of race, religion, color, national origin, sex or handicap, will be denied benefits of, or otherwise be subjected to discrimination in connection with CAL WEST's performance under this Agreement. Accordingly, CAL WEST covenants and agrees to comply with the following to the extent applicable: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d, et seq.) and DoD regulations (32 CFR Part 300) issued thereunder; B. Executive Order 11246 and Department of Labor regulations issued thereunder (41 CFR Part 60) ~ C. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) and DoD regulations issued thereunder (32 CFR Part 56); and D. The Age Discrimination Act'of 1975 (42 U.S.C. §§ 6101, et seq.) and implementing regulations issued thereunder as incorporated in 45 CFR Part 90). 4. Drug-Free Work Place A. CAL WEST shall comply with the provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C. §§ 701, et seq) and maintain a drug-free workplace. B. The Final Rule, Government-Wide Requirements for Drug-Free Workplace (Grants), issued by the OMB and the DoD (32 CFR part 25, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988, is hereby incorporated'by reference, and CAL WEST covenants and agrees to comply with all the provisions thereof, including amendments to the Final Rule which may hereafter be issued. 5. Environmental Protection A. CAL WEST agrees that its performance under this Agreement will comply with all applicable Federal, State, or local environmental laws and regulations, including, but not limited to: the requirements of the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and Section 308 of the Federal Water Pollution Control Act (33 U.S.C. §1318), which relate generally to inspection, monitoring, entry reports and information, and with all regulations and guidelines issued thereunder; the Resource Conservation and Recovery Act ("RCRA," 42 U.S.C. §§ 6901, et seq.); the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA," 42 U.S.C §§ 6901, et seq.); and the National Environmental Policy Act ("NEPA, "U.S.C. §§ 4321, et seq.). B. CAL WEST will indemnify and hold harmless the CITY from any costs, expenses, liabilities, fines, or penalties resulting from discharges, emissions, spills, storage, disposal, or any other action by CAL WEST giving rise to CITY liability, civil or criminal, or responsibility under Federal, State or local environmental laws incident to this Agreement. Conditions or activities giving rise to the aforementioned liabilities which occurred prior to the onset of this Agreement, and are not a result of, or related to any action by CAL WEST, are not subject to this indemnification. This provision will survive the expiration or termination of this Agreement and CAL WEST's obligation hereunder will apply whenever the CITY incurs costs or liabilities for CAL WEST's actions of the type described in this subsection. C. CAL WEST understands and agrees that there may be ongoing Installation Restoration Progam (IRP) projects or other Navy activities in support of environmental cleanup or disposal Operations at MCAS Tustin. CAL WEST agrees to cooperate to the extent necessary in support of these operations, and will not interfere with or hinder any such operations by the Navy. 6. Physical Security CAL WEST will be responsible for safeguarding all Government property provided for CAL WEST use or care. At the close of each work period, Government facilities, equipment and materials will be secured as appropriate. A. Key Control. CAL WEST will develop and implement a key control system with which CAL WEST will maintain and control all keys, combinations and other devices used to control access to buildings, secured spaces or restricted areas related to this Agreement. Unless directed otherwise by the CITY, CAL WEST will prohibit the use of keys by any person other than CAL WEST's employees or subcontractors. CAL WEST will prohibit the opening of locked areas to permit entrance of persons other than CAL WEST's employees engaged in the performance of assigned work in those areas, or as required to promote reuse of the property. In the event another party will be granted continuing access to facilities, CAL WEST will be advised in writing by the CITY of specific instructions pertaining to the access rights. B. Property Control. There will be personal property, supplies and materials left in a number of facilities after Base closure. CAL WEST is not authorized to use any of this personal property without specific written permission of the CITY and will make every effort to assist the Government in safeguarding and protecting this property. 7. Safety CAL WEST will ensure all employees know, receive instructions on, and comply with all appropriate safety requirements, Occupational Safety and Health Administration (OSHA) standards, and all state and local laws and regulations related to this Agreement. CAL WEST will record and report promptly to the CITY all available facts relating to each instance of damage to Government property or injury to either CAL V~rEST subcontractor, or Government personnel related to this Agreement. Copies of accident repons will be provided to the CITY. EXHIBIT D BUDGETARY ESTIMATE Jun-23-99 10: 13A Cal W~st Inc P. 13 CALIFORNIA WEST PATROL INC.. Page I 1 COST PROPOSAL/BUDGET ESTIMATE The following cost proposal is based upon two (2) categories: Start up implementation costs and annual operating expenses based on a twelve (12) month fiscal year. The cost proposal is based upon the Radio/Cell Phone Specification as defined in Appendix 1 Attachment 2 of the RFP, Post Assignments as defined in Appendix I, Attachment 3 of the RFP, and Material and Equipment as defined in section B of Appendix I page 2. Start-Up Costs: 5 Pac-Set Radios (800 MHz) ......................... $3,300 Patrol Vehicles ......................... $ ! 1,000 Officer Uniforms ............................... $4,400 Sub Total: $18,700 Annual Operating Expense: 1 Post # I Roving Patrol, one man 24 hours per day, 7 days per week. (8,760 hours per year) ............ $140,160 2 Post # 2 3 Post #3 Roving Patrol, one man 24 hours per day, 7 days per week. (8,760 hours per year) ........ $140,160 Gate Guard, one man 12 hours per day, 6 days per week. (3,756 hours per year) ............. $60,096 Sub-Total: $340,416 Total Annual Operating Obligation ....................... . ...... $359,116