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HomeMy WebLinkAboutStaff Report 10574 City of Palo Alto (ID # 10574) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: MSC Security Guard Services Title: Approval of a Five-year General Services Agreement With Universal Semiconductor Inc. d/b/a Universal Security Company in the Amount of $472,282 for Security Guard Services at the Municipal Services Center (MSC) From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached General Services Agreement in an amount not to exceed $472,282 with Universal Semiconductor Inc. d/b/a Universal Security Company (Attachment A) for security guard services for a term of five years, effective October 8, 2019 ending October 7, 2024, including $449,792 for Basic Services and $22,490 for Additional Services. Executive Summary After a Request for Quotes (RFQ) process was completed, staff recommends a five-year contract with Universal Semiconductor Inc. d/b/a Universal Security Company (“Universal Security Company”) beginning October 8, 2019 for Municipal Service Center (MSC) security guard services. The current MSC security guard services three-year contract, $246,285 for both Basic and Additional Services, expires September 30, 2019. Background The City contracts with a security company to provide security guards staffing the main vehicle and pedestrian entrance during operating hours at the MSC to prevent unauthorized entry. The security guard service helps to protect significant financial assets such as vehicles, equipment, and supplies housed at the MSC. These equipment and supplies are critical to the work of City staff and help ensure reliable service to the community. Discussion Solicitation Process A Request for Quotes for MSC security guard services was posted on the City’s eProcurement system on July 11, 2019. Twelve companies registered to view the proposal. Two proposals City of Palo Alto Page 2 were received on July 31, 2019. The bid summary and price proposals are as follows: Summary of Bid Process Bid Name/Number Unarmed Security Guard Services – RFQ #176003 Proposed Length of Project 5 years Number of Bid Packages Downloaded by Builder’s Exchanges 0 Number of Bid Packages Downloaded by Contractors 12 Total Days to Respond to Bid 20 Pre-Bid Meeting? Yes Number of Bids Received: 2 Base Bid Price Range $449,792 to $514,650 Link to Solicitation in Planet Bids https://www.planetbids.com/portal/ portal.cfm?CompanyID=25569 Summary of Proposals Year 1 Year 2 Year 3 Year 4 Year 5 Total Universal Security Company $89,958.40 $89,958.40 $89,958.40 $89,958.40 $89,958.40 $449,792.00 American Guard Services $99,958.24 $101,444.16 $102,930.08 $104,416.00 $105,901.92 $514,650.40 Proposals ranged from a low of $449,792 to a high of $514,650 for the five-year term of the contract. The lowest responsive and responsible bidder is Universal Security Company. This is the company that holds the current contract. For comparison, the cost of the most recent year of the current contract with Universal Security Company is $80,600. Additional Services covers work not specified in the original scope of Basic Services and may include, but is not limited to, emergency services and special event services during the course of the five-year term. Additional Services can include occasional security needs at other City facilities, and special events including the MSC Open House. Timeline City of Palo Alto Page 3 The current MSC Security Guard Services contract expires September 30, 2019. Pending Council approval of this recommended contract with Universal Security Company, the new contract will be effective October 8, 2019. Resource Impact The average annual cost of this five-year contract with Universal Security Company is $94,456.40, including Basic Services and Additional Services, for a maximum not-to-exceed of $472,282. Funding for first year of this contract is available in the Fiscal Year 2020 Operating Budget and covered in proportion to the anticipated usage of the following departments utilizing security guard services at MSC: Utilities, Public Works, and Administrative Services. Funding for future years is subject to the annual budget process and contingent upon Council approval. Funding Allocations Fund Department Annual Amount (Basic and Additional Services) Vehicle Replacement and Maintenance Public Works $18,891.28 Utilities Administration Utilities $34,004.30 General Fund Public Works $34,948.87 General Fund Administrative Services $6,611.95 Totals $94,456.40 Environmental Review This project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under Sections 15301 and 15302 of the CEQA Guidelines as repair, maintenance, and alteration of an existing facility and no further environmental review is necessary. Attachments:  Attachment A: Contract C20176003 Universal Security City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. S20176003 GENERAL SERVICES AGREEMENT THIS GENERAL SERVICES AGREEMENT (this “Agreement”) is made and entered into on the 8th day of OCTOBER, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and UNIVERSAL SEMICONDUCTOR INC., DBA UNIVERSAL SECURITY COMPANY, a California Corporation, located at 1925 Zanker Road, San Jose, Ca 95112, Telephone Number: (408) 234-4797 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. Optional Additional Services (This provision only applies if checked and an amount for Additional Services is provided under Section 5.) Additional Services (as defined in Section 5, “Compensation for Original Term”) will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 8 (“Invoicing”). Each Task Order shall be in substantially the same form as Exhibit A-1 (“General Services Task Order”). Each Task Order shall contain a specific proposed scope of services, schedule of performance and compensation amount, in accordance with the provisions of this Agreement. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to the Project Manager within the time specified by the Project Manager, and upon acceptance by CITY, the signed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth for Additional Services in Section 5 of this Agreement. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and CITY may elect to, but is not required to, authorize Additional Services work up to the maximum compensation amount set forth for such services in Section 5. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. 2. EXHIBITS. The following exhibits are hereby attached to and made a part of this Agreement: Exhibit “A” - Scope of Services Exhibit “A-1” – General Services Task Order (Optional Additional Services) Exhibit “B” - Schedule of Performance Exhibit “C” – Compensation and Schedule of Fees Exhibit “D” - Insurance Requirements “E” - Performance and/or Payment Bond DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3.TERM. The term of this Agreement is from October 8, 2019 to October 7, 2024 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4.SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5.COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Hundred Seventy-Two Thousand Two Hundred Eighty-Two dollars ($472,282). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Twenty-Two Thousand Four Hundred Ninety dollars ($22,490) for Additional Services (as defined below). CONTRACTOR shall provide Additional Services only by CITY-approved Task Order as detailed in Section 1 (“Services”) of this Agreement. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. “Additional Services” shall mean 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 described at Exhibit “A”. Additional Services may only be added as provided for in Section 1 (“Services”) of this Agreement. 6.COMPENSATION DURING ADDITIONAL TERMS. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7.CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix __, attached hereto and incorporated herein. OR This project is not a 9204 Public Works Project. 8.INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is:Mike Wong, Dept.: Public Works, Telephone: (650) 496-6989, email: Michael.Wong@CityofPaloAlto.org. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 Insurance must be provided by companies with a Best’s Key Rating of A-:VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10- day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO UNIVERSAL SEMICONDUCTOR, INC. dba UNIVERSAL SECURITY COMPANY Officer 1 ______________________________ By________________________________________ City Manager or Designee (Required on contracts $85,000 and over) Name _____________________________________ Title_______________________________________ Approved as to form: Officer 2 By________________________________________ ___________________________ Name _____________________________________ City Attorney or Designee Title _____________________________________ DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 CFO George Yan President Tim Gorsulowsky City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall supply all labor, materials, equipment and incidentals necessary to provide unarmed security guard services at the Municipal Service Center (MSC) facility at the City of Palo Alto. The general performance criteria shall include but not be limited to provide unarmed security guard services to: •Control vehicle and pedestrian access to the MSC during the business hours specified below. •Perform inspections, detection, and investigation of all security-related incidents,violations of City regulations and City employee safety, and report to appropriate authorities and the CITY’s Project Manager. •Prepare and submit via email daily activity reports on an approved MS Word documentor an Excel spreadsheet by CITY’s Project Manager. •Respond promptly and appropriately to all security-related emergencies. •On a quarterly basis, CONTRACTOR shall send CITY a proposed schedule of the guards on duty, which will include the name of each security personnel, working hours, and emergency contact number for each employee. CITY understands that the staffing schedule submitted may be subject to change. •Patrol the entire facility to provide a visible presence to discourage vandalism or unauthorized entry throughout the day. •Notify the appropriate law enforcement agency and project manager of any unlawful activity. •All non-City vehicles will be stopped at the gate before entry. Delivery vehicles are prohibited from entering the MSC after 3:00 p.m. except for tow trucks with a city vehicle on it. •Valid ID (Driver’s license/City ID badge) is required on all entries from both City employees and non-City employees who are not driving City marked vehicles (walk-ins from parking lots are excluded for City employees as these are card key locked gates). Sign in and sign out records are required for all visitors. Security officer shall be logging visitor’s name, driver license number, company name, date, and time. •Issue guest passes and parking permits to all visitors. The guards must retrieve the guest passes and parking permits when visitors exit. •All visitors will park in visitor parking spaces outside the MSC (and in the visitor spaces inside the MSC when the outside visitor lot is full) unless they are providing a demonstration of equipment or delivery / pickup that requires off-loading or loading of heavy items. Also, commercial deliveries (with routine deliveries) will not be treated as visitors, and will be allowed to deliver to the stores warehouse located inside the MSC. It DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 is the responsibility of the second guard to monitor these deliveries to verify the drivers stay near the loading dock area. •Shipping and receiving hours are 7 am to 3 pm Monday through Friday excluding Holidays. No deliveries will be admitted outside these hours. •CITY has an approved vendor list of regular deliveries that will enter MSC without having to stop. This list will be provided to the Security Officer by the City’s Project Manager with a bi-annual update. •All visitors must have an appointment with staff on site. CITY Staff will send an email to inform the security guards of their visitors with two contacts to call when visitor is onsite. No one will be allowed on-site without authorization from an authorizing MSC employee. If no City employee is onsite to accept the visitor, the visitor will not be allowed on the premises. •CITY Employees are not allowed to park their personal vehicles inside the yard unless they are issued a parking permit by the Assistant Director of Public Services. •All non-city vehicles will be checked visually prior to exiting the MSC. This will not include checking secured vehicle areas such as trunks, but a brief visual inspection of the interior of the vehicle. •Check ID (Valid Driver’s License) and keep copious written record (who they are visiting, date, & time) of visitors who enters the premises during normal working hours for daily reporting. •All security officers must be prompt and on time wearing a security uniform with a name badge. High visibility apparel is recommended due to the requirement of working in vehicle traffic situations. Reports: CONTRACTOR shall complete and submit via email a Daily Report form to the CITY’s Project Manager upon completion of the daily. Daily report shall be submitted as MS Word or Excel via email. In the event of an unusual occurrence, the CONTRACTOR shall submit an Incident Report to the CITY’s Project Manager. Immediate threats must be reported immediately and in person or by phone to the CITY’s Project Manager or Assistant Director Public Works for Public Services, or the Facilities Dept Helpdesk (in that order). Non-urgent issues must be reported by next business day via email to the CITY’s Project Manager. CONTRACTOR shall issue parking tickets for parking violations such as illegal parking, not parking within designated lines, not displaying parking permit, etc. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 CONTRACTOR may use their own forms, subject to prior approval from the CITY’s Project Manager. All reports should be submitted via email. Any and all reports prepared during the term of this CONTRACT shall become the property of the CITY. Personnel: Security officers assigned to perform work under this AGREEMENT shall wear uniforms at all times. These uniforms must clearly identify the name of the security CONTRACTOR and the name of the individual security guard, in conformance with the California State Requirements. This identification may be accomplished through the use of shoulder patches, silk screening or stitched company emblems, insignias or logos. Security officer shall come equipped with proper clothing and footwear suited for outdoor conditions. All uniform (collar shirts and pants) shall be cleaned and pressed regularly. All collar shirts shall be tucked in neatly while on shift with dark color slacks and shoes. All uniforms shall be approved by the CITY’s Project Manager prior to wearing them onsite. Security officers assigned to perform work under this AGREEMENT shall: •Be able to communicate effectively in both written and oral English. •Possess a valid California Driver’s License or Identification. •Be a legal resident of the United States of America. •Have successfully completed the educational requirements and successfully passed the examinations required by the State of California, Department of Consumer Affairs. •Be capable of performing the assigned tasks. •Passed background check and have no criminal record. •Must ensure that at least one person every day has a working knowledge of the MSC. •Possess a current security guard card. Code of Conduct •Staff shall always stand and greet every vehicle (even CITY marked vehicles) as it arrives to make their presence known to arriving visitors. •Communications should be firm but polite with all visitors and staff •Violators of the security Standard Operating Procedure shall be identified to the Project Manager immediately •No security staff is allowed on the premises outside of the assigned hours of this AGREEMENT unless authorized by the CITY’s Project Manager. •The City Guard shack will be properly maintained at all times. •Computer and phone issued by the CITY shall be keep in good condition. •Security staff shall only park in assigned parking spaces. •Security staff are not allowed to have visitors while on duty. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 Equipment: CONTRACTOR shall furnish all equipment necessary to perform the work as described herein. All equipment shall be kept in good condition. Required equipment shall include but not be limited to: •Flashlights and two-way radios/smart phones. •Appropriate winter and summer wear for staff meeting guidelines in the “Personnel” section above. Wages: CONTRACTOR must follow the federal, state, and local minimum wage law each year of the contract. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 EXHIBIT “A-1” GENERAL SERVICES TASK ORDER Contractor shall perform the services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. The Contractor shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. CONTRACT ISSUE DATE OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONTRACTOR NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: ▪SERVICES TO BE PROVIDED ▪SCHEDULE OF PERFORMANCE ▪COMPENSATION AMOUNT AND RATE SCHEDULE (AS APPLICABLE) ▪DELIVERABLES ▪REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): ________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:_______________________________ Name _____________________________ Title_______________________________ Date ______________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Contractor. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE Required Duties: CITY requires two unarmed security officers for the Municipal Service Center with operation hours from 6 am to 5 pm, Monday through Friday, excluding holidays. The morning shift shall be from 6:00 am to 2:30 pm and the later (mid-morning) shift shall be from 8:30 am to 5:00 pm. A security sweep and inspection of the entire MSC facility shall occur between 6:00 am – 6:30 am and 4:30 pm to 5:00 pm, including perimeter fence lines, building exterior doors, storage containers, employee parking lots, and all vehicle and pedestrian gates. A security officer shall be on post at the main entrance gate from 6:30 am to 4:30 pm at all time. The different time shifts will allow for coverage at the guard shack during lunch and regularly scheduled breaks, as well as restroom breaks. CITY will not pay for a lunch break for the security guards. If for any reason the security officers cannot meet the required schedule, CONTRACTOR shall notify the CITY’s designated Project Manager at least 24 hours in advance. Holidays There are 11 City holidays. DATE January 1 - New Years Day 3rd Monday in January - Martin Luther King Jr. 3rd Monday in February - Lincoln’s Birthday Last Monday in May – Memorial Day 4th of July 1st Monday of September - Labor Day 2nd Monday of October – Columbus Day November 11 - Veteran’s Day Thanksgiving Day (2) December 25 - Christmas Day DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 EXHIBIT C COMPENSATION AND SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. A. Maximum Compensation The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided for hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. As stated in Section 5 of the Agreement, CITY shall pay CONTRACTOR a maximum compensation amount not to exceed $472,282 which includes $449,792 for Basic Services and $22,490 for Additional Services over the term of the Agreement beginning October 8, 2019 and ending October 7, 2024. The maximum compensation amounts on an annual basis are as follows: Year 1: Basic Services $89,958.40 Additional Services $4,497.92 Year 2: Basic Services $89,958.40 Additional Services $4,497.92 Year 3: Basic Services $89,958.40 Additional Services $4,497.92 Year 4: Basic Services $89,958.40 Additional Services $4,497.92 Year 5: Basic Service $89,958.40 Additional Services $4,497.92 B. Monthly Invoicing Invoices to be submitted monthly via email to the CITY’s Project Manager and include vendor name, vendor address, vendor phone number, invoice number, invoice date, City Purchase Order number, dates of service for the month, number of hours being billed, unit price per guard, and total price. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 C. Additional Services Additional Work not defined in the Scope of Services (Basic Services), will be agreed upon by the CONTRACTOR and City at the hourly rates shown below in Hourly Rate Sheet. Year 1 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.00 $ 3.42 $ .98 $ 22.40 Security Officer Overtime $ 27.00 $ 4.60 $ 2.00 $ 33.60 Year 2 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.00 $ 3.42 $ .98 $ 22.40 Security Officer Overtime $ 27.00 $ 4.60 $ 2.00 $ 33.60 Year 3 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.50 $ 3.42 $ .48 $ 22.40 Security Officer Overtime $ 27.75 $ 4.80 $ 1.05 $ 33.60 Year 4 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.50 $ 3.42 $ .48 $ 22.40 Security Officer Overtime $ 27.75 $ 4.80 $ 1.05 $ 33.60 Year 5 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.50 $ 3.42 $ .48 $ 22.40 Security Officer Overtime $ 27.75 $ 4.80 $ 1.05 $ 33.60 DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 21 Rev. March 29, 2018 OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 EXHIBIT E BONDS [ATTACH BOND FORMS IF BONDS ARE REQUIRED] DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668