Loading...
HomeMy WebLinkAboutAgenda Report - July 20, 2016 C-09TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM C-9 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with U.S. Security Associates, Inc., of Oakland, for Security Services at the Lodi Transit Station and Lodi Transit Station Parking Structure ($800,000) MEETING DATE: July 20, 2016 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Professional Services Agreement with U.S. Security Associates, Inc., of Oakland, for security services at the Lodi Transit Station and Lodi Transit Station Parking Structure, in the amount of $800,000. BACKGROUND INFORMATION: On March 18, 2015, City Council authorized a Professional Services Agreement with Cypress Security, LLC, for a three-year term providing service through March 2018, with two optional one-year extensions. Due to continual nonperformance, the City terminated the Professional Services Agreement with Cypress Security, LLC and retained the previous security contractor, U. S. Security Associates, Inc., to provide temporary security services beginning June 1, 2016. On June 9, 2016, City staff received proposals from three contractors, National Security Industries and Services, Pac West Security Services, and U.S. Security Associates, Inc. The three proposals were reviewed and scored based upon company experience, training programs, proposed equipment, and cost. U.S. Security Associates, Inc. scored the highest and offered the lowest price. Additionally, staff was pleased with their services and professionalism during a previous Professional Services Agreement to provide security services for the City. The Lodi Transit Station is experiencing increased transient activity during the day when there is no security presence and recent feedback obtained from the public indicates the perception of safety, or lack thereof, is a primary reason to avoid using the Lodi Transit Station Parking Structure. To address these concerns and to encourage downtown visitors to use the structure, the proposed security service contract includes one security officer patrolling and monitoring both the Lodi Transit Station and Lodi Transit Station Parking Structure 24 hours per day, seven days per week, and an additional officer patrolling and monitoring the Lodi Transit Station lobby and surrounding area on the weekends (10 hours on Saturday and five hours on Sunday). This represents an increase from the previous Professional Services Agreement of 60 additional hours each week where security services will be present. Security services will now also include a golf cart with a light bar and security markings to enhance security presence and reduce response time. Security officers will also assist transit dispatch staff with closing the lobby and restrooms at the end of the day. The estimated cost for the initial three-year term of the agreement, including two, one-year extensions, is approximately $160,000 per year, for a total not to exceed amount of $800,000 over the entire five-year term, if all extensions are executed. The estimate does account for anticipated minimum wage increases. APPROVED: Step en Schwabau - , City Manager K:\WP\PROJECTS\TRANSIT\Security\2016\CC PSA Security Services.doc 7/7/16 Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with U.S Security Associates, Inc., of Oakland, for Security Services at the Lodi Transit Station and Lodi Transit Station Parking Structure ($800,000) July 20, 2016 Page 2 Staff recommends Council authorize City Manager to execute a Professional Services Agreement with U. S. Security Associates, Inc., of Oakland, for security services at the Lodi Transit Station and Lodi Transit Station Parking Structure, in the amount of $800,000, and authorize Public Works Director to execute up to two, one-year extensions. FISCAL IMPACT: Funds for the security services are budgeted in the Transit Operations budget. FUNDING AVAILABLE: Public Works Transit Operating Fund (60054105.72499) Jordan Ayers Y Deputy City Manager/Internal Services Director • Charles E. Swimley, Jr. Public Works Director Prepared by Paula Fernandez, Transportation Manager/ Senior Traffic Engineer CES/PJF/tdb Attachment cc: US Security Associates K:\WP\PROJECTS\TRANSIT\Security\2016\CC PSA Security Services.doc 7/7/16 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on 2016, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and U. S. Security Associates, Inc. (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for security services for Lodi Transit Station and Lodi Transit Station Parking Structure (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on August 1, 2016 and terminates upon the completion of the Scope of Services or on July 31, 2019, whichever occurs first. Section 2.7 Option to Extend Term of Agreement At its option, City may extend the terms of this Agreement for an additional two (2) one (1)-year extensions; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City 2 exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed five (5) years. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and 3 inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. 4 Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Paula Fernandez To CONTRACTOR: U. S. Security Associates, Inc. 408 Roland Way, Suite 104 Oakland, CA 94621 Attn: Michael Magpusao Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. 5 Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's 6 fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ® If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: CITY OF LODI, a municipal corporation JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: U. S. SECURITY ASSOCIATES, INC. JANICE D. MAGDICH, City Attorney By: By Name: MICHAEL MAGPUSAO Title: Business Development Manager Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: 60054105.72499 (Business Unit & Account No.) Doc ID:K:\WP\PROJECTS\PSA's\2016\US Security PSA.doc CA:Rev.01.2015 8 Exhibit A Scope of Services CITY has provided demand response transit services to the Lodi community since 1978. In 1994, the CITY established fixed -route service as part of the transit operations. The CITY is an urbanized area located in the San Joaquin Valley in the central portion of the State of California. An estimated population of 68,000 resides within the CITY limits. The primary industries are agriculture, food processing, and some light industry and services. CITY provides public transit services within its boundaries and limited adjacent areas in northern San Joaquin County. The GRAPELINE, a fixed route transit service, operates within the CITY limits. The demand response and ADA paratransit (Dial -A -Ride/ VineLine) service area consists of the CITY limits, plus various unincorporated areas. The total annual passenger ridership for the fixed route, demand response, and ADA paratransit services is approximately 250,000 passengers. The total service area is approximately 19 square miles. The Lodi Transit Station was opened in October 1999. The Lodi Transit Station Parking Structure was constructed in 2002. In 2013, a network -based video surveillance and assessment system was installed at the Lodi Transit Station and Transit Station Parking Structure. A security monitoring room is located at the Lodi Transit Station clock tower. There are 35 internet protocol (IP) type fixed -position and pan/tilt/zoom cameras. The Lodi Transit Station has cameras inside and outside the station buildings, monitoring the fare collection activity and buses parked overnight in a non -secured area. Security cameras provided by AmTrak and located at the Lodi Transit Station are viewed by the transit operations' staff and not included in this security service contract. At the parking structure, the cameras are located and monitored on each floor, access points, and elevator activities. CITY's security services are funded through a combination of fare revenues, Transportation Development Act (sales tax), Federal Transit Administration (FTA) 5307 funds, and miscellaneous grants. The scope of services as set forth in this Request for Proposals (RFP) released on May 11, 2016 including Addendum 1, represent an outline of the services which the CITY anticipates the successful proposer to perform, and is presented for the primary purpose of allowing the CITY to compare proposals. The precise scope of services in the Security Services Agreement shall be negotiated between the CITY and the successful proposer. As a minimum, the following security services are anticipated to be needed, but not limited to: A. Scope of Services for Lodi Transit Station and Lodi Transit Station Parking Structure 1. Security services at the Lodi Transit Station and Lodi Transit Station Parking Structure are as follows: On weekdays and weekends for 24 hours a day, one security officer is on duty. A secondary security officer is on duty at the Lodi Transit Station lobby on Saturday for 10 hours a day from 12 noon to 10 PM and on Sunday for five hours a day from 12 noon to 5 PM. The security officers are expected to remain onsite during lunch or be relieved by another security officer during his or her lunch. At a minimum, the primary security officer will perform security sweeps on an hourly basis. In addition, the primary security officer will monitor the cameras at a minimum of 20 minutes per hour. The security officer shall walk, bike or use a motorized cart in the supervision of the two sites. The sites consist of the parking lots and the perimeters of Lodi Transit Station and Lodi Transit Station Parking Structure. The security officer shall also monitor persons and their behavior to ensure a safe environment. The service provider shall be responsible to provide the motorized cart (electric or propane only) and ensure proper maintenance, storage and fueling of vehicle should a cart be used. Key and clock or magnetic card technology system must be provided in order to verify the hourly sweeps. The City shall receive daily verification of hourly sweeps and written Daily Activity Reports. 2. Security officers, as required by the CITY, are to act in the best interests of the CITY to protect its patrons, contract employees, facilities, vehicles and guests. The security officers shall be present to monitor persons and activities in and around the facilities to ensure a safe environment for all individuals. The officer will be required to act on behalf of the City of Lodi in an efficient, courteous, and professional manner at all times, to monitor and notify Lodi Police of improper or destructive behavior, and to insist that appropriate behavior prevail. 3. The officer will be required to perform security sweeps of the parking Tots and perimeters of the Lodi Transit Station and the Lodi Transit Station Parking Structure. In addition to the security sweeps, the officers will be required to view and monitor security cameras provided at the Lodi Transit Station Parking Structure Security Office through a network -based video surveillance and assessment system. At the conclusion of their shift, the officer going off duty shall ensure the buildings are secure, properly alarmed and provide a list of City vehicles on the premises to the transit dispatcher. The officer will scan daily activity reports to the Transportation Manager and/or transit representative. 4. Officers shall make available, at any time while on duty, their officer cards. Officers shall be expected to present cards to members of the Lodi Police Department or designated City of Lodi employees on demand. Failure to produce a valid security officer card shall be grounds for termination of the contract. 5. All officers must be neat, clean and properly uniformed and have a clear command of the English language (able to read, write, and speak). Uniforms shall not be similar to those of the Lodi Police Department. All shirts shall be tucked in. Head covers, if worn, shall be a part of the uniform. 6. All officers must be equipped with radios or phones capable of communicating with other officers and their dispatch site. In addition to the radios, officers Exhibit A PSA Scope of Services doc must have a cellular phone for communication with Lodi Police or other departments/individuals. 7. Security officers shall arrive at Lodi Transit Station and Lodi Transit Station Parking Structure at scheduled time, properly uniformed, with all necessary equipment to perform job satisfactorily. Additionally, officers shall refrain from socializing with any one group for any period of time unless necessitated as part of their patrol duties. Officers shall refrain from onsite visitors at all times while on duty. B. Required Qualifications: 1. Firm must have a minimum of five (5) years experience. 2. All security officers assigned to Lodi Transit Station and the Lodi Transit Station Parking Structure must be bonded and employed by a company holding a valid California Private Patrol Operator license that provides 24-hour dispatch. Additionally, all officers shall be licensed and carry their officer cards with them whenever on premises. At the request of Lodi Police, officers shall immediately present the officer cards for viewing. 3. All security officers must be equipped with radios or phones capable of communicating with other officers who are elsewhere on the site, if applicable, and their dispatch center. 4. Lethal weapons shall be prohibited. Officers carrying batons or chemical agents must have a valid certification from the State of California. 5. The security company must have a good working relationship with local law enforcement agencies. 6. Proposed services to utilize Federal Transit Administration funding. Submittal of a proposal acknowledges Proposer's receipt and understanding of the requirements for Federal contracting provided in the RFP appendix. Scope of Services includes US Security Associates Proposal to Provide Security Services submitted to City of Lodi dated June 9. 2016. Exhibit A PSA Scope of Services doc Exhibit B Exhibit B Fee Proposal Form Enter below the proposed price for Security Services as described in the Scope of Work, Exhibit A. Pricing shall be provided in a "rate per hour" form and must be all inclusive. (Including but not limited to — profit, taxes, benefits, transportation, fees, surcharges, and training/certifications and uniforms.) Holidays: There are 72 annual holiday hours [Six (12 hour/day) holidays] New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas Mon — Fri Sat Sun Holidays (6) Year One $15.46 $15.46 $15.46 $23.19 Year Two $15.92 $15.92 $15.92 $23.88 Year Three $16.40 $16.40 $16.40 $24.60 Option Year 1 $16.82 $16.82 $16.82 $25.23 Option Year 2 $17.32 $17.32 $17.32 $25.98 Above cost includes tour positive system. TNOT TO EXCEED $800,000 Additional Cost of Services: Electric Golf Cart at $300 per month (includes light bar and security contractor's logo on golf cart). Name: Address: Telephone: Contractor Signature Signer's Name and Title Michael Magpusao. Business Development Manager Date Signed 6/21/2016 US Security Associates 480 Roland Way STE 104 510-775-3457 Exhibit C Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: 1 COMPREHENSIVE GENERAL LIABILITY $3,000,000 Each Occurrence $6,000,000 General Aggregate 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form. All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor; whichever is greater. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. An additional named insured endorsement is also required for Auto Liability. (b) Primary and Non -Contributory Insurance Endorsement Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 04 13. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the proiect that it is insuring. (c) Waiver of Subrogation Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability. (d) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. Page 1 l of 2 pages Risk: rev.03.2016 Insurance Requirements for Contractor (continued) (f) (g) Severabilitv of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (h) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. (i) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the names) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1s) day of the month following the City's notice. Notwithstanding and other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (j) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Workers Compensation Insurance The Contractor shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. A waiver of subrogation is required for workers compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. Page 21 of 2 pages R� s� Risk: rev.03.2016 Exhibit D Federal Transit Funding Conditions Federal Clauses 1. Fly America Requirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub -recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the FIy America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the FIy America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Bidder must complete and execute the form entitled "FIy America Certificate," Appendix A. 2. Reserved for Buy America 3. Reserved for Charter Bus Requirements and School Bus Requirements 4. Reserved for Cargo Preference - Use of United States- Flag Vessels 5. Reserved for Seismic Safety 6. Energy Conservation CONTRACTOR agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.. 7. Clean Water The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. Reserved for Bus Testing 9. Reserved for Pre -Award and Post -Delivery Audit Requirements 10. Lobbying Restrictions The CONTRACTOR agrees to: Refrain from using Federal assistance funds to pay the costs of influencing any officer or employee of a Federal agency, Member of Congress, officer of Congress or employee of a member of Congress, with obtaining any Federal contract, grant, or any other award covered by 31 U.S.0 § 1352. II. Comply with applicable Federal laws and regulations prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature with respect to legislation or appropriations, except through proper, official channels. III. Comply, and assure the compliance of each third party CONTRACTOR at any tier and each SUBCONTRACTOR at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. IV. In addition, the Bidder shall complete Standard Form SF -LLL, "Disclosure of Lobbying Activities," Exhibit 12-E of Section 3, including instructions of completion. 11. Access to Records The following access to records requirements apply to this Contract: Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, U. S. Secretary of Transportation, the Comptroller General of the United States or any of their authorized representatives access to all third party contract records as required by 49 U.S.C. § 5325(g). Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. II. Where the Purchaser is a State and is the FTA Recipient or a sub- grantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. III. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non- profit organization and is the FTA Recipient or a sub -grantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. IV. Where any Purchaser which is the FTA Recipient or a sub -grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. V. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. VI. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, K:\WP\PROJECTS\TRANSIT\Security12016\Federal Clauses.doc appeals, claims or exceptions related thereto. Reference 49 CFR 18.36(i)(11). VII. FTA does not require the inclusion of these requirements in subcontracts. 12. Federal Changes CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Department of Transportation, Federal Transit Administration, Master Agreement (FTA MA (22) dated October 1, 2015), between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. CONTRACTOR's failure to so comply shall constitute a material breach of this contract. 13. Reserved for Bonding Requirements (Construction) 14. Clean Air The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. II. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. Reserved for Recycled Products 16. Reserved for Davis -Bacon and Copeland Anti -Kickback Acts 17. Reserved for Contract Work Hours and Safety Standards Act 18. [Reserved] 19. No Government Obligation to Third Parties I. CITY OF LODI and CONTRACTOR acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to CITY OF LODI, CONTRACTOR, or any other party (whether or not a party to that K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc contract) pertaining to any matter resulting from the underlying contract. II. The CONTRACTOR agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the SUBCONTRACTOR who will be subject to its provisions. 20. Program Fraud and False or Fraudulent Statements or Related Acts. The CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the CONTRACTOR further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government deems appropriate. II. The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the CONTRACTOR, to the extent the Federal Government deems appropriate. III. The CONTRACTOR agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the SUBCONTRACTOR who will be subject to the provisions. 21. Termination Upon written notice, CONTRACTOR agrees that the Federal Government may suspend or terminate all or part of the Federal financial assistance provided K:\WPIPROJECTS\TRANSIT\Security12016\Federal Clauses.doc herein if CONTRACTOR has violated the terms of the Grant Agreement or Cooperative Agreement, or if the Federal Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of Federal financial assistance for the Project. Any failure to make reasonable progress on the Project or other violation of the Grant Agreement or Cooperative Agreement that endangers substantial performance of the Project shall provide sufficient grounds for the Federal Government to terminate the Grant Agreement or Cooperative Agreement. Termination of any Federal financial assistance for the Project will not invalidate obligations properly incurred by CONTRACTOR before the termination date, to the extent those obligations cannot be canceled. If, however, the Federal Government determines that CONTRACTOR has willfully misused Federal assistance funds by failing to make adequate progress, failing to make reasonable and appropriate use of the Project real property, facilities, or equipment, or has failed to comply with the terms of the Grant Agreement or Cooperative Agreement, the Federal Government reserves the right to require CONTRACTOR to refund the entire amount of Federal funds provided for the Project or any lesser amount as the Federal Government may determine. Expiration of any Project time period established for the Project does not, by itself, constitute an expiration or termination of the Grant Agreement or Cooperative Agreement I. Termination for Convenience: CITY OF LODI may terminate this contract, in whole or in part, at any time by written notice to the CONTRACTOR. The CONTRACTOR shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to CITY OF LODI to be paid the CONTRACTOR. If the CONTRACTOR has any property in its possession belonging to CITY OF LODI, the CONTRACTOR will account for the same, and dispose of it in the manner CITY OF LODI directs. II. Termination for Default: If the CONTRACTOR does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the CONTRACTOR fails to perform in the manner called for in the contract, or if the CONTRACTOR fails to comply with any other provisions of the contract, CITY OF LODI may terminate this contract for default. Termination shall be effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default. The CONTRACTOR will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by CITY OF LODI that the CONTRACTOR had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or beyond the control of the CONTRACTOR, CITY OF LODI, after setting up a new delivery of K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc performance schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. III. Termination for Cost -Type Contracts: CITY OF LODI may terminate this contract, or any portion of it, by serving a notice of termination on the CONTRACTOR. The notice shall state whether the termination is for convenience of CITY OF LODI or is for the default of the CONTRACTOR. If the termination is for default, the notice shall state the manner in which the CONTRACTOR has failed to perform the requirements of the contract. The CONTRACTOR shall account for any property in its possession paid for from funds received from CITY OF LODI, or property supplied to the CONTRACTOR by CITY OF LODI. If the termination is for default, CITY OF LODI may fix the fee, if the contract provides for a fee, to be paid the CONTRACTOR in proportion to the value, if any, of the work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to CITY OF LODI and the parties shall negotiate the termination settlement to be paid the CONTRACTOR. 22. Government -wide Debarment and Suspension (Non -procurement) The CONTRACTOR agrees to comply, and assures the compliance of each third party CONTRACTOR and SUBCONTRACTOR at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Government wide Debarment and Suspension (Non - procurement)," within 49 C.F.R. Part 29. 23. Reserved for Privacy Act 24. Civil Rights The following requirements apply to the underlying contract: I. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the CONTRACTOR agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. II. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: K:\WP\PROJECTS\TRANSIT1Security\2016\Federal Clauses.doc assistance provided by FTA, modified only if necessary to identify the affected parties. 25. Breaches and Disputes a) Disputes Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of CITY OF LODI. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the CONTRACTOR mails or otherwise furnishes a written appeal to CITY OF LODI. In connection with any such appeal, the CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of CITY OF LODI shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide be the decision. b) Performance During Dispute Unless otherwise directed by CITY OF LODI, CONTRACTOR shall continue performance under this Contract while matters in dispute are being resolved. c) Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. d) Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between CITY OF LODI and the CONTRACTOR arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of California. e) Rights and Remedies The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by CITY OF LODI , Architect or CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc failure to act constitute an approval of or acquiescence in any breach there under, except as may be specifically agreed in writing. 26. Reserved for Patent and Rights in Data. 27. Reserved for Transit Employee Protective Arrangements. 28. Disadvantaged Business Enterprise (DBE) This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. For Federal Fiscal Year 2014/15 through 2016/17, the overall DBE goal for City of Lodi FTA assisted contracts is 2.75%. However, there is not a contract goal for this project. Contract Assurance The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as CITY OF LODI deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). Small Business Enterprise (SBE): The City of Lodi has adopted a policy to strongly encourage Small Business Enterprise (SBE) participation in Federal Transit Administration (FTA) -funded contracts of estimated cost greater than $200,000. Bidder's attention is directed to the following provisions relating to this policy: a. Bidders are to complete the "Bidder Small Business Enterprise (SBE) Information Form & Checklist". With respect to application of the SBE Program, bidders' attention is directed to the following: 1. Bidders will be required to complete a "SBE Information Form" to be submitted with bids in excess of $200,000, which indicates the bidder's effort to employ SBEs. In the event that two or more bids are the same and the lowest, the City shall award the contract in accordance with K:1WP\PROJECTS\TRANSIT\Security12016\Federal Clauses.doc the best intended effort of the bidder to employ SBEs as indicated on the "Bidder SBE Information Form". a. Contracts estimated by the City to be less than $200,000 do not have a SBE requirement. b. Contacts estimated by the City to cost $200,000 or more require the successful bidder to demonstrate their attempts to employ SBEs. A. Definition of Small Business Enterprise To participate as an eligible small business in projects administered by the City of Lodi, a firm must meet both of the following requirements: a. A firm (including affiliates) must be an existing small business as defined by Small Business Administration (SBA) regulations, 13 CFR Part 121, for the appropriate type(s) of work that a firm performs. The firm must hold one of the acceptable certifications listed in Section B below. b. Even if a firm meets the above requirement, the firm's (including affiliates') average annual gross receipts over the previous three years cannot exceed a maximum cap of $22.41 million (or as adjusted for inflation by the Secretary of U.S. DOT). SBA size standards vary by industry, and for certain industries may be higher than the $22.41 million cap. For example, the SBA standard for a general construction contractor is $33.5 million. If a general construction contractor's average annual gross receipts over the previous three years is $25 million, while it is below $33.5 million and meets the SBA size standard, it would be ineligible to participate as a small business for the City of Lodi's purposes as it exceeds $22.41 million. For information on SBA size standards, visit: http://www.sba.govicontentitable-small-business-size.sarldardS. Affiliates are defined in SBA regulations 13 CFR Part 121.103. B. Acceptable Comparable Small Business Enterprise Certifications The City of Lodi will accept the small business enterprise certifications performed by other agencies, provided that the size standards described in Section Ala and Alb above are met. If a firm is certified in one or more of the following programs, and meets City of Lodi size standards, the firm is automatically deemed a small business for City of Lodi purposes. The term "SBE" will be used collectively for qualified K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc SBEs, WBEs, MBEs and other approved certifications. As indicated below, the City of Lodi may require an affidavit of size for each SBE prime contractor or subcontractor. Certifications from self -certification programs are not acceptable. City of Lodi may request and review financial data provided by SBE firms on a case-by-case basis to confirm eligibility. Firms must be certified as of the time of bid submittal. 1. Disadvantaged Business Enterprise (DBE) certification pursuant to U.S. Department of Transportation regulations, 49 CFR Part 26. This includes DBE certifications performed by the California Unified Certification Program (CUCP) or by the Unified Certification Program of any other state. 2. State Minority Business Enterprise (SMBE) and State Woman Business Enterprise (SWBE) certification by the State of California or by any other state provided that their certification complies with Section Al a or Al b above. In addition to copies of SMBE/SWBE certifications, bidders certified out-of-state must submit an affidavit of size for each SMBE/SWBE prime contractor or subcontractor at the time of bid submittal. 3. Small Business (SB) certification by the California Department of General Services (DGS) provided that their certification complies with Section Al a and Al b above. In addition to copies of SB certifications, bidders must submit an affidavit of size for each SB prime contractor or subcontractor at the time of bid submittal. 4. Microbusiness (MB) certification by the California Department of General Services for ALL industries. 5. SBA 8(a) by the Small Business Administration provided that their certification complies with Section Ala and Alb above. In addition to copies of SBA 8(a) certifications, bidders must submit an affidavit of size for each SBA 8(a) prime contractor or SBA 8(a) subcontractor at the time of bid submittal. 6. SBE/MBE/WBE certification from other state, county, or local government -certifying agency provided that their certification complies with Section Ala and Alb above. In addition to copies of certifications, bidders must submit an affidavit of size for each certified prime contractor or subcontractor at the time of bid submittal. K:\WP\PROJECTS\TRANSIT\Security\2016\Federal Clauses.doc 29. Prompt Payment Prompt Progress Payment to Subcontractors Attention is directed to the provisions in Federal Regulations (49 CFR 26.29) concerning payment to subcontractors. The contractor shall make prompt and regular incremental acceptances of portions, as determined by the CITY OF LODI, of the contract work and shall pay retainage to the prime contractor based on these acceptances. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime contractor receives from the CITY OF LODI. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City of Lodi. This clause applies to both DBE and non -DBE subcontracts. Prompt Payment of Withheld Funds to Subcontractors The prime contractor agrees to return retainage payments to each subcontractor within thirty (30) days after the subcontractor's work is satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the CITY OF LODI. Federal Regulation (49 CFR 26.29) requires that any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the CITY OF LODI. This clause applies to both DBE and non -DBE subcontracts. Monitoring and Enforcement Violation of the City of Lodi's prompt payment and retainage provisions shall subject the violating prime contractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the contractor or subcontractor in the event of: a dispute involving late payment or nonpayment by the contractor; deficient subcontractor performance; and/or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors. 30. Incorporation of FTA Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA -mandated K:\WP\PROJECTS\TRANSIT\Security\20161Federal Clauses.doc terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any CITY OF LODI request, which would cause CITY OF LODI to be in violation of the FTA terms and conditions. 31. Reserved for Drug and Alcohol Testing 32. Access for Individuals with Disabilities The contractor agrees to comply with 49 U.S.0 5301 (d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The contractor also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of programs or activities receiving Federal financial assistance; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; and with other laws and amendments thereto pertaining to access for individuals with disabilities that may be applicable. In addition, the contractor agrees to comply with applicable implementing Federal regulations, and any later amendments thereto, and agrees to follow applicable Federal implementing directives, except to the extent FTA approves otherwise in writing. Among those regulations and directives are: (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; (3) Join U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38; (4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. K:\WP\PROJECTS\TRANSIT\Security120161Federal Clauses.doc Part 36; (6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19; (7) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; (8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; (9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; (10) FTA regulations, "Transportation for Elderly and Handicapped Person," 49 C.F.R. Part 609; and (11) Federal civil rights and nondiscrimination directives implementing the foregoing Federal laws and regulations, except to the extent the Federal Government determines otherwise in writing. K:1WP\PROJECTSITRANSIT\Security120161Federal Clauses.doc RESOLUTION NO. 2016-142 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH U.S. SECURITY ASSOCIATES, INC., OF OAKLAND, FOR SECURITY SERVICES AT THE LODI TRANSIT STATION AND LODI TRANSIT STATION PARKING STRUCTURE WHEREAS, on March 18, 2015, City Council authorized a Professional Services Agreement with Cypress Security, LLC, for a three-year term providing service through March 2018, with two optional one-year extensions; and WHEREAS, due to continual nonperformance, the City terminated the Professional Services Agreement with Cypress Security, LLC, and retained the previous security contractor, U. S. Security Associates, Inc., to provide temporary security services beginning June 1, 2016; and WHEREAS, on June 9, 2016, City staff received proposals from three contractors, National Security Industries and Services, Pac West Security Services, and U.S. Security Associates, Inc., that were reviewed and scored based upon company experience, training programs, proposed equipment, and cost, with U.S. Security Associates, Inc., scoring the highest and offering the lowest price; and WHEREAS, the proposed security service contract includes one security officer patrolling and monitoring both the Lodi Transit Station and Lodi Transit Station Parking Structure 24 hours per day, seven days per week, and an additional officer patrolling and monitoring the Lodi Transit Station lobby and surrounding area on the weekends (10 hours on Saturday and five hours on Sunday); and WHEREAS, staff recommends authorizing the City Manager to execute a Professional Services Agreement with U. S. Security Associates, Inc., for security services at the Lodi Transit Station and Lodi Transit Station Parking Garage, in an amount not to exceed $160,000 per year or $800,000 over a five-year term; and WHEREAS, staff also recommends authorizing the Public Works Director to execute up to two one-year extensions, if mutually agreed upon by both parties and advantageous to the City, at the end of the initial three-year term. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement with U.S. Security Associates, Inc., of Oakland, California, for security services at the Lodi Transit Station and Lodi Transit Station Parking Structure, in an amount not to exceed $160,000 per year, or $800,000 over a five-year term; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the Public Works Director to execute up to two one-year extensions, if mutually agreed upon by both parties and advantageous to the City. Dated: July 20, 2016 I hereby certify that Resolution No. 2016-142 was passed and adopted by the City Council of the City of Lodi in a regular meeting held July 20, 2016 by the following vote: AYES: COUNCIL MEMBERS — Johnson, Kuehne, Mounce, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Nakanishi ABSTAIN: COUNCIL MEMBERS — None cm, d&ko,AA .INIFER i II FERRAIOLO City Clerk 2016-142