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Home My WebLink About04- Rocky Mountain Security Service Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT TILlS IS AN AGREEMENT made as of the Itb. day of .S-e.p.tember , 2004, between Rocky Mountain Security Service, Inc., A Professional Security finn, (Rocky Mountain) and THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, (City) Whereas, the work and serviees descrihed in this Agreement are essential to the safety, health and well-heing of the citizens of the City of Bozeman, Whereas, the City is required to maintain a custodial presence with respect to individuals who have heen placed in emergency detention [or possible mental health commitment proceedings, Whereas, the City cannot adequately respond to other law enforcement calls when officers are engaged in such a custodial posture, Whereas, Rocky Mountain represents that it is willing and qualified to perform the professional services described in this Agreement. Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties agree as follows: 1. Performance/Responsihili ties Rocky Mountain's services shall consist of providing security guard services on an as- needed hasis for Protective Custody holds of the Bozeman Police Department while those holds are heing, or are waiting to be, monitored or evaluated by a "Professional person" or "Mental health professional" as defined in 953-21-102 MeA at Bozeman Deaconess Hospital, 915 Highland Boulevard, Bozeman, MT, or at another location as necessary, Additionally, Rocky Mountain's services may include providing security guard services on an as-needed hasis for additional or relief security for the Bozeman Police Department at the Law & Justice Center. The City shall request services by contacting Rocky Mountain, The City shall not be required to give more than thirty minutes advance notice of the need for services, I[ it is unahle to respond to a request [or service within thirty minutes of the call, Rocky Mountain shall immediately advise/notify the City, The reasons for the delay shall be stated at that time and an estimate of the response time shall be given, The City may then determine whether to cancel the request or await the arrival of Rocky Mountain, The City may still cancel the request prior to the arrival of Rocky Mountain, The Director of Public Safety shall designate a contact person who shall administer this Agreement on behalf of the City, Rocky Mountain shall designate a contact person who shall Pmje.\siDlwl Services Agreement aochy Moulltain SecullryClry l'! [,,'zmlrlll l' lofl administer this Agreement on behalf of Rocky Mountain. Rocky Mountain is ultimately responsible for all decisions related to its provision of services under this Agreement. Roeky Mountain shall provide all uniforms and other equipment necessary to perform the services of this Agreement. All employees performing the services under this Agreement shall recclve appropriate training and supervision from Rocky Mountain. While the City may advise Rocky Mountain in the event there appears to be any deficiency in the response, performance, or training of any personnel assigned to respond to a service call, the manner in which services are provided at any given time shall be within the discretion and direction of Rocky Mountain only. 2. Financial Arrangements Compensation for services shall be based upon the hourly rate 01'$19.00. For each service request, Rocky Mountain will be guaranteed a minimum of two hours of compensation heginning when the security officer(s) arrives and takes over monitoring/supervision of Protective Custody duties. Cancellation of a request by City prior to actual ani val does not entitle Rocky Mountain to the minimum fee. Rocky Mountain shall submit an invoice to the City every two weeks for all time actually worked under this Agreement according to the City's claims procedure. Invoiccs shall be paid pursuant to the City's policy. Rocky Mountain shall maintain a City Business License. In the event an employee or agent of Rocky Mountain is required to attend court hearings, or other proceedings as part of or in connection with the services provided, the City agrees to pay per diem and mileage according to the rates used by the City and in effect at the time. These amounts may not be billed to the City if the fees are covered and included in the witness fee paid and authorized hy the Court. The City will not pay overtime rates for any service under this Agreement. Rocky Mountain shall provide sufficient staff and appropriate scheduling to transition employees during the performance of any service so that overtimc ratcs arc not incuned. Holiday rates may be inCLIned for the following holidays: New Year's Day; President's Day; Easter; Memorial Day; Independence Day; Lahor Day; Veteran's Day; Thanksgiving Day; Christmas Day 3. Duration of Agreement/Termination This Agreement shall continue for a three year period unless sooner terminated in writing. The Agreement may be extended for a like period of time by either party upon notice, in writing, of the intent to so extend. Either party may terminate this Agreement for any reason upon thirty (30) days written notice to the other party at the address as stated helow. Profi:ssional SCrvilYS i\VCC//ICnt Rochl' MOllntain ,)ccw-ilylCily oj ROZflJWII p2ot') 4. Employment Rocky Mountain is an independent contractor and shall not be considered in any way to be acting as an agent or employee of the City. Rocky Mountain shall be responsible for paying or withholding wages, taxes, unemployment compensation contributions, license fees, benefits and all other expenses related to Rocky Mountain's employees. Rocky Mountain shall have the sole responsibility for determining the qualifications and employment terms o[its employees. The City may not interfere with the employment relationship. Rocky Mountain shall, prior to execution of this Agreement, provide to the City proof of insurance to meet the following standards: Type of Coverage Limits General Liability: .. Bodily Injury & Property Damage, $1,000,000 per incident Single and combined General Aggregate $2,000.000 Excess Liability coverage (umbrella) $1,000,000 each occunence AutOlnobile .. Bodily Injury covering all automohiles, $1 ,000,000 each person trucks, tractors, trai lers, or other $1,000,000 each occurrence automotive equipment whether owned or rented by Consultant or owned by employees of Consultant .. Property Damage covering all $ 100,000 each occurrence automobiles, trucks, tractors, trailers or other automotive equipment whether owned or rented by CONSUL'rANT or owned hy employees of Consultant; OR .. Bodily Injury & Property Damage, $1,000,000 each occurrence single and combined Insurance should not be a "claim's made" policy, hut needs to be an occurrence policy. In addition, Rocky Mountain shall provide proof of Worker's Compensation coverage in an amount acceptable to the City. The City shall be named an additional insured on all coverage. 5. Hold Harmless. Rocky Mountain agrees to release, defend, indemnify and hold hallnless the City of Bozeman, its officers, employees, agents and assigns from and against any and all actions, claims, liabilities, demands or assertions ofliability, causes of action, losses, costs and expenses including, but not limited to, reasonable attorney's fees, involving or relating to any harm, injury or damage, suffered or sustained by Rocky Mountain's employees, agents and representatives, or any third l'rofessiOlwl Srrvicc\ Agreemel1t Roelly MOlIllf.(ji./I Suuri/yICi1\. oj Fozeman /!.3of'5 party, which in any manner may arise or be alleged to have arisen, or resulted or alleged to have resulted from any acts or omissions of Rocky Mountain, its agents, employees or assigns during the performance of any part of this Agreement. 6. Notices All notices required under this Agreement shall be deemed properly served if delivered in writing, personally, or sent by certified or registered mail to the address given below. Unless and until changed by either party by notice in writing, notices shall be sent to: Director of Public Safety Stewart Cook City of Bozeman Rocky Mountain Security Service PO Box 1230 PO Box 903 Bozeman, MT 59771-1230 Bozeman, MT 59771 The date of mailing shall be deemed the date of such notice and service thereof. 7. Breach Notice in writing shall he given within ten (10) business days of any claimed breach or default as a condition of any right to claim damages or other remedies. The party allegedly in breach or default shall he given a reasonable period within which to investigate and remedy any alleged breach or default. 8. Waiver It is agreed and understood by and between the parties that a waiver hy either party of any breach of any term, covenant or condition herein shall not be deemed a continuing waiver of that breach or be deemed to imply or constitute a waiver of any subsequent hreach of any term, covenant or condition under this Agreement by either party. 9. Entire Agreement This Agreement constitutes the entire agreement between the parties. No alterations, modifications, or additions to this Agreement shall he hinding unless reduced to writing and signed by both parties. No covenant, tenn or addition to this Agreement shall he deemed waived by either party unless such waiver shall he reduced to writing and signed hy the parties. 10. Amendments The terms and conditions of this Agreement may not he modified or amended except by an instrument in writing executed by each of the parties hereto. No oral modification shall be enforceable. Professional So-vices A,~/n~lIwnt Roehy MOl/II/aill St~curU.y/CU.y oj Bozeman p40f5 11. Severability The provisions of this Agreement shall be deemed independent and severable, and the invalidity, partial invalidity, or unenforceability of anyone provision or portion thereof shall not affect the validity or enforceability of any other provision herein. 12. Attorney's Fees. In the event it becomes necessary for either Party to this Agreement to retain an attomey or use an in-house counsel, to include the City Attorney, to enforce any of the terms or conditions of this Agreement, then thc prevailing Party shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel. 13. Construction and Venue This Agreement shall be interpreted according to the law of the State of Montana. Venue in any dispute arising from this Agreement shall be in the Eighteenth Judicial District Court, Gallatin County, State of Montana. 14. Titles The titles in this Agreement are for reference purposes only. 15. Effective Date This Agreement shall be effective after approval by the Bozeman City Commission and execution by an authorized representative of Rocky Mountain Security. It is the intent that said Agreement shall be effective on the date stated in the first paragraph of this Agreement. CT'CW,:::rMAN BY__..:__...~~ ~ JA;. ..0_'_- Chris Kukulski, City Manager ~ .;/~ Clerk of the City Commission BX I'roICI_\ionaJ .)crvicc\ Agrccll1CI11 Roehy MOlllltain Scellrity/Citv of [;ozell1all jJ 'j ofj