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HomeMy WebLinkAbout13- PSA between City and All Secure for security guard servicesPROFESSIONAL SERVICES AGREEMENT THIS IS Al` AGREEMENT made as of the day of 2013, between All Secure, Inc. (All Secure) and THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, (City) Whereas, the work and services described in this Agreement are essential to the safety, health and well-being of the City of Bozeman; and Whereas, the City is required to maintain a custodial presence with respect to individuals who have been placed in emergency detention for possible mental health commitment proceedings; and Whereas, the City cannot adequately respond to other law enforcement calls when officers are engaged in such a custodial posture; and Whereas, All Secure represents it is willing and qualified to perform the professional services described in this Agreement. Therefore, in consideration of the foregoing recitals atid the mutual covenants and conditions contained herein, the parties agree as follows: Performance/Responsibilities All Secure's services shall consist of providing security guard services on an as-needed basis for Protective Custody holds of the Bozeman Police Department while those holds are being monitored or evaluated by a "Professional person" or "Mental health professional" as defined in §53-21-102 MCA at Bozeman Deaconess Hospital, 915 Highland Boulevard, Bozeman, MT, or at another location as necessary. All Secure's services may include providing security guard services on an as-needed basis to provide additional or relief security for the Bozeman Police Department, "I'lie Bozeman Police Department shall request services by contacting All Secure. All Secure shall provide a response within one hour of the call. If it is unable to respond to a request for service within one hour of the call, All Secure shall immediately advise/notify the City. The reasons 17or 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 All Secure. The City may still cancel the request prior to the arrival of All Secure. A representative of each party shall administer this Agreement with regard to notification and placement of personnel, additional training requirertients, and billing services. All Secure is ultimately responsible for all decisions related to its provision of services under this Agreement. All Secure shall provide all uniforms and other equipment necessary to perform the services of this Agreement. All employees performing the services under this Agreement shall receive appropriate training and supervision from All Secure. Pt-ofessional Services Agi'eemet)t All Secure Security & Coll,-vultiliglCity of'Hozernan Page 1 of 7 While the City may advise All Secure 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 All :secure only. 2. Financial Arrangements Compensation for services shall be based upon the hourly rate of $28.00 (Twenty Eight Dollars). For each service request, All Secure will be guaranteed a minimum of two hours when the security officer(s) arrives and tapes over monitoring /supervision of Protective Custody duties, with pay beyond two hours at actual time providing services to the nearest quarter hour. Cancellation prior to actual arrival does not entitle All Secure to the minimum fee. Compensation for services required on a holiday shall be for actual hours worked on that holiday and shall be based upon the hourly rate of $42.00 (Forty Two Dollars). Holidays shall be New Years Day, President's Day, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day and Christmas Day of each year. All Secure shall submit an invoice to the City, through the contact person, monthly for all time actually worked under this Agreement according to the City's claims procedure. The contact person shall review and approve for payment all invoices submitted before submitting the approved invoices to be paid pursuant to the City's policy. In the event an employee or agent of All Secure 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 by the Court, With the exception of the above listed holiday rate, the City will not pay overtime rates for any service under this Agreement. All Secure shall provide sufficient staff and appropriate scheduling to transition employees during the performance of any service so overtime rates are not incurred. Duration of Agreement /Termination This Agreement shall continue for a renewable three (3) year period unless sooner terminated. The Agreement may be extended by either party upon notice, in writing, of the intent to so extend and both parties agree to the extension. Either party may terminate this agreement for any reason upon sixty (60) days written notice to the other party at the address as stated below. 4. Employment/Independent Contractor The parties agree that All Secure is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Consultant is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City Professional Services Agreement All Secure Security & CoonsultinglCity of Bozeman Page 2 of 7 employee for workers' compensation or any other purpose. Consultant is not authorized to represent the City or otherwise bind the City in any dealings between Consultant and any third parties. All Secure shall be responsible for paying or withholding wakes, taxes, unemployment compensation contributions, license foes, benefits and all other expenses related to All Secure's employees. All Secure shall have the sole responsibility for determining the qualifications and employment terms of its employees. The City may not interfere with the employment relationship. All Secure shall, prior to execution of this Agreement, provide to the City proof of insurance to meet the following standards: All Secure shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of .Montana, Title 39, Chapter 71, MCA, All Secure shall maintain workers' compensation coverage for all members and employees of All Secure's business, except for those members who are exempted by law. All Secure shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. All Secure shall be currently licensed for security services, to include resident manager certification, with the MT Board of Labor and Industry. 5. Indemnity/Waiver of Claims /Insurance: For other than professional services rendered, to the fullest extent permitted by law, All Secure agrees to defend, indemnify, and hold the City harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the City by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of All Secure or All Secure's agents or employees. For the professional services rendered, to the fullest extent permitted by law, All Secure agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney foes, to the extent caused by the negligence or willful misconduct of All Secure or All Secure's agents or employees. All Secure also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from., ,growing out of, or in any way connected with or incident to the performance of this Agreement except "responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent" as per 28 -2 -702, MCA. Should the City be required to bring an action against All Secure to assert its right to defense or indemnification under this Agreement or under All Secure's applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines All Professional5ervicesAgIr°eernent All Secure Security& CoosultinbfCiCv of Bozeman Page 3 of Secure was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. The following levels of insurance shall be carried by All Secure with proof of this insurance provided to the City: Professional Services Agreement All Secure 5ecufity & ConsultinglCity of flozernan Page 4 of 7 Type of Coverage Limits Employer's Liability $100,000 per incident General Liability: Bodily Injury & Property Damage, $1,000,000 per incident Single and combined General Aggregate $2,000,000 Excess Liability coverage (umbrella) Automobile Bodily Injury covering all automobiles. $300,000 each person trucks, tractors, trailers, or other $300,000 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 CONSULTANT or owned by employees of Consultant; OR Bodily Injury & Property Damage, $300,000 each occurrence single and combined 6. Compliance with Laws All Secure agrees to comply with all federal, state and local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA. All Secure agrees to purchase a City business license. 7. Nondiscrimination All Secure will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti- discrimination laws, regulations, and contracts. All Secure will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. All Secure shall be subject to and comply with Title V1 of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated there under. All Secure shall require these nondiscrimination terms of its sub- consultants providing services under this agreement. Prolessional Services Agreement All Secure Security& Crj7sultit7g1CtyofEocef7adn Page 5 of 7 8, 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: Chief of Police Mery Gunderson City of Bozeman All Secure. Inc. PO Box 1230 P.O. Box 1166 Bozeman, Montana 59771-1230 Belgrade, Montana 59714-1166 The date of mailing shall be deemed the date of such notice and service thereof. 9. Breach Notice in writing shall be 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 be given a reasonable period within which to investigate and remedy any alleged breach or default. 10, Waiver It is agreed and understood by and between the parties that a waiver by 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 breach of any term, covenant or condition under this agreement by either party. 11. Modification and Assign ability This document contains the entire agreement between the parties and no statements, promises or inducements made by either party or agents of either party, which are not contained in this written Agreement, may be considered valid or binding. This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. All Secure may not subcontract or assign All Secure's rights, including the right to compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 12. Severability The provisions of this Agreement shall be deemed independent and severable, and the invalidity, partial invalidity, or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision herein. 13. Attorney's Fees. PrDfessionalSei'vice,sAgreeinent fill ,5ecui°eSectiritySConn ultingICityofsozefl)�112 Page 6 of 7 In the event it becomes necessary for either Party to this Agreement to retain an attorney or use an in-house counsel, to include the City Attorney, to enforce any of the terms or conditions of this Agreement, then the prevailing Party shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel. 14. 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. 15. Effective Date This Agreement shall be effective after approval by the respective governing bodies. It is the Z:' intent that said Agreement shall be effective on the date stated in the first paragraph of this Agreement. CITY OF BOZEMAN By Ron Price, Chief of Police ALL SECURE, INC. ByIN Mery Gundc�i on Pi-ofessional.S(,rvicesAgreeniet2t All Secure ,Security & Consultingl0ty of Hozenian Page 7 of 7