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ITEM 3.6 Agreement with Securitas Security Servicesb Otkzo MINNESOTA DEPARTMENT INFORMATION Request for City Council Action ORGINATING DEPARTMENT: REQUESTOR: MEETING DATE: Parks and Recreation Ross Demant, Parks and March 10, 2014 Recreation Manager PRESENTER(s): Consent Agenda AGENDA ITEM DETAILS REVIEWED BY: Lori Johnson, City Administrator ITEM #: 3.6 RECOMMENDATION: Staff recommends that the City Council approve the agreement with Securitas Security Services to provide security services when requested by the City. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? No No BACKGROUND/JUSTIFICATION: With the final phases of construction nearly complete at Prairie Center, staff would like to move forward with the approval of the security agreement for Securitas to provide security services during certain events at Prairie Center which is outlined in the policy. As part of the agreement, Securitas will provide a uniformed unarmed security officer when requested from the City of Otsego. The officer will be responsible for maintaining order during requested events, and will work with the staff on any issues that arise. Furthermore, the security officer will be responsible to notify the authorities if they witness any illegal activities. The agreement does not bind the City to use Securitas exclusively, nor does it require a termination notice of the contract. Securitas is currently has agreements with the cities of Rogers, St. Michael, and Monticello to provide security services during some of their events as well. City Attorney Andrew MacArthur has reviewed the agreement. SUPPORTING DOCUMENTS: X ATTACHED ❑ NONE A. Securitas Security Services USA, Inc. agreement. MOTION: (Please word motion as you would like it to appear in the minutes.) Motion to approve the agreement with Securitas Security Services USA Inc. to provide security services when requested by the City. BUDGET INFORMATION FUNDING: N/A ACTION TAKEN BUDGETED: ❑ YES • ❑ APPROVED AS REQUESTED ❑ DENIED ❑ TABLED ❑ OTHER (List changes) COMMENTS: Local Company Office Information Street: 2780 Snelling Avenue Suite 101 City, State, Zip: Roseville MN 55113 Phone: 763-287-3122 Fax: 763-287-3123 Office ID #:60051 Client Service Address Name: The City of Otsego Street: 13400 90th Street NE City, State, Zip: Otsego MN 55330 Contact Name/Title: Ross Demant/Park-Rec Manager Phone: 763-235-3155 Fax: SECURITAS Contract #: SECURITY SERVICES AGREEMENT ("Agreement") between The City of Otsego ("Client") and Securitas Security Services USA, Inc. ("Company') is dated as of November 14`h , 2013 ("Effective Date"), and the parties agree as follows: Client Billing and Notification Address Name: The City of Otsego Street: 13400 90th Street NE City, State, Zip: Otsego MN 55330 Contact Name/Title: Ross Demant/Park-Rec Manager Phone: 763-235-3155 Fax: For services ("Services") provided by Company, Client will pay the Service Fee below, plus all applicable (i) sales, use and similar taxes, (ii) interest, and (iii) penalties. Services are as specified (i) in any agreed-upon post orders or scope of work (collectively, "Scope of Work"), and (ii) below. ® Uniformed Security (HPW: Temporary ) ❑ Patrol Services ❑ Alarm Response Description of Services/Equipment: Temporary Security Coverage for the city events including weddings Service Fee (billed monthly (calendar)): $28.00/hr. The Service Fee does not include coverage for labor disputes, civil disorder, national disaster, or other similar emergency situations. Also, higher overtime rates will apply to the following: all work according to applicable laws and regulations; extended shifts or hours performed at the request of Client; additional personnel or hours requested by Client with less than 72 hours' notice, but only for the first 72 hours; additional personnel or hours requested by Client for special occasions or temporary or short durations; and work on New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday After Thanksgiving, and Christmas Day. If Client needs specialized consulting/investigation services ("C&I Services"), Company has an affiliate, Pinkerton Consulting & Investigations Inc. ("Pinkerton"), which provides C&I Services. Pinkerton is a separate legal entity from Company, but at Client's request, Company can act as liaison to try to arrange for Pinkerton to provide certain C&I Services under this Agreement, subject to the following: (i) all C&I Services will be performed by Pinkerton, or its subcontractors, for Client for additional fees; (ii) Pinkerton and Client must execute a Pinkerton Statement of Work (the "C&I SOW') covering the C&I Services; (iii) Pinkerton will have no obligations to Client (and vice versa) until the C&I SOW is fully executed; and (iv) Company will never be responsible or liable Qointly or severally), under this Agreement, the C&I SOW or otherwise, for the acts, omissions, performance or non- performance of Pinkerton or its subcontractors (and vice versa). Some available C&I Services are attached to this Agreement as Attachment A. Additional Information: $42 special rate for events with less than 72 hours notice TERMS AND CONDITIONS 1. DEFINITIONS: "In writing" or "written document" means any written communication which has been signed by a person authorized to represent the party, including, without limitation, printed documents, facsimiles, e-mails and other electronic means of communication; "Loss" means all suits, claims, losses, damages and expenses (including, without limitation, investigative costs, reasonable attorneys' fees and costs of suit) arising from all events or circumstances related to or in connection with the same general harmful condition; "Site" means all premises where Services are performed under this Agreement. 2. TERM & TERMINATION: This Agreement will commence upon the Effective Date and continue until terminated by either party. Either party may terminate this Agreement at any time, without cause or penalty, upon 30 days' prior written notice to the other party. Either party may also terminate this Agreement for good cause upon 5 days' prior written notice to the other party. "Good cause" for Company will include, without limitation, the following: (i) any material or persistent minor breach by Client of this Agreement; (ii) cancellation of or material change to any of Company's insurance coverage relevant to this Agreement; (iii) a change in applicable laws or regulations that has a material effect on, or causes a material change to, the Services; or (iv) any act or omission of Client which, in Company's reasonable opinion, brings or may bring Company's business or reputation into disrepute. Client will be responsible for payment for all Services rendered through the termination date. 3. SCOPE OF SERVICES; PERSONNEL: (a) Company will only provide Services specified in this Agreement or the Scope of Work, which is incorporated into this Agreement by reference. Company will not be obligated to perform, and will bear no responsibility for, any Services or duties performed that are not expressly specified in this Agreement. Company does not accept overall responsibility for security at the Site, and Company is not engaged as a security consultant. (b) Company (or a contractor or vendor of Company) may provide or install equipment in connection with the Services, and Client consents to any installation. All such equipment is for Company's use and will always be Company property. Company is not selling or leasing any of the equipment to Client, and Company provides no warranty to Client regarding the equipment. Any implied warranties of merchantability and fitness for a particular purpose that may apply to the equipment are excluded. Company will be provided with reasonable time and access to remove all its equipment upon termination of this Agreement. SSA— (2112) Page 1 of 2 © 2012 Securitas Security Services USA, Inc (c) Company is an independent contractor, and nothing in this Agreement creates a partnership or relationship of principal/agent or employer/employee. Personnel providing the Services are employees of Company or its contractors (Company may use contractors to provide some or all of the Services). Company may change such personnel at any time. Client may reasonably request changes in such personnel for lawful reasons. If Company makes Client's requested changes, Client will be solely responsible for, and will defend and indemnify Company against, any Loss arising from such changes. (d) If Client employs, directly or indirectly, any Company employee formerly assigned to the Site within one year from the last date on which the Company employee was employed by Company, Client will reimburse Company $2,500 per Company employee for costs in connection with recruitment, screening, training, etc. 4. PAYMENT: (a) Invoices are payable 30 days from the date of the invoice, without any setoff, to the remittance address on the invoice. Client's failure to pay any amount when due will be a material breach by Client. A late charge of 1.5% per month will be added to balances not paid within 30 days of the date of the invoice. Client must notify Company in writing of any dispute regarding the amount of an invoice within 30 days from the invoice date, otherwise all disputes will be deemed waived. Client will bear all costs associated with Company receiving payments due for Services rendered under this Agreement. If Company must institute suit or collection services to collect amounts owed to Company, Client will pay Company's attorneys' fees and other costs of suit or collection. (b) in the event of payment delay, Company may suspend the performance of Services upon 10 days' prior written notice. Suspension will not release Client from any of its obligations under this Agreement. In case of non-payment based on Client liquidity problems, Company may condition continued performance on immediate cash payment for Services rendered (invoiced or not) or to be rendered. (c) Company may raise the Service Fee on 30 days' prior written notice to account for any increases in (i) health care, benefit, or insurance costs, (ii) labor or fuel costs, (iii) costs arising from changes to laws, regulations, or insurance premiums, (iv) SUI or similar taxes, or (v) any other taxes, fees, costs or charges related to the Services. S. LIABILITY LIMITATION; INDEMNIFICATION: (a) The Service Fee is based upon the value of Services provided, not the value of the interests or property protected. Accordingly, Company makes no warranty or representation, express or implied, that the Services will produce a result or prevent any loss or damage. Client agrees that the limitations of liability and Client's defense/indemnity obligations in Sections 5(c) -5(h) apply regardless of whether the Loss is alleged to arise, directly or indirectly, in whole or in part from the negligence (active or passive) or misconduct of Company, its employees or agents, including that related to the hiring, training, supervision or retention of Company's employees or agents, and Sections 5(c) — 5(h) apply in favor of Company's contractors and vendors. (b) Company will defend and indemnify Client against any Loss arising from the Services only to the extent the Loss is caused by the negligence of Company, its employees or agents while acting within the scope of their duties and authority. Client will defend and indemnify Company against any Loss in connection with this Agreement only to the extent the Loss is caused by the negligence of Client, its employees or agents. (c) Notwithstanding Section 5(b), in no event will the total liability of Company and its insurers for any Loss exceed $2,500, (d) Notwithstanding Section 5(b), Client will defend and indemnify Company against any Loss to the extent the Loss exceeds $2,500. (e) Notwithstanding anything to the contrary in this Agreement in no event will Company or its insurers be liable for any (f) environmental damages, (ii) punitive, special, exemplary, liquidated, indirect, or consequential damages (including, but not limited to, loss of profits or business), (iii) violent or armed action, or hi jacking, or (iv) damages arising from or related to any circumstance beyond Company's reasonable control (including, but not limited to, any act of God or war, or any failure on the part of Company's contractors or vendors). (f) Notwithstanding anything to the contrary in this Agreement, in no event will either party or its insurers be liable to the other party for any Loss arising from or related to an act of terrorism. The parties intend for this waiver to "flow down" to their respective contractors. (g) Notwithstanding anything to the contrary in this Agreement, if Client requests Company's employees to operate any vehicle other than one supplied by Company, Client will maintain insurance for the vehicle and such insurance will be primary, and Client will defend and indemnify Company against any Loss arising out of or related to Company's use of the vehicle. (h) Notwithstanding anything to the contrary in this Agreement in no event will Company be responsible for any theft or other loss of Client's property not directly attributable to proven security officer thefts, In the event of allegation of security officer thefts, Client waives all right of recovery unless Company is notified of the allegations within 10 days, Client fully cooperates with Company in the investigation of the facts, Client presses formal charges, and a conviction is obtained; however, if all the foregoing conditions are satisfied, all applicable limitations of liabilityin this Agreement still apply. (i) Written notice of any Loss arising out of or relating to this Agreement must be received by Company within 30 days following the date of the occurrence giving rise to such Loss, and no action to recover any Loss will be instituted or maintained against Company unless such notice is received by Company. No action to recover any Loss will be instituted or maintained against Company unless the action is instituted no later than 12 months following the date of the occurrence from which the Loss arises. (j) The Services are solely for the benefit of Client; neither this Agreement nor any Services confer any rights on any other party as a third -party beneficiary. 6. INSURANCE: Client will maintain insurance to protect Client against loss or damage to its premises, business and property, and others' property on Client's premises. To the extent permitted by Client's insurance policy, Client (on behalf of itself and its insurers) waives all rights of subrogation against Company, its employees, agents and insurers. If Company provides any insurance coverage (additional insured or otherwise) for Client or any others, such insurance coverage will only cover Client and the others for liability specifically assumed by Company in this Agreement. As security for Client's defense and indemnity obligations in this Agreement, Client will name Company as an additional insured under Client's relevant insurance policies, and Client will provide Company with a certificate of insurance evidencing such coverage upon request. 7. FORCE MAJEURE: The following circumstances will be considered as grounds for relief if they delay or impede the performance of this Agreement: any circumstance beyond the reasonable control of a party such as fire, war, mobilization or military call up of a comparable scope, requisition, seizure, currency restrictions, insurrection and civil commotion, hi -jacking or an act of terrorism, shortage of transport, general shortage of materials or personnel, industrial disputes and defects or delays in deliveries by contractors caused by any such circumstance as referred to in this Section. The party desiring relief under this Section will inform the other party by written notice without delay on the occurrence and on the cessation of such circumstance. If grounds for relief prevent Client from fulfilling its obligations, Client will reimburse Company for costs incurred in securing and protecting the Site. Client will also reimburse Company for costs incurred for personnel, contractors and equipment which, with the consent of Client, are held in readiness to resume the Services. 8. CLIENT'S COMMITMENT: Client will at all times cooperate with Company to allow Company to provide the Services under the best possible conditions, and failure to provide such cooperation will be a material breach by Client. Such cooperation includes, without limitation, Client providing (i) a safe, healthy working environment for Company personnel in accordance with applicable laws and regulations, (ii) all relevant information, access and assistance that Company reasonably requires to perform the Services without interruption, including, without limitation, suitable office space and utilities, and (iii) prompt notice of anything that may affect Company's safety, risk or obligations under this Agreement or which may lead to an increase in Company's costs of providing the Services. 9. SEVERABILITY: If any provision of this Agreement is held to be unenforceable, it will be modified so that it is enforceable to the maximum extent permitted under applicable law and all other terms will remain in full force. If the unenforceable provision cannot be so modified, it will be excluded from this Agreement, and all other terms of this Agreement will remain in full force. 10. PRECEDENCE: In the event that the different parts of this Agreement are conflicting, the written documents forming part of this Agreement will prevail in the following order: (i) this Agreement; (ii) the Scope of Work; and (iii) any other written documentation attached hereto. 11. NOTICES: All official notices will be in writing and made by overnight mail or certified mail, addressed to the other party at its address set forth in this Agreement or at such other address as the other party may have designated in writing. 12. ASSIGNMENT: Neither party will assign this Agreement without the other party's prior written consent, which will not be unreasonably withheld. However, upon 30 days' prior written notice to the other party, either party may assign this Agreement at any time to any of its affiliates, subsidiaries or successors. 13. LAW & JURISDICTION: (a) This Agreement will be governed by the law of the State in which the applicable Services are performed. The parties hereby submit to the jurisdiction of the courts of such State. All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law. (b) Company complies with all applicable laws and regulations, including 29 CFR Part 471 Appendix A, Executive Order 11246 (as amended), Section 503 of the 1973 Rehabilitation Act (as amended), Section 402 of the 1974 Vietnam Era Veterans Readjustment Assistance Act, and the 1998 Veterans Employment Opportunities Act. 14. ENTIRE AGREEMENT: This Agreement, and anything attached to or incorporated into it, constitutes the entire agreement between the parties. Any representations, promises or agreements not embodied in this Agreement will not be enforceable. No Client contracts, purchase orders, work orders, or similar documents, regardless of when dated, will modify this Agreement. All changes to this Agreement will only be binding on a party if approved in writing by an authorized representative of that party. Securitas Security Services USA, Inc. Client By: ",' Authorized Representative Authorized Representative Printed Name/Title: Printed Name/Title: CLIENT'S ATTENTION IS DIRECTED TO SECTION 5— LIABILITY LIMITATION; INDEMNIFICATION SSA— (2/12) Page 2 of 2 © 2012 Securitas Security Services USA, Inc. ATTACHMENT A— C&I SERVICES Pinkerton Consulting & Investigations US Pricing Schedule (2012) Armed Agent (min of 4 hrs): With less than 8 hours notice: Executive Protection: Workplace Violence Response (min of 4 hrs): With less than 8 hours notice: Surveillance: Investigator: $85.00/hour plus expenses. For first 24 hours, $95.00/hour plus expenses. Thereafter, $85.00/hour plus expenses. $95.00/hour plus expenses. $85.00/hour plus expenses. For first 24 hours, $95.00/hour plus expenses. Thereafter, $85.00/hour plus expenses. $85.00/hour plus expenses. $85.00 to $275.00/hour plus expenses. Rate depends on skill set required. Prices are for the calendar year noted above. After the noted calendar year, prices are subject to change without notice.