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HomeMy WebLinkAboutContract 2206~~ Wackenhut SERVICES CONTRACT 2206 THIS SERVICES CONTRACT is entered into as of August 1, 2009 [the "Commencement Date"] between The Wackenhut Corporation, a Florida Corporation, with an office located at 2610 University Avenue West, Suite 210, Saint Paul, MN 55114 and The City of Columbia Heights /John P. Muryzn Hall ["Client"] ,a 530 Mill Street N.E. Columbia Heights, MN 55421 Corporation with an office located at [hereinafter Contractor and Client may be referred to as the "Party" or "Parties".] The Parties hereby agree as follows: 1. SCOPE OF SERVICES. (a) Contractor shall furnish and/or perform the security services described in Schedule A, attached hereto and incorporated herein by reference, (the "Services"} at Client's premises located at 530 Mill Street N.E., Columbia Heights, MN 55421 (the "Premises") in accordance with this Services Contract and all post orders or other written guidelines agreed upon by Client and Contractor (the "Contract"). The Client has specified the nature, type and degree of, and hours for, the services to be provided by Contractor for the purpose of carrying out the terms and conditions of this Contract. (b) Contractor is generally available to perform Emergency Services, subject to the Parties entering a separate Emergency Services Agreement that contains mutually agreeable terms and conditions. Emergency Services include, but are not limited to: (i} acts of government in its sovereign capacity, (ii) fires, (iii} floods, (iv) strikes, (v) acts of terrorism, (vi) unusually severe weather, (vii) riots, (viii) earthquakes, or (ix) other acts of God. 2. BILLING• PAYMENT. (a} Client shall pay Contractor for the Services as specified in Schedule A. The rates contained in Schedule A shall become effective as of the Commencement Date, and shall remain in force for one (1) year. Notwithstanding, following receipt of written notice from the Contractor, the rates shall be automatically adjusted far any change in costs mandated by law, including but not limited to State licensing fees, Federal Insurance Contribution Act (FICA), Federal Unemployment Tax Act (FUTA), State Unemployment Insurance (SUI), Workers' Compensation, and/or Federal or State minimum wage laws. In addition, the rates may be adjusted each November 1 for any increased cost for medical insurance premiums. Fees for the Services are exclusive of any local, State or Federal sales or service taxes applicable to Services. To the extent State law taxes the Services, Contractor shall invoice Client for taxes as required by law. The client is solely responsible for the payment of all such taxes and shall remit to Contractor ail such taxes along with payment of each invoice for Services issued hereunder. (b) The Client agrees to pay Holiday rates for the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. (c) The Client agrees to pay overtime rates, based on contract billing rates, for any additional hours of Service requested by Client that are performed for less than thirty (30) days. (d) Contractor will invoice Client weekly for the Services performed. All invoices are due and payable by Client upon receipt. Payments not received by Contractor within thirty (30) days from the date of the invoice shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum allowed by law, if lower. 3. TERM• TERMINATION• RENEWAL. The initial term of this Contract shall be for one (1) year beginning on the Commencement Date. The Contract will automatically renew for successive one (1) year periods with a minimum (to be negotiated) automatic increase in the labor and non-labor bill rates each renewal year. The Contract may be terminated: (a) effective thirty (30) days from the date of receipt of a written termination notice by either Party; (b) by Contractor for non-payment by Client following twenty-four (24) hours written notice; (c) immediately upon written notice to the Client in the event a Bankruptcy petition is filed or a receiver is appointed by or for the WF-066 (11/13/06} Page 1 of 5 Client, and; (d) by either Party effective thirty (30) days from the receipt of written notice to the other regarding the failure of such other Party to perform its duties or obligations hereunder, provided such failure is not cured within the thirty (30) day notice period. In the event Client terminates this contract for any reason other than Contractor's failure to perform as set forth in 3.(d) above, Client shall reimburse Contractor for any unamortized or unrecovered costs for vehicles or other special equipment procured for and used exclusively in the performance of this Contract. 4. DUTIES OF SECURITY OFFICERS. Contractor's security officers assigned to the Premises will perform the Services set forth in the Contract. The security officers will perform the duties assigned to them in accordance with applicable written post orders or guidelines, but shall be under the sole control and direction of Contractor. The Client assumes the risk and responsibility in the event that Client takes over direct control or supervision of a Contractor employee by requiring the employee to perform contrary to the Contract or not perform duties as contemplated by the Contract. The security officers, while on duty, shall wear uniforms, present a neat and orderly appearance, and shall perform their duties in a courteous and respectful manner. 5. INSURANCE AND LIMITATION OF LIABILITY. Contractor shall provide a visible presence, and shall deter, observe and report. Contractor is not an insurer of the premises and makes no representation, express or implied, that its services will prevent injury, loss or damage. Contractor shall maintain the following insurance coverage: (i} workers' compensation insurance with statutory limits, (ii) automobile liability, with $1,000,000 combined single limit (each accident), and (iii) commercial general liability, including contractual liability, with coverage of $1,000,000 per occurrence/ $1,000,000 general aggregate. Client shall give notice to Contractor of any loss, damage, expense, claim, lawsuit, liability, fine or penalty (together referred to as "Claim"} within thirty (30} days of the occurrence giving rise to the Claim or, with respect to a third-party Claim, within thirty (30) days from receipt of notice of the Claim. No claim, demand or lawsuit regarding any such Claim shall be brought against Contractor by Client unless such notice is given. Contractor's liability under this Contract shall be limited to the limits of Contractor's insurance coverages as set forth above. 6. INDEMNITY. Contractor and Client shall defend, indemnify and hold each other, and each other's respective parent company, subsidiaries, insurers, agents and employees, harmless against all liability, loss, damage and expenses (including reasonable attorneys' fees) resulting from or arising out of this Contract to the extent such liability, loss, damage or expense is proximately caused by the negligent or willful act(s) or omissions} by the party from whom indemnity is sought, including such party's agents, employees or subcontractors. It is the intention of the parties hereto that the obligations of Contractor under this Paragraph shall be for the acts or omissions of its employees and agents, and any indemnification of Client by Contractor will only be to the extent of the Contractor's negligent or willful act(s) or omissions}, including that of its employees or agents. Under no circumstances shall Contractor be obligated to assume any liability for the acts or omissions of any person or entity that is not an employee or agent of Contractor. The provisions of this Paragraph shall survive the expiration or termination of this Contract. 7. INABILITY TO PERFORM PROTECTIVE SERVICES. Contractor will not be liable for any failure or delay in performing the Services, in whole or in part, where such failure or delay is caused by circumstances beyond Contractor's control, including acts of God, severe weather, fire, terrorism, vandalism or civil riots, war, civil disturbance, court order or any other cause over which Contractor does not have direct control. 8. RECRUITMENT AND TRAINING EXPENSES. Each security officer assigned to the Premises has been recruited and trained at Contractor's expense using methods and training programs developed by Contractor. Client would receive the benefits and Contractor would suffer the loss of such recruiting or training expense if Client hired any such security officer. It is impractical or impossible to quantify with certainty the precise cost to Contractor of recruiting and training each security officer, but the sum of Two Thousand Five Hundred and 00/00 Dollars ($2,500.00) constitutes a reasonable approximation of such recruiting and training expense (the "Reimbursement Fee"). Client shall pay to Contractor the Reimbursement Fee for each security WF-066 (11/13/06) Page 2 of 5 officer who is hired or retained by Client, or by any agent or contractor of Client, as a security officer or as one who supervises security officers or security services at any client location, if such security officer performed any of the Services at the Premises during the twelve (12) months preceding his/her engagement by Client. 9. COMPLIANCE. Contractor and Client shall comply with all applicable Federal, State and local laws, rules and regulations. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. In addition, and in accordance with Section 503 of the Rehabilitation Act of 1973, Contractor shall not discriminate against, and will take affirmative action to employ and advance in employment, qualified individuals with disabilities who, with reasonable accommodation, can perform the essential functions of a job. Further, and in accordance with 38 U.S.C. 4212 of the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended, Contractor shall not discriminate against, and will take affirmative action to employ and advance in employment, qualified special disabled veterans, recently separated veterans, and other protected veterans. 10. SEVERABILITY OF PROVISIONS. The covenants and provisions contained in this Contract are separate and independent and in the event any section, paragraph or provision hereof shall be declared invalid, illegal or unenforceable in any respect for any reason, the same will not affect any other section, paragraph or provision in this Contract, which should be construed as if such invalid, illegal or unenforceable section, paragraph or provision had never been contained herein. 11. ASSIGNMENT. Either party may assign this Contract to a wholly owned subsidiary or corporate affiliate. Absent such affiliation, this Contract shall not be assigned by either Party without the other Party's prior written consent. 12. GOVERNING LAW. This Contract and all amendments, modifications, alterations or supplements hereto shall be deemed to have been executed in, and shall be governed by and construed in accordance with the laws of the State where the service is performed. 13. NOTICE. Any notice required to be delivered by either Party under this Contract shall be in writing and shall be deemed to have been duly given if either delivered personally or mailed in a registered or certified postpaid envelope deposited in the United States mail addressed to the address of either Party as set forth below: To Contractor: G4S Wackenhut 2610 University Avenue West, Suite 210 Saint Paul, MN 55114 Attention: Isaac Luten, IV To Client: The City of Columbia Heights /John P. Muryzn Hall 530 Mill Street N.E. Columbia Heights, MN 55421 Attention: Keith Windschitl 14. NON-WAIVER. Any failure of either party to strictly enforce the provisions of this Contract, with the exception of the notice requirement set forth in Paragraph 5 above, shall not constitute a waiver of any contractual rights hereunder, unless such waiver is in writing signed by the waiving party. 15. INDEPENDENT CONTRACTOR. The relationship of Contractor to Client under this Contract shall be that of an independent contractor. This Contract shall not be construed to create an employment relationship between the Parties. Contractor shall be responsible for payroll, payroll WF-066 (11 /13!06) Page 3 of 5 taxes (including Federal and State withholding taxes, Federal Social Security taxes and State !.unemployment taxes), costs of any background checks, uniforms and all other expenses of Contractor in conjunction with the performance of this Contract. 16. LICENSES. Contractor, its officers and employees, shall be duly licensed and will obtain all permits necessary and required to perform Services by the State, County and/or Municipality where Services are to be performed. 17. NO THIRD-PARTY BENEFICIARIES. The Services are being provided only to Client or its agents. No other person or entity is, nor is intended to be, a third-party beneficiary under this Contract. Contractor is assuming no duty to protect any other persons or entities or their property. Contractor shall not be liable to any persons or entities not a party to this Contract for any bodily injuries, including death, or property damage, unless caused by Contractor, nor shall it be liable for indemnity and/or contribution in favor of any person or entity against whom such a claim is brought, including Client. 18. HAZARDOUS CONDITIONS. Client warrants and represents that there are no chemical or other hazards that require disclosure to employees of Wackenhut that have not been disclosed to Wackenhut under the OSHA Chemical Hazard Communication Standard 1910.1200. Client agrees that, to the extent it is required by law to provide such training to its own employees, it will allow Wackenhut employees to attend any Hazard Communication Training Program and will provide all training materials to employees of Wackenhut. 19. ENTIRE AGREEMENT. This Contract is the final expression and embodies the entire agreement of the Parties relating to the subject matter hereof. No amendment or modification of this Contract shall be valid or binding upon the Parties unless made in writing and properly executed by Contractor and Client. Za. MISCELLANEOUS. (a) All references to the Parties shall include the plural as well as the singular, and heirs, legal representatives, successors and permitted assigns, whether the same is masculine, feminine or neutral. (b) Each individual executing this Contract on behalf of a limited liability company, a corporation, a partnership or any other legal entity (the "entity") represents and warrants that he or she is duly authorized to execute and deliver this Contract on behalf of the entity, and that this Contract is binding upon said entity in accordance with its terms. (c) All exhibits, amendments and addenda attached hereto are hereby incorporated herein and made a part hereof. (d) The captions, section numbers and articles appearing in this Contract are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections or articles of this Contract. (e) If either Party seeks to enforce this Contract by or through an attorney-at-law, the non-prevailing Party shall pay to the prevailing Party upon demand all costs and expenses incurred by prevailing Party in connection with such enforcement action including, without limitation, reasonable attorneys' fees, expert fees, costs and expenses. Title: General anager Date: WF-066 (11/13! ) caused this Contract to be executed as of the Client' The City of Columbia Heights /John. P. Muryzn F-lall BY~ r''~ SERVICES CONTRACT SCHEDULE A Scope of Work: Provide Armed/Unarmed Security Officer Coverage for Banquets/Special Events. Hours Per Week: Varies Pricing: CPO -Armed Officer Bill Rate:$22.00 OT/Holiday Bill Rate: $30.80 USO -Unarmed Officer Bill Rate: $18.33 OT/Holiday Bill Rate $25.66 WF-066 (11/13/06) Page 5 of 5 Gs AMENDMENT NO. 1 To the Services Contract This Amendment No. 1 to the Services Contract which commenced August 1, 2009 by and between the The City of Columbia Heights /John P. Muryzn Hall ("Client"}, a Corporation, and The Wackenhut Corporation ("Contractor") a Florida corporation is hereby amended as follows: 1. Section 5-Insurance and Limitation of Liability - is amended to include the following: INSURANCE AND LIMITATION OF LIABILITY. Contractor's naming of Client as an additional insured on its liability policies pursuant to this Agreement shall afford coverage only far the negligent acts or omissions of Contractor pursuant to this Agreement, be limited to the terms and conditions of this Agreement and shall in no event be construed for any purpose so as to make Contractor or the issuer of such policies liable for the negligence (joint, concurrent, independent or individual), acts, errors or omissions of Client or its employees. The additional insured coverage is provided to the extent of the indemnification provision, Article 6. Contractor shall provide a Certificate of Insurance reflecting the above coverages. The Certificate shall name The City of Columbia Heights /John P. Murzyn Hall as additional insured and shall be addressed as follows: The City of Columbia Heights f Jahn P. Murzyn Hall 530 Mill Street NE Calumbia Heights, MN 55421 All other terms and conditions of the Services Contract remain in full force and effect. Agreed to and accepted by: The Wackenhut Cor orati By. _... _._ _ ~. Client: City of Columbia Heiahts /John P. Murzvn Hall Name: Isaac E. Luten IV J.D. CPP CHPA Title: General Manager Date: ~ ~ _ ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE 07/31/2 09 ) reoDUCER Aon Risk Services, lnc of Florida THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 1001 B ri ckel l Bay Drive AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Suite 1100 CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Mi ami FL 33131 USA COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # PRONE- 866) 283-7122 FAX- (847) 953-5390 INSURED INsuRERA: National Union Fire Ins Co of Pittsburgh 19445 The Wackenhut Corporation INSURER B: New Hampshire Ins Co 23841 4200 Wackenhut Drive Suite 100 Palm Beach Gardens FL 33410 USA INSURER C: 111lnOlS National Insurance Co 23817 INSURER D: Insurance Company of the State of PA 19429 INSURER E: COVERAGES 53R a les er terms an con lMOns o t e o is THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INStiRED NAMED ABOVE FOR THE PULICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED [NSR LTR ADD' INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE(MM\DD6'Y) DATE(MM\DD\YY) A GENERAL LL4BILITY GL1871993 10/02/08 10/02/09 EncHOCCURRENCE $1,000,000 X General Liability (TwC ) COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1, OOO , OOO PREMISES Ea occurenee ( ) , CLAIMS MADE © OCCUR MED EXP (Any one person) __ ~~~~~~~ ~~ ~~EXC1 ULTeff PERSONAL & ADV INJURY $1, 000 , OOO GENERAL AGGREGATE $1,000,000 ' GEN L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1,000,000 ^X POLICY ^ PRO- ® LUC JECT A AUTOMOBILE LIABILITY CA 6079126 10/02/08 10/02/O9 COMBINED SINGLE Li MIT A X ANY AUTO AUtOlltObl l e - VA (TWC) CA 6079125 10/02/08 10/02/09 (Ea accident) $1,000,000 ALL OWNED AUTOS AUtORIObI 1 e - MA (TWC) BODILY INJURY '4 SCHEDULED AUTOS CA 6079124 10/02/68 10/02/09 (per person) Automobile - A05 (TWC) HIRED AUTOS BODILY INJURY NUN OWNED AUTOS (Per accident) PROPERTY DAMAGE P id er acc ent) f C.ARA(:E LIABILITY AUTO ONZY - EA ACCIDENT 8 ANY AUTO OTHER THAN EA ACC AUTO ONLY: AGG EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE ^ OCCUR ^ CLAIMS MADE AGGREGATE 11 BDEDUCTIBLE REl'EN7']UN B wC48 07 4 10 02 08 x we sTATU- orx- WORKERS COMPENSATION AND yJC - All other States (l TORY 1,IMiTS ER __ c EMPLOYERS' LIABILITY wC4800740 10/02/08 10/02/09 E.L.Encx ACCIDENT $1,000,000 c ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED'? WC - WI (TWC) wc4800736 10/02/08 10/02/09 E.L. DISEASE-EA EMPLOYEE $1, OOO , OOO If yes, descrbe under SPECIAL PROVISIONS WC - FL (TWC) E.L. DISEASE-POLICY LIMIT $1, OOO , 000 below OTIIER DESCRIPTION OF OPERATIONS/LUCA710NS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Service: Security Guard Services; TwC office: Minneapolis. City of Columbia Heights is added as an Additional Insured excluding workers' Compensation and Employers' Liability as required by written contract but limited to the operations of the Insured under said contract, and always subject to the policy terms, conditions and CERTIFICATE HOLDER CANCELLATION C, ty of Columbia Heights SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION John P. Muryzn Hall DATE THEREOF, TI IE ISSUING INSURER WILL ENDEAVOR TO MAIL 530 Ml 11 s street N E 30 DAYS WRITTEN NOTICE TO TIIE CERTIFICATE HOLDER NAMED TU THE LEFT, Columbia Hel hts MN 5 5421 USA g BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES , . AUTHORIZED REPRESENTATIVE c~o~ ~ n ~.osu~' ~~ ~c"~Tp _ ~ 7 ' s AC( RD 25 2001/08$ _ ~ ~ ACORD CORPORATIO' l' 98 ' N 0 >z ro v c c ~~ ~_ "~ ~_ W