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HomeMy WebLinkAboutC14-010 Citadel Security and Investigations, LLC Agreement AGREEMENT BETWEEN EAGLE COUNTY AND CITADEL SECURITY AND INVESTIGATIONS LLC (CSI) FOR ON CALL SERVICES THIS AGREEMENT is made this i day of , 20 4 , by and between Eagle County("County"), and Citadel Security and Investigat. ns, LLC ("Contractor"), a company organized and existing by virtue of the laws of the State of Colorado and with a principal place of business at 300 Railroad Ave., Rifle, CO 81650 WHEREAS, County desires to obtain on-call security services for the Eagle County Building located at 500 Broadway, Eagle, CO, 81631 (the"Facility"). WHEREAS, Contractor is •authorized to do business in the State of Colorado, has experience and expertise necessary to provide said services to County; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE 1 —WORK 1.1 At the request of County, Contractor will use its expertise, skill and its own employees to provide on-call security services for the Facility (the "Services"). The Services will include patrolling the Facility to ensure that doors are properly secured; alerting law enforcement personnel about the discovery of any weapons or contraband or any other dangerous conditions; and maintaining open communication staff about the security status at the Facility. 1.2 When requested, Contractor will provide one (1) armed security officer to perform the Services at the Facility, stationed at the main entrance to the facility, between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday. The security officer will be properly trained and licensed to accomplish the Services. Contractor will provide County with a list of approved security officers who may be stationed at the Facility during the term of this Agreement and will notify County at its earliest convenience of any changes. 1.3 In connection with the Services, Contractor's security officers will coordinate with the Director of the Facilities Management Department, or his designee, for all operational matters. 1.4 At all times while on duty and performing the Services under this Agreement, Contractor's security officer will be clothed in a uniform distinguishing him or her as a security officer. 1 1.5 If Contractor uses any equipment owned by Eagle County, Contractor shall be responsible for maintaining such equipment in good working order. 1.6 Contractor will ensure that its security officers accomplish the following in connection with the Services: a. Monitor access to the building by manning the main entrance to the Facility in order to prevent entry of unauthorized weapons and/or contraband. b. Maintain familiarity with the Facility so as to provide accurate directions to the public and accurate information to responding law enforcement officers in emergency situations. c. Maintain a friendly, helpful and approachable demeanor toward the public and Eagle County staff at all times. d. Report the discovery of any unauthorized weapons or other contraband or any other safety hazard to the appropriate law enforcement personnel. e. Immediately follow the directions of any uniformed law enforcement personnel in an emergency or urgent situation. f. Staff the main entrance of the Facility with at least one security officer at all times, unless directly instructed otherwise by the Facilities Department Manager or any uniformed law enforcement personnel. 1.7 Contractor shall submit the names and qualifications of all security officers or other personnel and any subcontractors proposed to work under this Agreement. The County shall have the right to disapprove of any proposed personnel and subcontractors prior to commencement of or during the provision of any Services under this Agreement. ARTICLE 2—COUNTY'S REPRESENTATIVE 2.1 The Services to be performed are under the authority of the Eagle County Facilities Management Department. The Facilities Department Manager, or his designee, shall be Contractor's contact with respect to this Agreement. ARTICLE 3—TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 11 hereof, shall continue in full force and effect until terminated by either party. 2 ARTICLE 4—COMPENSATION 4.1 For the Services to be provided hereunder, County will pay Contractor at the rate of $25.25 per hour, per authorized security officer on duty. The maximum amount of compensation under this Agreement shall not exceed twenty five thousand dollars ($25,000)without a signed amendment to the Agreement. 4.2 Fees for Services satisfactorily performed will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor respecting the Services. The invoice shall include a description of services performed. Upon request, Contractor shall provide County with such other supporting information as County may request. 4.3 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.4 Notwithstanding anything to the contrary contained in this Agreement,no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any Services done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. ARTICLE 5—CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, Services, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. 5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services, in accordance with other terms and conditions of the Contract Documents. 5.4 To the extent possible, Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 5.5 To the extent possible Contractor, has given County written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 3 5.6 Contractor acknowledges that it will be acting as an independent contractor for County. Contractor warrants that it will advise its employees, agents and officers that they will not be deemed employees of Eagle County for any purpose. 5.7 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to security service companies. Further, in rendering the Services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with,this Agreement. ARTICLE 7—ENTIRE AGREEMENT 7.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 8—MISCELLANEOUS 8.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 8.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement. 8.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment(Colorado Constitution, Article X, Sec. 20). 8.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 8.4.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens—Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract 4 and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Contract. 8.4.2 Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 8.4.3 Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm 8.4.4 The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 8.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 8.4.6 The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). 5 8.4.7 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. 8.4.8 The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. 8.5 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 8.6 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. ARTICLE 9-JURISDICTION AND VENUE: 9.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. ARTICLE 10-INDEMNIFICATION: 10.1 The Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor hereunder; and Contractor shall reimburse County for any and all legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. ARTICLE 11 -OWNERSHIP OF DOCUMENTS AND EQUIPMENT: 11.1 All documents (including electronic files) which are obtained during or prepared in the performance of the Services shall remain the property of the County and are to be 6 delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. ARTICLE 12-TERMINATION: 12.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the reason and date upon which termination becomes effective. Upon termination, Contractor shall deliver all Equipment and any other material supplied to Contractor by County, as well as any documents belonging to County. In such event, Contractor shall be compensated for all Services satisfactorily completed up to the date of termination for such Services. ARTICLE 13—NOTICE 13.1 Any notice required under this Agreement shall be personally delivered,mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Facilities Management P.O. Box 850 Eagle, Colorado 81631 (970)328-8786 (p) (970)328-8899 (1) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8699 (f) The Contractor: Justin Hale Citadel Security and Investigations / 133 Airpor4 flood Rifle,CO 81650 I (877) 639-4301 (p) (970)625-8333 (1) 13.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. ARTICLE 14—INDEPENDENT CONTRACTOR 7 14.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between County and Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of County. ARTICLE 15–INSURANCE REQUIREMENTS 15. 1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: Workmen's Compensation, disability benefits, and other similar employee benefit acts with coverage and in amounts as required by the laws of the State of Colorado; Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and$1,000,000 for property damage, each occurrence. Eagle County, its subsidiary,parent, associated and/or affiliated entities, successors, or assigns, its elected officials, employees, agents and volunteers shall be named as additional insureds. Commercial General Liability and Professional Liability. This policy shall include bodily injury,property damage and professional liability coverage. The policy shall be endorsed to include(i)master key coverage; (ii) coverage for" care- custody—control" of property of others; (iii) coverage for operation of mobile equipment if required as part of any event or Services to provided; and the policy shall be endorsed to include the following additional insured language: "Eagle County, its subsidiary,parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents and volunteers shall be names as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such coverage shall be maintained in the following minimum amounts: General Aggregate: 2, 000,000 Products/Completed Operations Aggregate: $2,000,000 Each Occurrence Limit 1, 000,000 Personal/Advertising Injury 1, 000,000 Umbrella Liability per occurrence and in the aggregate$ 3, 000,000. 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER BY: �� /�.« Keith P. Montag,Cou • Manager CITADEL SECURITY & INVESTIG• " IONS By: / Title: GE 0 9