HomeMy WebLinkAboutHalsey, Hart dba Extra Duty Solutions, LLC - Independent Administrative Services Agreement HART i
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INDEPENDENT ADMINISTRATIVE SERVICES AGREEMENT
This Professional Services Agreement (this "Agreement ") is entered into
as of the 11 day of , 2016 (hereinafter the "Effective Date ") by and
between Hart Halsey LL dba Extra Duty Solutions, with principal office at 191 Post
Road W, Westport CT 06880 (hereinafter "Company "), and City of Yakima, with
principal offices at 129 N. Second Street, Yakima, WA 98901 (hereinafter "Client" or
"City").
WITNESSETH:
WHEREAS, the Client desires to retain the Company to provide certain
services to the Client on the terms and conditions hereinafter set forth, and the Company
desires to continue to perform such services on such terms and conditions;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto do hereby agree as follows:
1. Administrative Services.
a) Subject to the terms and conditions hereof, the Client hereby engages
and appoints the Company to administrate the Client's off duty
program. This will entail:
I. Engaging with individuals and representatives of companies,
organizations and institutions who wish to hire officers to work off
duty details (hereinafter "Customers ") via phone, website
interaction or email to explain program rules and rates, vet new
customers per department's guidelines, execute the new customer
process, receive requests for off duty details, confirm off duty
details and to gather and communicate any related pertinent
information and feedback.
II. Scheduling off duty details with department personnel in a manner
consistent with department rules. Communicate as needed with
department personnel to confirm detail assignment scheduling and
details worked.
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City of Yakima and Hart Halsey - Page 1
III. Invoicing Customers and following -up on invoice collections in a
manner agreed upon with department leadership.
IV. Manage officer payment process either via direct payments from
the Company or through the Client's existing pay roll system in a
manner agreed upon with department leadership.
V. Manage the feedback loop i.e. initiate and field feedback from
customers (good and bad) then share with the appropriate parties in
a timely manner
VI. Provide department leadership with appropriate reporting and
transparency into the program on an on -going basis.
b) Client can elect or deny the financial risk mitigation option; check
either option below:
Accept financial risk mitigation option: Company will remit payment for all off
duty hours worked to the Client or officers directly on the week of the detail. The
payments from the Company to the individual officers will be unaffected by the
timing and success of collections. Associated financial risks and costs, such as
credit risk (the risk of a Customer not paying) and any "float" costs incurred are
solely the Company's responsibility. See Appendix A for operational details.
Decline financial risk mitigation option: Company will pay individual officers
or the department upon receipt of invoice payments from Customers.
2. Term.
The term of the engagement shall commence on the Effective Date and continue
until for one (1) year after the Effective Date unless terminated earlier by either
party. This Agreement shall be automatically renewed for successive one (1) year
terms upon each anniversary of the Effective Date unless terminated by either
party. Either party may terminate this Agreement upon thirty (30) days' prior
written notice to the other party. In the event of any termination of this
Agreement, the Client shall be responsible for any portion of the compensation
owed to the Company under paragraph 3 for any services rendered prior to such
termination. If the Company should breach a material obligation under this
Agreement, the Client shall give the Company written notice of such breach and
provide the Company an opportunity to remedy such breach within thirty (30)
days of such notice. Failure to remedy any such breach within this time period
will constitute sufficient grounds for termination without any further notice.
Material obligations shall include, but not be limited to, the filing of bankruptcy
or similar procedure due to insolvency, any unapproved assignment of, or
repeated non - performance of Company's obligations under this Agreement; any
breach of Company's representations and warranties; or termination or lapse of
any insurance coverage or policy obligations.
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3. Payment and Invoicing Terms.
a) In consideration for any and all services which the Company shall
render to the Client pursuant to this Agreement, the Company shall
charge the Customer an administration fee of $2 per off duty hour
schedule.
b) Costs associated with the financial risk mitigation option are detailed
in Appendix A.
c) Invoicing:
I. If the Company receives Customer invoice payments directly and
Client selected "accept financial risk mitigation" option in Section
1.b, Company will pay Client or officers directly on each Friday for
all details worked on the prior seven (7) days.
II. If the Company receives Customer invoice payments directly and
Client selected "decline financial risk mitigation" option in Section
1.b, Company will pay Client or officers directly within five (5)
business days of receiving Customer payments.
4. Changes.
Client may, with approval of the Company, change the scope of services to be
offered. Such changes shall be made in writing and accepted by the Company in
writing.
5. Standard of Care.
a) The Company warrants that services shall be performed by personnel
possessing competency consistent with applicable industry standards.
b) Manner of performance by Company
I. Company shall work closely with Client's personnel to the extent
required and, if necessitated by the nature of the services under the
Agreement. Company agrees to use its best reasonable efforts in
its performance and agrees that completion of the services within
the agreed upon time period is an essential term of this Agreement.
Client will provide reasonable working space and access to Client's
facility as may be reasonably required for the performance of
such services. Company shall make available to Client
periodically upon request, work products and other information
as may be necessary to enable Client to verify that Company is
proceeding in accordance with any general specifications.
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II. While at the facilities of Client, Company and its staff shall
observe and follow the work rules, policies and standards of Client
including but not limited to Client's rules, policies and standards
relating to security of and access to Client's facilities; telephone
information and intellectual property.
III. Company shall appoint a member of its staff to be the single
primary responsible individual for delivering Company's services
to Client under this Agreement.
IV. Company shall keep complete and systematic records of all
services purchased by Client. Such records shall include any
records relevant to any costs, expenses, or payments incurred or
made by Company on behalf of Client, any financial records,
procedures and such other documentation pertaining to Company's
performance under this Agreement. Company shall preserve all
such records for the longest of the following two periods: (i) a term
of 5 years after termination of this Agreement or (ii) in accordance
with the record retention period mandated by any applicable law.
In the event that a legal matter arises requiring preservation of
certain records, Company shall suspend destruction of such records
as requested by Client or any governmental body. During the term
of this Agreement and, thereafter, in accordance with the
applicable record retention period, Client shall have the right to in
inspect, copy and audit those records identified in this Section
5.b.iv during regular business hours. THIS RIGHT SHALL
INCLUDE, BUT NOT BE LIMITED TO, THE RIGHT TO
INSPECT, COPY AND AUDIT ANY RECORDS THAT MAY
PERTAIN TO INVOICE RECORDS, CONTRACTS WITH
THIRD PARTIES, PAYMENTS RELATING TO THIS
AGREEMENT, AND CORRESPONDENCE.
i. The records relating to the Services shall, at all times, be subject
to inspection by and with the approval of the City, but the
making of (or failure or delay in making) such inspection or
approval shall not relieve Company of responsibility for
performance of the Services in accordance with this Contract,
notwithstanding the City's knowledge of defective or non-
complying performance, its substantiality or the ease of its
discovery. Company shall provide the City sufficient, safe, and
proper facilities and equipment for such inspection and free
access to such facilities, and/or send copies of the requested
documents to the City. Company's records relating to the
Services will be provided to the City upon the City's request.
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City of Yakima and Hart Halsey - Page 4
ii. Company shall promptly furnish the City with such information
and records which are related to the Services of this Contract as
may be requested by the City. Until the expiration of five (5)
years after final payment of the compensation payable under
this Contract, or for a longer period if required by law or by the
Washington State Secretary of State's record retention
schedule, Company shall retain and provide the City access to
(and the City shall have the right to examine, audit and copy)
all of Company's books, documents, papers and records which
are related to the Services performed by Company under this
Contract.
iii. All records relating to Company's services under this Contract
must be made available to the City, and the records relating to
the services are City of Yakima Police Department records.
They must be produced to third parties if required pursuant to
the Washington Public Records Act, Chapter 42.56 RCW or by
law. All records relating to Company's services under this
Contract must be retained by Company for the minimum
period of time required pursuant to the Washington State
Secretary of State's record retention schedule.
6. Independent Contractor.
Client acknowledges that the Company is an independent contractor and, as such,
shall be responsible for all taxes and other expenses attributable to the rendering
of its administrative services hereunder to Client. This Agreement is not intended
to, and shall not be construed to; create a joint venture, partnership, or
employer /employee relationship as between the parties. Neither the Company nor
its employees or agents shall look to Client for vacation pay, sick leave,
retirement benefits, Social Security, disability or unemployment insurance
benefits, or other employee benefits; nor shall the Client, or their respective
employees or agents look to Company for the same. Neither Company nor Client
shall be or become • liable or bound by any representation, act, or omission
whatsoever of the other made contrary to the provisions of this Agreement.
7. Limitation of Liability.
Notwithstanding anything to the contrary in this Agreement, neither party shall be
liable to the other for any special, indirect consequential, lost profits or punitive
damages.
8. Indemnification.
a) The company Hart Halsey LLC, agrees to defend, indemnify, and hold
harmless the client City of Yakima, its officials, officers, employees
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City of Yakima and Hart Halsey - Page 5
and agents from any and all suits, judgments, actions, claims,
demands, damages, and costs and expenses, including reasonable
attorneys' fees, which result or arise out of the sole negligent acts or
omissions, if any, of the Company, its officials, officers, employees or
agents.
b) The client City of Yakima agrees to defend, indemnify, and hold
harmless the company Hart Halsey LLC, its officials, officers,
employees and agents from any and all suits, judgments, actions,
claims, demands, damages, and costs and expenses, including
reasonable attorneys' fees, which result or arise out of the sole
negligent acts or omissions, if any, of the City, its officials, officers,
employees or agents.
c) If any suits, judgments, actions, claims or demands arise out of or in
connection with the negligent acts and/or omissions of both the
company Hart Halsey LLC and the client City of Yakima or their
officials, officers, employees or agents pursuant to this Agreement,
each party shall be liable for its proportionate share of negligence for
any resulting suits, judgments, actions, claims, demands, damages, and
costs and expenses, including reasonable attorneys' fees.
d) The terms of the section shall survive any expiration or termination of
this Agreement.
e) Nothing contained in this Section or this Agreement shall be construed
to create a liability or a right of indemnification in any third party.
9. Severability.
Should any part of this Agreement for any reason be declared invalid, such
decision shall not affect the validity of any remaining provisions, which
remaining provisions shall remain in full force and effect as if this Agreement had
been executed with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties that they would have executed the remaining
portion of this Agreement without including any such part, parts, or portions
which may, for any reason, be hereafter declared invalid. Any provision shall
nevertheless remain in full force and effect in all other circumstances.
10. Insurances.
Both parties specifically agree to maintain adequate insurance coverage for the
services in this Agreement.
a) At all times during performance of the Services, Hart Halsey LLC d/b /a
Extra Duty Solutions ( "Company ") shall secure and maintain in effect
insurance to protect the City and the Company from and against all
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City of Yakima and Hart Halsey - Page 6
claims, damages, losses, and expenses arising out of or resulting from
the performance of this Contract. Company shall provide and
maintain in force insurance in limits no less than that stated below, as
applicable. The City reserves the right to require higher limits should
it deem it necessary in the best interest of the public.
b) Commercial Liability Insurance. Before this Contract is fully executed
by the parties, Company shall provide the City with a certificate of
insurance as proof of commercial liability insurance with a minimum
liability limit of One Million Dollars ($1,000,000.00) per occurrence
combined single limit bodily injury and property damage, and Two
Million Dollars ($2,000,000.00) general aggregate. If Company
carries higher coverage limits, such limits shall be shown on the
Certificate of Insurance and Endorsements and the City of Yakima, its
elected and appointed officials, employees, the Yakima Police
Department ( "YPD "), YPD police officers and agents shall be named
as additional insureds for such higher limits. The certificate shall
clearly state who the provider is, the coverage amount, the policy
number, and when the policy and provisions provided are in effect.
Said policy shall be in effect for the duration of this Contract. The
policy shall name the City of Yakima, its elected and appointed
officials, employees, the Yakima Police Department ( "YPD "), YPD
police officers and agents as additional insureds, and shall contain a
clause that the insurer will not cancel or change the insurance without
first giving the City thirty (30) calendar days prior written notice. The
insurance shall be with an insurance company or companies rated
A -VII or higher in Best's Guide and admitted in the State of
Washington.
c) Professional Liability Insurance. Before this Contract is fully executed
by the parties, Company shall provide the City with a certificate of
insurance as evidence of Professional Errors and Omissions Liability
Insurance with coverage of at least One Million Dollars
($1,000,000.00) per occurrence and an annual aggregate limit of at
least One Million Dollars ($1,000,000.00). The certificate shall
clearly state who the provider is, the amount of coverage, the policy
number, and when the policy and provisions provided are in effect.
The insurance shall be with an insurance company or companies rated
A -VII or higher in Best's Guide. If the policy is on a claims made
basis, the retroactive date of the insurance policy shall be on or before
the inception date of the Contract. The insurance coverage shall
remain in effect during the term of this Contract and for a minimum of
three (3) years following the termination of this Contract.
Professional Services Agreement Between
City of Yakima and Hart Halsey — Page 7
11. Indemnification and Certificate of Insurance Documents for Company to Obtain
from Customer.
Prior to authorizing or permitting any off duty work by the City's police officers,
the Company will obtain from the Customer on a form provided to the Company
by the City an indemnification and hold harmless agreement signed by the
Customer. The Company will also obtain from the Customer and provide the City
a certificate of insurance from the Customer as proof of the Customer's
commercial liability insurance with a minimum liability limit of One Million
Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and
property damage, and Two Million Dollars ($2,000,000.00) general aggregate. A
One Million Dollar ($1,000,000) aggregate will be acceptable for a separate
special events policy. If the Customer or Company carry higher coverage limits,
such limits shall be shown on the Certificate of Insurance and Endorsements and
the City of Yakima, its elected and appointed officials, employees, the Yakima
Police Department ( "YPD "), YPD police officers and agents shall be named as
additional insureds for such higher limits. The certificate shall clearly state who
the provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of
the services provided by off duty officers to the Customer. The Customer's policy
shall name the City of Yakima, its elected and appointed officials, employees, the
Yakima Police Department ( "YPD "), YPD police officers and agents as additional
insureds, and shall contain a clause that the insurer will not cancel or change the
insurance without first giving the City prior written notice. The insurance shall be
with an insurance company or companies rated A -VII or higher in Best's Guide
and admitted in the State of Washington or a licensed surplus lines carrier.
12. Disputes.
The Company and Client recognize that disputes arising under this Agreement are
best resolved at the working level by the parties directly involved. Both parties
are encouraged to be imaginative in designing mechanism and procedures to
resolve disputes at this level. Such efforts shall include the referral of any
remaining issues in dispute to higher authority within each participating parties'
organization for resolution.
13. Survival.
Sections 2 through 21, inclusive, of this Agreement shall survive the expiration or
termination of this Agreement in accordance with their terms.
14. Notice.
Any notice required or permitted to be given under this Agreement shall be in
writing and deemed effective if either delivered in person or by overnight courier,
Professional Services Agreement Between
City of Yakima and Hart Halsey — Page 8
facsimile or first class mail, certified with return receipt requested, or email.
Notices to the Client shall be delivered to:
TO CITY: City Manager AND TO: Chief of Police
City of Yakima Yakima Police Department
City Hall - First Floor City of Yakima
129 North Second Street 200 South Third Street
Yakima, WA 98901 Yakima, WA 98901
Dominic.Rizzi@yakimawa.gov
-
Notices to the Company shall be delivered to:
Hart Halsey LLC
191 Post Road W
Westport CT 06680
Attention: Adam Bryan
Email: ABryan@HartHalsey.com
15. Assignment.
The Agreement is not assignable or transferable by Client. This Agreement is not
assignable or transferable by the Company without the written consent of Client,
which consent shall not be unreasonably withheld or delayed.
16. Entire Agreement; Modification.
This Agreement constitutes the entire understanding between the parties hereto
with respect to the subject of the Company's engagement by the Client, as
provided for herein, and supersedes any and all other understandings, negotiations
or agreements relating thereto, and no modification to this Agreement, nor any
waiver of any rights, shall be effective unless agreed to in writing by the party to
be charged.
17. Section Headings.
The section headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
18. Choice of Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Washington without regard to the principles of
conflicts of laws.
Professional Services Agreement Between
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19. Review of Agreement.
It is acknowledged that the Client has had ample opportunity to review and
consider the terms of this Agreement and to review this Agreement with Client's
counsel and has voluntarily agreed to the terms presented, including, without
limitation, freely choosing that Washington law shall govern this Agreement and
all matters dealt with herein, and to waive any other rights it may have, in
consideration of the agreements set forth herein.
20. Counterparts.
Each person executing this Agreement on behalf of a party hereto represents and
warrants that such person is duly and validly authorized to do so on behalf of such
party, with full right and authority to execute this Agreement and to bind such
party with respect to all of its obligations hereunder. This agreement may be
executed in counterparts by original or electronic signature, each of which shall
be deemed to be an original, but all of which together shall constitute one and the
same instrument.
21. Force Majeure.
Neither party shall be responsible for delays or failures (including any delay to
make progress in the prosecution of any Services) if such delay arises out of
causes beyond its control. Such causes may include, but are not restricted to, acts
of God or of the public enemy, fires, floods, epidemics, riots, quarantine
restrictions, strikes, freight, embargoes, earthquakes, electrical outages, and
severe weather.
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
the date first set forth above.
CITY OF YAKIMA HART • LSEY LLC
By � By
Jef tt(er, Interim City Manager Adam Brya
Date: ( � Del itle (. 0
ATTEST:
(ka r.
B Y I'LL
City Clerks �; �� . ✓ � ��
� tip ` _.- fl u �+ s
City Contract No.: ,al 6 - Q S 9 � � `�� '•
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Resolution No. 1 ij
Professional Services Agreement Between
City of Yakima and Hart Halsey — Page 10
STATE OF CONNECTICUT )
r Orctcf--6A-
) ss. d CCLtl�.9 C x COUNTY OF 1 V�'c) )
I hereby certify that I know or have satisfactory evidence that Adam Bryan is the
person who appeared before me, and said person acknowledged that he signed this
instrument and is the G 0 0 of Hart Halsey LLC dba Extra Duty
Solutions, and on oath stated that he was authorized to execute the instrument and
acknowledged it to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.
DATED this day of April, 2016.
// Ak
Print Name: �411IS
NOTARY PUBLIC in for the State of
Connecticut, residing at .- 9(( 05'4vA-P
My appointment expires: 3( r 9 - 0 20
Donald Jones
Notary Public
State of Connecticut
Commission # 140929
My Commission Expires March 31, 2020
Professional Services Agreement Between
City of Yakima and Hart Halsey — Page 11
APPENDIX A: FINANCIAL RISK MITIGATION
The financial risk mitigation option can be operationalized in either of two methods:
Method One. All credit -worthy customers are offered net 45 payment terms on all off
duty details. Company accepts credit risk on all such customers and finances the
financial float associated with payment terms.
Company has the right to deem particular customers non - credit -worthy and require pre-
payment from such customers. Company agrees to not designate any customer as non-
credit- worthy, which has been a recurring customer, in consistent good standing, with the
Client's off duty program for at least one year, and/or is publically traded.
The cost associated with this method of financial risk mitigation is $.75 per hour. This
fee is in addition to the program administration fee detailed in Section 3.a.
Method Two. Each individual customer is given a choice regarding payment terms. All
customers can select:
a. All off duty details are prepaid. Customers must pay for each detail in full
prior to the start of the detail.
b. The Company creates an escrow account for the Customer. The Customer
prepays an agreed upon amount, determined by their expected off duty usage. When the
account gets close to zero the Company informs the Customer to "reload ".
Customers deemed credit -worthy can also choose:
c. The Company extends credit to and accepts credit risk from the Customer and
charges the Customer a financing fee for this service. The finance fee is 5% of the off
duty hourly rate and is in addition to the program administration fee detailed in Section
3.a. Specific Customers may be charged a lower finance rate, or finance rates only for
details they choose to not prepay. They specific finance fee temis are agreed upon
between the Company and the Client.
Professional Services Agreement Between
City of Yakima and Hart Halsey — Page 12