HomeMy WebLinkAboutHart Halsey, LLC dba Extra Duty Solutions - Independent Administrative Services AgreementDUTY
ONS
INI)EPI,-'NDI,.N'['AD,%�'ITNIS'T'R,A FIVE SERVWES AGRI-A-AIENT
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This protessional Services Agreement (this -Agreement,,.) is entered into as ofthe
day of 11 2021 (hereinafter (lie -ILTI'ective Date-), by and betvveeii Hart I lalsey
I.,.[,.0 di)a F`xt-r , a DL)tV Solutions. with principal office at I Warci-view Dr. Suite 101. Shelton CT
06484 (hei-einafter'*Cot-iit)an� "), and the Citv ot'Yakirna. with principal office,, at 129 N, Second
Strect, Yakima, %VA 91TTO-10lereirtafter "Client .').
J - N L` S S I---- T IT
Wl,tt,'RE,,,\,S. the Client desires to retain the C'orrlpany to provide certain services to
the OiQnt on the terms and conditions hereinafter set forth, arid the ('oniparvy, desires to continue
to perforill SLICII services oil such terms arid conditions:
NNOW'.11 If"REFORF. in consideration of the prenilsesand ofthe Mutual covenants
Qontained herein- tho parties. hereto (to hereby agree as Ioflows-
1. Administratin-e Scrvices. Subject to the terms and conditions hereol', the Chent hereby
engages and appoints the Company to administrate the Client's extra duty program.
'Phis will entail.
1. 11"nuaging with individUals and representatiNes of companies, organizat)(als
, Ct-
and institutions who wish to hire officers to work cxtra duty details
(hereinafter -Custorners") via phone. %vebsite interaction oi° email to explain
pray g - department's guidelines.
,rani rules and rates. vet new custon-ters pet
ox,cttte the nowt: customor process. receive dut,.\,
confirm extra d6ty, details and to gather and communicate ally related
pertinent Hil'on-nation and J`eedback,
Ilw Scheduling extra duty details \,,vith department personnel it as Manner
consistent with department rules, COIT11111,11liCaW as needed with department
personnel to confirm detail assignolent SChedUling, and details Nx`orked.
I I _,
HL invoicing Customers and Colloxving-up oil invoice colleallons in as manner
aLrced Upon \\ith department Icadership.
IV. Manage offilcer payment process in Conj unct lon klith thQ Client's existn'12
Pay roll Process Cadence. Company will pay tile Client for ()I-ficer paN, VIO
Check andl/or direct deposit.
VCollect. from Customers. and pLlY to tllc Client within pa\ meat s detailed in
Section IJV, ally Client administrative Ices at a levcf specified by the
Client.
VL Manage the Iacdback loop i.e. iriltiate and field feedback from CUSUMICT'S
Q00od and bad) then share with the appropriate parties ill a timcly, manner
\111, Provide deptirtnient IeadQrship \vitll appropt-law reporting and transparency
into the proigrarn Z11:1
oil an on -going basis.
Vill. Accept all Customer credit risk and finance. at solc cost it) the Company,
Lill financing -11MICcosts associated �vith invoicing Customers. Invoice
remittance timinu will not affect (lie time ol'pay roll and adill In ismat ive fee
payments Company must pay ChQnt under Sections I IV and IN, See
appendi,\ A flor operational details,
Term
The term (it' the engagenient shall commence oil the Filective [)are and coraintle Until
z:1 471
midnio lit on December ')I . 2026, 'I'll Is Agreement \0 I autornatica I k, rerle\� Cor at No (5)
year period unless notice is Liver) PUNUaIll to this section to terminate the Aln-Qcnient,
Frilier party may terminate this A.greemellt Upon 11111-1-V (-','0) days' prior written notice to
the other pari'v.
Pavinent and lnvoicin&jFL
In consideration for ariv and all services which tile, Compam shall render to the Client
pursuant to this Agreement, the Ctmilparly Shaall charge the Customer in administration Jec
zr
of, IM,,6. Thc admi Ili stration flee will be applied to an\ extra dLlt\ revenUc, including, bUt
not limited to, oflicer pay. cruiser 1'ees. K9 fees, flare I Ces, etc,
CUStOrneN ROCIle bruit and Yakinla Valle v klernorial I-Itispital v�ijf be chariged are P`()
administration lie. not 10%.
4. Chan
Client may, kith approval oCthe Comparly. chanpe the scope of' set-\ iCeS to I-),e 01'lerc(L
SUch clian les shall be made ill �\ritino and accepted by the Compam Ill \vrititlj:,�.
L I
Standard of'Care
The C -med by Im-sonnel
,0 ompany warrants that services shall be peri'M
possessing, C0111pete1lCV CMI.SiSteal with applicable industry standards.
b) N'lanner offlertormance by Company
L Company shall appoint a member of its staff to be the single primary
respon4le individual for delivering Company's services to CliClIt Unde'r
this Agreement,
11. Company, shall keep complelc and systematic recoi,ds of all services,
I)LIrChuSed by Client. Such records shall ilICILICle, all v, records relevant to
an-v costs, cxpenscs. or payments incurred or made by Company (.III behalf'
ol'Cliem, any financial records, procedUrCS and Such other docurticruati011
pertaining to Comparty's perfomance under this AgrccmenL ("Oulpany
shall preserve all Such records for the longest of'the 1`61lowill", t',N,-o periods:
(1) a term of5 years after termination of this AL, ii) in accordance
reenient or (I
with the record retention period tnandawd by any applicable lals,. In the
event that, a legal matter arises requinnt, prescrxation ()I' certain records,
Company shall suspend &SMIC0011 Ot'SLICII records LIS reqUQsted by Client
Or IIIINI governmental body, During the term of this Aeroemellt and.
thereafter_ in accordance with the applicable record rQlennon period. Client
shall have the right to in inspect. collk 'ind audit those records identified in
this Section 5,b,il during rcL�Ulilr btlSilless llours
i. The records relating to the Services shall, at all timesrhe subject to
inspection by and with the approval of the but the making of' (or
lailUrC or de]Zlv ill ITIZAJ11(l) such inspection or approval shall not rclleVc
Company of responsibility for performance of the Services in
accordance with this Contract. noiNvithstandim-, the ('itv*s knowledue of
defective or non -complying' perl"ormance. its substantiality or the ease
of its discoverv. Company shall provide the City SUffiCient., safic, and
proper facilities and equipment for such inspection and Free access I(,)
such fa acilities, and/or send copies c& the d requested OCUlnents to the
Citv, 'Coln)and Ns records relating to the Ser,\ices \N,111 be provided to
tile City upon tile City's requQst,
i i. CompanY shall promptly furnish the City with such information and
records which are related to the Services of this Contract as niaN, be
requested by the City. IJiull the expiration of' five ( 5) years after I mal
payment Of the Compensation pavable under this Contract. or for as
longer period it' required by law err by the \Vashington State Secretary -
of State's record retention schedule. Company shall retain and provide
tile City access to (and the Citv shall have the ri,;ht to examine. audit
and, copy') all of Company's books, docuntents, papers and records
xviliell tare rolmod to tile ',orvivcc, perflorn-ied h,COMPZ111V Under ihi�;
Contract.
ill. All records relating to Company's serviCeS Under this Contract FIILISI
be made: available to the City. and the records relatijiL,, to the services
are City, of Yakinsa Police Department records, TlIvy RILISi be produce([
to third parties if' NqUired pursuant to the Washington Public Records
Act. Chaptei-42,56 RCAV or by law. All records relating to Co pa ys
' I 111 11 ,
serviceson
Under this Contract 111LISt be retained by Company tor the
IllilliflIL1111 period of time reqUired PLII-:aLIallt to file Washington State
Secretary ol'State*s record retention schedule-,
11L Company shall successfully complete a SERV, 0ICE'
zm �— '1-1-1--RQANlZ,,Vf LOLN.)J,
type 11 alLidit on 110 less than as hi -annual cadence.
Resulting auditor reports will be made available to CliCIlt LIPOII re(ILICS1 at
any time,
Company shal I store any electronic I riformation received in file perl'or rnano:e
of, this aoreement oil servers which are 11OLlsed and maintained in ISO
t-
27001ccrtified and CJts (Criminal Justice fritormatioll Services) compliant
data centers,
V. IndividUals representing the Client in the perl'orniance ol'services detailed
in Section 1.1 must be W2 employees cal` the Company all(], collectively, be
6. Insurancc.
6.1 kVithoutlimilingan Z7
I - y obligations or liabilities ONJIC CornpWiv,the 01millian\
shall purchase and maintain. at its own expense the mininitim inSUrance coveraL,
ge listed in
Section 7 \vith insurance cornpallIeS dLI1V licensed ill the Client's State (admitted insurer)
Nvith ain AM Best. Inc. rating, ol'A-X ( 10) or above and an eClUivalent qualified unlicensed
Insurer by the State (non -admitted insurer), Failure to mainLaill inn Urance as specified may
result in tormination ot'this Agreement ill the Clicni's option.
6.2 No Rgrescraution of'COVCiatoe iNijecluacy, By requiring irISUrance hercin. the Client
does not represent, that coverage and limits will be adequate tca protect the Company. The
Client reserves data right to rcviQy% anN and all ol'the insurance policies an&lor endorserylellis
cited ill this Aereement but has no obligation to do so. failure to demand such evidence
of'full compliance kith Lhe inSUrance requirements set ['orth in this Agrectilent or fiallare to
identil�, an,,, insurance deficiency shall not relieve the Company ftc)rn. nor be construed or
deemed as waiver of' its oNigation to maintain the, required inSUrance at till times'L ng the
I U I'[i
performance of` this Agreement.
6.3 Additional insured, All insunince coverage and SC1t'-inSL1red retention or dedLICtible
portions, except Worker-'s Conipensati011 HISLIrallCe Lull Prol'essional Llabilit\ inSUrancc it'
applicable, shall nanw, to the fullest extent permitwd bs,la%v 1�)r claims arisinl-,, 0La 01'thc
pei-l'ormance of' this Ag ,rcement, the Client. as Additional IIISLIred as specified Under tile
respective coverage sections ol'tlii,-,, Agreement.
t-1
OCt2\er°qoo� -Lt�gm All inSUrancc i-ccluired herein shall lie mainUliflCd in fall' t'orce and
efl`eCt until Lill Services reqUilVd to be perf'ormed Under the terms of this Agreement is
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sanstiactcarily perlornaetl. ccanipletec and t arnaally accepted hy' tlae Client, trraless specified
catlaer\rise in this Agreement,
6.5 Primary Insurance-: The Company's insurance shall be trinan- i11Sa r anc as respects
l,erfitirrratataee cit saah ec t AL,reem nt and In the protection of the Client its an Additional
Insured.
6.6 "lairaas Made. In the event any inst raance policies regUired ;by this Agreement are
written care as ..c;latiras made" basis. coverage shall extend, either by keeping coverage in
tiircc car- pttt-claasint; all extended reporting,option. for three (3) years, past completion and
acceptance of tile Services evidenced bN SUbmi sion Of atntlLraal Certificates of' Insurance
citing applicable coverage is in force and contains the provisions as requiredherein for the
three year period, ;
6,7 Wiliv r, The Ccr€ in-icrc Taal General Liability and Business ALA011101111C policies Shall
contain as Waiver of rights of recovery (subrog,iticata) aapainst the C"Beret, its aargetlt:s.
representatives, officials. directors. offlicers. and eraaplovees For any clairats arising out of
tlae Services ices of, the Company. The Company Shall aar°raaa��,ac to ldaVe Stich stal1r-cr.0aitiarra
kraaivers incorporated into each policy via lormaal written endors—enlent laerelcr:
6.9 latalic�, Deductibles and el i€ stared Retentic nsr The policies requirement's sit I rtla
above provide ccav r°aaLa that contain deductibles Or self irastrt-CLI reteraticara aaraac>trnts.
Stich clecdcrctibles or selfinscrrcd retention shall not lie. applicable with respect to the policy
Iinaits provide to the Client, "File C "span shall be solely responsible liar aarat such
deductible or sell' irisa.are d retention airraourr .
6.9 Use crf'; Ubcontractor. If any Services under this Agreement are subcontracted in any
way. the Company -,hall exeCLAC Written aorcenlerat \� ith Subcontractor containing the same
Indemnification Clause and Insurance Retltrirements set forth herein protecting tine Client
and the Company. The C ompany shall liar responsible for eXcccrting til a "rcemerat with
Subcontractor and obtaining Certificates of Insurance verilN ing the instar nce
requirements.
6,10 I vicdence of lnst.rraangt L,o pricer, to commencing, any :`per\, ices lender- this Agreeralent. Company shall furnish Client vvirh C ertitiCLIWS(S) cif` Irastrrance. issued b\1 Company's
Instarer(s) Is evidence dun, polices are placed with acceptable irasctrers Is specified herein
and provide the regUiretd coo raoe's. conditions, and limits ot,co eragc specified in this
Acre 4rnacrat and that strcli coveragte and provisions are in till] tcarce and cil` ct. Acceptance
and reliance by the Client on a C'ertifkate t-rfInSUr•aance shall not \sari%e or alter- in aarro maav
the insurance requircments or obligations of this Agreement. Such Certilica e(s) shall
identify the Company aaacd be sent to the appropriate Client r°epreseratJau e. If any of' tile
above cited polices expire during the lit of this Agreement. it shall be the (onapaany s
re.iponsibility try- ranvard rc:ncwat C'+�r-tiri�;aitcs v�'atftira tiny r atrt �tayw altar he rQnQN�,:al chatc
contaainim, all the a aforemellLioneu inSUrance pro\,is,it ns, Certificates shall zipecific;aally
Client the liillov ino provisions:
aa) The Client. its agents, representatives. c-ad°lmcers, directors. officials and employees
are Additional Insureds as follows
Commercial General Liability ISO Form ('I(".; 20 10 04 13 or.
equivalent,
I .;'litter Liabi I i ty under ISO Form CA 20 48 01C(IL1 i v alcii t.
H[ J`xeess Liability Follovv Form to underlyi
inL71 insurance.
b) Company's insurance shall be primary JoSUrance as respects performance of this
reellient-
c ) All Commercial General I-iahility.AUtOulobile and FAcess Liabilit" policies %�aive
rights, of recovery (SUbro),atiorl against tile ('11C]IL its aoents
of'f icers. directors. officials and employees 11or any claillis ar-s*rig- out of'Services
pci-tlormed by the Company under this Agrem eent,
d) Certificate shall cite at third (30) day advance notice cancellation provision. If
ACORD ('CrtifICLItC Of' 111SUrance t01-111 is Used, the phrases in the cancellation
pro\ ision "crideavor to- and bUt 111HUI-0 to Mail SUCh 110tiCe Shall Impose 110
obligation or liability ol'any kind U11011 the company. its agents or representatives`""
I
shall be deleted. Certificate lornis other than ACORD torm shall have sil-rillar
-ig reStr C1 C lallU UL Ze deleted,l
T &jgired lrisuraiL,�� CLO
_ _ vcrw,,��
a) Commercial General LiabilitV 111SURUICe. Company shall maintain -occurrence-
from Commercial Liability insurance vvith an linlit of' riot less than Six N4illim
Dollars (S6.000,000) or each occurrence, Before this Contract is fully executed
by the partiesCornpany shall Provide the Client with a certif-1c.1te of,insUrolice as
proof' of commerciii, liability insurance with a minimum liability lin,iii, of Six
N,fiIfl1on Dollars (S6,000,000.f1) per CCL-1-ClIce c011ibined sink c limit bodilN in' U I'N'
and property darrialw. and Sevcn Million Dollars t 7,000,tl ti.00) general
apore,late. A combinadon vvith an excess or umbrelia policy may be used to achieve
limits. The certifiteate shall clearly state \vho the provider is. the Coverage aniount.
the pohc� number, and when the poficy and provisions provided are in Lft'ect. Said
policy shall he in efTect flor thC dUrati011 of this Contract. The iuSUrance shall lie
with an insurance company or compa.niQs. rated A-X or hi4(her ill ANI BesCs.
b) Prot'essional Liability 111SUrance. Company shall maintain Prot'essiorial Liability
ilISUrallCe coverinc errors and omissions arising out ol'ilic Services performed b�
Company, or anyone employed by Contractor, or anyone 16rmhosc acts. mistakes.
errors and omissions Contractor is legally liable, With an liabilitv insurance hin't of
Three Nfillion Dollar. (S3,000,000) each claims and Three Ndillion Dollars
(S3,000,000) a�,gregate all claims. Prol'essional Liability coverage specificalk
shall contain contractUal, liability insurance Qoverini, the contractual obligations of'
this AgroQnwnt. The certificaw shall cicirly swtv who dw provider is, the aniount
cal" coverage. tile policy number. and �khcrt the policy and provisions provided are
ill eftect. The insurance shall be with an insurance company or comparties rated A-
VfI or hiidier bv AM Best, In the event the Prof'icsslonol Liability 111SUrance pol1c\
is writtert (),It as -claims made" basis. coverage shall extend for three (1) years past
completion and acceptance of' the Services. and Contractor shalt be 1-C(lUired to
SUbmit C'ertificates of Insurance's evidencing proper coveraoe� is ill efTect as
required above,
c) Palit—breach atac Privaev SeCUritV., C'011111,111�SlIall inaintain first party, data breach
covenage, NN'Ith third party privacy liabilit\ and third part-, ilet��ork seCLIJAN liabilit"
c(:wcrcd, Policy \vill cover I-CLILilatory delense. FIIICS and compensator�
awards, PC I titles. Jaen aloes Lind assessments, COIIII)LItCr- 101`CIISICS, 110tifiCdti011 COSts
and credit or ID protection costs vNith a liniii of' (,)tie Million Dollars (SI,000,000)
per occurrence and agoregate,
LI C
(1) LnmLIcL)vee Theft, Cottipativ shall niai i -aC iTICILIdill" Main CnIP10'Vee tkft Covet(I t7
protection against forgery and alteration. it and OLItSide premises loss.
COMPLIter funds transfer loss and theft Of CLastcanaer properv,,. Policy cc-verage HI
inClUde flieft of' monies owed to Client liar employee payroll. Client extra dllt_\
administrative fees arid ('11clit cruiser t`ces. Liabili[N limit shall be at least I,i\e
Hundred Thousand Dollars (S500,000),
e) Automobile Liabiliry, Conipan\ shall maintain BLISiness Automobile Liability
111SUrallCe With as limit of, One Million Dollars (SI,000,000) per OCCUrrence on
Company's (,mned. hired and rion-ow-ned vehicle,; rise([ in file pertormance of the
Company's Ser,�,Ices under this Agreement, Coverage �611 be at Icast as broad as
111SUrance. Scrvice ()ffice, ]tic.. coverage code -I- any auto policy form ("A 00 01
10 13 OreCILlivalent thereo, I*. To the Fu I I est extent a I I owed lot- clainis irlsinu,
01.11, of' pertormance of' this Agreement, The Clienr. its agents, representatiVe.
officers. directors. officials and employ es shall he cited as Additional IIISUrcds
under the 111SUrance Service Officcs, [tic. 11usiriess AUM P01iCV DeSigilaWd 111SUred
F'ridorsenlent form CA 20 48 or equi�,,alent. ll'any ["Acess Insurance is utilized to
fulfill the requirements of this paragyraph, such Excess inSlArance shall be "Iollow
form" equal or broader ill coverage than the underl\ 1,11SUrance.
Workel'.s Coa 111SUrance. Fhe Company shall maintain Worker's
Compensation insurance to cover obligations imposed by federal and state statutes
having , ged ill the performance of'
, 'jurisdiction of the Company's employees en -a
Services under this Aareement and shall also maintain Ernployer Liability
Insurance lit'llot less thall One N"fillioll Dollars (SI.000,000) allele accicicill. One
X"lilljoll Dollars (SI,000,000) disease for each employee and One Million Dollars
(SI,000,000) disease policy linlit.
Select one option:
Utica at employees will not he covered Under the Company's worket's compellsa t loll
iIISLIrUIICQ, Chont shall be resp011SibIC I'MLIQtorn-mimut what. 11' any, vkorker',,,,
compensation coverage shall be required lorofficers �flde oil extra duty and Client
and/Or Customcr shall be responsible for obtaining and keepill(-,), ill f'orce ail) such
Worker's compensation IJISUrance co,�eraw (Ilat is reel tired,
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Client employces will be covered under file Cornpany*s %,�,orkcr's compensation
insurance which v\,orkingQxtra dLnN details paid forand schedtled by the Company,
Company will charge Customers an additional administration fee to cover the
market rate of tile %,vorker's compensation insurance. The rate may change oil an
annual basis with tile cost cif vorker's compensation insurance. and is in addition
to the administration fee detailed in Section 3, -File rate as of the F.ffective Date is
8, jnde iendent �jojjLtgctor L_ —
Cliem acknow\,ledges that tile Cornpany is an independent contractor and. as such, shall be
responsible lot- Lill taxes and other eNpenses attributabl(: to the rendering ofits administrative
services hereunder to Client. 11-iis A�reenient is not intended to. and shall not be construed
to, Create a joint venture, partnership, or eiriployUn'setuployee rel"'Itionship as between the
parties, Neither the Company nor its Cillployces or, agents shall look to Client for vacati011
PUNICk fCaVC. 1-CLirement benefits, Social Security, disability or unemployment insurance
benefits, or other employee benefits: nor shall the Client, or their respective employees or
ito�ents look t() Corripan cc Tile
t" y 'for the same. Neither Company nor `lit shall be or 1) o
liable or bound by an\- represen tat io ri. act, or omission ,vhaLS()CVer of the other nlade
contrary to the provisions of this Agrcernent. Client acknovviedges that, its officers shall at
ral time be considered to be employees of Company,
(), Limitation otTiabilltv.
Notwithstanding anythin L 1 to the contrary, in this Agreenient, neither party shall be liable to
the other for ally special, indirect consequential. lost profits oi- punitive damages.
l 0, IndernnificaLion Term&
I ni fication. TO the fullest extent perniffled hV laN . the COMP111W. Its SUCCe..SSOrS, aSS16, ns
and guarantors. shall pay. dellerid, inderrinify and ]told harrilless tile Client. its agents. offiwers,
offilcials Laid employces froln land ag,ainst all jC111ands, claims, PI-OCCQLfi11,1,'S. Suits daina,_,Qs
losses and expenses-, (inClUding but not linilted to attorney fices. court costs,, and the cost of'
appellate proeQedinos), and all claini adjustnient zinc] handiing expenses. to the extent relatill"
to, allsing out of or resulted from the negligent acts, errors. inistakes or omissions. of the
Colnjxlnv� its aaents, eiliployees or any tier of Conipany's SUbcontraciors related to the
Services ]a the peribrinance t;Cthis Agreerrient. CornpanV s duty to delend. hold harmless and
indernni f�l the Client. its aggents, ol"ficers., officials and einployces as set forth above shall arise
on1v In cornweti on vvith any clairn. darna, e. loss or expense that is attribl,llahlC to I-,K)dilv 111jury.
sickness disease, death or'in
jury to. irnparrinent, or dQ`~traction of propem including loss of'
use Of'rCS1,11ting thcret'rorn.
I ,
I 0IIISLirance I ridepe tide nee, insurance proNisions set forth in this Agreernent are Separaw and
n1dependent trean the it denlrILV prov, sions of this paragraph andshall not he construed in ally
way to lin-tit the scope attar]_rnagratude ol'the inderunity provisions, The indei-nnity provisions
Ofthis paragraph shall not he conStrUed In anN way to limit the scope and nia(unitude and
applicahilitV of tile ill'SURMCC provisions,
I I. LXCILI.Sive Use of' Services, The Services agyreed to be provided bN the Company w'thill
this Agreement are
for the exclusive use of the Client and the Company shall not erigage
in conflict of interest nor appropriate Client �,\,ork product or irillormation for the henetit of
any third party without conselit of' the Client. Specifically, THE COMPANY AGRI-IS
12. Scverabi
I i —tv -
Should any part of this Agreement 1'(,)r any reason be declared invalid, SLICh decision shall
not afTeet the validity of an\, remaining provisions. which ren,wining provisions shall
remain In full 60rce and effect and the parties shall interpret this agrecrrieni. il'possible, to
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contain a modified provision that is as nearly similar to the invalid provision in ternis of
intent oftlic parties as possible without Such modified pro\ is on itsclf'bclng invalid. aAny
provision shall nevertheless remain in full 6orce and effect in all othercircurnstances,
13. Survival.
Sections 2 through 12. inclusive, of this Agreement Shall SUrViVC the expiration or
termination ofthis 'Agreement in accordance xvith their terms.
14. Notice.
Any notice required or permined to be I-liVen, Under this Agreement shall be in N\ritmly and
deemed effective it' either deliverW in person or by overni�, lit Courier. fiicsimile or first
class malL certified with return receipt requested. or email, Notices to the Client shall be
delivered to:
T(.) 0 IY CitN- Marmoer AND 10Chiel, of' [,of ice
Civv of'Yakirna Yakima Police Department
City I hill First Floor City ot'Yakirnii
129 North Second Street 200 South Third Street
Yakinin. WA 98901 Yakima. WA 98901
Notices to the Company shall be delivered to:
I fart I lalsey
I Watervic\� Dr. Suite 10 1
Shelton CT 06484
Attention: Rich Milliman
l"I'mail: Rmifkman ft I lartl lalsev.conl
15. Assiunment,
The Agreement is not assignable or transt'erable by Clici% This Agreement is licit
assi-,111ahle or- transilerable by the Company WithOUt tile written consent of, ("fient. which
consent shall riot be unreasonably �xJthheld or delayed
W Entire ,k2recment. k4odificatiOn.
This Agrcernent constitutes the entire understanding betxxvcii the parties hereto with
respect to the subject
ject ofthe Company's engaggement by the Client, as provided tor herein
a ,
nd supersedes any and all other understandings. negotiations or agoreernents re�ating
therclo, and no modification to this Agreement. nor zin� \\Ltiver of any rio
C� 1=hts, shall he
effective unless agreed to in writing by the party to he charged.
17, Section I lead irazs.
The section headings contained in this ALlreement are liar rQ 6crcrice purposes only and shall
riot aflect in -all\- %xay the nicaning or silterpret,111011 Of dais Agreerncnt.
18. Choice ot'[,a\\-.
This Agreement shall be governed by sand construed and enforced in accordance \vidi the
lax\ s ol'the State ofWashington without regard to the principles ot'contlicts oflax-vs,
19. Revie\%,_LiCA,_,ree_njcj1t
It is ackno%\]QdL1cd that the Clicnt hays had L1111I1IC OppOl'ttlint)" to rcvicv,, and consider the
terms (if this .41reement and to review this Aareement xvith Client's counsel and [)as
\OlUutarily agreed to the terms presented, ifICILlIng. \xithout limitation, frecly choosing,
that Washington la%N, shall govern this Agrecment and all matters dealt \kith herein, and to
Nvaix`e ally o4ler rights it may hax`e. in consideration (if the agreenients set Corth herein,
20'taunter parts.
F,11ch Person executing this Ar ,reement can behall'ol'a party hereto 1,epresellts and \varrarlls
that such PQrs011 is duly in([ validly <110,1101_iZed to do SO 011 behall'cal 'SUCII Party, N\"ith fufl
riolit and authority to execute this Agreement and to hind SUCII party %vith respect to all of'
its obligations licreunder. This agreement ma\ be CXQCL1tCd in COU11tel-Pal"IS hV 011k!iMll or
electronic sionature, each of which Shall be deerned. to he an original. but tall Of Which
to ether shall COJIStitUtC one and the same illStrU.Ment.
g
21. Force LIN_
Neither part� shall be responsible for Mays oi- fictilure-s, (including any delay, to make
progress in tile Pf'OSCCUti011 LA' sane SCI-Vices) if such delay is caused by extraorfi)ary
eirCL1111"Stances beyond tile party's control and beyond [lie party's ability to commercially
reasonabh� xxork aWLInd, SUCII ClAUSCS MaV InclUdea bta are not restricted to, acts of'Ood or
of' the pLiblic, enemy� tires, floods, epidemics. riots, qUarantine restrictions. strikes. freight,
embargoesearthquakes. electrical 01.1talles. and severe weadicr.
IN WITNE'SS WHEREOF. tile parties hereto eNecute this Agreement as ol'the date
first set forth above.
(']'['Y 0 [-' V A k' 1'\Y,,l A 11 A DT I I A I QIA' I I t"
Fiv
13ob Harrison. City Manager
M
M
M
0tv Contract No.,_Xo —11
Rkcsolution
STA14, OF CONN ECTI CUT
COUNTY
Date�_ L
I herehy certify that I know or have satisfactory evidence is the
It who appeared before tile, and said person zicknowl edged that he signed this
instrument, an(] on oath staled that: fie was authorized to execute the instrument and
acknowledged it to be the free and voluntary act Of" Such party for the uses and put -poses
mentioned in tile inStRinient.
DATED this day of' ge 2016,
Print N`anic:
Nth 1 A R Y B I I in and 11or the Stale of'
C01111C.CfiCUI, tVSiditw at
, - pollitn')eIll expires: 'VIN ap ------
SHERIF ABOUHASHEM
NOTARY PUBLIC
State of Connecticut
My Commission Expires 7131/2025
APPENDIX A: CUSTOMER PAfir Y[ENTI)FI-AIL
S
All credit -worthy CLISJO[Tters are offered net 30 payment terms oil all extra duty details, ComparIN
accepts Credit risk Oil call SUCh customers and finances the financial I'least associated with payment
t e r i i is.
Comparry has file right to deeni particular CLISLoniers non-credit-wot-thyand reqUirC pre -payment
agrees to not designate all)'CLIStOnler
from or credit card on File fi-om SUCh CLIStOMMS. Compan�
its non-credit-wor- tliv, which has been a weekly recurrin" CUStOrner, in consistent good standing
vVith tile ClicriCs extra duty program Cor at learn one year.
Customers deemed to be non-credit-wortliv, and customers wishinu not to be invoiced for serviced
rendered, wl 11 have (lie option of pre-payint, vul check, credit-card, oi- escrow account. Company
has the right to charge a processing lee for credit card transactions of
I t'a CUStOnler Uli]iZCS the Sel-ViCCS of third party billing, scr\ ice which charges Usage fees to the
Conipany. thc. Company has the right to charge those J'Ces back to the Customer,
J lie Company's schedUlirig SYStCrn within vvhich Officers record their suart and end extra duty
work tinges vvithin, will be the book ofrecord for Officer 11OUrs vvorked.
Signature;
Emaij, bob.harrison@yakima,gov