Loading...
HomeMy WebLinkAboutContract 43451 (2)CITY SECRETARY CONTRACT NO. .) AGREEMENT FOR HOSPITAL GUARD SERVICES This AGREEMENT FOR HOSPITAL GUARD SERVICES ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and VETS SECURING AMERICA, INC. ("Company"), a Delaware Corporation and acting by and through Gerald Gregory, its duly authorized president and CEO. 1. SCOPE OF SERVICES. Company hereby agrees to provide the City with armed and unarmed guard services for prisoners of the City who are hospitalized at John Peter Smith Hospital or other area hospitals as needed. Unless otherwise requested by the City, guards will be unarmed. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon August 1, 2012 ("Effective Date") and shall expire on September 30, 2014, unless terminated earlier in accordance with the provisions of this Agreement. The Agreement shall include three (3) two-year options to renew at the City's sole discretion. 3. COMPENSATION. The City shall pay Company an amount not to exceed $200,000 annually in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. The $200,000 annual amount is not intended to be a guaranteed amount, but rather a maximum amount. Company shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Company not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. OFFICIAL tCO.D CITY SECRET . RI( FTO 11119 , The City may terminate this Agreement at any time and for any reason by providing the Company with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Company of such Hospital Guard Services Agreement CFW & VSA 1 07-30-12 PO4:32 IN occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Company for services actually rendered up to the effective date of termination and Company shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. In the event that the Company cannot perform services under this Agreement, the Company shall be liable for replacement of services costs City accrues to fulfill the obligations under this Agreement. If Company cannot perform services under this Agreement, it shall reimburse the City the difference in the actual cost incurred by the City to cover the responsibilities and what City would have paid Company for the services. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Company hereby warrants to the City that Company has made full disclosure in writing of any existing or potential conflicts of interest related to Company s services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Company hereby agrees immediately to make full disclosure to the City in writing. Company, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Company shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Company shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised 6. RIGHT TO AUDIT. Company agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Company involving transactions relating to this Agreement at no additional cost to the City. Company agrees that the City shall have access during normal working hours to all necessary Company facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Company reasonable advance notice of intended audits. Company further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three Hospital Guard Services Agieement CFW & VSA 2 (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Company shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Company acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Company, its officers, agents, employees servants, contractors and subcontractors. Company further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Company. The City reserves the right to prohibit Company's employees from working under this Agreement if such employee is deemed inadequate, unable to perform his or her job duties refuses to take commands from City s Jail Commander or his or her designee, or is unable to get along with other City employees. The City's Jail Commander shall be the person designated to make the decision to prohibit Company's employees from working under this Agreement. The City's Jail Commander will attempt to resolve the dispute with employee to the Company's satisfaction. In the event that the City's Jail Commander decides Company s employee is prohibited from working under this Agreement, Company shall send another one of its employees with the same credentials to provide service under this Agreement. The City's prohibition of Company's employees is not considered a breach of this Agreement and the replacement of a Company's prohibited employee will not affect the Agreement price. S. LIABILITY AND INDEMNIFICATION. COMPANY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. COMPANY COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR Hospital Guard Services Agreement CFW & VSA 3 PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF COMPANY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Company shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Company under which the assignee agrees to be bound by the duties and obligations of Company under this Agreement. The Company and Assignee shall be jointly liable for all obligations under this Agieement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Company referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Company under this Agreement as such duties and obligations may apply. The Company shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Company shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commeicial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Worker's Compensation Statutory limits Employer s liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art 8308 — 1.01 et seq. Tex. Rev Civ. Stat.) and minimum policy limits for Employers Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee Hospital Guard Services Agreement CFW & VSA 4 10.2 Certificates. Certificates of Insurance evidencing that the Company has obtained all required insurance shall be delivered to the City prior to Company proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Company's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS. ORDINANCES, RULES AND REGULATIONS. Company agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Company of any violation of such laws, ordinances, rules or regulations, Company shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Company, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Company's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Company, its personal representatives, assigns, subcontractors or successors in interest, Company agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth Attn: Charles W. Daniels, Assistant City Manager 1000 Throckmorton Fort Worth, TX 76102-6311 Facsimile (817) 392-8440 Hospital Guard Services Agreement CFW & VSA To COMPANY: Vets Securing America, Inc. Attn Gerald Gregory, President and CEO 10100 Reunion Place, Suite 750 San Antonio, TX 78216 5 14. SOLICITATION OF EMPLOYEES. Neither the City nor Company shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Company to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Company's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity legality and enforceability of the iemaming provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Company shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement Hospital Guard Services Agreement CFW & VSA 6 21. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto 22. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument which is executed by an authorized representative and delivered on behalf of such party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by propel order, resolution ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 25. PAYMENT OF INVOICES. Company has assigned its accounts receivables to United Capital Funding Corp Therefore, payments for services rendered shall be made from the City to United Capital Funding Corp. unless and until Company provides City sixty (60) days written notice of an alternative payment arrangement. Payments shall be sent to: United Capital Funding Corp. P.O. Box 31246 Tampa, Florida 33631-3246. [SIGNATURES ON FOLLOWING PAGE] Hospital Guard Services Agreement CFW & VSA 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this it2) ) day of J IA ILI , 2012. APPROVED FOR CITY OF FORT WORTH: By� ,<ss�i�/ axles Daniels Assistant City Manager Date: OXJO./z By: W. Jefffe . Fnalstead Chief of Police Date: 726'/l- ATT B Ci Kayser Secretary CONTRACT AUTHORIZATION: M&C: Date Approved: z, 4>atf3909", figcvate .0 4,„,„ pf as. New 130 0 pf iv %ov Na Salo 041F% Al 0 pl giro 4G, ��h �►� 000Q° ��.0' ``a���D:(1'd�� APPROVED AS TO FORM AND LEGALITY: Jessica Sangs ang Assistant City Attorney ,.J Date: 3c) Hospital Guard Services Agreement CFW & VSA VETS SECURING AMERICA, INC.: By: Alir•-•4 C~T •...�- .Y resident and CEO Date: 3 tedk rE. 9o(a- 1 OFFICIAL RECORD CITY SECRETARY Ft, • •O "rat TN 8 Exhibit A — Statement of Work SCOPE OF SERVICES 1.1 Provide one unarmed guard or one armed guard per prisoner when notified that a prisoner is admitted to John Peter Smith Hospital or other area hospitals. In the event that more than five guards are needed at any one time, one guard will be permitted to guard two prisoners provided they are in custody for misdemeanor offenses, and are hospitalized together in the same room or adjacent rooms, and are secured to their beds. 1.2 Company will provide a 45-minute response time for reporting to John Peter Smith Hospital or other area hospitals. 1.3 Provide a 24-hour answering system to immediately notify and dispatch a guard upon notification by the Fort Worth Police Department that a prisoner is being admitted to John Peter Smith Hospital or other area hospitals. 1.4 Company will ensure that its guards possess all required licenses, certifications, permits, and authorizations, including the appropriate Texas Private Security Bureau License if retired and not still commissioned. 1.5 A Fort Worth Police Department officer will inventory the prisoner's personal property, and the property will be maintained by the Fort Worth Police Department. 1.6 Company will not be involved in transportation of the prisoners to and from the John Peter Smith Hospital facility or other area hospitals. 1.7 The City requires background checks for contracted personnel under this Agreement. 1.7.1 Company shall ensure that all personnel, who for the purposes of this Agreement will have access to prisoners under City's responsibility, have criminal background checks performed prior to pei forming work pursuant to a City Contract. The Company will provide related documentation to City prior to the Company's employee working in accordance with this Agreement. 1 7 2 Under no circumstances shall any Company personnel having any convictions or pending criminal cases greater than a Class C Misdemeanor be assigned to City Agreement. Deferred adjudication and probation are considered convictions for purposes of this Agreement. 1.8 While on duty, Company guards must adhere to the Fort Worth Police Department Post Orders. The Post Orders include, but are not limited to: 1.8.1 Guards shall not furnish any item that is not supplied by the Fort Worth Police Department to a prisoner. This includes food, drink leading material writing materials, or the use of a cell phone. No prisoner is allowed to use any phone unless the appropriate Fort Worth Police Department personnel provide authorization either by phone or in writing. Hospital Guard Services Agreement CFW & VSA 9 1.8.2 Guard shall not allow any prisoner visitors unless visitors are approved by the jail supervisor. A Fort Worth Police Department visitor escort is required unless otherwise instructed by the jail supervisor. 1.8.3 Guard shall not discuss a prisoner's medical condition or treatment with anyone. The only exception is when a medical condition might affect the use of certain restraint devices, and the communication should only be with other officers. 1.8.4 Guard shall not provide any medical assistance to the prisoner and, instead, shall contact a member of the medical staff if an inmate requires medical attention. 1.8.5 In the case of a prisoner death, the guard shall immediately contact the Company, and the Company shall then immediately contact the Fort Worth Police Department jail supervisor. 1.8.6 Guard shall ensure the prisoner has access to hospital "call button" at all times. 1.8.7 Guard shall not discuss security procedures with the medical staff or others, unless it is absolutely relevant to the medical treatment of a prisoner. 1.8.8 Guard shall not have visitors while on post. 1.8.9 Guard shall not leave post for any reason during their shift. 1.8.10 Guard must remain on post until relief arrives. 1.8.11 Guard is required to know and understand the Fort Worth Police Department's security rules and Company's security policy 1.8.12 Guard is required to wear a Company approved uniform and is required to display a Company identification card at all times while performing duties under this Agreement. 1.9 Guard duties will cease when guard is relieved by another Company guard or a Fort Worth Police Department officer. 1.10 Company will provide the insurance requirements as set forth in Section 10 of the above Agreement. Hospital Guard Services Agreement CFW & VSA 10 Exhibit B — Payment Schedule 1. Company will provide the above services in Exhibit A at a cost to the City of Fort Worth of $16.44 per hour for unarmed guard services and $20.44 per hour for armed guard services. 1.1 Services will be rendered in an amount not to exceed $50,000 between August 1, 2012, and September 30, 2012. 1.2 Services will be rendered in an amount not to exceed $200,000 between October 1, 2012, and September 30, 2013. 1.3 Services will be rendered in an amount not to exceed $200,000 between October 1, 2013, and September 30, 2014. 2. Billing hours will begin when the guard arrives at John Peter Smith Hospital, or other area hospitals if necessary and will end once the guard is released by a Fort Worth Police Department officer. Time will be billed to City for the exact minutes worked and not rounded to the nearest hour, half hour, or quarter hour. If a guard arrives at the beginning of a duty assignment and does not receive at least a full hour of service the guard will be compensated for thirty (30) minutes of travel time in addition to any actual time worked. 3. Company will provide the City s Jail Commander and his or her appointees with a monthly Bill for Services and Summary Report. The Summary Report shall include, but not be limited to, the following information. date(s) of service, number of hours billed (to include the specific arrival and departure times of each guard providing services), name of guarded prisoner, and notes regarding the guard's observations, if any. 4. Bills for Services will be due within 45 days. Hospital Guard Services Agreement CFW & VSA 11 M&C Review Page 1 of 2 CITY COUNCIL AGENDA DATE: COUNCIL ACTION: Approved on 6/12/2012 6/12/2012 REFERENCE NO.: **C-25654 LOG NAME: PUBLIC HEARING: SUBJECT: Authorize Execution of an Agreement with Vets Securing America, Inc., in the Amount Up to $450,000.00 to Provide Guard Services for Fort Worth Prisoners Admitted to John Peter Smith Hospital (ALL COUNCIL DISTRICTS) Official site of the City of Fort Worth, Texas FORI WoRTII 35VETS GUARD SERVICE CODE: C TYPE: CONSENT NO RECOMMEN DATION : It is recommended that the City Council authorize execution of an Agreement with Vets Securing America, Inc., in the amount up to $450,000.00 to provide guard services for Fort Worth prisoners admitted to John Peter Smith Hospital. DISCUSSION: The Police Department will use this Agreement to provide guard services for Fort Worth prisoners admitted to John Peter Smith Hospital. Vets Securing America, Inc. (VSA), has been in business for four years and is licensed by the Texas Department of Public Safety as an investigation/security contractor guard company. REQUEST FOR PROPOSAL ADVERTISEMENTS - RFP 12-0041 was advertised in the Fort Worth Star - Telegram on December 14, 2011, December 21, 2011, December 28, 2011, January 4, 2012 and January 11, 2012 One hundred ninety-four vendors were solicited from the purchasing vendor system and ten responses were received for RFP 12-0041. PRICE ANALYSIS - Pricing for services offered by VSA are 28 percent lower than pricing offered from the current vendor Overall the pricing being recommended for award is considered fair and reasonable. The Police Department will spend up to $50,000.00 in the remaining three months of Fiscal Year 2012. The anticipated annual cost for subsequent years is $200,000.00. AGREEMENT TERMS - Upon City Council approval, this Agreement will begin on July 1, 2012 and expire September 30, 2014. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager for the Purchase Agreement in an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS - This Agreement may be renewed for up to three consecutive two year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term Staff anticipates that the costs for the renewal years will be $200,000.00 annually. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the department and approved by the M/WBE Office because the purchase of services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and upon the adoption of the Fiscal Year 2013-2014 budget by the City Council to include the above recommended item(s), $200,000.00 in funds will be available in the Fiscal Year 2014 operating budget, as http://apps.cfwnet.org/council packet/mc_review. asp?ID=16995&councildate=6/12/2012 7/17/2012 M&C Review Page 2 of 2 appropriated, of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers 1) GG01 539120 0353501 $450,000.00 Submitted for Citv Manager's Office byu Charles Daniels (6199) Originating Department Head: Jeffrey W. Halstead (4201) Additional Information Contact: Christy Rodriguez (4244) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review. asp?ID=1 6995 &councildate=6/12/201 2 7/17/2012