4.16 4.16
SERVICES\Request for Proposals—ACCEPT—Security Services—US Security Associates—8-6-18
RESOLUTION AUTHORIZING ENGAGEMENT OF U.S. SECURITY
ASSOCIATES, INC., FOR UNARMED SECURITY SERVICES AT
TOWN OFFICE BUILDING
RESOLUTION NO.: ,2018
INTRODUCED BY:
WHO MOVED ITS
SECONDED BY:
WHEREAS, the Town of Queensbury's Budget Officer and/or Purchasing Agent requested
proposals for Unarmed Security Services (Services) at the Town Office Building, and
WHEREAS, the Budget Officer and Purchasing Agent have received and reviewed the
proposals and have recommended that the Town Board authorize engagement of U.S. Security
Associates, Inc., for such Services as delineated in U.S. Security Associates, Inc.'s 7/12/18
"Security and/or Patrol Service Agreement"presented at this meeting,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement of
U.S. Security Associates, Inc., for the provision of Unarmed Security Services as generally
delineated in U.S. Security Associates, Inc.'s 7/12/18 Security and/or Patrol Service Agreement
presented at this meeting, such Services to be paid for from the appropriate account(s) to be
determined by the Town Budget Officer, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute an Agreement with U.S. Security Associates, Inc. in a form acceptable to the Town
Supervisor, Town Budget Officer and/or Town Counsel, and/or any other needed documentation, and
the Town Supervisor, Purchasing Agent and/or Town Budget Officer to take such other and further
actions as may be necessary to effectuate the terms of this Resolution.
Duly adopted this 6ffi day of August, 2018,by the following vote:
AYES
NOES
ABSENT:
2
4
SECURITY AND/OR PATROL SERVICE AGREEMENT
Safe.Secure.Friendly.'
State Minimum Wage:$10.40 Date: 17/12/18 I Average Fuel Price:$3.002 Hours of Service Per Week:42+/-
THIS SECURITY AND/OR PATROL SERVICE AGREEMENT(this"Agreement"), is effective as of the date last signed below(the"Effective
Date")by and between Town of Queensbury(CLIENT)with an office located at 742 Bay Road,Queensbury,NY 12804 and U.S.SECURITY
ASSOCIATES, INC., ("COMPANY")with an office located at 200 Mansell Court,Suite 500,Roswell,Georgia 30076.CLIENT and COMPANY
are each a"Party"and together,the"Parties".
COMPANY is in the business of providing security and/or patrol services and CLIENT desires to receive security and/or patrol'services from
COMPANY. In consideration of the promises and covenants contained in this Agreement and other good and valuable consideration,the
receipt of which is hereby acknowledged,the Parties agree as follows:
COMPANY will provide, and CLIENT will pay for, security services as set forth herein and subject to the Terms and Conditions of this
Agreement.
Service will commence on: I I (the"Commencement Date")and will continue until terminated as provided for in the Terms
Conditions of this Agreement.
Job Site Address: 742 Bay Road Queensbury NY 12804
Street Address City State Zip
Contact Name: Barbara Tierney Phone No: 518-761-8200
PATROL HOURS,PATROL DUTIES AND/OR ADDITIONAL INFORMATION:
BILLING RATES:
Rank: Security Officer
Straight Time: $27.91
Overtime Rate: $41.86
Holiday Rate: $41.86
Overtime rates will apply to additional hours requested with less than seventy-two hours'notice.
Holiday rates will apply to work performed on New Year's Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day,and Christmas
Day.
Training rate is$23.53 PTO rate is$25.53 Emergency rate of$56.00 will be charged when under extreme weather conditions.Premium rates
may be charged for seasonal peaks.
P3 Mobile Cost/Month $ Patrol Cost/Month $ Healthcare Cost/Month $ Vehicle Cost/Month $
U.S.SECURITY ASSOCIATES, INC
COMPANY CLIENT
Authorized Representative Signature of Servicing Officel Date Authorized Representative Signature I Date
Joseph Lo Bianco Group President
Authorized Representative Printed Name Title Authorized Representative Printed Name Title
261 Old York Road.Suite 711 PA 19046
Address State Zip Code Address State Zip Code
215-885-8402 215-885-8400
Telephone Fax Telephone Fax
575
Branch No. Facility No.
`This business is licensed by the NY Dept.of State,Division of Licensing Services.
US FORM 120-1(Standard—06/19/18) Page 1 of 2
f
• TERMS AND CONDITIONS
1.SCOPE OF SERVICES:This Agreement and written schedule of guard assignments,patrol inspections,and post orders,which collectively set forth the Security Services to be
performed,may be changed with the written approval of COMPANY.Any amendments to this Agreement must be in writing and signed by authorized representatives of the Parties
hereto. If there is any conflict between the terms of any other documents and this Agreement,this Agreement will control.
2.PAYMENT TERMS:CLIENT will be invoiced weekly.PAYMENT OF INVOICES ARE REQUIRED TO BE MADE WITHIN 30 DAYS OF THE INVOICE DATE.A 1.5%PER MONTH
SERVICE CHARGE(18%PER ANNUM)WILL BE APPLIED TO INVOICES AFTER 30 DAYS.CLIENT is responsible for all fees associated with credit card payments.Billing rates
may be adjusted or overtime charged when the cost of providing service increases because of changes in laws or regulations,including but not limited to the following: government
legislation or assessments,collective bargaining agreements,changes in job assignments or job duties,natural disaster or severe weather or for other reason not within the
COMPANY's control.Additionally,contracted rates will increase 5%annually at each anniversary date.
3.EMPLOYEES:The Parties acknowledge and agree to the following with regard to COMPANY employees:
a)COMPANY employees providing the services herein described will be assigned without regard to race,age,color,creed,sex,national origin,handicap conditions,and/or covered
veteran status,and/or other status for which employees are protected in their terms and conditions of employment by Federal,state or municipal law,or by executive orders and
regulations governing the conduct of contractors with Federal,state or municipal governments and COMPANY will pay all wages and applicable employment taxes and maintain
Workers Compensation for all its employees.
b)CLIENT warrants and represents that it will provide and maintain safe working conditions for COMPANY personnel assigned to CLIENT's facilities in accordance with applicable
laws and regulations. CLIENT acknowledges that COMPANY personnel are invitees to CLIENT's property and CLIENT will adequately protect such COMPANY personnel from
sustaining personal injury or property damage.
4.HIRING:CLIENT agrees that it will not,directly or indirectly,hire or employ any COMPANY employee assigned CLIENT while such employee is employed by COMPANY or for one
year thereafter.CLIENT acknowledges that the COMPANY has incurred considerable expense in hiring and training its employees in security operations,and if CLIENT or its agents
hire a COMPANY employee either during the term of the contract or within one year after the employee has ceased employment with the COMPANY,CLIENT will pay COMPANY,
as liquidated damages,$2,500 per employee or former employee so hired.
5.INDEMNIFICATION:The Parties agree to the following indemnification provisions and limitations on liability:
a)COMPANY will indemnify,defend,and hold CLIENT harmless from and against any claim arising from COMPANY's performance of the services under this Agreement(the
"Claim"),but only to the extent the Claim is caused by the negligence of COMPANY,its employees or agents while acting within the scope of their duties and authority.In no event
will COMPANY's liability exceed one million dollars(S1,000,000)or five hundred dollars($500)for any Claim arising from any delay or failure by COMPANY in responding to an
alarm,irrespective of whether the Claim is alleged to arise,directly or indirectly,in whole or in part,from the negligence(active or passive)or misconduct of or breach of this
Agreement by COMPANY,its employees or agents,including any Claim related to the hiring training,supervision or retention of COMPANY's employees or agents.Notwithstanding
the foregoing,CLIENT agrees that in no event will COMPANY or its insurers be liable for any Claim arising from or related to any circumstances beyond COMPANY's reasonable
control including,but not limited to,thefts not attributable to COMPANY S employees or agents,connectivity issues for any remote cameras or services and loss of master keys.
Additionally,CLIENT agrees that COMPANY is not an insurer and that the amounts payable hereunder are based upon the value of services provided and not the value of CLIENT's
interest being protected or the property of CLIENT or of others located on CLIENT's premises.Accordingly,COMPANY makes no representation,express or implied,that its services
will prevent any loss or damage.
b)CLIENT will indemnify,defend,and hold COMPANY harmless from and against any Claim resulting from CLIENT'S negligence,wrongful conduct,requirement that COMPANY
use CLIENT'S vehicle and/or perform or assume duties other than those agreed to in writing by COMPANY and/or request for COMPANY to remove any COMPANY employee form
an assignment at a CLIENT site. NEITHER PARTY WILL BE LIABLE FOR LOSS OF BUSINESS OR PROFITS, PENALTIES,OR SPECIAL, INDIRECT,CONSEQUENTIAL,
PUNITIVE,EXEMPLARY OR LIQUIDATED DAMAGES.
6.FORCE MAJEURE:Neither Party will be liable,nor will it be a breach of this Agreement,in the event that either Party is delayed in performing or is unable to perform its obligations
hereunder because of any act of God,accident,fire,strike or other labor dispute,riot or civil insurrection,act of public enemy,terrorist act,war,order or act of government,or any
other cause beyond the reasonable control of the Parties hereto;provided that,in order to be excused from such delay or failure to perform was not caused by the negligence of the
non-performing Party.
7.HAZARDOUS OR DEFECTIVE CONDITIONS/MATERIALS:CLIENT agrees that it will a)comply with OSHA Hazard Communication Standards and will indemnify,defend and hold
COMPANY harmless from all Claims,including injuries to COMPANY's employees arising out of a condition existing at CLIENT's premises or CLIENT's violation of any safety or
health-related law or regulation;b)make available to COMPANY the Material Safety Data Sheet for each hazardous chemical to which COMPANY's employees may be exposed at
CLIENT's premises;and c)inform COMPANY of(i)precautionary measures that need to be taken to protect COMPANY's employees and(i)CLIENT's hazardous material labeling
system.
8.INSURANCE:CLIENT agrees that it will maintain insurance to fully protect CLIENT against loss of damage to its premises,business,and property,and others'property on CLIENT's
premises.To the extent permitted by CLIENT's insurance policy.CLIENT hereby waives any and all rights of subrogation that any insurance of CLIENT may have against COMPANY.
If COMPANY provides any insurance coverage(additional insured or otherwise)for CLIENT,such insurance coverage will only cover CLIENT and the others for liability specifically
assumed by COMPANY in this Agreement. As security for CLIENT's indemnity and defense obligations in this Agreement,CLIENT will name COMPANY as an additional insured
under CLIENT's relevant insurance policies,and CLIENT will provide COMPANY with a certificate of insurance evidencing such coverage upon COMPANY's request. CLIENT will
not make any changes to its insurance coverage without at least thirty(30)days'prior written notice to COMPANY. In no event will COMPANY's additional insured status be
terminated.
9.ADDITIONAL LOCATIONS:Except for the Job Site Address,Billing Rate,Additional Charges,Additional Holidays,Additional Information and Commencement Date indicated on
the other side of this Agreement,as well as such other terms as may be mutually agreed to in writing between the Parties,each of the terms and conditions contained in this
Agreement will be applicable to any additional locations of CLIENT serviced by COMPANY after the dale of this Agreement.
10.AUTHORITY:This Agreement will not become binding on the COMPANY until executed by an authorized COMPANY manager.
11.TERMINATION:Either Party may terminate this Agreement at any time for any reason or no reason with thirty(30)days'written notice of termination,delivered to the other Party in
accordance with this Agreement.
12.MISCELLANEOUS:This Agreement is to be governed under the law of the state of its performance.The Parties intend every provision of this Agreement to be severable. If any
part of this Agreement is not enforceable,the remaining provisions will remain valid and enforceable.The services provided under this Agreement are solely for the benefit of CLIENT,
and neither this Agreement nor any services rendered hereunder confer any rights on any other Party as a third-Party beneficiary or otherwise.CLIENT agrees that COMPANY is
not an insurer and that the amounts payable hereunder are based upon the value of services provided and not the value of CLIENT's interest being protected or the property of
CLIENT or of others located on CLIENT's premises. Accordingly,COMPANY makes no representation,express or implied,that its services will prevent any loss or damage.Notice
of any Claim or potential claim arising out of or relating to this Agreement must be given to COMPANY at the addresses set forth in section 15 within thirty(30)days following the
date of occurrence giving rise to such Claim or potential Claim.A waiver by either Party of any terms or conditions of this Agreement in any instance will not be deemed or construed
to be a waiver of such term or condition in the future,or of any subsequent breach thereof.Section and other headings in this Agreement are for reference only and do not affect the
meaning or interpretation of this Agreement.
13.P3 TECHNOLOGY PLATFORM: COMPANY hereby agrees to provide CLIENT with the use of the P3 Technology Platform—to include the use of P3 Mobile device(s)and P3 Portal.
The CLIENT agrees that COMPANY's P3 Technology Platform being provided to CLIENT—including P3 Mobile and P3 Portal—is proprietary in nature. All custom changes or
additions to the P3 Technology Platform for the benefit of CLIENT remain COMPANY's exclusive property,and no intellectual property rights or proprietary right is granted or implied
by CLIENT's permissive use of any facet thereof. Data gathered by COMPANY in the performance of the services and collected during the Term of this Agreement,including all
metadata,shall remain the property of COMPANY;provided,however,that CLIENT's identifiable data will remain the property of CLIENT. No data or metadata gathered shall be
disclosed to any third Party,and COMPANY shall hold all such information in trust and confidence for the duration of the Term. Upon termination of the Agreement or end of the
Term,COMPANY will wholly purge any remaining CLIENT P3 data,unless otherwise directed by CLIENT. CLIENT agrees not to reproduce or modify all or any portion of the
software or hardware of the P3 Mobile devices,including without limitation any computer code or reverse engineer,decompile,disassemble,or access the computer code relating
to any software.Furthermore,CLIENT cannot add any accessories or options to the P3 Mobile devices without COMPANY's prior written consent.CLIENT will ensure that its
personnel will not remove any logos,privacy statements,trademarks,or terms of use or similar materials from the P3 Mobile devices without COMPANY's prior written consent.
14.ENTIRE AGREEMENT:This Agreement constitutes the entire agreement and understanding between the Parties,and no representations,inducements,promises or agreements
not embodied herein are of any force or effect.
15.NOTICES:Any notice hereunder is required to be in writing and effective upon receipt if sent by certified or registered mail to the receiving Party's address for notices as follows:
COMPANY:U.S.Security Associates,Inc.,200 Mansell Court,Suite 500,Roswell,Georgia 30076,Attn:General Counsel.CLIENT:CLIENT's address as specified in the signature
block.
US FORM 120-1(Standard—06119/18) Page 2 of 2