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Security Services at Municipal Court Building
F.-\ AGREEMENT BETWEEN THE CITY OF SALINA,KANSAS and IMPERIAL SECURITY SERVICE,INC. for SECURITY SERVICES AT THE MUNICIPAL COURT BUILDING This Agreement is entered into December 30,2013 by and between the City of Salina,Kansas(the"City")and Imperial Security Service,Inc.,a Tennessee corporation(the"Contractor"). Recitals A. The City desires to contract for security services for the purpose of,among other things,detecting and restricting the carrying of weapons into the Salina Municipal Court building, located at 255 N. 10th Street, Salina, Kansas, in compliance with federal,state,and local regulations. B. The Contractor has the requisite qualifications and experience to perform the services needed by the City and desires to perform those services pursuant to the terms of this Agreement. The parties,in consideration of the mutual promises set forth in this Agreement,agree and covenant: 1. Definitions. Capitalized words used in this Agreement shall have the following meanings: "Agreement"means this Agreement for Security Services,as amended and supplemented from time to time. "City"means the City of Salina,Kansas. "Contractor"means Imperial Security Services,Inc.,and its successors. 2. Exhibits. The following Exhibits are attached to and made a part of this Agreement(Mark with"X"if applicable): Exhibit A:Responsibilities of the Parties N Exhibit B:Term; Schedule Exhibit C:Basis of Payment El Exhibit D: Insurance Requirements 3. Responsibilities of the Parties. The parties agree to perform the responsibilities outlined in the attached and incorporated Exhibit A. 4. Term; Schedule. The Contractor agrees to perform its responsibilities during the term and according to the timeframe and schedule described in Exhibit B, subject to the potential for prior termination pursuant to the terms of this Agreement. 5. Payment. The City shall pay the Contractor for the performance of its responsibilities pursuant to this Agreement as set forth in Exhibit C. 6. Insurance Requirements. 6.1. Types and Amount of Coverage.The Contractor agrees to obtain insurance coverage as specified in Exhibit D attached hereto, and shall not make any material modification or change from these specifications without the prior approval of the City. If the Contractor subcontracts any of its obligations under this Agreement,the Contractor shall require each such subcontractor to obtain insurance coverage as specified in Exhibit D. Failure of the Contractor or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the Contractor of liability. Contractor Services(2013-12-18) 6.2. Rating. All insurance policies shall be issued by insurance companies rated no less than A-VII in the most recent `Bests" insurance guide, and admitted in the State of Kansas. Except as otherwise specified in Exhibit D. all such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. 6.3. Certificate of Insurance. The parties acknowledge that the Contractor has provided the City with a certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in this Agreement. The City reserves the right to require complete certified copies of all insurance policies procured by the Contractor pursuant to this Agreement,including any and all endorsements affecting the coverage required hereunder. 7. Injury to Persons or Damage to Property. The Contractor acknowledges responsibility for any injury to person(s) or damage to property caused by its employees or agents in the performance of its duties under this Agreement and shall immediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to person(s) or damage to property. 8. Indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness,disease,death,or injury to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have resulted from the wrongful acts, negligent acts, errors, or omissions of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this Agreement. 9. Termination Without Cause. Either party,upon giving a minimum of sixty(60)days advance written notice to the other party, may terminate this Agreement, without cause. In the event of such termination, the Contractor shall be compensated for such services as have been satisfactorily performed through the date of termination, but no compensation shall be earned after the effective date of the termination. 10. Default. If either party fails to comply with any term of this Agreement within 10 days after written notice to comply has been mailed by the non-defaulting party to the defaulting party, such failure shall be deemed an immediate breach of this Agreement("Event of Default"). 11. Remedies. Upon the occurrence of an Event of Default,the non-defaulting party shall have the following rights and remedies,in addition to any other rights and remedies provided under this Agreement or by law: 11.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 11.2 Other Remedies. The non-defaulting party may pursue any available remedy at law or in equity(including specific performance)by suit,action,mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement,to enforce or preserve any other rights or interests of the non-defaulting party under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the non-defaulting party resulting from such Event of Default. 12. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party,either in whole or in part. 13. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt,but if the receipt is not returned within five(5)days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears below for each party,provided that if any party gives notice of a change of name or address,notices to the giver of that notice shall thereafter be given as demanded in that notice. 2 • • CITY: City Clerk P.O.Box 736 Salina,KS 67402-0736 CONTRACTOR: Imperial Security Service,Inc. Attn:Herb Summers 2555 Poplar Ave. Memphis,TN 38112 14. Retention and Inspection of Records. The Contractor shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term of this Agreement, and for a period of three (3) years from the date of final payment under this Agreement (the "Retention Period"); provided, however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or resolved,without right of further appeal. During the Retention Period,the Contractor shall allow a representative of the City during normal business hours to examine,audit,and make transcripts or copies of such records and any other documents created pursuant to, or arising under, this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing, confirming, and verifying the nature and amount of all costs and expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of those stated purposes, subject to the Kansas open records act or other applicable law. 15. Non-appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the event that this Agreement involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Agreement,the City shall so notify the other parties to this Agreement and this Agreement shall be null and void for purposes of the fiscal year(s)affected by the decision of the governing body not to appropriate. 16. Relationship. It is expressly understood that Contractor in performing services under this Agreement,does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Contractor performs its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a competent, efficient, and satisfactory manner. Contractor shall be exclusively responsible for all taxes, withholding payments, employment-based benefits, deferred compensation plans, including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents,forms,or returns pertinent to the foregoing. 17. Subcontracting. Except as otherwise expressly provided herein, Contractor shall not subcontract any work or services under this Agreement without the City's prior written consent. 18. Compliance with Applicable Law. Contractor shall comply with all applicable federal,state,and local law in the performance of this Agreement. 19. Equal Opportunity. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors,if any,agree that: (1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Agreement because of race,sex,religion,age,color,national origin,ancestry or disability; (2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer,"or a similar phrase to be approved by the City's human relations director; 3 • (3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights commission in accordance with the provisions of K.S.A.44-1031 and amendments thereto,the Contractor shall be deemed to have breached this Agreement and it may be canceled,terminated or suspended,in whole or in part,by the City; (4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final,the Contractor shall be deemed to have breached this Agreement and it may be canceled,terminated or suspended,in whole or in part,by the City; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race,sex,religion,age,color,national origin,ancestry or disability;and (6) The Contractor shall include similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreement if the Contractor: (1) Employs fewer than four employees during the term of this Agreement;or (2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year. 20. Administration of Agreement. All references in this Agreement requiring the City's participation or approval shall mean the participation or approval of the City Manager,unless otherwise provided herein. 21. Attorney Fees. If any suit or action is instituted by either party hereunder,including all appeals,the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party, in addition to any other amounts to which it may be entitled. 22. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have this Agreement reviewed by legal counsel of the Contractor's choice. 23. Applicable Law;Venue. This Agreement and its validity,construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the Saline County,Kansas District Court. 24. Interpretation. This Agreement shall be interpreted according to its fair meaning,and not in favor of or against any per'. 25. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday that termination time shall extend to 5:00 p.m of the next full business day. 26. Severability. The unenforceability,invalidity,or illegality of any provision of this Agreement shall not render the other provisions unenforceable,invalid,or illegal. 27. Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized by the governing body of each party. 28. Persons Bound. This Agreement shall extend to and bind the heirs,executors,administrators,trustees,successors and authorized assigns of the parties hereto. 29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,or in multiple originals,and all such counterparts or originals shall for all purposes constitute one agreement. 4 30. Amendments.Neither this Agreement nor any of its terms may be changed or modified,waived,or terminated except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver,or termination is sought. 31. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement,or to exercise any right or remedy consequent to a breach thereof,shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding arbitration. • 33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third party beneficiaries under this Agreement,and no third parties shall have any rights or make any claims hereunder. 34. Typewritten or Handwritten Provisions.Typewritten or handwritten provisions inserted or attached shall supersede all conflicting printed provisions. 35. Feminine-Masculine,Singular-Plural Wherever used,singular shall include the plural,plural the singular,and use of any gender shall include all genders. 36. Headings. The headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 37. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements,warranties,agreements or understandings,oral or written,made before or at the signing thereof,shall be binding unless in writing and signed by all parties and attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives. CITY OF SALINA,KANSAS By: i Wes" Bar,. a V. Shirley,Mayor • Attest: 1� .i/ /�; "N�nd" W i — n rri �C.beYt�. Form: �' Legal Counsel IMPERIAL SECURITY SER. E,INC. �l \ By: f/ !I M r r,•� .p. (title) 5 EDIT A RESPONSIBILITIES OF'1111.:PARTIES 1. General Scope of Services. In accordance with the schedule set forth in Exhibit B, the Contractor shall furnish one (1) properly equipped, trained, and armed security guard, and related security protection services, at the front entrance to the Salina Municipal Court building, located at 255 N. 10th Street, Salina, Kansas ("Premises"). The security protection services shall include the following services, together with such other services as the City may reasonably require from time to time(the"Services"): • Utilizing electronic equipment to detect and restrict the carrying of any weapons into the Premises, including, but not limited to, metal detectors, metal detector wands and other equipment used for similar purposes to ensure that weapons are not permitted to be carried into the Premises by members of the public, in compliance with K.S.A. 75-7c01, et seq.; • Providing physical protection of the Premises, and persons and property located therein; • Preventing theft, vandalism, damage,or other injury; • Enforcing the City's rules and regulations regarding entry onto, and use of, the Premises; • Preventing, observing, recognizing, and addressing disorders, disputes, and confrontations;and • Preparing accident and incident reports in a form approved by the City. 2. Development of Security Procedures and Protocols. The Contractor shall assist the City with developing and maintaining detailed security procedures and standards for the performance of specific aspects of the Services hereunder. The procedures shall not materially change the scope of Services, but shall give guidance to the Contractor's performance of the Services in various situations. The Contractor shall train and require all security personnel to understand their specific responsibilities relevant to these procedures and standards. 3. Incorporation of Contractor's Proposal. Except as otherwise expressly provided herein, the Contractor shall perform all services specified in its written proposal to the City, dated November 16,2013 ("Proposal"),the terms of which are incorporated herein by reference. 4. Equipment. The Contractor shall provide all required materials, uniforms, equipment, supplies, and tools necessary for completion of the Services in accordance with this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that, contemporaneously with the execution of this Agreement, the City shall purchase from the Contractor the following equipment: (a) a Fisher Labs M Scope Portable Walk-Through Metal Detector; and (b) an Adams ER-3000 High Sensitivity Hand-Held Detector Scan Wand. Upon A-1 the City's payment, the equipment shall become the property of the City, but subject to the Contractor's use during the Term of this Agreement. 5. Personnel. 5.1. General. The Contractor shall at all times employ and provide sufficient and qualified personnel for executing the Services in the manner and time required by this Agreement. 5.2. Responsibility for Personnel. The Contractor shall be solely responsible for the screening, hiring, supervision, scheduling, and compensation of its personnel. 5.3. List of Personnel; City Approval. The Contractor shall provide a current list of personnel on or before the commencement of the Services, and at any time during the term of this Agreement upon the City's request. The Contractor shall notify the City upon: (1) any change in personnel status, including the addition or deletion of any personnel; or (2) any personnel being convicted of a felony or misdemeanor during the term of this Agreement. Any such notification shall be provided to the City within seven (7) days of circumstances prompting such notice. 5.4. Screening and Training. All personnel providing Services hereunder must undergo and pass the Contractor's comprehensive screening and training processes, as set forth in the Contractor's Proposal. No additional costs are to be charged to the City for any aspect of the Contractor's screening or training programs. Upon request, the City shall be entitled to review the screening and training records for any of the Contractor's personnel providing Services hereunder, for the purpose of confirming compliance with this section. 5.5. Licenses and Permits. The Contractor and all security personnel must meet all applicable local and state requirements relating to security guards, including but not limited to the merchant security licensing and permitting requirements pursuant to Salina Code • Section 30-16 et seq. 5.6. Removal of Personnel. The Contractor shall immediately remove from duty any personnel whom the City, in its sole discretion, deems to be not properly trained or is in any way deficient or delinquent in any of the terms and conditions of this Agreement. Upon such removal, the Contractor shall replace the removed personnel with another qualified individual, without lapse in coverage. 5.7. Uniforms. Personnel shall be dressed in standardized uniforms, which are easily recognizable and identify the personnel as an employee of the Contractor. The uniform style, color, material, dress standards and equipment must be provided by the Contractor, and approved by the City. 5.8. Appearance; Interaction with Public. All security personnel must be courteous and cooperative in their interactions with the public and the City's representatives. All security personnel must be well-groomed, neat in appearance and have good personal hygiene. A-2 While on duty, personnel shall be alert and attentive, and shall not use personal wireless devices (including Bluetooth), socialize, or conduct personal business. Personnel shall be allowed to eat meals while on duty, so long as they continue to provide the Services, and remain alert and attentive. 5.9. Temporary Unavailability of Personnel. The Contractor shall have available at all times sufficiently trained and qualified personnel to provide the Services required hereunder. However, the parties recognize that, from time to time, due to illness or other unanticipated circumstances, the Contractor's personnel may be temporarily unavailable to provide the required Services. Accordingly, at the sole discretion of the City's Chief of Police, and after receiving his or her approval, the Contractor may utilize off-duty law enforcement officers to provide the Services on a temporary basis; provided, however, that approval by the Chief of Police shall not in any way avoid or limit the Contractor's obligations or responsibilities under this Agreement. In addition, no additional charges shall be assessed to the City for the Contractor's utilization of off-duty law enforcement officers. 6. Use of Force. The Contractor's personnel shall be properly trained in the use of force, including alternatives to the use of force such as verbal commands. To the extent possible, the Contractor's personnel shall use verbal commands,as opposed to force, to deescalate a situation. If force is deemed necessary, the Contractor's personnel shall use the least impactful and most reasonable level of force under the circumstances. 7. Contract Administrator. Each party shall appoint a contract administrator who shall monitor such party's compliance with the terms of this Agreement. Unless the Contractor notifies the City of a substitute contract administrator in writing, the Contractor's contract administrator shall be: Herb Summers,Vice President Telephone: (901) 605-4498 Email: hs ummers@imperi al guardservi ce.corn The City's contract administrator shall be: • Judge Brenda Stoss Telephone: (785) 826-7230 Email: brenda.stoss@salina.org Any and all references in this Agreement requiring the Contractor's or the City's participation or approval shall mean the participation or approval of such party's contract administrator, unless otherwise provided herein. 8. Standard of Conduct. The Contractor shall perform its obligations hereunder in an orderly, professional, legal and ethical manner. In providing services under this Agreement, the Contractor shall maintain the standard of care, diligence and professional competency as is customary in the industry, and shall commit itself and its employees to the highest level of integrity, professionalism, customer service and excellence, including, but not limited to, A-3 demonstrating honesty, responsiveness, functional proficiency, accurate representation, and full disclosure of information and material facts to the City. A-4 EXHIBIT B TERM; SCHEDULE 1. Initial Term. The initial term of this Agreement shall commence on January 2, 2014, and shall terminate on December 31, 2014 ("Initial Term"), subject to the potential for prior termination by the City pursuant to the terms of Section 9 of the Agreement. 2. Optional Terms. The City shall have the option to renew this Agreement and extend the Initial Term for three(3)additional one(1)year terms (each, an"Optional Term"). Each Optional Term for which the City's renewal option is exercised shall commence at the expiration of the immediately preceding term, unless the City delivers to the Contractor written notice of its intent to terminate at least thirty (30) days before the expiration date of the Initial Term or the then-current Optional Term, as applicable. Upon renewal for any Optional Term, all terms and conditions of this Agreement shall remain in full force and effect. The Initial Term and all Optional Terms shall be collectively referred to as the"Term." 3. Schedule. 3.1. Regular Schedule. The Contractor shall furnish one(1)armed security guard on the Premises, and all required Services, during the Municipal Court's normal business hours from 8:00 am. to 5:00 p.m., on Mondays, Tuesdays, Wednesdays and Fridays; and from 7:45 am. to 5:00 p.m. on Thursdays. The aforementioned schedule shall include holidays, and shall be modified to accommodate such other normal business hours as the City may adopt from time to time. The Contractor shall neither provide nor be compensated for Services when the Municipal Court building is closed, unless the Contractor's services are requested by the City. The City does not guaranty a minimum number of hours to be worked by the Contractor or its personnel hereunder. 3.2. Extended Coverage. Upon the City's request, and on an"as required" basis, the Contractor shall provide extended coverage Services until not later than 9:00 p.m. on weekdays. 3.3. Continuity of Services. The Contractor acknowledges that the schedule of services must be strictly adhered to in order to fulfill the purposes of this Agreement, and no gaps in coverage are permissible. Any relief personnel required to ensure continual coverage shall be included in the hourly rate provided in Exhibit C and will not be reimbursable as a separate position. Notwithstanding the foregoing, the parties acknowledge and agree that the Contractor's on-duty personnel will be allowed to take reasonable bathroom breaks, from time to time, and the Contractor shall cooperate with the City to develop procedures and protocols to minimize the disruption in Services during any such break. B-1 EXHIBIT C BASIS OF PAYMENT 1. Compensation. 1.1. Initial Payment for Metal Detector Equipment. Contemporaneously with the execution of this Agreement, the City shall purchase from the Contractor the following equipment: (a) a Fisher Labs M Scope Portable Walk-Through Metal Detector; and (b) an Adams ER-3000 High Sensitivity Hand-Held Detector Scan Wand. The Contractor agrees to transfer and assign all of the manufacturer's warranties to the City. In consideration for the Contractor's delivery and installation of the equipment, and the transfer of the warranties, the City shall pay to the Contractor the sum of$4,881.55 (inclusive of shipping and installation costs), to be paid within thirty (30) calendar days after receipt of the Contractor's invoice. Upon such payment, the equipment shall become the property of the City, but subject to the Contractor's use during the Term of this Agreement. 1.2. Hourly Compensation. The City shall compensate the Contractor for required Services at the rate of$22.50 per security guard, per hour worked, but in no event shall more than one security guard's time be charged during any period of time. No additional charges shall be assessed for overtime, vacations, or holidays. With the exception of the City's initial payment for the equipment, the hourly compensation shall be the Contractor's sole compensation under this Agreement,and no expenses of the Contractor shall be reimbursable. 2. Invoices. The Contractor shall submit to the City a monthly invoice within fifteen (15) calendar days of the last day of each month, in arrears, for payment for services performed pursuant to this Agreement. Each monthly invoice shall be submitted to: Municipal Court Supervisor Attn: Lieu Ann Elsey 255 N. 10th Street Salina,KS 67401 Each monthly invoice shall state: (i) the name of each person rendering services; (ii) the hourly billing rate; (iii) the date the services were performed; and (iv) the number of hours such persons rendered services. If requested,the Contractor shall present additional documentation evidencing the provision of services satisfactory to the City. 3. Payment. Except as otherwise provided in this Agreement, the City shall make° monthly payments within thirty(30)calendar days of the City's receipt of the Contractor's invoice. If the City disputes any items in the Contractor's invoice for any reason, the City may temporarily delete the disputed item and pay the remaining amount of the invoice. The City will promptly notify the Contractor and request clarification and/or correction. Following resolution of any dispute, the Contractor will include the disputed item as resolved on a subsequent invoice. The Contractor retains the right to assess the City interest at the rate of up to one percent (1%) per month on undisputed invoices which are not paid within forty-five (45) days of receipt by the City. C-1 EXHIBIT D INSURANCE REQUIREMENTS Pursuant to Section 6 of the Agreement,the Contractor shall obtain,pay for,and maintain— and shall require each of its authorized subcontractors to obtain and maintain—for the duration of the Agreement,policies of insurance meeting the following requirements: 1. General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Contractor hereunder, all policies shall name the City, its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall be as broad as the insurance for the named insured, including defense expense coverage, and shall apply as primary and non-contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. If coverage is written on a claims-made basis for any of the policies required by this Agreement, the Contractor must maintain the coverage for a minimum of two (2) years from the date of final completion of all work under the Agreement. D. Premium and Deductible Expenses. The Contractor shall be responsible for all premiums and retention or deductible expense for any and all policies required by this Agreement. 2. Specific Coverage Requirements. A. Professional Liability — Errors and Omissions. The Contractor shall maintain professional liability insurance covering errors and omissions, with limits of not less than $1,000,000. In the event coverage is provided on a claims-made basis, the professional liability insurance shall be maintained for a period of not less than two (2) years after completion of the Contract or, in lieu thereof, the Contractor shall purchase tail coverage (extended reporting period)under which the City shall be afforded protection. B. Commercial General Liability ("CGL"). The Contractor shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent, which shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $5,000,000 • Personal and Advertising Liability $1,000,000 D-1 In addition, the Contractor's CGL policy shall include the following endorsements, as specified in the Contractor's Proposal: • Lost key; • Assault and battery; • Care, custody, and control; • False arrest/malicious prosecution; • Slander, libel, and defamation of character; • Employee benefits liability; and • Professional liability including errors and omissions. C. Business Automobile Liability ("BAL"). The Contractor shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Contractor and include automobiles not owned by but used on behalf of the Contractor. The BAL policy limits shall not be less than the following: • Combined single limit $1,000,000 D. Workers' Compensation/Employer's Liability. The Contractor shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory • Employer's Liability(Coverage Part B) o $100,000 each accident o $500,000 disease—policy limit o $100,000 disease—each employee E. Commercial Excess/Umbrella Liability ("CEL"). The Contractor shall maintain CEL coverage, written on a follow form basis, covering liability in excess of the Contractor's underlying Commercial General Liability, Business Automobile Liability, and Employer's Liability policies. The CEL coverage shall be no less broad than the underlying coverage forms, and the maximum self-insured retention under the policy shall be $10,000 for each occurrence. The policy limits shall not be less than the following: • Each occurrence $20,000,000 • General aggregate $20,000,000 3. Crime Bond. The Contractor shall maintain a Crime Bond, as specified in the Contractor's Proposal, with coverage limits of not less than$3,000,000.00. • D-2 C O ® DATE(MMIDDIYYYY) A C CERTIFICATE OF LIABILITY INSURANCE 10/14/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Deb Carter PRODUCER NAME: Lipscomb&Pitts Insurance, LLC PHONE 901-321-1000 FAX 901-321-1099 2670 Union Ave. Ext.Suite 100 (A/C,No Fxt)• Memphis TN 38112 E-MAIL ADDRESS debbiec @Ipinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Allied World Assurance Co. Ltd 19489 INSURED IMPERGUAR INSURER B:United States Fire Insurance Compan 21113 Imperial Guard&Detective Services,Inc INSURER C:State Auto P&C Insurance Company 25127 2555 Poplar Avenue INSURER D:Berkshire Hathaway Homestate Ins Co 20044 Memphis TN 38112 INSURER E:Federal Ins Co. 20281 INSURER F: COVERAGES CERTIFICATE NUMBER:602689536 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR ADDL SUER POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYY) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY 5200132000 11/29/2014 11/29/2015 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED $100,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) X 1,000 _ MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $5,000,000 POLICY X JECT PRO- LOC PRODUCTS-COMP/OP AGG $5,000,000 $ OTHER: B AUTOMOBILE LIABILITY 1337357115 11/29/2014 11/29/2015 COMBINED SINGLE LIMIT $1,000,000 11/29/2014 11/29/2015 Ea accident C BAP2411209 X ANY AUTO BODILY INJURY(Per person) $ - AUTOS NED SCHEDULED BODILY INJURY(Per accident) $ PROPERTY DAMAGE $(Per accident) X HIRED AUTOS X NON-OWNED AUTOS $ A UMBRELLA LIAB X OCCUR 5201035900 11/29/2014 11/29/2015 EACH OCCURRENCE $15,000,000 5821021125 11/29/2014 11/29/2015 B X EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000$ DED RETENTION$ _ D WORKERS COMPENSATION IMWC601575 10/14/2015 10/14/2016 X STATUTE OERH D AND EMPLOYERS'LIABILITY Y/N IMWC601623 1 10/14/2015 10/14/2016 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 i OMCER!MEMBER EXCLUDED' N/A I (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE$1,000,000 I If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 E Crime Third Party 82421805 1/29/2015 1/29/2016 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Blanket Additional Insured/Primary&Non-Contributory/Blanket Waiver of Subrogation Status applies if required by Written Contract executed with the Named Insured prior to Loss for General Liability policy.Assault&Battery/Errors&Omissions Coverage applies. Blanket Additional Insured/Blanket Waiver of Subrogation when required by Written Contract executed prior to loss is provided for Auto Liability policy. Employee Hired Auto Liability is included. with the exception of the workers'compensation policy, all policies shall named the City, its agents, See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Salina, Kansas;Salina Municipal Court Building ACCORDANCE WITH THE POLICY PROVISIONS. 255 N. 10th Street Salina KS 67401 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: IMPERGUAR LOC#: A R D ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Lipscomb&Pitts Insurance, LLC Imperial Guard&Detective Services,Inc 2555 Poplar Avenue POLICY NUMBER Memphis TN 38112 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE representatives,officers,officials,and employees as additional insureds. Insurance for the additional insured shall be as broad as the insurance for the named insured, including defense expense coverage,and shall apply as primary and no-contributory insurance before any other insurance or self-insurance, including any deductible, maintained by or provided to the additinoal insureds.Where allowed by law all policies will include a waiver of subrogation in favor of the city, its agents, representatives,officers,officials and employees. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1 ® DATE(MM/DDIYYYY) A`o CERTIFICATE OF LIABILITY INSURANCE 11/18/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Deb Carter PRODUCER NAME:Lipscomb&Pitts Insurance, LLC PHONE Fxty 901-321-1000 FAIAX N9):901-321-1099 2670 Union Ave. Ext. Suite 100 E-MAIL debbiec @Ipinsurance.com Memphis TN 38112 _ADDRESS:_ INSURER(S)AFFORDING COVERAGE _ I NAIC# INSURER A:Allied World Assurance Co. Ltd 19489 INSURED IMPERGUAR INSURERB:United States Fire Insurance Compan 21113 Imperial Guard Services, Inc. INSURERC:State Auto P&C Insurance Company 25127 2555 Poplar Avenue INSURER D:Berkshire Hathaway Homestate Ins Co 20044 Memphis TN 38112 INSURER E:Federal Insurance Company 16535 INSURER F:Marketing r COVERAGES CERTIFICATE NUMBER: 1143220863 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AD L U1 —1 POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER (MMIDDIYYYY) (MM/DD/YYYY) A x COMMERCIAL GENERALLIABILITY IINSD WVD 5200132001 11/29/2015 11/29/2016 EACH OCCURRENCE $1,000,000 r _ I DAMAGE TO RENTED $100,000 CLAIMS-MADE 1J OCCUR PREMISES(Ea occurrence) _. _. ._ 1 !MED EXP(Any one person) I$10,000 _ LX 1000 _ PERSONAL&ADV INJURY $1,000,000 APPLIES PER-. GENERAL AGGREGATE $5,000,000 _GEN'L AGGREGATE LIMIT AP POLICY L _1 JECT _._I LOC PRODUCTS COMP/OPAGG t $5000,000 PRO- i OTHER B AUTOMOBILE LIABILITY 1337381001 11/29/2015 11/29/2016 I COMBINED SINGLE LIMI(Ea accident) $1.000,000 C L BAP241120901 11/29/2015 11/29/2016 - -`- X ANY AUTO BODILY INJURY(Per person) }$ '` ALL OWNED I SCHEDULED BODILY INJURY(Per accident)', $AUTOS NON-OWNED PROPERTY DAMAGE $ L HIRED AUTOS AUTOS (Per accident) _ _ -.i$ - _ I A UMBRELLA LIAB OCCUR 5201035901 11/29/2015 11/29/2016 EACH OCCURRENCE $10,000,000 B ' CLAIMS-MADE 5821021125 11/29/2015 11/29/2016 X EXCESS LIAB AGGREGATE l$10,000,000 DED X il RETENTION$0 _ D IIWORKERSCOMPENSATION IMWC601575 10/14/2015 10/14/2016 [ x STATUTE I I OETH I F AND EMPLOYERS'LIABILITY IMWC601623 10/14/2015 10/14/2016 ANY PROPRIFTOR/PARTNER/EXECUTIVE YI E L EACH ACCIDENT _I $1,000,000 OFFICER/MEMBER EXCLUDED? I I.N I A E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) $1,000,000 I If yes,describe under i DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$1,000,000 E I Crime Third Party 82421805 1/29/2015 1/29/2016 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Blanket Additional Insured/Primary& Non-Contributory/Blanket Waiver of Subrogation Status applies if required by Written Contract executed with the Named Insured prior to Loss for General Liability policy.Assault&Battery/Errors&Omissions Coverage applies. Blanket Additional Insured/Blanket Waiver of Subrogation when required by Written Contract executed prior to loss is provided for Auto Liability policy. Employee Hired Auto Liability is included. Subject to a Signed and date written contract or written agreement that includes an additional insured requirement, certificate holder is an additional insured(CG2010 07/04) See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Salina, Kansas ACCORDANCE WITH THE POLICY PROVISIONS. Salina Municipal Court Building 255 N 10th Street AUTHORIZED REPRESENTATIVE Salina KS 67401 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: IMPERGUAR LOC#: ACCORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 NAMED INSURED AGENCY Imperial Guard Services, Inc. Lipscomb&Pitts Insurance, LLC 2555 Poplar Avenue POLICY NUMBER Memphis TN 38112 NAIC CODE CARRIER EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE E EI TO ACORD FORM, ITY INSURANCE FORM NUMBER: 25 FORM TITLE: with the exception of the workers'compensation policy, all policies shall named the City, its agents, representatives, officers, officials, and employees as additional insureds. Insurance for the additional insured shall bp broad insurance n including sha ll apply p rimry and no-contributory insurance before any othernrance or self-insurance, including ng any ded ucti ble, maint ained by or provided to the additinoal insureds.Where allowed by law all policies will include a waiver of subrogation in favor of the city, its agents, representatives, officers, officials and employees. ©2008 ACORD CORPORATION. All rights reserved. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD