Search

S) THE CITY OF NASHUA “The Gate Cy"

Pinanctal Services

Purchasing Department

November 9, 2017
Memo #18-050

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: NPD EXTRA DUTY SOLUTIONS (VALUE: $0.00)

DEPARTMENT: 150 NASHUA POLICE DEPARTMENT; FUND: SPECIAL
REVENUE/REVOLVING FUNDS

Please see the attached communication dated October 16, 2017 from Karen A. Smith, Business Manager
for the information related to this purchase.

Pursuant to § 5-84 Special purchase procedures A. (3) Purchases which can be procured through
cooperative intergovernmental purchase agreements with other governmental jurisdictions. We are
piggybacking off of a Professional Services Revenue Agreement between the City of Greensboro, NC
Police Department and Hart Halsey, LLC dba Extra Duty Solutions.

The Nashua Police Department and the Purchasing Department recommend the award of this contract to
Hart Halsey, LLC dba Extra Duty Solutions of Trumball, CT. There is no cost to the City of Nashua.

Respectfully, , _

f O ~
Dan Kooken

Purchasing Manager

Cc: K. Smith A. Lavoie

IFB0868-0827 16 Basketball Shirts
229 Main Street » Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 e Fax (603) 589-3233

NASHUA POLICE
DEPARTMENT Date: 16 October 2017

ds ays

intradepartmentai Communication

To; Dan Kooken, Purchasing Manger

From: Karen A. Smith, Business Manager

The Nashua Police Department (NPD) is looking to enter into an agreement with Extra Duty Solutions of
Tumbull, CT to provide administrative services of an extra duty program to include scheduling services to
hire NPD officers to work Outside Duty Details as well as assume full responsibility for customer invoicing
and accounts receivable. Due to an anticipated January retirement of the current Outside Details
Specialist, we will be looking to outsource the Outside Detail scheduling duties.

Extra Duty Solutions will be responsible for explaining the NPD program rules and rates to customers,
receive requests, execute, confirm duty details and to gather and communicate related pertinent
information and feedback. They will also be responsible for scheduling details with department personnel
consistent with department rules. Responsibilities include invoicing customers and follow up on invoice
collections. They will manage office payment process while coordinating with the NPD's existing payroll
process. Extra Duty Solutions will provide payroll files and deposits to the City covering all details.

Credit risk and finance is at sole cost to Extra Duty Solutions. Invoice remittance by customers and the
payment of administration fees will have no bearing on payments made to NPD by Extra Duty Solutions.

In considerations for any and all services which Extra Duty Solutions shall render to NPD pursuant to the
agreement, Extra Duty Solutions shall charge the customers an administration fee of 9%. This fee is in
lieu of the current service fee being charged by NPD which pays the benefits and salary of the
administrator who will be retiring in January. The administration fee will be applied to the rate of officer
pay and hours worked. The administration fee will not be charged on cruiser fees. Administration fees are
incorporated into the cost charged to the customer and there is no cost to the City of Nashua.

The Nashua Police Department and Police Commissioners recommends the contract to Extra Duty
Solutions for the outsourcing of the Outside Detail Services.

Sincerely,

Linu SS

Karen A. Smith
Business Manager

ee

xT:

RA JIUTY
LUTIONS

u
a

>

INDEPENDENT ADMINISTRATIVE SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”) is entered into as of the
____ day of ,201_ (hereinafter the “Effective Date”), by and between Hart Halsey
LLC dba Extra Duty Solutions, with principal office at 101 Merritt Blvd, Suite 21, Trumbull CT
06611 (hereinafter “Company”), and , with
principal offices at (hereinafter “Client” or

“City”).

WITNESSETH:

WHEREAS, the Client desires to retain the Company to provide certain services
to the Client on the terms and conditions hereinafter set forth, and the Company desires to
continue to perform such services on such terms and conditions;

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto do hereby agree as follows:

1. Administrative Services.

a) Subject to the terms and conditions hereof, the Client hereby engages and
appoints the Company to administrate the Client’s extra duty program. This
will entail:

I. Engaging with individuals and representatives of companies, organizations
and institutions who wish to hire officers to work extra duty details
(hereinafter “Customers’’) via phone, website interaction or email to
explain program rules and rates, vet new customers per department’s
guidelines, execute the new customer process, receive requests for extra
duty details, confirm extra duty details and to gather and communicate any
related pertinent information and feedback.

2. Term

I.

UI.

IV.

Vi.

VIL.

VIII.

Scheduling extra duty details with department personnel in a manner
consistent with department rules. Communicate as needed with
department personnel to confirm detail assignment scheduling and details
worked.

Invoicing Customers and following-up on invoice collections in a manner
agreed upon with department leadership.

Manage officer payment process in conjunction with the Client’s existing
pay roll process. Company will provide payroll files and deposits to the
city covering all details the Company’s administrative fee (stated in
Section 3) has been charged on to the Client in a cadence consistent with
Client’s existing pay roll process periods.

Collect, from Customers, and pay to the Client within payments detailed
in Section 1.IV, any Client administrative fees at a level specified by the
Client.

Manage the feedback loop 1.e. initiate and field feedback from customers
(good and bad) then share with the appropriate parties in a timely manner

Provide department leadership with appropriate reporting and
transparency into the program on an on-going basis.

Accept all Customer credit risk and finance, at sole cost to the Company,
all financing “float” costs associated with invoicing Customers. Invoice
remittance timing will not affect the time of pay roll and administrative fee
payments Company must pay Client under Sections 1.[V and 1.V. See
appendix A for operational details.

The term of the engagement shall commence on the Effective Date and continue month-
to-month unless terminated by either party. Either party may terminate this Agreement
upon thirty (30) days’ prior written notice to the other party. If the Company should
breach a material obligation under this Agreement, the Client shall give the Company
written notice of such breach and provide the Company an opportunity to remedy such
breach within thirty (30) days of such notice. Failure to remedy any such breach within
this time period will constitute sufficient grounds for termination without any further
notice. Material obligations shall include, but not be limited to, the filing of bankruptcy
or similar procedure due to insolvency, any unapproved assignment of, or repeated non-
performance of Company’s obligations under this Agreement; any breach of Company’s
representations and warranties; or termination or lapse of any insurance coverage or
policy obligations.

3. Payment and Invoicing Terms.

In consideration for any and all services which the Company shall render to the Client
pursuant to this Agreement, the Company shall charge the Customer an administration
fee of 9%. The administration fee will be applied to any extra duty revenue including,

but not limited to, officer pay, K9 fees, flare fees, other fees etc. The administration fee
will not be charged on cruiser fees.

No fees will be charged to the Client at any time.

4. Changes

Client may, with approval of the Company, change the scope of services to be offered.
Such changes shall be made in writing and accepted by the Company in writing.

5. Standard of Care

a) The Company warrants that services shali be performed by personnel

possessing competency consistent with applicable industry standards.

b) Manner of performance by Company

I.

II.

Ul.

IV.

Company shall work closely with Client's personnel to the extent required
and, if necessitated by the nature of the services under the Agreement.
Company agrees to use its best reasonable efforts in its performance and
agrees that completion of the services within the agreed upon time period is
an essential term of this Agreement. Client will provide reasonable working
space and access to Client's facility as may be reasonably required for
the performance of such services. Company shall make available to Client
periodically upon request, work products and other information as may
be necessary to enable Client to verify that Company is proceeding in
accordance with any general specifications.

While at the facilities of Client, Company and its staff shall observe and
follow the work rules, policies and standards of Client including but not
limited to Client's rules, policies and standards relating to security of and
access to Client's facilities; telephone information and intellectual

property.

Company shall appoint a member of its staff to be the single primary
responsible individual for delivering Company's services to Client under
this Agreement.

Company agrees to not share, in any way, any sensitive information
received from any staff member of the Client with any individual or entity
outside of the Company. Sensitive information includes, but is not limited
to, phone numbers, addresses and other personal information of Company
staff members.

Company shall keep complete and systematic records of all services
purchased by Client. Such records shall include any records relevant to
any costs, expenses, or payments incurred or made by Company on behalf
of Client, any financial records, procedures and such other documentation
pertaining to Company’s performance under this Agreement. Company
shall preserve all such records for the longest of the following two periods:

Requirements or Contract Documents to be conducted by or for CONTRACTOR prior to CONTRACTOR’s making
such final commitment; or

c. CONTRACTOR failed to give the written notice within the time and as required by paragraph 4.03.A.

3. If OWNER and CONTRACTOR are unable to agree on entitlement to or on the amount or extent, if any, of any
adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefore as provided in
paragraph 10.05. However, OWNER, ENGINEER, and ENGINEER’s Consultants shall not be liable to CONTRACTOR
for any claims, costs, losses, or damages (including but not limited to all fees and charges of ENGINEERs, architects,
attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by
CONTRACTOR on or in connection with any other project or anticipated project.

4.04 Underground Facilities

A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to
existing Underground Facilities at or contiguous to the Site is based on information and data furnished to OWNER or
ENGINEER by the OWNER’s of such Underground Facilities, including OWNER, or by others. Unless it is otherwise
expressly provided in the Supplementary Conditions:

1. OWNER and ENGINEER shall not be responsible for the accuracy or completeness of any such information or
data; and

2. The cost of all of the following will be included in the Contract Price, and CONTRACTOR shall have full
responsibility for:

a. Reviewing and checking all such information and data,
b. Locating all Underground Facilities shown or indicated in the Contract Documents.

c. Coordination of the Work with the OWNER’s of such Underground Facilities, including OWNER, during
construction, and

d. The safety and protection of all such Underground Facilities and repairing any damage thereto resulting
from the Work.

B. Not Shown or Indicated

1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or
indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, CONTRACTOR shall,
promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing
any Work in connection therewith (except in an emergency as required by paragraph 6.16.A). identify the OWNER
of such Underground Facility and give written notice to that OWNER and to OWNER and ENGINEER. ENGINEER will
promptly review the Underground Facility and determine the extent, if any, to which a change is required in the
Contract Documents to reflect and document the consequences of the existence or location of the Underground
Facility. During such time, CONTRACTOR shall be responsible for the safety and protection of such Underground
Facility.

2. If ENGINEER concludes that a change in the Contract Documents is required, a Change Order will be issued to
reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or
Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground
Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract
Documents and that CONTRACTOR did not know of and could not reasonably have been expected to be aware of

GC-140f55

6.

(i) a term of 5 years after termination of this Agreement or (ii) in
accordance with the record retention period mandated by any applicable
law. In the event that a legal matter arises requiring preservation of certain
records, Company shall suspend destruction of such records as requested
by Client or any governmental body. During the term of this Agreement
and, thereafter, in accordance with the applicable record retention period,
Client shall have the right to 1n inspect, copy and audit those records
identified in this Section 5.b.iv during regular business hours. THIS
RIGHT SHALL INCLUDE, BUT NOT BE LIMITED TO, THE RIGHT
TO INSPECT, COPY AND AUDIT ANY RECORDS THAT MAY
PERTAIN TO INVOICE RECORDS, CONTRACTS WITH THIRD
PARTIES, PAYMENTS RELATING TO THIS AGREEMENT, AND
CORRESPONDENCE.

VI. Audit: At any time prior to one year following the termination of this
agreement, the Client may, either with its own personnel or using an
outside firm, audit the financial records of the Company for the purposes
of determining compliance with the provisions hereof. Company shall
cooperate in all respects with any such audit, including, without limitation,
by making any and all financial and other records available and by its
employees truthfully disclosing all relevant information as determined by
those conducting the audit. Any such audit shall be at the Client’s expense
unless it is determined by the audit that there has been an under payment
of any amounts to the Client, in which case all expenses of the audit and
any costs, including attorney’s fees, occasioned by the Client seeking
proper payment shall be paid by the Company.

Independent Contractor

Client acknowledges that the Company is an independent contractor and, as such, shall
be responsible for all taxes and other expenses attributable to the rendering of its
administrative services hereunder to Client. This Agreement is not intended to, and shall
not be construed to; create a joint venture, partnership, or employer/employee relationship
as between the parties. Neither the Company nor its employees or agents shall look to
Client for vacation pay, sick leave, retirement benefits, Social Security, disability or
unemployment insurance benefits, or other employee benefits; nor shall the Client, or
their respective employees or agents look to Company for the same. Neither Company
nor Client shall be or become liable or bound by any representation, act, or omission
whatsoever of the other made contrary to the provisions of this Agreement. Client
acknowledges that its officers shall at no time be considered to be employees of
Company.

Limitation of Liability.

Notwithstanding anything to the contrary in this Agreement, neither party shall be liable
to the other for any special, indirect consequential, lost profits or punitive damages.

8.

10.

Indemnification.

EACH PARTY ("INDEMNIFYING PARTY") SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE OTHER ("INDEMNIFIED PARTY"), ITS AGENTS, SERVANTS,
EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, SUBSIDIARIES AND ASSIGNS
FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LOSSES, DAMAGES,
LIABILITIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE
ATTORNEYS' FEES AND COURT COSTS) ARISING AS A RESULT OF ANY
NEGLIGENCE, ILLEGALITY OR WRONGDOING OF ANY KIND RELATED TO
SERVICES PROVIDED ALLEGED OR ACTUAL ON THE PART OF THE
INDEMNIFYING PARTY PROVIDED SUCH CLAIMS, LOSSES, DAMAGES AND
LIABILITIES WERE NOT CAUSED IN WHOLE ORINPART, DIRECTLY OR
INDIRECTLY, BY ANY ACT OR OMISSION OF THE INDEMNIFIED PARTY. IN
ADDITION, THE INDEMNIFIED PARTY MUST PROMPTLY NOTIFY THE
INDEMNIFYING PARTY IN WRITING OF ANY SUCH CLAIM AND THE
INDEMNIFYING PARTY IS PERMITTED TO CONTROL FULLY THE DEFENSE AND
ANY SETTLEMENT OF SUCH CLAIM AS LONG AS SUCH DEFENSE OR SETTLEMENT
SHALL NOT INCLUDE AN ADMISSION OF GUILT BY OR FINANCIAL OBLIGATION
ON THE INDEMNIFIED PARTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE
ANY TERMINATION, EXPIRATION, OR CANCELLATION OF THIS AGREEMENT.

. Severability.

Should any part of this Agreement for any reason be declared invalid, such decision shall
not affect the validity of any remaining provisions, which remaining provisions shall
remain in full force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the parties that they
would have executed the remaining portion of this Agreement without including any such
part, parts, or portions which may, for any reason, be hereafter declared invalid. Any
provision shall nevertheless remain in full force and effect in all other circumstances.

Insurances.

Both parties specifically agree to maintain adequate insurance coverage for the services
in this Agreement.

a) At all times during performance of the Services, Hart Halsey LLC d/b/a Extra
Duty Solutions (“Company”) shall secure and maintain in effect insurance to

protect the City and the Company from and against all claims, damages,
losses, and expenses arising out of or resulting from the Company’s
performance of the Services under this Contract. Company shall provide and
maintain in force imsurance in limits no less than that stated below, as
applicable.

b) Commercial Liability Insurance. Before this Contract is fully executed by the

parties, Company shall provide the City with a certificate of insurance as
proof of commercial liability insurance with a minimum liability limit of Two

Million Dollars ($2,000,000.00) per occurrence combined single limit bodily
injury and property damage, and Three Million Dollars ($3,000,000.00)
general aggregate. The certificate shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this
Contract. The insurance shall be with an insurance company or companies
rated A-VII or higher in Best’s.

c) Professional Liability Insurance. Before this Contract is fully executed by the
parties, Company shall provide the City with a certificate of insurance as
evidence of Professional Errors and Omissions Liability Insurance with
coverage of at least Two Million Dollars ($2,000,000.00) per occurrence and
an annual aggregate limit of at least Three Million Dollars ($3,000,000.00).
The certificate shall clearly state who the provider is, the amount of coverage,
the policy number, and when the policy and provisions provided are in effect.
The insurance shall be with an insurance company or companies rated A-VII
or higher in Best’s Guide.

d) City employees will not be covered under the Company’s worker’s
compensation insurance. Client shall be responsible for determining what, if
any, worker’s compensation coverage shall be required for officers while on
extra duty and Client and/or Customer shall be responsible for obtaining and
keeping in force any such worker’s compensation insurance coverage that is
required.

11. Survival.

Sections 2 through 19, inclusive, of this Agreement shall survive the expiration or
termination of this Agreement in accordance with their terms.

12. Notice.

Any notice required or permitted to be given under this Agreement shall be in writing and
deemed effective if either delivered in person or by overnight courier, facsimile or first
class mail, certified with return receipt requested, or email. Notices to the Client shall be
delivered to:

Attention:
Email:

Notices to the Company shall be delivered to:

Hart Halsey LLC
101 Merritt Blvd
Trumbull CT 06611

13.

14.

15.

16.

17.

18.

19.

Attention: Rich Milliman
Email: RMilliman@HartHalsey.com

Assignment.

The Agreement is not assignable or transferable by Client. This Agreement is not
assignable or transferable by the Company without the written consent of Client, which
consent shall not be unreasonably withheld or delayed.

Entire Agreement; Modification.

This Agreement constitutes the entire understanding between the parties hereto with
respect to the subject of the Company’s engagement by the Client, as provided for herein,
and supersedes any and all other understandings, negotiations or agreements relating
thereto, and no modification to this Agreement, nor any waiver of any rights, shall be
effective unless agreed to in writing by the party to be charged.

Section Headings.

The section headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

Choice of Law.

This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New Hampshire without regard to the principles of conflicts of laws.

Review of Agreement

It is acknowledged that the Client has had ample opportunity to review and consider the
terms of this Agreement and to review this Agreement with Client’s counsel and has
voluntarily agreed to the terms presented, including, without limitation, freely choosing
that New Hampshire law shall govern this Agreement and all matters dealt with herein,
and to waive any other rights it may have, in consideration of the agreements set forth
herein.

Counterparts.

Each person executing this Agreement on behalf of a party hereto represents and
warrants that such person is duly and validly authorized to do so on behalf of such party,
with full right and authority to execute this Agreement and to bind such party with
respect to all of its obligations hereunder. This agreement may be executed in
counterparts by original or electronic signature, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same instrument.

Force Majeure.

Neither party shall be responsible for delays or failures (including any delay to make
progress in the prosecution of any Services) if such delay arises out of causes beyond its