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HomeMy WebLinkAbout20110638.tiff CONSENT TO ASSIGNMENT This Consent to Assignment is hereby entered into by SOS Security Incorporated ("SOS Inc." or "Assignor") and County of Weld ("Client"),with respect to that certain Agreement for Security Services, and certain Schedules and Addenda thereto by and between SOS Inc. and Client ("Agreement"), dated, 6/1/2011 pursuant to which SOS Inc. provides security guard services and related security services to Client. WHEREAS, Assignor desires to assign, transfer and deliver to SOS Security LLC ("SOS LLC" or "Assignee") all of Assignor's right, title and interest to the Agreement pursuant to the terms of an asset contribution agreement by and among Assignor, Assignee and certain other parties named therein (the "Contribution Agreement"), effective as of the closing of the transactions set forth in the Contribution Agreement (the "Closing");and WHEREAS, Client has been notified of the proposed assignment of the Agreement and desires to consent to such assignment pursuant to this Consent to Assignment. NOW THEREFORE, in consideration of the foregoing and the premises and mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Consent to Assignment: Client hereby acknowledges receipt of notice of the proposed assignment and waives any further rights to notice pursuant to the Agreement and any right to object to such assignment. Client hereby consents to, accepts and authorizes the assignment by Assignor to Assignee all of Assignee's right, title and interest in and to the Agreement. Assignor hereby confirms to Client that, as of the Closing, Assignee will have the same license qualifier(s), the same officers and operational management teams and the same employees as Assignor. 2. Miscellaneous: The Consent to Assignment shall inure to the sole benefit of and be binding upon, the parties and their respective successors and permitted assigns, including without limitation, Assignee. Except for the consent set forth herein, the Agreement shall be unmodified and remains in full force and effect. This Consent to Assignment may be executed in two or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. WHEREFORE, the parties have executed this Consent to Assignment, intending to be legally bound hereby,as of the date below written. SOS SECURITY INCORPORATED County of Weld ("Assignor") ("Client") C) Loy( By: 04_4u'_fZ//4/744 S 7 By: Name: Kenneth M. Fisher Name: William F. Garcia Title: President Title: Chair, Board of Weld County Commissioners JAN 2 32013 Date: December 6,2012 Date: -ow i3 ., so c;40/,_?o/,_0632 ��, 9*1" (..3oOo3a Soy SOS Security Incorporated December 7,2012 Ms. Barbara Kirkmeyer, Chairman County of Weld 915 10th Street Greeley, CO 80631 RE: County of Weld/SOS Security Incorporated Consent to Assignment Dear Ms. Kirkmeyer: This letter is to notify you that SOS Security Incorporated is changing its structure from a corporation to a limited liability company, to be named SOS Security LLC. Prior to December 31, 2012, a majority of SOS Security Incorporated's assets and liabilities will be transferred to SOS Security LLC. We are changing the structure of SOS Security Incorporated from a corporation to a limited liability company in order to accommodate an investment of capital by ZS Fund, a New York based private equity fund, in SOS Security LLC. This transaction will enable SOS Security LLC to be a financially stronger company. ZS Fund will not be involved in any day-to-day operations or security performance related issues of SOS Security LLC. As noted in the attached Consent to Assignment, SOS Security LLC will have the same license qualifier(s), officers and operational management teams and the same employees as SOS Security Incorporated. Furthermore, there will be no change in the Company's headquarters,offices or its clients. In anticipation of the closing of the transactions described above, we request that you execute the enclosed Consent to Assignment,provide the executed Consent to me via email at esilverman@sossecurity.com, or return same in the enclosed self-addressed, stamped envelope. The closing of the transactions described above is scheduled for December 17, 2012, so we would greatly appreciate your assistance by returning the Consent to Assignment before such date. We will provide you prompt notice following the effective date of closing, which shall be on or before December 31,2012. Should you have any questions, please feel free to contact me. Thank you for your anticipated assistance in this matter. We look forward to continuing our security partnership. Sincerely yours, �J SOS SECURITY INC PORA'I'ED agag �� Edward B. Silverman,CPI) Chief Executive Officer Enclosures CORPORATE HEADQUARTERS One Security Plaza, 1915 Route 46 East, Parsippany, New Jersey 07054 (973)402-6600 • Fax: (973)402-1314 • 1-800-SECURE-0 www.sossecurity.com AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose address is 915 10`h Street, Greeley, Colorado, 80631 ("County"), and SOS Security Incorporated, whose address is One Security Plaza, 1915 Route 46 East, Parsipanny, New Jersey 07054, ("Contractor"). WHEREAS, County desires to retain Contractor as an independent contractor to perform services as more particularly set forth below; and WHEREAS, Contractor has the time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Engagement of Contractor. County hereby retains Contractor, and Contractor hereby accepts engagement by County upon the terms and conditions set forth in this Agreement and the attached Exhibit "A." 2. Term. The term of this Agreement shall be as set forth in Exhibit A. 3. Services to be Performed. Contractor agrees to perform the Services listed or referred to in Exhibit A. 4. Compensation. County agrees to pay Contractor for services performed as set forth in Exhibit A. 5. Additional Work. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement. 6. Reports County Property. All reports produced in connection with the performance of this Agreement, whether or not in completed form, shall at all times be considered the property of the County. 7. Insurance and Indemnification. Contractor shall provide at Contractor's own cost and expense the insurance set forth in Exhibit A, naming "Weld County, by and through the 1 avrtat.,t C9.cnv( _." cc o n ko Mini 0-- . g 3 R u-is li x��✓/���; Board of county Commissioners of Weld County, the Weld County Sheriff, and their employees," as "Additional Named Insureds." Contractor shall provide necessary workers' compensation insurance at Contractor's own cost and expense. Contractor shall assume full responsibility for and shall indemnify County for any damage to or loss of any County property, including buildings, fixtures, furnishings, equipment, supplies, accessories, or parts resulting in whole or part from any negligent acts or omissions of the Contractor, or any employee, agent, or representative of the Contractor. Contractor shall defend, hold harmless, and indemnify Weld County against any and all liability, claims, costs of whatsoever kind and nature for injury to or death of any person or persons and for loss of damage to any property occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operations, or performance of work under the terms of this Agreement between the Contractor and Weld County, or any employee, agent, or representative of the Contractor. 8. Termination. Termination shall be as set forth in Exhibit A. 9. Non-Assignment. Contractor may not assign or transfer this Agreement, any interest therein or claim thereunder, without the prior written approval of County. 10. Access to Records. County shall have access to Contractor's financial records as they relate to this Agreement for purposes of audit. Such records shall be complete and available for audit 90 days after final payment hereunder and shall be retained and available for audit purposes for at least five years after final payment hereunder. 11. Time of Essence. Time is of the essence in each and all of the provisions of this Agreement. 12. Interruptions.Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 13. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 14. Compliance. This Agreement and the provision of services hereunder shall be subject to the laws of Colorado and be in accordance with the policies, procedures, and practices of County. 15. Certification. Contractor certifies that Contractor is not an illegal immigrant, and further, Contractor represents, warrants, and agrees that it has verified that Contractor does not employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and Contractor may be held liable for damages. 2 16. Entire Agreement/Modifications. This Agreement(including Exhibit A) contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 17. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 18. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 19. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess. 20. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below. CONTRACTOR: SOS SECURITY INCORPORATED By: Wedza_ Edward B. Silverman, CPP President-Chief Executive Officer ATTEST: ��' °�'�`` BOARD OF COUNTY CLERK TO THE BOARD it;ui,, ,, COMMISSIONERSOF WELD COUNTY 1/42 rat ter BY:42/1/i. , 4� '-'L` OwSsf By$.�.�J�c, ?<4rDeputy Cle to the Board Barbara Kirkmey , Chairma JUN 1 5 Mid 3 Exhibit"A" Specifics of Security Services and Insurance to Be Provided by Contractor Security Services: The Weld County Sheriff's Office is responsible to provide security for the 19`h Judicial District and Weld County Courts located in 3 buildings on a city block between 9th and 10th Street and 9th and 10th Ave., Greeley, Colorado. The Main Courthouse has (2)two security check points, Plaza West Annex has (1) security check point and Centennial Building has (1) one security check point. Each check point is equipped with County owned and maintained equipment consisting of archway and handheld magnetometers and x-ray equipment. Security staff is also provided County owned and maintained Law enforcement radios with shoulder microphones and earpieces for communicating with Sheriffs Office personnel. Contractor shall furnish Security Services at the locations mentioned above with professional skill,judgment and due care, and in accordance with generally accepted security industry standards. Security Services shall include maintaining overall security and protection through trained and licensed security personnel. Contractor's security personnel shall use reasonable and appropriate measures to deter and prevent unauthorized entry, vandalism and theft. Additionally, if required, security personnel shall contact the appropriate authorities for assistance and, as directed by County, will report hazardous conditions and facilitate the overall safety at the County locations mentioned above. Licensing: Contractor represents that it is licensed by the City of Greeley to perform business within the City. Contractor further represents that its security guards are licensed in accordance with City of Greeley Code - Chapter 6.64. Proof of such licensure shall be provided to the Contract Administrator for all security guards who will work pursuant to the terms of this Agreement. County shall not reimburse Contractor for adhering to such licensing requirements. Specifications for Security Services: • The Contract Administrator for County is a Sheriff's Office Court Services Commander. All contact and operational matters between the Contractor and the County will be through the Court Services Commander and the Contractor's site supervisor. • Minimum staffing requirements are Seven (7) security guards and One (1) on-site working supervisor for a total of Eight (8). All must be un-armed and wear a uniform. The uniform must not appear similar to uniforms worn by Weld County Sheriffs deputies and must be approved by the Contract Administrator. The Eight (8) security guards will work 10.5 hours each day court is in session. • Minimum regularly scheduled hours of operation shall be sufficient for the operation of four (4) security check points Monday through Friday from 7:30 am to 6:00 pm excluding court holiday closures. On occasions the courts require 1 extended hours and the Sheriff's Office will request security guards assistance to continue to operate security checkpoints until the courts are no longer in session. Extended hours will be reimbursed for actual time in addition to the regular hours of operation. Security Services shall be provided according to the following schedule: RANK/POST I HOURS S M T WIT FISI TOTAL Security 0730 -- 10 10 10 10 10 50 Supervisor 1800 Security 0730 -- 70 70 70 70 70 - 350 Officers (7) 1800 Total Weekly -- 80 80 80 80 80 -- 400 Hours • Contractor's personnel should be aware that they might, from time to time, be subpoenaed to testify in court regarding incidents witnessed or involved in as part of performing their responsibilities at the court complex. Overtime, if any, associated with this obligation is the responsibility of the Contractor. • All pre-employment activities, i.e. application, interviews, testing etc., of guards are at the cost of the contractor and must be conducted off the Weld County work site. • Security guards will maintain the same professional standards of appearance and conduct required for Weld County Sheriffs deputies. • The Sheriffs Office may request replacement of any contractor personnel when unable to carry out the responsibilities of the contract. The Sheriffs Office shall approve all appointments to the position of site supervisor. • Contractor shall develop written standard operating procedures based on Sheriffs Office protocols for the Courthouse within 3 months of the date of signing of this Agreement. A written copy of current standard operating procedures, and any subsequent changes, shall be provided to the Contract Administrator. • Contractor shall submit invoices to the Contract Administrator by the 5ch of each month for services provided in the previous month. Holidays: The following holidays shall be observed and may be worked by Contractor's personnel, if requested by the Contract Administrator: New Year's Day, Independence Day, Martin Luther King Day, Labor Day, Presidents' Day, Thanksgiving Day, Memorial Day, and Christmas Day. 2 Term: The initial period of this Agreement shall commence on June 1, 2011, through December 31, 2011, and, subject to the satisfaction and concurrence of both parties, shall renew annually each year thereafter through December 31, 2014, unless sooner terminated as set forth below. Termination of Agreement: 1. Mutual Termination of Agreement. a. If either party fails to fulfill its obligations under a subsequent Agreement in a timely and proper manner, or if either party violates any material covenant, agreement, or stipulation of the Agreement, the party shall thereupon have the right to terminate the Agreement by giving written notice to the other party of termination which will occur no less than 30 calendar days after the date of notice. The notice shall specify the effective date of the termination, and the reasons therefore, unless the party to whom notice is given cures the breach to the satisfaction of the party giving notice prior to the effective date of termination. b. Notwithstanding the above, the contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of a subsequent Agreement by the contractor and the County may withhold any payments to the contractor, in an amount reasonably calculated to equal the estimated damages, for the purpose of setoff until such time as the exact amount of damages to the County from the contractor is determined. 2. Termination for Convenience of the County. The County may terminate a subsequent Agreement at any time by giving written notice to the contractor of termination which will occur no less than 30 calendar days after the date of notice and specify the effective date thereof. Nonperformance of Agreement: Neither party to the subsequent Agreement shall be held responsible for delay or failure to perform hereunder when such delay or failure is due to fire, flood, epidemic, strikes, acts of God or the public enemy, unusually severe weather, legal acts of the public authorities, or delay or defaults caused by -public carriers which cannot reasonably foreseen or provided for. Either party may terminate this contract, effective with the giving of written notice, after determining that such delay will reasonably prevent a successful completion of performance in accordance with the terms herein stated. If this contract is terminated, the obligation of County shall be limited to payment for services provided prior to the date of termination. 3 Minimum Site Training Requirements: • Every security guard must be trained and proficient on site procedure and operation of site equipment, at the Contractor's expense, prior to being assigned to one of the security checkpoints. • Security guard training is expected and encouraged to happen on site. However, a trainee is not considered part of the specified scheduled hours until training is complete and the security guard is able to work proficiently at a security checkpoint without assistance. All security guards shall be trained in accordance the state and/or locally mandated training requirements. • The Sheriff's Office will administer scenario based training and or security drills to ensure security guards are proficient in practicing proper protocol. Equipment/Materials Supplied by Contractor: Contractor will provide the following equipment/materials at no additional cost: Uniform, Foul Weather Gear, Flashlight, Daily Post Orders, Emergency Information Sheet, and Incident Report Form. Any additional equipment not listed in this section that is requested by County, such as communication devices, will be provided by Contractor and paid for by County. Insurance: Contractor will maintain insurance the following insurance coverage: COMBINED COVERAGE LIMIT CARRIER 1. Comprehensive General Liability $5,000,000 Philadelphia (Third Party Liability) Insurance Co. a. Comprehensive Form b. Premises/Operations c. Independent Contractors d. Products/Completed Operations e. Personal Injury f Blanket Contractual g. Extended Bodily Injury h. Host Liquor i. Theft Extension Broad Form Property Damage j. Professional Liability k. Assault and Battery I. Thirty(30) Day Notice of Cancellation 4 2. Excess General Liability $12,000,000 Philadelphia Insurance Co. 3. Worker's Compensation Statutory/ Liberty Mutual Employers Liability Coverage B Insurance Co $1,000,000 4. Third Party Fidelity Bond $5,000,000 Chubb/Federal Insurance Company 5. Automobile Liability $1,000,000 Philadelphia Insurance Co. a. All owned, hired and non-owned automobiles. b. Bodily Injury c. Property Damage 6. Employee Practices Liability/ $2,000,000 Chubb/Federal Directors & Officers Insurance Company Compensation: • Contractor shall submit a monthly invoice to the Contract Administrator for 1/12`h of the total annual price. The monthly invoice will include the itemized cost of security screening costs, requested by the Sheriffs Office, exceeding the specified contract hours. • Hourly reimbursement rate for hours exceeding the specified contract hours: $14.00. • Total monthly cost for: (8) EIGHT uniformed unarmed security guards (including one working supervisor). WEEKLY YEARLY (12 PAYMENTS) Initial contract period: 6/1/11-12/31/11 $5,501 $167,495 Additional Years: (0% increase) 151 year $5,501 $287,133 (0% increase) 2nd year $5,501 $287,133 (0% increase) 3`d year $5,501 $287,133 5 Contract Monitoring: County shall have the unfettered right to monitor the Contractor's work in every respect. In this regard, the Contractor shall provide its full cooperation, and ensure the cooperation of its employees. Further, the Contractor shall make available for inspection and/or copying when requested, original time sheets, invoices, charge slips, credentialing statements, continuing education and training records, and any other data, records and accounts relating to the contractor's work and performance under the Agreement. In the event the Contractor does not hold such material in its original form, a true copy shall be provided. 6 Sheriff John 0. Cooke ., From the Desk of: Sterling Geesaman, Deputy Chief -` - -- Offender Supervision Bureau Weld (970) 356-4015 Extension 3933 Weld County Sheriffs Office received six(6) proposals for Court Security Screening Services. The proposals were received from US Security Associates,Allied Barton Security Services, SOS Security Inc.,G4S Secure Solutions USA, C& D Security and Wilson Security Force LLC. Two staff members from the Sheriffs Office evaluated the proposals based on the following (3) criteria outlined in the RFP: Pricing, Qualifications and Functional Compatibility. Below is a matrix indicating the company and their score in each category from each evaluator: Allied Maximum SOS G4S Evaluator Evaluation US Security Barton C&D Wilson Pts. Security Secure 1 Category Associates Security Security Security Possible Inc. Solutions Services Pricing 40 40 36 35 30 14 10 Qualifications 50 25 30 50 50 50 0 Functional 10 2 5 10 8 7 0 Compatibility Total 100 67 71 95 88 71 10 Allied Maximum SOS G4S Evaluator Evaluation US Security Barton C&D Wilson 2 Category Pts. Associates Security Security Secure Security Security Possible Inc. Solutions Services Pricing 40 40 35 32 28 15 10 Qualifications 50 20 35 50 50 50 0 Functional 10 0 5 10 10 10 0 Compatibility Total 100 60 75 92 88 75 10 US Security Associates references were contacted. Inconsistencies were found based on what was reported by the company and what was reported by the references. One reference Erie Co. has never heard of US Security and the Sheriffs Office provides courthouse security. Another County, Camden advised they have a new service provider and didn't wish to comment on the service quality provided. Another reference Carteret County is extremely satisfied with the service provided. The security service provided is a night watchman who checks doors in the courthouse. US Security Associates received positive reports from references in our community, i.e. Bonnell and Channel 4 news. These positions do not do any security screening. Based on this information the company scored low on qualifications required in the RFP. US Security scored well in the pricing category as they were the low bid, $944,782.00 for the overall period of the contract. Allied Barton Security Services references were contacted. Based on what this company provided, we could not verify any evidence of experience in courthouse security screening. Several references contacted would not comment on the company's performance. Based on this information the company scored low on qualifications required in the RFP. Allied Barton Security Services pricing was$1,057,303.00 for the entire period of the contract. Weld County Sheriffs Office 1950"O" Street Greeley, CO 80631 Phone (970) 356-4015 Fax(970)304-6467 3M3/av11 S�D� 2O1 / -O4" Sheriff-John 0. Cooke From the desk of: Sterling Geesaman, Deputy Chief Offender Supervision Bureau Weld County (970) 356-4015 Extension 3933 SOS Security scored well in all areas. SOS was our previous contractor for 3 years until July of 2010. When our current security contractor was terminated, SOS was contacted and quickly stepped in to provide temporary services while the County went out for bid. SOS has met all the qualifications and their pricing for the entire period is$1,064,922.00. G4S Secure Solutions met all the qualifications and received excellent remarks from the references we contacted. Their pricing for the entire period is$1,089,527.00. C & D Security was a prior provider of security services for Weld County. They received good remarks about the quality of service they provide from the references contacted. C& D Security meets all the qualifications and their pricing for the entire period is $1,289,244.00. Wilson Security Force LLC did not provide enough information to assess whether or not they meet the qualifications required. Their pricing for the entire period was the highest of all responders at$1,534,804.00. Based on the evaluation criteria The Sheriff's Office recommends the Contract for Courthouse Security Services be awarded to SOS Security. SOS meets all the qualifications. Of all the companies who met our minimum qualifications, SOS has the lowest bid. SOS, when asked, willingly stepped in to assist Weld County in our time of need. They worked diligently in collaboration with Weld County to efficiently and effectively provide court security services with absolutely no disruption of service. 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