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HomeMy Public PortalAboutr 23-216P0001u#ion of the Parvrg4 of Tartexe#, N� 1, No. #23-216 Date of Adoption September 7, 2023 RESOLUTION AUTHORIZING THE AWARD OF A NON -FAIR AND OPEN CONTRACT FOR SECURITY SERVICES FOR THE CARTERET LIBRARY WHEREAS, the Borough of Carteret has a need for security services as a non -fair and open contract pursuant to the provisions of N.JSA. 19:44A-20.4 or 20.5; and, WHEREAS, the anticipated term of this contract is through year end 2023; and WHEREAS, Watchdog Security, Group LLC. has submitted a proposal indicating they will provide the 1 Unarmed Security Officer at $29.65 an hour at an amount not to eNceed $10,000 through the end of fiscal year 2023; and WHEREAS, Watchdog Security Group LLC. has completed and submitted a Business Entity Disclosure Certification which certifies that Watchdog Security Group LLC has not made any reportable contributions to a political or candidate committee in the Borough of Carteret in the previous one year, and that the contract will prohibit the Watdlidog Security Group LLC from making any reportable contributions through the term of the contract, and WHEREAS, the CFO has certified the availability of funds and NOW THEREFORE, BE IT RESOLVED that the Mayor and Council of the Borough of Carteret aushorizes the CFO to enter into a contract with Watchdog Security Group LLC as, described herein; and, BE IT FURTHER RESOLVED that the Business Disclosure Entity Certification and the Determination of Value be placed on file with this resolution. Adopted this 7" day of September, 2023 and certified as a true copy of the original on September 8, 2023. CARMELA POGORZELSKI, RMC Municipal Clerk RECORD Or COUNCIL VOTE COUNCILMAN YES j NO I NV I A.B. COUNCILMAN YBS NO NV A.B. BELLING X JOHAL X DIAZ KRUM DIMASCIO NAPLES X X- Indicate Vote AB - Absent NV - Not Voting XOR- Indicates Vote to Overmle Veto Adopted at a meeting of the Municipal Council'} Septemlair 7 2023 MUNIM0N1 �(` PTC RZ1 t i t7 r CLPAT. K,'��O "P, A) 4' V, fi, Red Wl NMI 39.1 JA61 Fax I' { tilt igsOcllril Y!"voill I.collil rffi%thic Ati�ow;t ),,14, A03 age 0 1 Services 3 Z Payment and Invoicing Terms 4 3 Changes 5 4 Standard of Care 5 5 Limitation of Liability for Loss 5 6 Miscellaneous 6 7 Exhibit "A„ 9 g Task Order 10 2 1 Page This Agreement for Professional Security Services (the "Agreement"), effective June 27, 2023, is by and between WATCHDOG SECURITY GROUP, a domestic business corporation licensed by the New Jersey State Department of State, Division of Licensing Set -vices, as Watch -Guard and Patrol Agency, with its principal office at 331 Newman Springs Rd, Bldg 1, Suite 143, Red Bank NJ 07701_ (hereinafter "WATCHDOG SECURITY GROUP"), and Carteret Public Library ("hereinafter Client"). WHEREAS, Client finds that WATCHDOG SECURITY GROUP is willing to perform Security Guard Service work hereinafter described in accordance with the provisions of this Agreement; and WHEREAS, Client finds that WATCHDOG SECURITY GROUP is qualified to perform the work, all relevant factors considered, and that such performance will be in furtherance of Client's business. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: SERVICES. Lit Services to Client: WATCHDOG SECURITY GROUP shall provide the following ("Services") to Client only: Unarmed Security Services for the property of the client within the established area(s) of the primary property located at 100 Cooke Avenue, Cartert NJ 07008 specifically known as the Carteret Public Library. Security services are for the Library and their parking lots, but not including adjacent property, sidewalks, streets, wooded areas, residences, establishments, or businesses, or other areas not specifically indicated in this agreement. The designated areas shall be listed in an attached "Exhibit A". The terms "protection of property", shall in no way be construed to suggest that WATCHDOG SECURITY GROUP is responsible for incidents that occur, which upon acting in good faith, the WATCHDOG SECURITY GROUP security guard performs his or her duties as outlined in this contract and according to WATCHDOG SECURITY GROUP General Orders, and the incident occurs as a result of an unforeseen circumstance, or upon the reliance by a third party, not covered by this agreement, that WATCHDOG SECURITY GROUP is responsible for the protection of his or her life or property or any other duties contained in this agreement to the client. WATCHDOG SECURITY GROUP employees will not perform any duties not contracted for. Further that this agreement is solely for the mutual benefit of the parties who enter into it. Nothing shall be construed to suggest that WATCHDOG SECURITY GROUP, its employees, agents, or security guards are compelled, required, contracted, or willing to protect the life or lives or property of persons unless specifically listed in this agreement, Lb The terms "protection of property" shall include the listed property in 3 1 page "Exhibit All. The duties of the WATCHDOG SECURITY GROUP security guard regarding the protection of property include and are limited to: 1- Providing a visible deterrent for property crimes and crime against the client, which include criminal mischief, making graffiti, larceny, burglary, criminal tampering, trespass, and criminal trespass, misapplication of property. The terms are limited to the property of the client, so long as the property is located within the geographical area of the items listed in "Exhibit A". 2- Alerting the proper law enforcement authority of the incident immediately. 3- Provide a Security Officer to patrol the interior and exterior of the library during scheduled hours. Nothing shall be construed to suggest that WATCHDOG SECURITY GROUP , its employees, agents, or security guards are compelled, required, contracted, or willing to protect the life or property of persons not specifically listed in this agreement. WATCHDOG SECURITY GROUP will provide armed security guards with the qualifications described in section 4 of this agreement. PAYMENT AND INVOICING TERMS. 2.1 Payment for Services: WATCHDOG SECURITY GROUP will be paid as follows: The Carteret Public Library will be invoiced weekly. The client shall, upon receiving an invoice fiom WATCHDOG SECURITY GROUP , pursuant to section 2.3, make payments in the agreed manner by company check or credit card (Visa, MasterCard, American Express or Discover) payable to our factoring company Porter Capital Corporation 2112 First Avenue, North Birmingham, Alabama 35203 Such payment shall be made within 30 days from the date of invoice. 2.2 WATCHDOG SECURITY GROUP will bill the client at a rate of $29.65 per billable hour for a Uniformed Armed Security Officer as agreed by the client and WATCHDOG SECURITY GROUP. 2.3 INVOICING & LATE PAYMENT POLICY: (a) Invoices will be submitted weekly by WATCHDOG SECURITY GROUP for payment by Client. Payment is due net (30) days from the date of invoice. The client shall be liable for late payments charges for payments received more than 5 days from due date. Said charge is $1.5% of total bill amount. If the payment goes past the 90 days due, an additional 2.5% of total amount due will be accessed. If your account has any unpaid invoices overdue by more than 90 days you will be notified and WATCHDOG SECURITY GROUP may opt to discontinue service. Failure to pay any invoice within 90 days of the due date will result in account termination without further notice. Non-payment of any invoice does not release the client from any amount due at the time of termination. 4 1 Page All amounts due plus late charges, if any, will be referred to an outside collection agency and law firm for collection. CHANGES. Client may, with the approval of WATCHDOG SECURITY GROUP, issue written directions within the general scope of Security Services to be ordered. Such changes (the "Change Order") may be for additional work or WATCHDOG SECURITY GROUP may be directed to change the direction of the work covered by the Task Order, consistent with all applicable laws, but no change will be allowed unless agreed to by WATCHDOG SECURITY GROUP in writing. STANDARD OF CARE. WATCHDOG SECURITY GROUP warrants that its set -vices shall be performed by personnel possessing competency consistent with applicable industry standards, who are both licensed by the Department of State, have prior to appointment for employment at WATCHDOG SECURITY GROUP, been subject to a comprehensive character background investigation, personal interview, submitted to fingerprint screening, screened for sex offender status, department of corrections check, and pre -employment drug screening. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any set -vices performed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY WATCHDOG SECURITY GROUP CONCERNING T14E SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT, TITLE OR OTHERWISE. 5 LIMITATION OF LIABILITY FOR LOSS. 5.1 The parties acknowledge that WATCHDOG SECURITY GROUP has been retained to provide services to Client as a deterrent against loss and/or damage from criminal and/or other prohibited acts on or about the Protected Premises, and not as an insurer against all or any such loss or damage. 5.2 It is further acknowledged by the parties that the amounts payable to WATCHDOG SECURITY GROUP under this Agreement are based upon the value of the services rendered and are unrelated to the value of Client's property, both real and personal, or the property of third parties located in or about the Protected Premises. Client therefore acknowledges and agrees that WATCHDOG SECURITY GROUP is making no guarantee or warranty — either express or implied — that its services will absolutely avert and/or prevent all or any loss or damage to the Protected Premises. 5.3 Client agrees that it will hold harmless and indemnify WATCHDOG SECURITY GROUP, its employees, officers, agents and assignees, against all losses and damages to the Protected Premises suffered by Client or any third party as the result of 5 1 Page ordinary or gross negligence and/or any and all occurrences and/or conditions on or about the Protected Premises beyond WATCHDOG SECURITY GROUP 's reasonable control. 6 MISCELLANEOUS. 6.1 Insolvency and Adequate Assurances: If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion, WATCHDOG SECURITY GROUP may demand in writing adequate assurances of Client's ability to meet its payment obligations under this Agreement. Unless Client provides the assurances in a reasonable time and manner acceptable to WATCHDOG SECURITY GROUP, in addition to any other rights and remedies available, WATCHDOG SECURITY GROUP may partially or totally suspend its performance while awaiting assurances, without any liability. 6.2 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. 6.3 Modification and Waiver: Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach. 6.4 Independent Contractor: WATCHDOG SECURITY GROUP is an independent contractor of Client. 6.5 Notices: Client shall give WATCHDOG SECURITY GROUP written notice within one hundred eighty (180) days of obtaining knowledge of the occurrence of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against WATCHDOG SECURITY GROUP, whether such claim is based in law or equity, arising under or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by WATCHDOG SECURITY GROUP with respect hereto. If Client fails to give such notice to WATCHDOG SECURITY GROUP with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, Client shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives a manually signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address specified below or such other address as may be specified in a written notice in accordance with this Section. If to WATCHDOG SECURITY GROUP: 331 Newman Springs Rd, Bldg 1, suite 143, Red bank NJ 07701 6 1 Paste If to Client: Carteret Public Library, 100 Cooke Avenue, Carteret NJ 07008 Any party may, by notice given in accordance with this Section to the other parties, designate another address or person or entity for receipt of notices hereunder. 6.6 Assignment: The Agreement is not assignable or transferable by Client, except as agreed by both parties in writing. This Agreement is not assignable or transferable by WATCHDOG SECURITY GROUP without the written consent of Client, which consent shall not be unreasonably withheld or delayed. 6.7 Disputes: WATCHDOG SECURITY GROUP and the Client recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, WATCHDOG SECURITY GROUP and Client agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to non -binding mediation unless WATCHDOG SECURITY GROUP and Client mutually agree otherwise. If the dispute is not resolved through non- binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement. 6.8 Section Headines: Title and headings of sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. 6.9 Representations, 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 (by original or tele-copied signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. 6.10 Non -solicitation of Employees: During and for one (1) year after the term of this Agreement, Client will not solicit the employment of, or employ WATCHDOG SECURITY GROUP's personnel, without the WATCHDOG SECURITY GROUP's prior written consent. 6.11 Governing Law and Construction: This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. 7 1 Page 6.12 Entire Agreement; Survival: This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Client and WATCHDOG SECURITY GROUP respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto. Additional services may be added at anytime by request of the client and agreement by WATCHDOG SECURITY GROUP . Such set -vice or services shall be deemed to be consistent with the warranties established herein. 6.13 Force Majeure: WATCHDOG SECURITY GROUP shall not be responsible for delays or failures if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties 6.14 Term & Termination: The term of this agreement shall be as set forth in the schedule attached as Exhibit B. Any changes to this schedule by either party should be communicated and confirmed in writing as soon as possible, but no less than I business day prior to the date for which service is being changed. Said contract will automatically renew if not cancelled in accordance with this agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, consisting of six pages, plus Exhibit "A", having initialed at the bottom of each page, as of the day and year first above written. Date: August 24, 2023 [CLIENT] By: Title: [WATCHDQG $MURITY GROUP ] By: _James- Mids ( Owner) 8 1 Page Carteret Public Library 100 Cooke Avenue Carteret, NJ 07008 Location of Site: The property is located at 100 Cooke Ave, Carteret NJ. Same is a large commercial building with mixed use. uuent WATCHDC Y GROUP 9 1 Page Please Sign and Date at Bottom and Return Via Fax or Email w/Attachment The Carteret Public Library 100 Cooke Avenue Carteret, NJ 07008 Dates/f i Weekly: Monday - Saturday M,W,F&S-1:00pm-5:00pm/T&T-3:00pin —7:0opm Rate (U.S. Doll, $29.65 per hour for I Unarmed Security Guard Job Del Officers will perform the duties of an Unarmed Security Officer within the Carteret Public Library. Date: August 24, 2023 [CLIENT] By: Title: [WAT( URITY GROUP ] By: Jan Title: 10 1 Page