99SWC-S1553 - Universal Protection Service LLC dba Allied Universal Security Services - Fully Executed Contract.pdf

CETS# 24680

RFP# 99SWC-S1553

CONTRACT FOR SERVICES OF mDEPENDENT CONTRACTOR A Contract Between the State of Nevada

Acting by and Through its

Agency Name:

Address:

City, State, Zip Code:

Contact:

Phone:

Fax:

Email:

Monitored By: Department of Administration Purchasing Division

515 East Musser Street, Suite 300

Carson City, NV 89701

Annette Morfin, Purchasing Officer

775-684-0185

775-684-0188 mouniii n ;i<iii!iii.i!', .;'.(i\

Contractor Name:

Address:

City, State, Zip Code:

Contact:

Phone:

Fax:

Email:

Universal Protection Service, LLC dba Allied Universal Security Services

4000 S. Eastern Ave. Suite 210

Las Vegas, NV 89119

Ruben Sanchez

702-704-0990

702-736-2937

Ruben.sanchez@aus.com

WHEREAS, NRS 333.700 authorizes officers, departments, institutions, boards, commissions, and other agencies in the

Executive Department of the State Government which derive their support from public money in whole or in part to engage, subject to the approval of the Board of Examiners (BOB), services of persons as independent contractors; and

WHEREAS, it is deemed that the service of Contractor is both necessary and in the best interests of the State of Nevada.

NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as follows:

1. REQUDIED APPROVAL. This Contract shall not become effective until and unless approved by the Nevada State Board of Examiners.

2. DEFINITIONS.

A. "State" - means the State of Nevada and any State agency identified herein, its officers, employees and immune contractors as defined in NRS 41.0307.

B. "Contracting Agency" - means the State agency identified above.

C. "Contractor" - means the person or entity identified above that performs services and/or provides goods for the State under the terms and conditions set forth in this Contract.

D. "Fiscal Year" - means the period beginning July 1 st and ending June 30th of the following year.

E. "Contract" - Unless the context otherwise requires, "Contract" means this document entitled Contract for Services of

Independent Contractor and all Attachments or Incorporated Documents.

F. "Contract for Independent Contractor" - means this document entitled Contract for Services of Independent

Contractor exclusive of any Attachments or Incorporated Documents.

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CONTRACT TERM. This Contract shall be effective as noted below, unless sooner terminated by either party as specified in Section 10, Contract Termination. Contract is subject to Board of Examiners' approval.

Effective from: October 1,2021 To: September 30, 2025

NOTICE. All communications, including notices, required or permitted to be given under this Contract shall be in writing and directed to the parties at the addresses stated above. Notices may be given: (i) by delivery in person; (ii) by a nationally recognized next day courier service, return receipt requested; or (iii) by certified mail, return receipt requested. If specifically requested by the party to be notified, valid notice may be given by facsimile transmission or electronic mail to the address(es) such party has specified in writing.

INCORPORATED DOCUMENTS. The parties agree that this Contract, inclusive of the following attachments, specifically describes the scope of work. This Contract incorporates the following attachments in descending order of constructive precedence:

ATTACHMENT AA:

ATTACHMENT BB:

ATTACHMENT CC:

ATTACHMENT DD:

SCOPE OF WORK and COST SCHEDULE

INSURANCE SCHEDULE

STATE SOLICITATION #99SWC-S1553

VENDOR PROPOSAL

Any provision, term or condition of an Attachment that contradicts the terms of this Contract for Independent Contractor, or that would change the obligations of the State under this Contract for Independent Contractor, shall be void and unenforceable.

CONSIDERATION. The parties agree that Contractor will provide the services specified in Section 5, Incorporated Documents at a cost as noted below:

Total Contract or installments payable at: Variable per attached cost schedule

Total Contract Not to Exceed: $30,000,000.00

The State does not agree to reimburse Contractor for expenses unless otherwise specified in the incorporated attachments.

Any intervening end to a biennial appropriation period shall be deemed an automatic renewal (not changing the overall

Contract term) or a termination as the result of legislative appropriation may require.

ASSENT. The parties agree that the terms and conditions listed on incoqiorated attachments of this Contract are also specifically a part of this Contract and are limited only by their respective order of precedence and any limitations specified.

BILLING SUBMISSION: TIMELINESS. The parties agree that timeliness of billing is of the essence to the Contract and recognize that the State is on a Fiscal Year. All billings for dates of service prior to July 1 must be submitted to the state no later than the first Friday in August of the same calendar year. A billing submitted after the first Friday in August, which forces the State to process the billing as a stale claim pursuant to MRS 353.097, will subject Contractor to an administrative fee not to exceed one hundred dollars ($100.00). The parties hereby agree this is a reasonable estimate of the additional costs to the state of processing the billing as a stale claim and that this amount will be deducted from the stale claim payment due to Contractor.

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CETS# 246SO

RFPH 99SWC-S1553

9. INSPECTION & AUDIT.

A. Books and Records. Contractor agrees to keep and maintain under generally accepted accounting principles (GAAP) full, true and complete records, contracts, books, and documents as are necessary to fully disclose to the State or

United States Government, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with all State and federal regulations and statutes.

B. Inspection & Audit. Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting documentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, with or without notice by the State Auditor, the relevant State agency or its contracted examiners, the department of Administration, Budget Division, the Nevada State Attorney General's

Office or its Fraud Control Units, the state Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives. All subcontracts shall reflect requirements of this Section.

C. Period of Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimum three (3) years, and for five (5) years if any federal funds are used pursuant to the Contract. The retention period runs from the date of payment for the relevant goods or services by the state, or from the date of termination of the Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue.

10. CONTRACT TERMINATION.

A. Termination Without Cause. Regardless of any terms to the contrary, this Contract may be terminated upon written notice by mutual consent of both parties. The State unilaterally may terminate this contract without cause by giving not less than thirty (30) days' notice in the manner specified in Section 4, Notice. The Contractor unilaterally may terminate this contract without cause by giving not less than one-hundred eighty (180) days' notice in the manner specified in Section 4. Notice. If this Contract is unilaterally terminated by either party. Contractor shall use its best efforts to minimize cost to the State and Contractor will not be paid for any cost that Contractor could have avoided.

B. State Termination for Non-ApDropriation. The continuation of this Contract beyond the current biennium is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State Legislature and/or federal sources. The State may terminate this Contract, and Contractor waives any and all claims(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the contracting Agency's funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired.

C. Termination with Cause for Breach. A breach may be declared with or without termination. A notice of breach and termination shall specify the date of termination of the Contract, which shall not be sooner than the expiration of the Time to Correct, if applicable, allowed under subsection 10D. This Contract may be terminated by either party upon written notice of breach to the other party on the following grounds:

1) If Contractor fails to provide or satisfactorily perform any of the conditions, work, deliverables, goods, or services called for by this Contract within the time requirements specified in this Contract or within any granted extension of those time requirements; or

2) If any state, county, city, or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this

Contract is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed;

or

3) If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the Bankruptcy Court; or

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4) If the State materially breaches any material duty under this Contract and any such breach impairs Contractor's ability to perform; or

5) If it is found by the State that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the performing of such contract; or

6) If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to the performance of this Contract.

D. Time to Correct. Unless the breach is not curable, or unless circumstances do not permit an opportunity to cure, termination upon declared breach may be exercised only after service of formal written notice as specified in Section

4, Notice, and the subsequent failure of the breaching party within fifteen (15) calendar days of receipt of that notice to provide evidence, satisfactory to the aggrieved party, showing that the declared breach has been corrected. Upon a notice of breach, the time to correct and the time for termination of the contract upon breach under subsection 10C, above, shall run concurrently, unless the notice expressly states otherwise.

E. Winding Up Affairs Upon Termination. In the event of termination of this Contract for any reason, the parties agree that the provisions of this Section survive termination:

1) The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination;

2) Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the Contracting Agency;

3) Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this

Contract if so requested by the Contracting Agency;

4) Contractor shall preserve, protect and promptly deliver into State possession all proprietary information in accordance with Section 21, State Chvnership ofProprietaiy Information.

11. REMEDIES. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a prevailing party reasonable attorneys' fees and costs. For purposes of an award of attorneys' fees to either party, the parties stipulate and agree that a reasonable hourly rate of attorneys' fees shall be one hundred and fifty dollars ($150.00) per hour. The State may set off consideration against any unpaid obligation of Contractor to any State agency in accordance with NRS 353C. 190. In the event that Contractor voluntarily or involuntarily becomes subject to the jurisdiction of the Bankruptcy Court, the State may set off consideration against any unpaid obligation of Contractor to the State or its agencies, to the extent allowed by bankruptcy law, without regard to whether the procedures ofNRS

3 53C. 190 have been utilized.

12. LIMITED LIABILITY. The State will not waive and intends to assert available NRS Chapter 41 liability limitations in all cases. Contract liability of both parties shall not be subject to punitive damages. Damages for any State breach shall never exceed the amount of funds appropriated for payment under this Contract, but not yet paid to Contractor, for the

Fiscal Year budget in existence at the time of the breach. Contractor's tort liability shall not be limited.

13. FORCE MAJEURE. Neither party shall be deemed to be in violation of this Contract if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the terms of the Contract after the intervening cause ceases.

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14. INDEMNIFICATION AND DEFENSE. Contractor shall indemnify, hold harmless and defend, not excluding the State's right to participate, the State from and against all liability from third party claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, to the extend caused by any breach of the obligations of Contractor under this contract, or any alleged negligent or willful acts or omissions of Contractor, its officers, employees and agents. Contractor's obligation to indemnify the State shall apply in all cases except for claims arising solely from the negligence or willful acts of omissions of the Stale; however, in any case not involving an intentional tort on the part of Contractor, if there is partial or contributory negligence or fault attributable to the State, Contractor's indemnity obligations shall be limited to the percentage of loss, damage or harm attributable to

Contractor. Contractor waives any rights of subrogation against the State. Contractor's duty to defend begins when the

State requests defense of any claim arising from this Contract.

15. REPRESENTATIONS REGARDING INDEPENDENT CONTRACTOR STATUS. Contractor represents that it is an independent contractor, as defined in NRS 333.700(2) and 616A.255, warrants that it will perform all work under this contract as an independent contractor, and warrants that the State of Nevada will not incur any employment liability by reason of this Contract or the work to be performed under this Contract. To the extent the State incurs any employment liability for the work under this Contract; Contractor will reimburse the State for that liability.

16. INSURANCE SCHEDULE. Unless expressly waived in writing by the State, Contractor must carry policies of insurance and pay all taxes and fees incident hereunto. Policies shall meet the terms and conditions as specified within this Contract along with the additional limits and provisions as described in Attachment BB, incorporated hereto by attachment. The State shall have no liability except as specifically provided in the Contract.

Contractor shall not commence work before Contractor has provided the required evidence of insurance to the Contracting

Agency. The State's approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent to this Contract. Any failure of the State to timely approve shall not constitute a waiver of the condition.

A. Insurance Coverage. Contractor shall, at Contractor's sole expense, procure, maintain and keep in force for the duration of the Contract insurance conforming to the minimum limits as specified in Attachment BB, incorporated hereto by attachment. Unless specifically stated herein or otherwise agreed to by the State, the required insurance shall be in effect prior to the commencement of work by Contractor and shall continue in force as appropriate until:

1) Final acceptance by the State of the completion of this Contract; or

2) Such time as the insurance is no longer required by the State under the terms of this Contract; whichever occurs later.

Any insurance or self-insurance available to the State shall be in excess of and non-contributing with, any insurance required from Contractor. Contractor's insurance policies shall apply on a primary basis. Until such time as the insurance is no longer required by the State, Contractor shall provide the State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the Contract, an insurer or surety shall fail to comply with the requirements of this Contract, as soon as Contractor has knowledge of any such failure. Contractor shall immediately notify the State and immediately replace such insurance or bond with an insurer meeting the requirements.

B. General Requirements.

1) Additional Insured: The State of Nevada, it officers, employees and immune contractors as defined in NRS

41.0307 shall be included as additional insnreds to the extent of the Contractor's indenmification and defense obligations set forth in Section 14 of the Contract and up to the required insurance coverage amount. The policy shall be endorsed to include the following or equivalent verbiage. "The State of Nevada Us officers, employees and immune contractors as defined in NRS 41.0307 shall be included as an additional insured where required by written contract. "

2) Waiver of Subroaation: Each insurance policy shall provide for a waiver of subrogation against the State of Nevada, its officers, employees and immune contractors as defined in NRS 41.0307 for losses arising from work/materials/equipment performed or provided by or on behalf of Contractor.

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3) Cross Liability: All required liability policies shall provide cross-liability coverage as would be achieved under the standard ISO separation ofinsureds clause.

4) Deductibles and Self-Insured Retentions: Any deductible or self-insured retention shall not exceed fifty thousand dollars ($50,900.00) per occurrence, unless otherwise approved by the Risk Management Division.

Such approval shall not relieve Contractor from the obligation to pay any deductible or self-insured retention.

Approval of self-insured retentions and deductibles shall not be unreasonably withheld upon Contractor's demonstration of financial capacity to carry said dednctibles and self-insureif retentions. Should the State require added security, the State shall accept a financial guarantee of Contractor's parent company guaranteeing payment of losses ami related claims investigation, administration and defense expenses that fall within the policy self-insured retentions and deductibles.

5) Policy Cancellation: Except for ten (10) days notice for non-payment of premiums, each insurance policy shall be endorsed to state that without thirty (30) days prior written notice to the State of Nevada, c/o Contracting Agency, the policy shall not be canceled, non-renewed or coverage and/or limits reduced or materially altered, and shall provide that notices required by this Section shall be sent by certified mail to the address shown on page one (1) of this contract.

6) Approved Insurer: Each insurance policy shall be:

a) Issued by insurance companies authorized to do business in the State of Nevada or eligible surplus lines insurers acceptable to the State and having agents in Nevada upon whom service of process may be made;

and

b) Currently rated by A.M. Best as "A-VU" or better.

C. Evidence of Insurance.

Prior to the start of any work, Contractor must provide the following documents to the contracting State agency:

1) Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar must be submitted to the State to evidence the insurance policies and coverages required of Contractor. The certificate must name the State of Nevada, its officers, employees and immune contractors as defined in NR.S 41.0307 as the certificate holder. The certificate should be signed by a person authorized by the insurer to bind coverage on its behalf. The State project/Contract number; description and Contract effective dates shall be noted on the certificate, and upon renewal of the policies listed. Contractor shall furnish the State with replacement certificates as described within Section 16A, Insurance Coverage.

Mail all required insurance documents to the State Contracting Agency identified on Page one of the

Contract.

2) Additional Insured Endorsement: An Additional Insured Endorsement {CG 20 10 04 13 mill CG 20 37 04 13 or their equivalents) signed by an authorized insurance company representative, must be submitted to the State to evidence the endorsement of the State as an additional insured per Section 16B, General Requirements.

3) Schedule of Underlying Insurance Policies: If Umbrella or Excess policy is evidenced to comply with minimum limits, a copy of the underlying Schedule from the Umbrella or Excess insurance policy may be required.

4) Review and Approval: Documents specified above must be submitted for review and approval by the State prior to the commencement of work by Contractor. Neither approval by the State nor failure to disapprove the insurance furnished by Contractor shall relieve Contractor of Contractor's full responsibility to provide the insurance required by this Contract. Compliance with the insurance requirements of this Contract shall not limit the liability of Contractor or its subcontractors, employees or agents to the State or others, and shall be in additional to and not in lieu of any other remedy available to the State under this Contract or otherwise. The

State reserves the right to request and review a copy of any required insurance policy or endorsement to assure compliance with these requirements.

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17. COMPLIANCE WITH LEGAL OBLIGATIONS. Contractor shall procure and maintain for the duration of this Contract any state, county, city or federal license, authorization, waiver, permit qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract.

Contractor shall provide proof of its compliance upon request of the Contracting Agency. Contractor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Real property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157 and NRS 361.159. Contractor agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this

Contract.

18. WAIVER OF BREACH. Failure to declare a breach or the actual waiver of any particular breach of the Contract or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach.

19. SEVERABILITY. If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non-enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable.

20. ASSIGNMENT/DELEGATION. To the extent that any assignment of any right under this Contract changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the performance of this Contract, attempts to operate as a novation, or includes a waiver or abrogation of any defense to payment by State, such offending portion of the assignment shall be void, and shall be a breach of this Contract. Contractor shall neither assign, transfer nor delegate any rights, obligations nor duties under this Contract without the prior written consent of the State.

21. STATE OWNERSHIP OF PROPRIETARY INFORMATION. Any data or information provided by the State to Contractor and any documents or materials provided by the State to Contractor in the course of this Contract ("State

Materials") shall be and remain the exclusive property of the State and all such State Materials shall be delivered into State possession by Contractor upon completion, termination, or cancellation of this Contract.

22. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from Contractor may be open to public inspection and copying. The State has a legal obligation to disclose such information unless a particular record is made confidential by law or a common law balancing of interests. Contractor may label specific parts of an individual document as a "trade secret" or "confidential" in accordance with NRS 333.333, provided that Contractor thereby agrees to indemnify and defend the State for honoring such a designation. The failure to so label any document that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any release of the records.

23. CONFIDENTIALITY. Contractor shall keep confidential all information, in whatever form, produced, prepared, observed or received by Contractor to the extent that such information is confidential by law or otherwise required by this

Contract.

24. FEDERAL FUNDING. In the event federal funds are used for payment of all or part of this Contract, Contractor agrees to comply with all applicable federal laws, regulations and executive orders, including, without limitation the following:

A. Contractor certifies, by signing this Contract, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. This certification is made pursuant to Executive Orders 12549 and 12689 and Federal

Acquisition Regulation subpart 9.4, and any relevant program-specific regulations. This provision shall be required of every subcontractor receiving any payment in whole or in part from federal fands.

B. Contractor and its subcontracts shall comply with all terms, conditions, and requirements of the Americans with

Disabilities Act of 1990 (P.L. 101-136), 42 U.S.C. 12101, as amended, and regulations adopted thereunder, mcluding

28 C.F.R. Section 35, inclusive, and any relevant program-specific regulations.

C. Contractor and it subcontractors shall comply with the requirements of the Civil Rights Act of 1964 (P.L. 88-352), as amended, the Rehabilitation Act of 1973 (P.L. 93-112), as amended, and any relevant program-specific regulations, and shall not discriminate against any employee or oflferor for employment because of race, national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and AIDS-related conditions.)

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25. LOBBYING. The parties agree, whether expressly prohibited by federal law, or otherwise, that no funding associated with this Contract will be used for any purpose associated with or related to lobbying or influencing or attempting to lobby or influence for any purpose the following:

A. Any federal, state, county or local agency, legislature, commission, council or board;

B. Any federal, state, county or local legislator, commission member, council member, board member, or other elected official; or

C. Any officer or employee of any federal, state, county or local agency; legislature, commission, council or board.

26. GENERAL WARRANTY. Contractor warrants that all services, deliverables, and/or work products under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry; shall conform to or exceed the specifications set forth in the incorporated attachments; and shall be fit for ordinary use, of good quality, with no material defects.

27. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing this Contract on behalf of each party has fall power and authority to enter into this Contract. Contractor acknowledges that as required by statute or regulation this Contract is effective only after approval by the State Board of Examiners and only for the period of time specified in the Contract. Any services performed by Contractor before this Contract is effective or after it ceases to be effective are performed at the sole risk of Contractor.

28. DISCLOSURES REGARDING CURRENT OR FORMER STATE EMPLOYEES. For the purpose of State compliance with NRS 333.705, Contractor represents and warrants that if Contractor, or any employee of Contractor who will be performing services under this Contract, is a current employee of the State or was employed by the State within the preceding 24 months. Contractor has disclosed the identity of such persons, and the services that each such person will perform, to the Contracting Agency.

29. ASSIGNMENT OF ANTITRUST CLAIMS. Contractor irrevocably assigns to the State any claim for relief or cause of action which Contractor now has or which may accrue to Contractor in the future by reason of any violation of State of

Nevada or federal antitrust laws in connection with any goods or services provided under this Contract.

30. GOVERNING LAW: JURISDICTION. This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Nevada, without giving effect to any principle ofconflict-of-law that would require the application of the law of any other jurisdiction. The parties consent to the exclusive jurisdiction of and venue in the First Judicial District Court, Carson City, Nevada for enforcement of this Contract, and consent to personal jurisdiction in such court for any action or proceeding arising out of this Contract.

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31. ENTIRE CONTRACT AND MODIFICATION. This Contract and its integrated attachments) constitute the entire agreement of the parties and as such are intended to be the complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this Contract specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language between any such attachment and this Contract shall be construed consistent with the terms of this Contract. Unless otherwise expressly authorized by the terms of this Contract, no modification or amendment to this Contract shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto and approved by the Office of the Attorney General and the State Board of Examiners. This Contract, and any amendments, may be executed in counterparts.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed and intend to be legally bound thereby.

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RFP 99SWC-S1553

ATTACHMENT AA

SCOPE OF WORK

AND

COST SCHEDULE

amorfin Cross-Out

1.9 The estimated usage (number of 4th quarter of 2020 hours) of the current contract is as follows:

1.9.1 North: 4th quarter of 2020 there were atotal of 25,361.75 hours.

1.9.2 South: 4th quarter of 2020 there were a total of 52,897.25 hours.

1.10 The total billed hours for all services in Calendar Year 2020 is as follows:

1.10.1 North: 93,222.25 which includes all services. There is not a breakdown for

Armed Services.

1.10.2 South: 193,931.00 which includes all services. There is not a breakdown for

Armed Services.

1.11 This contract shall be mandatory for State agencies located in geographic regions serviced by the contract. The University and Community College System, the Court System, the

Legislative Counsel Bureau, and Political Subdivisions (i.e., cities, counties, school districts, etc.) may use the contract(s) resulting from this RFP; however, they are not required to do so.

1.12 The State Purchasing Division shall administer the contract resulting from this RFP. The resulting contract shall be for a contract term of four (4) years, anticipated to begin October

1, 2021, subject to Board of Examiners approval, through September 30, 2025.

2. SCOPE OF WORK

2.1 GENERAL

2.1.1 Security guards shall establish order and safeguard employees, property and clients while on agency premises.

2.1.2 Security guards shall be familiar with non-violent resolutions to conflict.

2.1.3 Security guards shall assist in emergency situations, identify conflicts, intervene courteously, defuse potential employee/client problems and perform other security-related functions as required by the using agency.

2.2 LOCATIONS AND HOURS

2.2.1 The services are required Statewide including Northern, Southern and Rural Nevada.

2.2.2 Proposing vendors should indicate what services are available in the different areas.

2.2.3 The respective agency and the successful vendor will agree upon the location, days and hours of duty for the security guards.

Uniformed Security Guards RFP 99SWC-S1553 Page 5 of 52

2.2.4 The awarded vendor may only bill for Holiday pay if the awarded vendor observes the holiday. If the awarded vendor does not observe a State Observed Holiday and awarded contractor services are utilized on that State Observed Holiday, the rate of pay will be the Regular Shift Bill Rate per Hour.

2.2.4.1 Proposing vendors shall list their company's observed holidays in their RFP proposal.

2.3 SCHEDULE AND DUTIES

2.3.1 General

Under normal circumstances, the agency liaison will provide the successful vendor with a minimum of 48 hour-notice if any significant changes in service and/or schedulmg are required.

2.3.1.1 Safety

A. Perform all necessary services to assure the safety and protection of building occupants.

B. Immediately report potentially hazardous conditions and items in need of repair to the agency liaison.

C. The agency liaison will advise the awarded vendor if communication devices (such as walkie talkies) are required when multiple guards are on duty. Awarded vendor will be responsible for supplying the communication devices (such as walkie talkies) unless the agency decides to supply the devices.

2.3.1.2 Emergency Assistance

A. In the event of an emergency situation, notiiy the appropriate police jurisdiction immediately and then the agency liaison.

B. Take prescribed action until assistance arrives.

2.3.1.3 Weapons

A. An armed officer is defined as a uniformed security guard who is authorized, trained, show regular proficiency, and will carry a firearm in the course of duty. This is distinguished from an unarmed security guard who will not carry a firearm; however, may carry authorized weapons.

B. The agency liaison will advise the contractors) if they require armed or unarmed services.

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C. Types of weapons issued to security guards are an agency decision contingent on more restrictive contractor policy and law. To carry any weapons the armed security guard would have to be certified with that type of weapon. All weapons must be within acceptable industry standards and the security officer must be authorized, trained, and show regular proficiency. Some examples of weapons may include baton, electronic control device, and oleoresin capsicum.

D. A security guard may carry a locking blade knife for utility purposes only, in a manner approved by the agency.

Generally, a locking blade knife will not be considered a weapon.

E. Proposing vendors shall specify if they are providing armed, unarmed, or both armed/unarmed guards in their proposals and show appropriate pricing.

F. If providing armed guards defined under NAC 648.345 -

648.355; vendors shall provide a list of firearms which the guards are authorized to carry and show proof that guards are certified to carry those weapons.

2.3.1.4 Arrest and Detention

Security guards may make citizen arrests or detain individuals who jeopardize the safety of employees, clients and/or property.

2.3.1.5 Reporting

Security guards will prepare electronic daily logs and/or irregularity reports as required by the using agency.

2.4 COST

2.4.1 The State Cost Proposal, Refer to Attachment G - Cost Schedule, must outline the defmitions and hourly wage for the following items:

2.4.1.1 Regular shift: Regular shifts are pre-scheduled hours as requested by the agency. Regular shifts will not be paid as overtime regardless of the number of hours during a day, week, or pay period. Regular shifts are scheduled at least fourteen (14) days in advance.

2.4.1.2 Overtime: Overtime is a non-scheduled shift, call back, or an extension of a regular shift in which the agency requires the security guard to stay on duty.

2.4.1.3 Holiday shift: Applies to the actual holiday if this holiday is observed by the awarded vendor(s).

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2.4.1.4 Special events shift: These shifts are occasional or one-time events requiring additional resources or locations not otherwise associated or scheduled as a regular shift.

2.4.1.5 Emergency shift: The normal timeframe to establish any significant change in service and/or scheduling is 48 hours. Should an agency require security staffing within this 48-hour time&ame, this shall be deemed an "Emergency Shift." Any scheduled shifts within this 48-hour timeframe from the agency request to the start of the shift may be billed as an "Emergency Shift."

2.4.1.6 Vehicle patrol; and

2.4.1.7 Random awarded vendor supplied marked vehicle stops/patrols.

2.4.2 Awarded vendor shall maintain a minimum of four (4) relief guards who are trained and available to work at any agency in the event of special services required, sickness, injury or vacation of a regularly posted guard.

2.4.3 Awarded vendor and the agency will reconcile hours worked. In the event of any dispute regarding hours worked and subsequent charges, the figures of the agency shall prevail.

2.4.3.1 Special consideration will be given to cost proposals that do not exceed the Federal Government, General Services Agreement (GSA) levels. Refer to the GSA Advantage website at

\^^\l^^^^lLhrnr\,i^L<^n\. The actual wages paid to the security guards must not exceed the GSA levels.

2.4.3.2 Cost shall not include travel to the prunary location of service.

2.4.3.3 Services involving vehicle patrol shall not include a monthly vehicle rental cost. Vehicle patrols would be on a regular basis.

2.5 BILLING

2.5.1 Contractor will submit monthly invoices for completed work directly to each using agency.

2.5.2 Invoices at a minimum shall mclude the following:

2.5.2.1 Name of individual,

2.5.2.2 Number of hours worked during the pay period,

2.5.2.3 Applicable payment rate,

2.5.2.4 Total compensation requested for the individual,

2.5.2.5 Explanation of overtime or holiday hours charged, and

2.5.2.6 Total amount due the contractors) for the period invoiced.

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2.5.3 There will be a four (4) hour mmimum billing charge. If a temporary security guard is asked to cover an assignment for 8 hours and is only needed for one (1) hour, the using agency will be billed a minimum of four (4) hours for that temporary security guard.

2.6 REPORTING

2.6.1 Proposals must indicate an agreement on the part of the vendor to develop, monitor and compile data on a quarterly basis of the number of hours and dollar amount used by each agency on a monthly basis. Reports are to be submitted to Nevada State

Purchasing, Attention: Annette Morfin, Purchasing Officer LL!LLOrJ^iL'LndOLii}_iLX IL°Y or via fax (775) 684-0188.

2.6.2 Reports are due on the following dates of each contracted year:

QUARTER

July 1 through September 30 October 1 through December 31

January 1 through March 3 1 April 1 through June 30

REPORT DUE

October 20 January 20

April 20 July 20

2.6.3 Failure to provide these quarterly reports in a timely manner may result in contract cancellation. Refer to Attachment J- Quarterly Reports for Security Guards

2.7 VOLUME

2.7.1 The total guard hours for the last two (2) quarters of 2020:

2.7.1.1 Southern Nevada - 104,299.75

2.7.1.2 Northern Nevada - 54,760.50

2.7.2 Total patrol stops per week may vary for each agency. The main objective is to check doors and windows. State agencies will not provide vehicles for these patrol stops.

The length of time required for each patrol stop to be executed properly would be determined by the awarded vendor and the using agency.

2.7.3 The total patrol stops for the last two (2) quarters of 2020:

2.7.3.1 Southern Nevada -1,944

2.7.3.2 Northern Nevada-1,104

2.8 PROJECT SPECIFICATIONS

2.8.1 Contract Administration

2.8.1.1 The using agency, at their discretion, reserves the right to require the immediate replacement of any security guard they find to be unprofessional in the performance of their assigned duties.

2.8.1.2 Awarded vendor shall furnish at the agency facility uniformed security guards in such numbers and grades as specified by agency.

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2.8.1.3 Awarded vendor shall maintain offices in the Las Vegas area and the

Reno area for the duration of the contract. The office should have a manager and/or coordinator to manage the workforce and be available to answer questions from the various agencies.

2.8.1.4 Awarded vendor is directly responsible for the supervision of all security guards stationed at agency facilities. Supervisors must make on-site reviews at least once a week and interface weekly with the local agency liaison.

2.8.1.5 Awarded vendor must not assign to this contract security guards who have previous employment with the State within the past two (2) years, unless otherwise approved by Purchasing (refer to Attachment K, Authorization to Contract with a Current Employee and

Attachment L, Authorization to Contract with a Former Employee).

A. The appropriate form must be filled out in its entirety and emailed to yii^iiiiiL^_-lI..lnli!l^Y-:'i<'Y who will then process the paperwork.

B. Awarded vendor will be instructed as to what BOB the paperwork will be going to.

C. Once the BOE approval has been given. State Purchasing will notify the contracted vendor that it was given/or not given approval.

2.8.1.6 Awarded vendor must have a procedure and supply a telephone number for immediate (24-hour) response for significant personnel issues, emergencies and/or urgent matters.

2.8.1.7 Awarded vendor must promptly report any pending disciplinary proceedings brought forward by an administrative licensing agency to .imorl'in '/ ndi]!!ii.n\'.>'n\ at the Nevada State Purchasing Division.

2.8.1.8 Disciplinary problems with the contractor's security guards requiring remedial action shall be resolved as follows:

A. Any discrepancy observed shall be reported by the agency liaison to the contractor's representative; and

B. Contractor must institute corrective action and report to the agency liaison.

C. It is recommended that the agency liaison conduct on-the-job inspections to determine the overall quality of the security guard's performance, job knowledge, trainmg effectiveness, conduct and appearance. The agency liaison will alert the awarded vendor to any deficiencies found as a result of the

Uniformed Security Guards RFP 99SWC-S1553 Page 10 of 52 inspections, and the awarded vendor shall take immediate corrective action to remedy any deficiencies.

2.8.2 Personnel Standards

2.8.2.1 All security guards employed by the contractor and stationed at agency facilities must meet the following criteria and be registered/licensed as defmed in NRS and NAC Chapter 648.

A. All armed guards must adhere to the minimum trainmg standards as prescribed in NRS and NAC 648.

B. Security guards must not be wanted, convicted, under investigation, or on release pending criminal changes for any felony, crime of moral turpitude, or other criminal act inconsistent with the using agency's mission.

C. Security guards must be authorized to maintain full-time employment in the United States according to current U.S.

Immigration Department rules and regulations and must have the ability to read, write and speak the English language.

D. Security guards must be at least 21 years of age and possess either a high school diploma or a G.E.D.

E. Security guards must be familiar with their respective post orders as most recently amended. Contractor shall ensure that all of the duties outlined and other instructions issued by the agency liaison are carried out as specified.

F. Security guards must possess a valid Nevada driver's license and have access to reliable vehicular transportation.

G. Security guards must be able to perform the physical duties of the job. This will not require a physical examination. Security guards' duties require moderate to arduous physical exertion, including (but not limited to) such activities as:

1. Standing or walking for an entire shift,

2. Climbing stairs and ladders,

3. Lifting/carrying objects weighing up to 50 pounds, and

4. Running for short distances.

H. Security guards must be free from narcotics, marijuana and dangerous drugs as evidenced by an approved drug testing process. It is the awarded vendor's responsibility to ensure that all security guards to be stationed at agency facilities are drug-free and as defined in the State of Nevada Drug and

Alcohol found on the Nevada Department of Administration website:

Imp: hr.nv.i'ov R,^,ou!i;i.>;. l)Lii'lii\'i]loii-. I'uhlicttiioiis . The awarded vendor must establish a policy for drug testing in the

Uniformed Security Guards RFP 99SWC-S1553 Page 11 of 52 event of a workplace accident, injury, or a use of deadly force incident.

I. All security guards must have and carry in their possession a work card issued by the County Sheriff where the work is to be performed as defined under NRS 684.060 and 648.203. If the duty station is m Carson City the guards must possess a work card issued from either Washoe County or another county that issues work cards. The work card will specify armed or unarmed security.

J. All armed security guards must adhere to the minimum training standards as prescribed in NRS and NAC Chapter 648.

K. All security guards must have a reliable wireless ("cellular") telephone in their possession for prompt and direct communication during working hours. The telephone number will be supplied to the agency liaison and no cost will be incurred by the State or using agency.

L. At no time during the security guard's shift will any of the following behavior be tolerated.

1. Vacating his/her post without authority,

2. Eating while on duty other than lunch hour,

3. Leaning against walls, doors, etc.,

4. Idle talk with other security personnel. State employees or visitors,

5. Discourtesy or insolence,

6. Creating, participating, or failing to report a hostile work environment and/or sexual harassment as defined in the

Governor's Policy on Sexual Harassment and

Discrimination found at the Nevada Department of Administration website:

Imp: hr.nv.<'o\ Resources l-onn--. Sexnail Itii'i'assmein S e.KLial l-Iamssmeut Discritviination .

7. Sleeping on duty,

8.…