Agreement - ODM

_ OFF DUTY

g MANAGEMENT

Master Services Agreement
This Master Services Agreement ("Agreement’) is entered info as of the Effective Date below and is between OFF
DUTY MANAGEMENT, Inc., a Texas Corporation, with offices located at 1906 Avenue D, #200, Kaly, Taxas 77493

CODM" of “Contractor’) and the City of Chandler, Arizona, a municipal corporation atganized under the laws of the Slate of Arizana,

for and on behalf of the Chandler Police De partment, having its principal offices at 250 E
(“Client “or “Agency"). ODM and Client are sometimes individually referred to herein as “Party
“Parties”.

“Effective Date” a :
If no date is specified, the Effective Date of this Agreement is the date of the last signature
below.

“Recitals” In consideration of the reciprocal promises, covenants and agreements contained in:
the Agreement, and for other good and valuable sonsideration, which the Parties
acknowledge the receipt and sufficiency of, the Parties agree to the following Terms &
Conditions,

TERMS & CONDITIONS
4. Services

1.1 Statements of Work and the Services.

(A) Except where expressly stated otherwise to the contrary, ODM shafl perform, at its sole expense. the
Services described in this Agreement, and any applicable Statements of Work (ar schedules or other
atlached documents) that the Parties may execute from time to time during the ferrn of this Agreement. As
used in this Agreement, “Statement of Work” or “SOW' means a Statement of Work executed pursuant to
this section 1.1, including all schedules, exhibits, and allachments thereto, as each may be amended from
time to time and agreed to in writing by an authorized representative of the Parties. “Services” as used in
this Agreement means, collectively, the services, deliverables. and functions to be provided by ODM under
this Agreement. ODM shall provide the requisite staff, and resources necessary to provide Client with the
services described in this Agreement, and any applicable Statement of Work. ODM shall provide Client with
support services for the coordination, management, and provision of its persomiel related to the Client's off
duty uniformed officer outside employment services. ODM shalt provide Client with support and
administrative services specific to Customer off duty outside employment requests and assignments that
include, but are not limited to scheduling, billing, payroll, and reporting.

(B) Each Statement of Work shail include a description of the Statement of work, schedules, rates, and other
specifications and terms the Parties agree are applicable to such Statement of Work. Slalements of Work
shall, upon execution by authorized representatives of the Parties, be deemed incarporated into his
Agreement.

(C) Customer is defined as any person or entity requesting Client's off duty officer outside employment
services,

invoicing and Payment, Client acknowledges that ODM will charge Customers the officer's pay rate plus an
administrative fee per assignment, and any applicable sales tax as Specified in the applicable Statement of
Work. ODM reserves the right to require Customers to either prepay or pay by credit card for the services
requested, including any applicable administrative fee, and sales tax. Customer shall pay ODM's invoice(s
within thirty (30) days after the date that Customer receives such invoic s). Alate payment charge of 1.5% per
month may be imposed by ODM on all past due, undisputed balances. Where state law mandates a jower late
payment charge, the late payment charge shall be lowered to the highest rate that is legally permilted. If payment
of such unpaid, past due, and undisputed amounts is not promptly received in accordance with the terms hereof,

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then ODM will have the option to terminate services at one or more of Customer's facilities following ODM's
provision of at least two (2) days’ notice to Customer.
© Prepayment Checks: There will be an additional 3.5% fee for all prepayments with chacks.

« Credit Card Payments: For customers paying by credit or with debil card there will be an
additional 3.5% fee.

« Cancellation:

1. Once an assignment has been approved and scheduled; Customer cancelling or reducing art
assignment shall pay the full ODM administrative fees for the first 24 hours of the original assignment.

2. Customer cancelling or reducing an assignment within 48 hours of the start of the assignment shall pay
the greater of officer hours worked or the agency minimum hours plus ODM administrative fees for the
first 24 hours of the original assignment

2. Term and Termination

2.1 This Agreement is valid for a term of two years from the date of the most recent signature, unless terminated in

BSS

accordance with the terms of this Agreement. “Term” in this Agreement includes the aforementioned period in
addition to any applicable renewal,

2.2 Renewals. With the mutual written consent of the Parties, the Term of this Agreement may be renewed up to
a maximum of two (2), one (1) year periods. Any renewal under this subsection 2 2, will be a continuation of
the same ferms and conditions as set forth in this Agreement, and any applicable addendums.

(A) Either party may terminate this Agreement for convenience and without cause, at any time, by giving the
other party, thirty (30) days advance written notice designating the date of termination.

Any notice required or permitted under this Agreement shall be sent in accordance with Section 8 of this
Agreement.

{B) Each parly may terminate this Agreement, if the other party materially breaches ils obligations under this
Agreement and fails to cure such breach within thirty (0) days following receipt of written notice of such
breach from the other party

(C) it ts the intent of the Parties that, where allowed by law, they be placed in their respective positions
immediately before their entry into this Agreement in the event of a termination or expiration of this
Agreement.

2.4 Permits and Licenses. ODM shall, al ODM's expense, obtain and maintain all necessary permits, licenses and
government approvals needed to perform its obligations under this Agreement

the name of Client's Affiliates, in providing the Services.

2.6 Contractor's Judgment. CDM shall determine the specific time and manner in which the Services are performed
pursuant to this Agreement, and the resources thal are used to perform such Services. Client shall have no
authority to direct the day-to-day activities of ODM or any of ODM's employees, agents, or independent
contractors (together with Contractor, the “Staff”)

3. Relationship

3.1 Client and ODM agree that neither party has the authority to bind or make any commitment on behalf of the
other, nor are any of either party's employees entitled to any employment rights or benotits of the other party.

3.2 Nothing herein shall be deemed or construed to create a joint venture, partnership, agency, or
employer/employee relationship for any purpose.

3.3 Client is interested in the end results to be achieved by this Agreement, and ODM shall have full power and
authority to select the means, manner, mode, and methods of performing the Services hereunder, subject to
compliance with performance and quality control standards mutually agreed to

3.4 ODM shall be solely responsible for paying the wages or other compensation of its Staff and all related
withholding taxes, workers’ compensation insurance and other obligations pertaining to ts Staff.

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4. Confidential Information

4.1 Definition of Confidential Information, All intormation disciosed by aither Client or ODM as a “Disclosing Party”

4.2

43

4.4

4.6

to the other party as a “Receiving Party” or otherwise fearned by the Receiving Party in connection with
performance of the Services here under (“Confidential information’) shall be treated by Receiving Party as
confidential information of the Disclosing Party. The Confidential Information includes, but is not limited to,
personal, consumer, customer, Client, or employee information; business plans, ma keling information, cost
astimates, forecasts, bid and proposai data, or financial data, of formulae, products, processes, procedures,
programs, inventions, systems, or designs of the Disclosing Party

Ownership and Use. The Receiving Party acknowledges that all Confidential Information remains the property of
Disclosing Party. Receiving Party agrees not to use any Confidential Inforrnation for any purpose except pursuant
to this Agreement. The Receiving Party shall keep all Confidential Information in confidence and shall not disclose
any Confidential Information to any third party. The Receiving Party shall not use any Confidential Information
for any purpose other than pursuant to this Agreement. Such obligations do not apply to information which 1) is
or hereafter becomes generally known. oF 2) is hereafter furnished fo the Receiving Party by a third partly without
restriction on disclosure, ef 3) subject to the Texas Public information Act as provided by Texas Government

Code 552, or 4) subject to Arizona Revised Statutes regarding public records which can be found at A.R.S. § 39-
101 et seq.

Protection. ODM will implement and maintain safeguards for Confidential Information sufficient to (1) ensure the
secutity and confidentiality of the Confidential information, (2) protect against anticipated threats or hazards to
the security or integrity of such Confidential Information, and (3) protect against unauthorized access to or use
of such Confidential information. ODM has established and will follow procedures for all employees with access
to Confidential Information o protect the privacy of such information. Ata minimum: () ODM shall not transmit
Confidential Information across unsecured communication channels or wireless LANs, and shall ensure that all
Confidential Information, whether in transmission or storage is secured against unauthorized access and/or
distribution through encryption, authentication and robust access, distribution and replication controls; (i) ODM
shail implement security assessment tools to monitor the system resources and security controls, (ii) ODM shalt
implement and maintain detective and intrusion response and recovery plans for monitoring potential
unauthorized access to its systems, and shall maintain regularly updated anti-virus and spyware software on all
computers (laptops, desktops, servers, etc.) connected to its network; (iv) ODM shall implement and maintain
security alert mechanisms to generate alerts on attempted breaches and atlacks thal could compromise the
integrity of Confidential Information.

Security. ODM will notify Client as soon as possible in the event it believes, or has reason to believe, that either
a loss of Confidential Information or security breach has occurred and will provide assistance in identifying
appropriate inforrnation relating to the breach.

Return. Within five days following the earlier of (i) the request of the Disclosing Party, or (i) the expiration or
termination of this Agreement, Receiving Party shall return to the Disclosing Party or destroy all Confidential
Information and all related documents and materials. Such Confidential Information must be destroyed by
modifying, shredding, erasing or otherwise making the information unreadable or undecipherable.

Injunctive Relief, The parties acknowledge that the Disclosing Parly may not have an adequate remedy af law in
the event of any breach or threatened breach of this Agreement pertaining to the Confidential Information and
intellectual property, and that the Disclosing Party or its customers or suppliers may suffer irreparable injury as
a result. In the event of any such breach or threatened breach, the Receiving Party hereby consents to the
granting of injunctive relief without the posting by the Disclosing Party of any bond or other security

5. Trademarks and intellectual Property

5.1 Neither party may use the other party's name, logo, trade or service marks, or similar indicia (each a "Trademark’}

without the other party's prior written consent. Except as expressly stated herein, each party retains all right, title,
and interest in and to its intellectual property.

5.2 ODM is, and shalt be, the sole and exclusive owner of all right, title and interest in and to ail intellectual property

developed and/or deployed in the performance of the Services, including any methods, systems, plans, software
(including the OfficerTRAK® software), tools, and equipment.

5.3 The performance of the Services may require Client to make use of ODM's technology, such as, but not limited

to Officer TRAK@ software, the use of which requires the acknowledgement and agreement to the terms anc
conditions thereof. Client acknowledges and agrees thal failure to comply with the terms of use thereof constitutes
a breach of Client's obligations hereunder.

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6, Warranties

6.1 ODM warrants that all Services provided hereunder shall be performed in accordance with generally accepted
standards for the industry to which such Services relate. If any Service or work product does not meet the
warranties set forth above, ODM will do everything necessary, without charge, to bring the Services or work
product, as applicable, into compliance with such warranties in a timely manner. Glient acknowledges that the
furnishing of the Services provided for herein by ODM does not guarantee protection against ali contingencies.

6.2 ODM warrants that it will perform and provide the Services in compliance with all policies and procedures of Client
as may be provided from time to time by Client, and all laws, rules, and regulations applicable to the Services
and/or Contractor in its performance and delivery of the Services.

7. Insurance

ODM, at its own cost and expense, will maintain the following insurance throughout the term of this Agreement with
an insurance cartier which is at least rated “A-" or “VII" by A.M. Best (or equivalent, if not rated by A.M Best):

General Liability $2,000,000 Each Occwrrence/$3,000,000
Worker's Compensation Full statutory coverage
Employer's Liability $1,000,000 per occurrence

A combination of primary and excess/umbretla liability policies will be acceptable to meet the limits specifically
required hereunder

All certificates of insurance shail name Client as additional insured with respect fo general liability coverage and shall
require that Clent be provided with at feast thirty (30) days advance written notice of cancellation, General Liability
insurance shall cover claims for bodily injury, death, personal injury, and property damage occurring during
performance of the Services. ODM shall provide certificates of insurance to Client prior to the Agreement Effective
Date. and thereafter upon the renewal of all policies to be maintained hereunder

8, General Provisions

8.1 Notices. Legal Notices under this Agreement shall be in writing, Notices may be served by certified rail, postage
paid with return receipt requested; by private courier. prepaid: by facsimile, or other telecommunication device
capable of transmitting or creating a written record: or personally. Mailed notices shall be deemed delivered three
(3) days after mailing, properly addressed. Couriered notices shall he deemed delivered on the date thal the
courier represents that delivery will occur. Telecommunicated notices shall be deemed delivered when receipt is
either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal
delivery shall be effective when accomplished. Unless a party changes its address by giving hofice to the other
party as provided herein, notices shall be delivered to the parties as follows:

Ifto ODM, to Principal Place of Business: 1908 Ave , #200, Katy, Texas 77493; and
If to Client, to:

Attn: Carole Speranza, Field Operations Manager, Chandler Police Department: 480.782.4247 (office),
carole.speranza@chandleraz.gov (email)

8.2 Assignment and Delegation

(a) No Assignment or Delegation. Client may not assign any of its rights ner may Client delegate any performance
under this Agreement, except with the prior written consent of ODM. Any assignment of Client's rights or
delegation of Client's duties are prohibited under this subsection, whether they are voluntary or involuntary, by
subcontract, agency, merger, consolidation, dissolution, operation of law, change of control, or any other manner.

(b) Ramifications of Purported Assignment or Delegation. Withoul limiting any other remedy ODM may have against
Client for such purported assignment, any purported assignment of sights or delegation of performance in
violation of this section is void.

(c) Successors and Assigns. This Agreement binds and benefits the parties and their respective permitted

successors and assigns.

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8.3 Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas without giving effect to principles of conflicts of law thereof, Further, the parties expressly
consent to the exclusive jurisdiction and venue in the applicable Division of the United States District Court where
the defendant Party is tocated, or the Texas District Couris in the county in which the defendant Party is located
and if located in more than one county, in the county in which the principal offices of the defendant Party are
located, and ail applicable appellate couris. Accordingly, any action or proceeding brought by either party which
is based on, or derives from, this Agreement will be brought in such courts.

8.4 Altlorneys’ Fees and Court Costs. If any suit or action arising out of or related to this Agreement is brought by any
party, the prevailing party shall be entitled to apply to the courts for the recovery of any direct and reasonable costs
and fees (including without fimilation direct and reasonable attorney fees, the fees and costs of experts and
consultants,) incurred by such party in such suit or action, including without limitation any post-trial or appellate
proceeding.

8.5 Limitation of Liability, To the extent permitted by law, neither party will be liable to the other or any third party for
lost profits, incidental, consequential, punitive, special, exemplary, of indirect damages of any kind, even if such
partly has been advised of such damages in advance or such damages were foreseeable.

8.6

re Agreement. This Agreement (including, without limitation, all applicable schedules and attachments
erenced in and attached to this Agreement) constitutes the final, complete, and exclusive slatement of the
agreement between the parties with respect to the subject matter hereof and cannat be altered, amended, or
modified except in writing signed by an authorized representative of each party

8.7 Headings. The section headings in this Agreement are included for convenience only; they do not give full notice
of the terms of any portion of this Agreement and are not relevant io the interpretation of any provision of this
Agreement.

&8 Survival. The following provisions shall survive expiration or termination of the Agreement: Trademarks and
Intellectual Property, Confidentiality, Warranties, Limitation of Liability, insurance, and any other provisions that
by their nature are intended to survive expiration or termination of this Agreement

erparts. This Agreement may be executed in one or more counterparts, each of which is deemed an original,
all of which together shall constitute one and the same instrument Further, each party agrees to accept
telefax signature pages as originals.

8.10 Severability. In the event that any provision contained in this Agreement is held to be unenforceable by a court
of competent jurisdiction, the validity, legality, or enforceability of the remainder of this Agreement shall in no
way be affected or impaired (hereby.

8.11 Employment Contracts, Any responsibility and/or liability with regard to any employment contract between Client
and any law enforcement personnel assigned to a Customer worksie shall be the exclusive responsibility and/or
lability of Client and ODM shall not be a party to any such agreement. ODM will have neither responsibility nor
liability in connection with or arising out of any such employment contract except to prepare checks and to pay
any such employee who is a parly to such a contract, in conformity with information provided by Client. With
respect to any employment contract between Client and any law enforcement personnel assigned to a Customer
worksite, Client shall be acting solely on its own volition and responsibility with regard fo all aspects of any such
contract, including but not limited to its negotiation, compliance, implementation, renewal, enforcement, and
termination.

8.12 Authority. This Agreement shall be valid and enforceable only upon signature by an authorized person with
authority to execute this Agreement on behalf of ODM. Any individual signing this Agreement on behalf of Client
represents, warrants, and guarantees that he or she has full authority to do so. Each party represents that ithas
the power and actual authority fo enter into this Agreement and io be bound by the conditions and terms
contained herein.

8.13 Waiver, No delay or omission by a party in exercising any right or remedy under this Agreement shall operate
to impair such right or remedy or be construed as a waiver thereof.

8.14 Force Majeure. Neither party shall be liable to the other party in any manner whatscever if itis unable fo perform
any of its obligations under this Agreement due to any cause beyond ils reasonable controt including but not
limited to acts of Ged, war or national emergency, Hots, civil commotion, terrorism, fire, explosion, flood,
epidemic, acts of Government, highway authorities, telecommunications network operators or other competent
authorities or interruption of, or inability in obtaining, supplies or services trom third parties

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written below,

Off Duty Managemen:

By:

/

Printed Name: __ Sherry Rowley

Title: CEO, Off Duty Management

Date: _ Q/4 Jaa
a |

Agency: City of Chandier Police Department

City of Chandler, Arizona, an Arizona municipal corporation
Sean Duggan, Chief of Police

By:

Printed Name: Sean Duggan

Title: Chief of Police

Date:

APPROVED AS TO FORM:

By

‘ City Attorney Ej PY

ATTEST:

By:
City Clerk

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EXHIBIT A
STATEMENT OF WORK

Scope of Services Date: January 20, 2021

Off Duty Management (ODM) will manage all external customer requests for of duty officer outside
employment services as of Go Live date. ODM will manage the following for the agency:

¢ Officer Payroll

© Scheduling

©  Invoicing/Collections

Policies/Procedures
¢ ODM will comply with all applicable agency orders, rules, and policies.

¢ ODM will coordinate with agency should there be any questions with a customer or
assignment,

* Agency will modify existing off duty policies to incorporate ODM management and
administration,
Payroll/Rates and Fees
e Ot
ODM,

e Officers will be paid weekly for any work completed through ODM for the prior week.

: interested in working for ODM will be required to sign up as 1099 contractors for

Pay Rates

Regular $58.94

Traffic “NA —
Holiday* a TNA eee
“En mergency** “INA

Vehicle Fees

*# Vehicle fee is $ 6.00 per hour,

@ Vehicle fees will be sent to the city finance department weekly via ACH.
Customer Fees

e Officer hourly pay rate plus 11% ODM adimin fee per hour,

© Vehicle hourly fee plus 11% OM admin fee per hour.

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Scheduling

Assignment Selection
* Assignments will be pushed oui to officers via Officer TRAK@ to their mobile
devices once received and approved.
«Officers will select and work shifts based on alphabetical rotation, Last minute jobs will be
filled first come first serve, Additional options for fairness will be reviewed during
implementation and can be adjusted during the duration of the agreement,

Min and max per shift work
@ 2 hour minimum per request.
© Officers are limited to work 12 off-duty hours per day and 20 hours per week, (Monitored
by ageney).

Minimum Job Notification
* None. Less than 24 hours will be considered last minute or emergency,

Agency Assignment
© Requests submitted through agency website will default to that agency in Officer FRAK®,
regardless of location,
© The following agencies will serve as hackups for the agency:
Mesa PD
Gilbert PD
MCSO
TBD
TBD

Insurance Coverages
* ODM will provide liability and statutory workers compensation coverage. COL will be provided to the city.

OfficerTRAK® Software

* Officers working for ODM will be required to use the Officer FRAK@ mobile app.

« Agency will be provided access to Officer TRAK®@ to view ODM assignments requested
through their agency.

6 ODM will provide Agency access to Officer RAK® software to create and manage internal
assignments only (limited to agency and city assignments). Internal assignments and ODM will
be viewed by officers in the same app. ODM will maintain officer information for both
databases.

e Agency will create a web page with link to Officer TRAK® for customers to request service
online,

OfficerTRAK® Training
ODM will provide the following onsite and online training

+ Administrators — Training guides and virtual training
+ Officers ~ Training guides and practice jobs

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