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HomeMy WebLinkAboutPSA - City Hall Security - TPGAGREEMENT FOR PROFESSIONAL SERVICES This Agreement For Professional Services (this “Agreement”) is entered into on August 12, 2025 (the “Effective Date”), by and between the City of South Bend, acting by and through its Department of Public Works (the “City”), and Trinity Protection Group, LLC (the “Provider”) an Indiana corporation (each a “Party” and collectively the “Parties”). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1. Services. The Provider will provide to the City the professional services (the “Services”) set forth in the Scope of Services attached hereto as Exhibit A (the “Scope of Services”). In the event of any conflict between the terms of this Agreement and the terms of the Scope of Services, the terms of this Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance with the prevailing professional standard of care for services of similar scope and complexity. 2. Compensation. In exchange for the Provider’s satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum not to annually exceed Two Hundred and Eighty-Eight Thousand Eight Hundred and Ninety-One Dollars ($288,891.00) (the “Contract Amount”) in accordance with the project budget stated in the Scope of Services. The City will pay the Contract Amount in installments within thirty (30) days of an undisputed invoice from the Provider in accordance with the schedule described in the Scope of Services (each a “Contract Installment”). The City will not be required to pay any Contract Installment if the City is not satisfied with the Provider’s performance under this Agreement or any default or breach of this Agreement by the Provider exists, as the City may determine in its sole discretion. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and will end December 31, 2028. Upon written agreement of the Parties, the contract may continue for up to sixty (60) days to allow for continuity of services. Notwithstanding the foregoing, effective immediately upon delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines that such termination is in the best interest of the City. In addition, in accordance with Ind. Code 6-1.1- 18, payments are subject to appropriation by the City. If the City makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider’s performance of any Services after the effective date of termination. The Provider shall have the right to cancel this Agreement by giving 90 days written notice to the City. 4.Remedies for Breach of Contract. The Provider’s failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. In the event the Provider is found to have breached the agreement, the City shall be entitled to recover all attorney’s fees, costs, and expenses related to the breach of this agreement. The Provider shall not be entitled to recover attorney’s fees, costs, or expenses under any circumstance. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the Scope of Services. 5.Performance. The Provider shall strive to ensure that its performance under this Agreement complies with the expectations identified in the Scope of Services. The City may, at any time, provide written notice to the Provider of any concern regarding the Provider’s performance under the Scope of Services. If any such notice is delivered to the Provider, the Provider shall take reasonable steps to perform under the Scope of Services. 6. Training. The City may make available to the Provider basic CPR and first aid training subject to the City’s training schedule and the City’s trainer availability. Such CPR and first aid training will be provided at no cost to TPG staff assigned under this Agreement. 7.Relationship. The City acknowledges that the Provider is owned in part by current employees of the City. This ownership is acknowledged and certified by the documentation set forth in Exhibits B through D attached hereto. The City further acknowledges that the Provider currently employs City employees as approved and under the conditions set forth in the City policies regarding outside employment. Notwithstanding the foregoing, the Parties agree that at all times they shall be independent entities for the performance of the Services hereunder, and no act or omission to act by the Provider or its employees shall in any way bind or obligate the City. No employee of the Provider who is scheduled to work for the Provider or has a reasonable expectation of being paid by the Provider for services rendered under the terms of this Agreement will be considered or deemed to be an employee of the City during the time that such services are performed. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm’s length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 8.City Employees. Any off-duty sworn officer employed by the Provider and working under the terms of this Agreement shall be supervised by the Provider and not by a sworn officer of their own law enforcement department as part of their duties with the Provider under this Agreement. While performing services under this Agreement, off-duty sworn officers shall not wear their law enforcement department’s uniform. For clarity, off-duty officers may use their department issued vehicles in accordance with their department policy while performing services under this Agreement and may use their department issued firearm in accordance with their department’s outside employment policy. However, under no circumstances shall the City be responsible for any actions or failures to act of any of the Provider’s employees regardless of their status as off-duty sworn officers. 9.Assumption of Risk; Indemnification of City. The Provider acknowledges it is providing the Services voluntarily, and to the extent there are any inherent risks associated with performing the Services, the Provider assumes all related risks, both known and unknown, for itself and its employees. The Provider agrees that the City shall not be held responsible or liable for any injury, damage, or loss incurred by Provider or its employees arising out of or in connection with the activities under this Agreement, except to the extent that any injury is caused due to the negligent acts or omissions of the City. The Provider further agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Provider under this section shall survive the termination of this Agreement. 10. Insurance. The Provider shall secure and keep in force during the term of this Agreement, the following insurance coverages, covering the Provider for any and all claims of any nature which may in any manner arise out of or result from this Agreement: i. Commercial general liability, including contractual coverage, and products or completed operations coverage (if applicable), with minimum liability limits of $500,000 per person and $1,000,000 per occurrence unless additional coverage is required by the City. ii. Workers compensation coverage meeting all statutory requirements of I.C. § 22-3-2. The Provider's insurance coverage must meet the following additional requirements: i. Any deductible or self-insured retention amount or other similar obligation under the insurance policies shall be the sole obligation of the Provider. ii. The City will be defended, indemnified, and held harmless to the full extent of any coverage actually secured by the Provider in excess of the minimum requirements set forth above. The duty to indemnify the City under this Agreement shall not be limited by the insurance required in this Agreement. iii. The insurance required in this Agreement, through a policy or endorsement, shall include a provision that the policy and endorsements may not be canceled or modified without thirty (30) days' prior written notice to the City. iv. Failure to provide insurance as required in this Agreement is a material breach of contract entitling the City to immediately terminate this agreement. The Provider shall furnish a certificate of insurance and all endorsements to the City prior to the commencement of this Agreement. 11. Work Product; Ownership. The Provider will submit any work product required by the Scope of Services to the City in accordance with the terms therein. Any and all work product submitted by the Provider to the City as part of the Provider’s performance of the Services will become the exclusive property of the City, and the City will have the right to use and reproduce copies of the Provider’s work product as the City determines in its sole discretion without compensation to the Provider except the compensation expressly provided for in this Agreement. 12. Equipment; Ownership. Any equipment supplied by the City, shall remain the property of the City unless stated so by the City in writing. The Provider shall retain ownership of any equipment supplied by the Provider. Any equipment supplied by the Provider will not be reimbursed by the City. 13.Access to Records. For audit purposes, the Provider shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Agreement. They shall make such materials available at their respective offices at all reasonable times during this Agreement term, and for three (3) years from the date of final payment under this Contract, for inspection by the City or by any other authorized representative of the City. If requested, copies thereof shall be furnished at no cost to the City. 14.Video Access Policy. As a condition of receiving access to the City’s video management systems, Provider agrees to comply with the City’s video access policy. Said policy shall be incorporated by reference into this Agreement, and violation of the City’s video access policy shall be considered a breach of this Agreement. A copy of the City’s video access policy will be provided upon request. 15. Audits. The Provider acknowledges that it may be required to submit to an audit of funds paid through this Contract. Any such audit shall be conducted in accordance with IC 5-11- 1, and audit guidelines specified by the City. 16.Licensing Standards. The Parties agree that the Provider and its employees shall comply with all applicable licensing standards, certification standards, accrediting standards and any other laws, rules or regulations governing services to be provided by the Provider pursuant to this Agreement. The City shall not be required to reimburse the Provider for any services performed when the Provider or its employees are not in compliance with such applicable standards, laws, rules or regulations. If licensure, certification or accreditation expires or is revoked, the Provider shall notify the City immediately and the City, at its option, may immediately terminate this Agreement. 17.Confidentiality; Cybersecurity. The Provider acknowledges that information which the City regards as confidential or proprietary in nature (the “Information”), may come to the knowledge of the Provider during its performance of Services. The Provider shall treat the Information as strictly confidential, and agrees that the Provider will not, at any time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information for the Provider’s own benefit or the benefit of any director, official, employee, or agent or any third party, or (ii) divulge, disclose, or communicate in any manner any Information to any third party without the written consent of the City. The Provider shall be responsible for maintaining the confidentiality of any Information in its possession, including taking appropriate measures to secure said Information against such uses and dissemination and to inform any person to which it allows to access such information of its confidentiality. Notwithstanding anything to the contrary contained in this Agreement, the Parties will adhere to their respective obligations under the Indiana Access to Public Records Act, and nothing herein will be construed to relieve either Party of such obligations. The confidentiality provisions of this Agreement remain in full force and effect after, and survive the termination of, the Term of this Agreement. As a condition of receiving access to an email account or any other city resource, the Provider must make commercially reasonable efforts to maintain the security of the City’s network, including but not limited to completion of cybersecurity training and compliance with the Acceptable Use Policy as to the City-owned device(s). Completion of cybersecurity training shall be mandatory within thirty (30) days of receiving a notice of new training. Failure to comply with these requirements will be considered a breach of the Agreement. Upon receiving notice of a breach pursuant to this provision, Provider may cure the breach within forty-eight (48) hours by completing the training. 18. Disputes. Should a dispute arise with respect to this Agreement, Provider and the City agree to act immediately upon discovery to resolve such dispute. Time is of the essence in the resolution of disputes. The Provider further agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under this Agreement that are not affected by the dispute. Should the Provider fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any additional costs incurred by the City or the Provider as a result of such failure to provide services shall be borne by the Provider, and the Provider shall make no claim against the City for such costs. If the City and the Provider cannot resolve a dispute within ten (10) working days following notification in writing by either party of the existence of a dispute, then the Parties may pursue any and all remedies available at law or in equity. 19. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set forth below. Provider: Trinity Protection Group, LLC 17460 Fleetwood Lane South Bend, IN 46635 Attn: Neil Graber City: Department of Administration and Finance City of South Bend 227 W. Jefferson Boulevard, Suite 1200 South Bend, IN 46601 Attn: Kyle Willis After October 1, 2025 Department of Administration and Finance City of South Bend 215 Doctor M.L.K. Jr. Blvd South Bend, IN 46601 Attn: Kyle Willis With a copy to Corporation Counsel at the same address. 20. Equal Opportunity; Non-Discrimination; Compliance. The Provider shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. Additionally, the Provider shall comply with all federal, state, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement. 21. Non-Collusion and Acceptance. The undersigned attests, subject to the penalties of perjury, on behalf of the Provider, that the Provider has not directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that it has not received or paid any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face hereof. 22. Drug-Free Workplace. The Provider hereby agrees to make a good faith effort to provide and maintain a drug-free workplace. The Provider will give written notice to the City within ten (10) days after receiving actual notice that any member or employee of the Provider within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 23. Assignment. The Provider shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 24. No Waiver. No failure or delay on the part of either Party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. 25. Severability. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the terms or conditions of this Agreement are in conflict with any applicable statute or rule of law, then such terms and conditions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such law. 26. Force Majeure. The Provider shall not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond the Provider’s reasonable control, including, but not limited to acts of God, nature, or government. 27. Electronic Signature. In accordance with Indiana Code Section 26-2-8-106, each Party agrees that this Agreement and any amendment may be electronically signed, and that any electronic signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. 28. Authority to Bind Provider. The signatory for the Provider represents that he/she has been duly authorized to execute contracts on behalf of the Provider and has obtained all necessary or applicable approvals from the Provider to make this Agreement fully binding upon the Provider when his/her signature is affixed, and this Agreement is not subject to further acceptance by the Provider when accepted by the City. 29. Entire Agreement; Amendment; Applicable Law. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both the Provider and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Professional August 12, 2025 EXHIBIT A Scope of Services EXHIBIT B Certification of Availability of City Staff to Perform Security Services EXHBIT C Statements of Financial Interest EXHIBIT D Opinion of Corporation Counsel Exhibit A Scope of Work Professional Services Agreement 1. Services to be Provided A. The Provider shall provide a minimum of two (2) armed officers (“Armed Officer”) and one (1) unarmed civilian security officer (“Civilian Officers”) (collectively “Officers”) for on-site security located at 215 Doctor M.L.K. Jr. Blvd, South Bend, IN 46601 (“City Hall”) during regular hours of service operation and/or as designated by City. B. The Provider shall provide a minimum of one (1) Civilian Officer during after-hours meetings. The City shall endeavor to provide anticipated meeting dates for all after- hours meetings at least fourteen (14) days in advance of such meeting; however, the Parties acknowledge that such meetings may be cancelled or rescheduled upon shorter notice. The City shall provide at least fourteen (14) days’ notice in advance of any events to be held in the building outside of regular building hours that are not after- hours meetings and reserves the right to request the presence of an Armed Officer at such event. C. Provider shall ensure that all assigned Officers are fitted with clean uniforms and badges, and that Officers are 18 years of age or older, possess a high school diploma or equivalent, and demonstrate effective speaking and writing skills. For the avoidance of confusion, sworn officers shall not wear their department uniform while working pursuant to this Agreement. D. Provider must carefully screen and interview Officers assigned to include pre- employment background checks and verifications attesting to the ability of the Officer’s overall job suitability, honesty and ability to appropriately manage hostile and aggressive people and maintain good rapport with City staff. E. Provider must secure comprehensive criminal background checks of Officers to demonstrate that Officers do not exhibit felony or misdemeanor convictions. F. The Provider shall provide proof of a background and screening records within (24) hours after request by City. G. Armed Officers must hold and maintain any required training certificate and permits to carry a firearm. The Provider will ensure proper weapons are equipped. The City will not supply weapons. H. Maintain and make available to the City’s Site Manager or designee daily written security reports/logs from each Officer detailing daily activities such as sign in and out time, rounds, observations of a security nature, times of those activities/observations, action taken and any other pertinent information/facts including witness, perpetrator and victim information to establish and document the security conditions at the location. City will attempt to make available electronic devices with the capability of documenting the above. I. The Provider shall draft a Security Plan for South Bend City Hall “the Security Plan” and upon signature of both Parties, the Provider shall implement the Security Plan. The Provider will continue to revise and update the Security Plan with final approval by the City. 2. Training A. Prior to staffing with the City, the Provider shall require all Officers complete a wide variety of specialized training including handling fire and weather emergencies, assisting the handicapped, conflict/anger management, de-escalation techniques, self- defense, and first aid and CPR training with a current certification. B. The Provider use its commercially reasonable best efforts to provide any training significant or related to the optimal functioning of security personnel in a work environment such as City Hall. C. Provider will provide annual sexual harassment prevention training which shall communicate a policy regarding sexual harassment at least equal to that of the City. D. The City may require additional training outside of the Scope of Work at the City’s cost. 3. Hours of work A. Definitions i. “After-hours” shall be defined as City operations occurring at City Hall after 5:30 p.m. Monday through Friday and all-day Saturday, Sunday, City observed holidays. ii. “Emergency hours” shall be defined as City operations occurring after-hours with less than 3 business days’ notice given to the Provider. iii. “Operating hours” shall be defined as City operations occurring during all hours collectively (after-hours, emergency hours, and regular hours). iv. “Regular hours” shall be defined as Monday through Friday 7:30 a.m.-5:30 p.m. excluding City observed holidays. B. The Provider will staff all regular hours. The Provider’s scheduled staffing of regular hours may change based on the needs of City. The City will provide written notice of changes to the staffing of regular hours. C. The Provider will staff all after-hours where the City gives fourteen (14) days of notice to the Provider of the staffing need. Any modifications to the schedule will be provided to Provider as soon as possible. D. The Provider shall use its best efforts to staff after-hours where less than fourteen (14) days, but more than three (3) days of notice are given. If less than three (3) days of notice are given, the Provider shall use its best effort to staff Officers at an emergency rate of 1.5 times the billed rate. E. The City may request the Provider to staff City events at other locations. Provider may agree to staff such events under the terms and conditions contained in this Agreement. 4. Locations of Officers A. Officers shall be assigned at least to the following locations: Officer Locations: Civilian Officers Required Armed Officers Required Employee Entrance (Parking Garage Entrance) 1 0 Public Entrance (East Entrance) 0 2 B. Locations of Officers may be amended at any time upon signature of both Parties. 5. Duties of Officers Officers shall: A. Provide general building security during operating hours. B. Conduct periodic rounds and be available by radio. C. Assist in managing hostile or distraught individuals with emphasis on deescalating negative behaviors and maintaining a safe and secure environment. D. Detain individuals and or eject those from the property as deemed appropriate. E. Make police or medical emergency contact as warranted to protect or assist client and/or staff. F. Provide CPR, AED, and/or first aid assistance to the degree currently certified and as needed. G. Escort City employees or City elected officers to vehicles when requested. H. Stand-bys for meetings. I. Assist in stand-bys and escorts related to employee terminations. J. Assist visitors as needed, giving appropriate directions to the public regarding building access, public restroom locations, overall public safety and handicapped access. K. Provide assistance to all on the property during emergency fire, tornado/severe weather alerts or drills, or special emergencies such as bomb threats or other conditions of a serious nature. L. Detail daily activities such as sign in and out time, rounds, observations of a security nature, times of those activities/observations, action taken and any other pertinent information/facts including witness, suspect, and victim information to establish and document the security conditions at the property. Officers must sign all reports/logs. 6. Machines, Tools, Equipment and Work Aids A. The City will supply weapons detection systems, metal detecting wands, radios, and/or other equipment deemed necessary by the Parties to provide the level of security desired under this Agreement. B. The City will provide access to security cameras, computers, and other electronic devices the City deems necessary. C. All other necessary equipment, such as flashlights or cellphones, shall be provided by Provider. D. The Provider shall be trained at the City’s expense on the use of City property. E. The Provider shall be responsible for proper maintenance of all equipment used in the course of its duties, whether supplied by the City or otherwise supplied, excluding security cameras. F. The Provider shall notify the City within twenty-four (24) hours of any defective or broken equipment supplied by City. 7. Job relationships: A. The Parties shall designate the primary contact related the day-to-day operations of this Agreement. In the event of a change of the primary contact, a Party shall give written notice to the other Party of the change within ten (10) business days except when not feasibly possible. B. The City shall designate a Site Manager. i. Darryl Scott, Chief of Staff C. The Provider shall designate a Primary Manager. i. Billy Pelletier, TPG Manager D. The Site Manager or designee will monitor the Provider’s performance of duties. The Site Manager and the Primary Management shall communicate on a routine basis to identify accolades, special needs, and problems. E. The Provider shall appoint a Shift Supervisor for each shift. F. The Shift Supervisor shall be available by radio or phone. The Shift Supervisor’s name and contact information shall be provided to the Site Manager before the start of any shift. G. Any issues that arise regarding daily operations or management shall first be managed by the Site Manager and the Shift Supervisor. Any issue that cannot be resolved by the Site Manager will be forwarded to the Primary Manager. H. The Provider shall meet with City management and the Site Manager monthly during the first six (6) months of this contract to discuss operations, formulation of and modification of standard operating procedures, and any special needs and problems that arise. Thereafter, the Provider and City management shall agree upon a mutually acceptable meeting schedule. 8. Personnel A. Officers will be employees of the Provider. All salaries, benefits, and expenses, including Federal, State, County, City taxes, relating to such employees will be paid by the Provider. B. The City reserves the right to demand the removal of specific Officers at any time and for any reason. C. The City understands that the Provider may schedule breaks for the Officers. Such breaks shall not be paid for by the City. There shall always be at least one (1) Officer on-duty during regular hours during breaks of other Officers. 9. Fee Schedule A. The Provider will bill the City on a bi-weekly basis. All payments will be made in a net 30-day term. The Provider will provide a weekly timecard the following Monday of every week for the hours worked. B. In 2025 and 2026, i. Armed Officers will be billed at a rate of $52.00 per hour. ii. Civilian Officer will be billed at a rate of $24.41 per hour. C. In 2027 and 2028, the rates will increase by 3% annually starting at the 1st of the year. i. Armed Officers will be billed at a rate of $53.56 per hour in 2027 and $55.17 per hour in 2028. ii. Civilian Officer will be billed at a rate of $25.14 per hour in 2027 and $25.90 per hour in 2028. D. The City will only be billed for actual hours worked. In no event will the City pay for scheduled hours that are cancelled. E. Payments to the Provider shall be sent to the address designated by Form W-9 on file which is: Trinity Protection Group, LLC, 17460 Fleetwood Lane, South Bend, IN 46635. 10. Continuity of Services A. The Provider recognizes that the service(s) to be performed under this Agreement are vital to the City and must be continued without interruption and that, upon Contract expiration, a successor, either the City or another Provider, may continue them. The Provider agrees to: i. Furnish phase-in training, and ii. Exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor. B. The Provider shall, upon the City's written notice: i. Furnish phase-in, phase-out services for up to sixty (60) days after this Agreement expires, and ii. Negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. C. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan and shall be subject to the City's approval. The Provider shall provide sufficient experienced personnel during the phase-in, phase- out period to ensure that the services called for by this Contract are maintained at the required level of proficiency. D. The Provider shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this Agreement. If requested, the Provider shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Provider shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. E. The Provider shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase- in, phase-out operations). 11. Employment Option If an employee of the Provider at any time while the Provider has a non-compete agreement in place with the employee, applies on their own volition to become an SBPD officer, and the City determines that it would be in the City's best interest to hire an employee of the Provider, the Provider will release the selected employee from any non-compete agreements that may be in effect. This release will be at no cost to the City or the employee.