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HomeMy WebLinkAboutWashington Merchant Patrol CITY OF AUBURN AGREEMENT FOR AIRPORT SECURITY SERVICES THIS AGREEMENT made and entered into on this i day of Mt~-t , 2007 , by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Washington Merchant Patrol, hereinafter referred to as the "Security Service Provider." WITNESSETH' WHEREAS, the City is engaged in the operation of its municipal airport, the Auburn Municipal Airport, and is in need of services of individuals, employees or firms for security services at said airport; and, WHEREAS, the City desires to retain the Security Service Provider to provide certain services in connection with the City's work on said project; and, WHEREAS, the Security Service Provider is qualified and able to provide security services in connection with the City's needs for the above-described work/project, and is willing and agreeable to provide such Services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: Scope of Services. The Security Service Provider agrees to perform in a good and professional manner the following described tasks: ao Not less than Four (4) Nightly Patrols at the Aubum Municipal Airport, 400 23rd Street NE, Auburn, WA 98002. Each such Nightly Patrol shall consist of a patrol vehicle and an operative of the Security Service Provider driving onto and through the airport facilities and between the hangars and other structures at the airport. bo If the Security Service Provider, or an agent thereof, discovers illegal or suspected illegal activity, including crimes against persons or property, or other violations of the law, at the airport, the Security Service Provider, or an agent thereof, shall call the police and stand by for police arrival or take other action as directed by the police relative to the incident. This Agreement does not authorize or empower the Security Service Provider to investigate the incident, other than to reasonably detain individuals for the police. C° Any contact or incident investigated or warranting a call to the police shall be detailed in a report submitted by the Security Service Provider, or an agent thereof, to the police or other appropriate City representative. Page 1 of 9 The Security Service Provider, or agents thereof, may be Subpoenaed to court in connection with cases stemming from such incidents or investigations, in which case, the Security Service Provider, or agent thereof, shall appear for and be available to testify in court and meet with legal counsel and other representatives of the City in connection therewith. The Security Service Provider, or agents thereof, shall be authorized, as an agent of the City, to issue trespass warnings, provided that any violations of the trespass laws/warnings shall be directed to the police or the City Attorney's office for prosecution. The Security Service Provider, or agents thereof, as an agent of the City, shall enforce applicable parking laws at the airport, and shall further enforce vehicle impound laws on airport property. The Security Service Provider in authorized and empowered to take reasonable steps in furtherance of such enforcement. The Security Service Provider also agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. The Security Service Provider shall perform the services as an independent Security Service Provider and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. Additional Services. From time to time hereafter, the 'parties hereto may agree to the performance by the Security Service Provider of additional services with respect to related work or projects. Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Security Service Provider's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such addendum were a part of this Agreement as originally executed. The performance of services pursuant to an addendum shall be subject to the terms and conditions of this Agreement except where the addendum provides to the contrary, in which case the terms and conditions of any such addendum shall control. In all other respects, any addendum shall supplement and be construed in accordance with the terms and conditions of this Agreement. o Performance of Additional Services Prior to Execution of an Addendum. The parties hereby agree that situations may arise in which services other than those described in Paragraph 1, above, and on Exhibit "A" are desired by the City and the time period for the completion of such services makes the execution of addendum impractical prior to the commencement of the Security Service Provider's performance of the requested services. The Security Service Provider hereby agrees that it shall perform such services upon the oral request of an authorized representative of the City pending execution of an addendum, at a 'rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. Page 2 of 9 Security Service Provider's Representations. The Security Service Provider hereby represents and warrants that he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. o City's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Security Service Provider: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Security Service Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Security Service Provider to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Security Service Provider and render decisions regarding such documents in a timely manner to prevent delay of the services. o Acceptable Standards. The Security Service Provider shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. o Compensation. As compensation for the Security Service Provider's performance of the services provided for herein, the City shall pay the Security Service Provider the sum of Six Hundred Fifty Dollars ($650.00) per month, for the level of service identified in Paragraph 1, hereinabove. Provided that the City reserves the right to modify the level of service at any time, with reasonable notice to the Security Service Provider, of any option set forth in Exhibit "B" attached hereto and made a part hereof (or as specified in an addendum), with compensation likewise adjusted. The Security Service Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Security Service Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. o Term of Agreement. The Term of this Agreement shall commence on the date hereof or on the 1 st day of May, 2003, and shall terminate in accordance with the provisions of article 18 of this Agreement. Records Inspection and Audit. All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of Page 3 of 9 10. 11. 12. 14. accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Security Service Provider agrees that, notwithstanding such dispute or conflict, the Security Service Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. Administration of Agreement. This Agreement shall be administered by Curtis Lee, on behalf of the Security Service Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: City of Aubum Aubum City Hall 25 West Main Auburn, WA 98001-4998 (253) 931-3000 FAX (253) 931-3053(253) Security Service Provider Washington Merchant Patrol P.O. Box 23009 Federal Way, WA 98093-0009 661-1565 FAX (253) 661-1497 Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. Insurance. The Security Service Provider shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. The Security Service Provider shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Security Service Provider shall take out and maintain in full force and effect the following insurance policies: Comprehensive public liability insurance, including automobile and property damage, insuring the City and the Security Service Provider against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by the Security Service Provider of its obligations hereunder, with minimum liability limits of $2,000,000.00 combined single limit for personal Page 4 of 9 15. 16. 17. 18. injury, death or property damage in any one occurrence for general liability, and minimum liability limits of $1,000,000.00 for automobile liability. b. Such workmen's compensation and other similar insurance as may be required by law. Indemnification. The Security Service Provider shall indemnify and hold harmless the City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission of the Security Service Provider, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, or jointly against the City and the Security Service Provider and their respective officers, agents and employees, or any of them, the Security Service Provider shall satisfy the same to the extent that such judgment was due to the Security Service Provider's negligent acts or omissions. Assignment. Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assigmnent or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. Amendment, Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. Termination and Suspension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Security Service Provider if the services provided for herein are no longer needed from the Security Service Provider. If this Agreement is terminated through no fault of the Security Service Provider, the Security Service Provider shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. Page 5 of 9 19. 20. 21. 22. 23. 24. 25. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including Security Service Providers, sub-Security Service Providers and their sureties. Costs to Prevailing Party. In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Security Service Provider of the services. Captions, Headings and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Page 6 of 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN Attest: WASHINGTON MERCHANT PATROL Security Service Provider Name: Title: Name: Title: Danielle Daskam City Clerk d,~C~ity Att°~Y Page 7 of 9 THE EXHIBIT "A" OBJECTIVES/DUTIES SECURITY SERVICE PROVIDER SHALL: · Assist the City with airport security related issues and concems by tailoring our product and services to meet their needs and budgets. · Provide routine patrol of the airport facilities, in accordance with a schedule agreed to by the City. · Provide the City with written daily documentation of activities and incidents that occur at or connected to the airport. · Notify the police, medical, and or fire department in a 911 emergency response. · Provide highly visible and "pro-active" security presence to deter any criminal activity · Perform lock-ups as required. · Respond to airport related calls, and efficiently and affectively handle any situation that arises in a professional manner. · Approach and questioning of possible suspects and pending circumstances, ensuring the identification of the individual(s) involved. · Be available for contact by residents for, suspicious persons or circumstances, or whenever extra assistance is needed. · Provided a complimentary phone number, which will access the security staff on duty. · Issue criminal trespass admonishment to individuals who do not belong on the property grounds. · Enforce all rules and regulations. · Conduct lighting and safety checks. · Security officers of the Security Service Provider shall carry communication equipment at all times in the performance of their duties. Page 8 of 9 EXHIBIT "B" PROGRAM OPTIONS On-site program- option 1 To have one of our fully uniformed Security Officer's patrol the property for a preset amount of hours would cost $18.00 per hour. Vehicle patrol program- option 2 To have one of our fully uniformed Security Officer to patrol the grounds three times a night, seven days a week will cost $625.00 a month. Vehicle patrol program - option 3 To have one of our fully uniformed Security Officer to patrol the grounds four times a night, seven days a week will cost $650.00 a month. Page 9 of 9