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HomeMy WebLinkAboutGlimcher Super Mall Venture LLC r" C i.> A ,~ ~'r . "~r. z.... . CITY OF AUBURN AGREEMENT FOR MAINTENANCE SERVICES THIS AGREEMENT made and entered into on this dl%~ day of ~~, 200 ~ by and between the City of Auburn, a municipal corporation of the State ot ashington, hereinafter referred to as "City" and Glimcher Super Mall Venture, LLC, hereinafter referred to as the "Contractor." WITNESSETH: WHEREAS, the City of Auburn applied for and received approval for a gnmt to acquire digital recording and surveillance and assessment camera equipment, as part of a larger system, which would assist the City in addressing emergenc~ preparedness, which grant was received from the Washington State Military Department; and WHEREAS, the grant was received in connection with the Project Auburn Supermall' a Department of Homeland Security (DHS) Office for Domestic Preparedness (ODP) program to provide funds to enhance protection around critical infrastructure and key reSOUf1ces sites and deter threats or incidents of terrorism aimed at those facilities; and WHEREAS, in connection with the equipment to be provided for that program, the City desires to have the equipment maintained by an entity willing to capably provide such maintenance, as a part of its mutual aid programs; and WHEREAS, the Contractor is in a position to benefit from the program and is in a position to maintain the equipment provided in connection with this program; and WHEREAS, the City and the Contractor are willing to agree for the maintenance of such equipment under the terms and conditions contained herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services. The Contractor agrees to provide maintenance of the electronic equipment received and acquired by the City in connection with the Project Auburn Supermall in connection with its contract with the Washington State Military Department contract number E06-273, as directed by the City, subject to the following: The equipment shall remain during the term of this Agreement, the property of the City, and the City shall have access to said equipment at any time during the term of this Agreement. 2. Additional Services. From time to time hereafter, the parties hereto may agree to the performance by the Contractor 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 respe'ctive parties prior to the Contractor'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 Page 1 of6 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 ext::cuted. 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. 3. Performance of Additional Services Prior to Execution of an Addendum. The parties hereby agree that situations may arise in which services othl~r than those described herein are desired by the City and the time period for the compl<etion of such services makes the execution of addendum impractical prior to the commencement of the Contractor's performance of the requested services. The Contractor 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. 4. Contractor's Representations. The Contractor 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. 5. City's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Contractor: 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 Contractor 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 Contractor to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketcht:s, and other documents prepared by the Contractor and render decisions regarding such documents in a timely marmer to prevent delay of the services. 6. Acceptable Standards. The Contractor 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. 7. Compensation. As compensation for the Contractor's performance of the services provided for herein, the Contractor shall receive the benefits of the equipment's use. Page 2 of6 --'---"-"-"'-"--~-----"""-'-""- 8. Time for Performance and Term of Agreement. The Contractor shall perform the services provided for herein in accordance with the direction of the City, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall commence on the date hereof, and shall terminate upon completion of the performance of the scope of work provided herein. 9. Ownership and Use of Documents. All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwist: prepared by the Contractor as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 10. 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 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. II. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Contractor agrees that, notwithstanding such dispute or conflict, the Contractor shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 12. Administration of Agreement. This Agreement shall be administered by Paul Hensley, on behalf of the Contractor, 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 Auburn Contractor Auburn City Hall SuperMall of the Great Northwest 25 West Main 1101 SuperMall Way, Suite 1268 Auburn, WA 98001-4998 Auburn, W A 98001 (253) 931-3000 FAX (253) 931-3053 (253) 833-1790 13. 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. Page 3 of6 M' .__. ...__.._.___---'--- 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. 14. Insurance. The Contractor 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 Contractor shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Contractor shall take out and maintain in full force and affect the following insurance policies: a. Comprehensive public liability insurance, including automobile and property damage, insuring the City and the Contractor against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by the Contractor of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in anyone occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. c. Professional liability - errors & omissions insurance with minimum liability limits of $1 ,000,000. 15. Indemnification. The Contractor 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 Contractor, 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 Contractor and their respective officers, agents and employees, or any of them, the Contractor shall satisfy the same to the extent that such judgment was due to the Contractor's negligent acts or omissions. 16. 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 assignment 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. 17. Amendment. Modification or Waiver. No amendment, modification or waiver of any condition, provision or t,erm 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. Page 4 of6 _...... 18. Termination and Suspension. Either party may terminate this Agreement upon written notice to the otht:r 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 Contractor if the services provided for herein are no longer needed from the Contractor. If this Agreement is terminated through no fault of the Contractor, the Contractor shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 19. 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 contractors, sub-contractors and their sureties. 20. 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. 21. 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 Vl~nue 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 Contractor of the services. 22. 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. Page 5 of6 ..._--,---_.._-~_.- 23. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or inval.id for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 24. 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. 25. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. ~ ( -7 Attest: J2~ tJJ~ By Name: Dam e E. Daskam City Clerk Title: Page 6 of6 -.-..-.-....-.-..-