HomeMy WebLinkAboutGlimcher Super Mall Venture LLC
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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
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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.
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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.
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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.
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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.
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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.
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Attest:
J2~ tJJ~ By Name:
Dam e E. Daskam City Clerk Title:
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