HomeMy WebLinkAboutGlimcher Supermall Venture LLC CITY OF AUBURN SERVICES CONTRACT
FOR MALL POLICE SERVICES
THIS AGREEMENT made and enterei� into on this � day of ,
20� by and betwecn the City of Aubum, a municipal corporation of the St te of Washinbton
(hereinafter the"City`) and Glimcher Supermall Venture, LLC (hereinafter"Glimcher').
WITNESSETH :
WHEREAS, the City previously provided mall police officers to The Outlet Collection
Seatde (formerly Supermall of the Great Northwest), located at 1101 OuHet Collection Way,
Auburn, WA 98001, hereinafter the "Outlet Collectiod'.
WHEREAS, the City and Glimcher desire to continue with police services being
provided at the Oudet Collection; and,
WHEREAS, the parties desire, however for the services to be provided through a services
contract under which Glimcher would pay the City for providing such services.
NOW, THEREFORE, the parties hereto abnee as follows:
1. Scope of Services.
The City shall provide commissioned law enforcement officers to serve at the Outlet
Collection, operating under the direction of Ciry of Auburn Police command staff. The
officers so assigned shall serve as law enForcement officers at the Outlet Collection,
operating within the standard operating procedures of the Aubum Police Department.
Neither the City nor any officers so assigned shall be deemed, by viriue of this
Agreement and/or the perfonnance of services hereunder, to have entered into any
partnership, joint venture, employriment or other relationship with Glimcher. The officers
shall be employees ofthe City, not Glimcher.
Police officers on assignment at the Oudet Collection have a primary obligation to the
City, not Glimcher. They are expected to discharge all duties of their office while
performing pursuant to this contract and wil] not perform any non-law i
enforcemenUpeacekeeping functions for Contractor. Furthermore, this c.ontract and
performance thereof by the City police officers shall not create any special relationship
with any person or duties to protect any specific persons from harm or injury including
the party signing this contract. The law enForcemenUpeacekeeping duties to be
perfonned pursuant to this contract are the same in extent and scope as those provided by
police officers to every member of the public.
2. Term of Agreement.
The term of this agreement shall bc for a period of ten (]0) years, commencing January 1,
2015; Providcd that either party may tenninate this agreement for any reason upon ninety
(90) days' writtcn notice to the other; and Provided that if this Agreement is terminated,
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the City shall be compensated for services perfonned prior to termination in accordance
with thc rate of compensation provided in Para},*raph 4 hereof.
3. Ci[v's Responsibilities.
The City shall assi�m two (2) full-time police officers from its Police Department to serve
as additional law enforcement at ihe Oudet Collection, and shall furnish Glimcher with
all schedules for the services provided for herein. One full time police officer works
40 hours per week.
4. Glimchcr's Rcsponsibilities.
Glimcher shall pay the City the below stated amounts by the lst day of each month
during the term of this A�eement, commencing January I, 2015.
Durin = first ear of Ab�reement $50,820
Durin second ear of Agreement $55,902
During third year of Agreement $61,492
During fourth year of Agreement $67,641
During fifth year of A�eement $74,406
During sixth year of Agreement $76,638
Durin seventh year of A�eement $78,937
During ei > th year of Agreement �81,305
During ninth year of Ageement $83,744
During tenth year of Agreement $86,256
Glimcher shall also arrange for access to the property or facilities as required for the
officers to perform the services provided for herein.
5 Responsibilities of Both Parties.
The parties, each, shall, in a timely manner, and so as not to delay the services, tasks or
perfonnance of the other, do the following:
a. Designate in writing a person to act as the party's representativa with respect to the
services hereof, and communicate to the other party the name and contact information
of such designee(s).
b. The person so desi�ated shall have complete authority to communicate with the
other party about policies and decisions with respect to the services provided
hereunder.
6. Acceutable Standards.
The City shall be responsible to provide, in connection with the services contemplated in
this Agreement, work product and services of a quality and professional standard.
7. Records Inspection and Audit.
All compensation payments shall be subject to adjustments for any amounts found upon
audit or otherwise to have been improperly invoiced, and all records and books of
accounts of the City or Glimcher pertaining to any work perfonned under this Ageement
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shall be subject ro inspection and audit by the other party for a period of up to three (3)
ycars from the final paymcnt for work performed under this Agreemen[.
8. Administration ofAereement.
This A�cemcnt shall be administered by Gree Eleser, Outlet Collection General
Manaeer, on behalf of Glimcher, and by the Mayor of the City, or designee, on behalf of
the City. Any written notices required by the tenns of this Agreement shall be served on
or mailed to the foflowing addresses:
Citv of Auburn Glimcher
Aubum City Hall Glimcher Realty Trust
25 West Main 180 East Broad Street
Aubum, WA 98001-4998 Columbus, OH 43215
(253) 931-3000 (614) 621-9000
Attn: Mayors Office Atm: General Counsel
With a copy to:
The Outlet Collection � Seattle
1101 Outlet Collection Way
Suite 1268
Auburn, WA 98001
Attn: General Manager
8. Notices.
All notices or communications permitted or required to be given under this Ageement
shal] be in writing and shall be deemed to have been duly given if deposited in the United
States mail, pos[age prepaid, for mailing by certified mail, return receipt requested, or by
national ovemight courier and addressed, if to a party of this Agreement, to the address
for the party set forth above.
Any paRy may changc his, her or its address by giving notice in wri[ing, stating his, her
or its new address, ro any other party, all pursuant to the procedure set forth in this
section of the Agreement.
9. Insurance.
Each party 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, and shall, upon request, furnish evidence of all such policies to the other:
a. General Liability insurance coverage, with minimum liability limits of$2,000,000.00
combined single limit For personal injury, death or property damage in any one
occurrence.
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b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles of each party.
]0. Indemnification.
a. Glimcher shall indemnify, defend 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 natuie whatsoever, including attorney fees, by
any reason of or arising out of the negligence or willful misconduct of Glimcher, its
officcrs, agents, employees, or any of them relating to or arising out of the
perfonnance of this Agreement except to the extent such injuries and damages are
caused by the negligence of the City, or its officers, agents and employees. If a final
judgment is rcndered against the City, its officers, agents, employees and/or any of
them, or jointly against the City and Glimcher and their respective officers, agents
and employees, or any of them, Glimcher shall satisfy the same to the extent that such
jud�nent was due to the negligence or willful misconduct of Glimcher, or its officers,
agents, employees .
b. The City shal] inde�nnify, defend and hold harmless Glimcher and its officers, agents
and employees, or any of them from any and all claims, actions, suits, liability, loss,
costs, expcnses, and damages of any nature whatsoever, including attorney fees, by
any reason of or ansing out of the negligence or willful misconduct of the City, its
officeis, agents, employees, or any of them relating to or arising out of the
performance of this Ageement except to the extent such injuries and damages are
caused by the negligence of Glimcher, or its officers, agents and employees. If a final
judynent is rendercd against the Glimcher, its oFficers, agents, employees and/orany
of them, or jointly against the Glimcher and the City and their respective officers,
agents and employees, or any of them, the City shall satisfy the same to the extent
that such jud�nent was due to the negligence or willful misconduct of the City, or its
officers, a�ents, employees .
c. [n the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the the
City and Glimcher, its oFficers, officials, employees, and volunteers, any damages
allowed shall be levied in proportion to the percentage of negligence attributable to
each party, and each party shall have the nght to seek contribution from the other
party in proportion to the percentage of negligence attributable to the o[her party. It is
further specifically and expressly understood that the indemnification provided herein
constitutes the Parties' waiver of immunity under lndustrial Insurance, Title 51 RCW,
solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the Parties. The provisions of this section shall survive the expiration
or termination of this Agreement.
I I. Assi m�, ment.
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,
Neither party ro this Agreement shall assign any right or obligation hereunder in whole or
in part, evithout the prior written consent of the other party hereto, except that Glimcher
may assign diis Agreement without the City's consent to any entity that owns, is owned
by or is under common ownership with Glimcher, or to any entity that acquires The
Outlet Collcction�Seattle, or all or substantially all of the assets of Glimcher. No
assigmnent or transfer of any interest under this Agreement shall be deemed to release the
assignor from any ]iability or obligation under this Agreement, or to cause any such
liability or obligation to be reduced to a secondary liability or obligation.
12. 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 b.e 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.
13. Parties in [nterest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to aiid bind, the parties hereto and their respective successors and
assi�ms, 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 tNird party, including contractors, sub-contractors and their sureties.
l4. Costs to Prevailin�PartY
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Ageement, the prevailing parties shall be entitled to receive its
reasonable costs and attomey's fees.
15. Applicable Law.
This A�eement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in King Coun_ty, Washington.
16. Captions, HeadinRS 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 paray-aph 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
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.
determination as to who is the drafter of this Ageement, this Agreement having been
drafted by mutual agreement of the parties.
17. Entire AQreement.
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.
18. CounterpaRs.
This Ageement 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. This Agreement may be executed by the
exchange of copies bearing the electronic or facsimile sig�atures of the parties.
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[N WITNESS WHEREOF, the parties hereto have caused this A�eement to be executed
effective the day and year first set forth above.
CITY OF AUBURN GLIMCHER
GLIMCHER SUPERMALL VEN"I'URE,
LLC
a Delaware limited liability company
By: GLIMCHER AUBURN, INC.
awar co ration, its Managing
M ber '
� �
cy Back , yor m : 5�¢v� e� er'
Title. ego \ D;r� �Q
Attest:
�� ���
�
Danielle E. Daskam City Clerk
Approve o fo
D ie . Heid, City torne
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