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HomeMy WebLinkAboutWSORCACITY OF AUBURN AGREEMENT FOR RETAIL LOSS PREVENTION TRAINING SERVICES THIS I AGREEMENT made and entered into on this) s day of 2014, by and between the City of Auburn, a municipal corporation of the Statd of Washington, hereinafter referred to as "City" and, WSORCA - Washington State Organized Retail Crime Alliance, hereafter referred to as the "Service Provider " WITiNESSETH WHEREAS, the City has a Police Department involved in law enforcement activities within the city, including addressing shoplifting and theft from businesses; and, WHEREAS, the Service Provider is engaged in providing training for law enforcement officers in retail loss prevention; and, WHEREAS, the City could utilize the of services of individuals, employees or firms for training for law enforcement officers in retail loss prevention; and, WHEREAS, the City desires to retain the Service Provider to provide certain services in connection therewith, and, WHEREAS, the Service Provider is qualified and able to provide such services, and is willing and agreeable to provide such services upon the terms and conditions herein contained. K , THEREFORE, the parties hereto agree as follows: The Service Provider agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks) described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services. ") The Service Provider shall perform the services as an independent contractor 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 From time to time hereafter, the parties hereto may agree to the performance by the Serviicc 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 priorlto the 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 Page 1 of 10 per 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 other than those described on Exhibit "A" are desired by the City and the time period for the completion of I such services makes the execution of addendum impractical prior to the commencement of the Service Provider's performance of the requested services. The Service Provider hereby agrees that it shall perform such services upon the oral request of an iauthorized 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 5 6. 7 Service Provider hereby represents and warrants that he has all necessary licenses certifications to perform the services provided for herein, and is qualified to perform i services. The City shall do the following in a timely manner so as not to delay the services of the 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 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 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 Service Provider and render decisions regarding such documents in a timely manner to prevent delay of the services. Acceptable Standards. The 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 As I compensation for the Service Provider's performance of the services provided for herein, the City shall pay the Service Provider the fees and costs specified on Exhibit "B" attached hereto and made a part hereof (or as specified in an addendum) The Service Provider shall submit to the City an invoice or statement of time spent on tasks included Page 2 of 10 8. I 10 I1 12. 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 Service Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. The Service Provider shall perform the services provided for herein in accordance with they direction and scheduling provided on Exhibit "C" attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Temt ofIthis Agreement shall commence on the date hereof, and shall terminate upon completion of the performance of the scope of work provided herein, according to the schedule provided on Exhibit "C" attached hereto, unless otherwise agreed to in writing byjthe parties. documents, reports, memoranda, diagrams, sketches, plans, surveys, design ulations, working drawings and any other materials created or otherwise prepared by Service Provider as part of his performance of this Agreement (the "Work Products ") I be owned by and become the property of the City, and may be used by the City for purpose beneficial to the City 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. In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Service Provider agrees that, notwithstanding such dispute or conflict, the Service Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. Agreement shall be administered by David Thornton, on behalf of the Service der, and by the Mayor of the City, or designee, on behalf of the City Any written �s required by the terms of this Agreement shall be served on or mailed to the vine addresses. City of Auburn Service Provider Auburn City Hall WSORCA 25 West Main Washington State Organized Retail Auburn, WA 98001 -4998 Crime Alliance Phone (253) 931 -3000 P O Box 66028, University Place, FAX 1253) 931 -3053 WA, 98464 Ph. 206 -510 -9026 Page 3 of 10 13 14 15 i No tices 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 a. b. d. may change his, her or its address by giving notice in writing, stating his, her address, to any other party, all pursuant to the procedure set forth in this he Agreement. e Provider shall be responsible for maintaining, during the tern of this and at its sole cost and expense, the types of insurance coverages and in the :scribed below The Service Provider shall furnish evidence, satisfactory to City, of all such policies. During the tern hereof, the Service Provider shall take out maintain in full force and effect the following insurance policies: Commercial General Liability insurance, insuring the City and the Service Provider against toss or damages arising from premises, operations, independent contractors and personal injury and advertising injury The City shall be named as an insured under the Service Provider's Commercial General Liability insurance policy with respect to the work performed for the City, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in any one occurrence. Such workmen's compensation and other similar insurance as may be required by law Professional liability insurance with minimum liability limits of $1,000,000 Automobile Liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 O1 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. The Service Provider 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 nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Service Provider, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole negligence of the City 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 Service Provider and their respective officers, Page 4 of 10 i aglnts and employees, or any of them, the Service Provider shall satisfy the same to the extent that such judgment was due to the Service Provider'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. 18. 19 20. 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. 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. I The City may terminate this Agreement upon not less than seven (7) days written notice to the Service Provider if the services provided for herein are no longer needed from the Service Provider If this Agreement is terminated through no fault of the Service Provider, the Service Provider shall be compensated for services perfornied prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 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. 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 attomey's fees. Page 5 of 10 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 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 Service Provider of the 22. Captiohs,- 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 ithey 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. 23. Severable, Provisions. Each provision of this Agreement is intended'to be severable. If any provision hereof is illegal or invalid,for any reason .whatsoever, suchfillegality or invalidity, shall not affect the validity, of the'remainderof this Agreement: 24. Entire Agreement. This Agreement contains the entire understanding of the parties, hereto ins 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 ay and year rust set forth above. CITY OF AUBURN SERVICE PROVIDER ge6of10 Attest: Danielle E. Daskam City Clerk Gl [Exhibit AI— Scope of Services] [Exhibit B — Compensation] [Exhibit C ;— Timing of Services] Page 7 of 10 Exhibit A — Scope of Services i i The goal of WSORCA's annual training conference is to continue the continuity and awareness regarding Organized Retail Crime (ORC), and expand our partnerships between retailers, law enforcement, and the prosecuting attorney offices throughout the State of Washington. I ORC is not just shoplifting. ORC is the systematic theft of merchandise by an organized group or gang. These individuals work together in an effort to maximize the amount of property they can steal in one criminal episode. ORC is a "gateway crime" which leads law enforcement into other criminal activity such as gangs, narcotics, identity theft, counterfeiting, burglaries, prostitution, and illegal weapons. The WSORCA Organized Retail Crime Training Conference will focus on this ever growing problem. The conference will educate law enforcement, retailers and prosecutors on current trends and laws. It will also continue to develop and foster partnerships between the three essential partners in fighting this crime. The conference will provide resources to law enforcement, new strategies for loss prevention and key insight for prosecutors. WSORCAInow has 910 members on our website in the collaborative effort in the tight against organized retail crime. We are holding a training conference to better the understanding and education our members, which represent all ranges retail businesses, law enforcement agencies and prosecuting attorneys throughout; Washington State and the Pacific Northwest. page 8 of 10 Exhibit B — Compensation The compensation to be paid to the service provider shall be the amount of Five Thousand Dollars ($5,000.00) payable upon completion of the training. Page 9 of 10 Exhibit C Timing of Services Training will be conducted on October 8 ", 2014 from 7:OOAM to 4:0011M at a location to be conveniently arranged by the parties. Page 10 of 10