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.
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, 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
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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.
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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
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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
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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,
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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.
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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.
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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.
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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
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Attest:
Danielle E. Daskam City Clerk
Gl
[Exhibit AI— Scope of Services]
[Exhibit B — Compensation]
[Exhibit C ;— Timing of Services]
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Exhibit A — Scope of Services
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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.
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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.
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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.
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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.
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