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HomeMy WebLinkAbout4406 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4406 MERCHANT PATROL SECURITY SERVICES INC Security - Parking Garage - Washington Avenue Facilities SVC File Class LEG 12-1 $62846.00 12/01/2003 03/31/2007 02/15/2009 GL AL E&O $500000.00 $ $ $500000.00 05/01/2007 Insurance Total Insurance Review Date Extension 1/07 - New contract to be negotiated Replaced by #4625 Vault 01/01/2009 I .- ~h'~~~t~~~~:' . AGREEMENT BETWEEN THE CITY OF BREMERTON AND MERCHANT PATROL SECURITY SERVICES, INC. WHEREAS, the City of Bremerton ("City") and Merchant Patrol Security Services, Inc. ("Consultant") entered into a Professional Services Agreements dated May 16, 2005 (Exhibit A) June 8, 2005 (Exhibit B) for professional services relating to security services at the Bremerton City garage and the Haborside Conference Center Parking Facility. Consultant also provides security services for the Downtown Bremerton Library Building; and WHEREAS, the parties desire to enter into this Agreement for security services as outlined in Exhibits A, B, and C for a term commencing January 1,2007 and terminating March - 31, 2007; WHEREAS, a short-term agreement is necessary to allow the City to evaluate and negotiate a new contract for parking security services; and NOW THEREFORE, for mutual consideration, City and Consultant agree as follows; A. Consultant will provide security services for the Bremerton City garage pursuant to the terms and conditions stated in Exhibit A attached hereto and incorporated by this reference for the period January 1, 2007 through March 31, 2007. All terms and conditions shall apply as if fully set forth herein. B. Consultant will provide security services for the Harborside Conference Center pursuant to the terms and conditions stated in Exhibit B attached hereto and incorporated by this reference for the period January 1,2007 through March 31, 2007. All terms and conditions shall apply as if fully set forth herein. C. Consultant will provide security services for the Downtown Bremerton Library Building pursuant to the scope of services and duties attached hereto as Exhibit C and incorporated by this reference. City shall pay Consultant an amount not to exceed $210 per month for the services provided in Exhibit C. D. The parties whose names appear below represent that they are authorized to enter into this Agreement and that it is binding on the parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year as indicated. z:; By Carv Bozeman Its M~or DATE: k;o/()7 MERCHANT PATROL SECURITY SERVICES, INC. A~-~ By 'UCA....0 )..."..nu,J Its :?I'C..S.J...(.N~ DATE: / - z..:./- 0 +- Page 1 of2 APPROVED AS TO FORM: ~'":: -' ~n City Attorney ~ R:\LegallLegal\Contracts\PlJRUC WORKS\Merchant Patrol Security 2007 (short term).doc Page 2 of2 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT The City of Bremerton ("City") and Merchant Patrol Security Services, Inc. ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Services and Duties, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Services and Duties may be modified only pursuant to Section VII.G of this Agreement. If the Scope of Services and Duties provides for unspecified. additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant acknowledge that Consultant has been providing services described in Exhibit A since March I, 2004 pursuant to that certain Professional Services Agreement dated April I, 2004. The parties desire to continue these services and agree that the term of this Agreement shall commence on March I, 2005 and will terminate on December 31,2006, unless terminated earlier pursuant to this Agreement. Ill. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $1658.44 per month. Consultant shall bill for services at the hourly rate of $15.25 per hour and shall provide five (5) hours of security per day, Monday through Friday. This shall include vehicle patrols as set out in the scope of servIces. Consultant shall submit regular billing statements describing work performed and amount charged for security services. The descriptions shan conform to and fan within the categories set out in the Scope of Services. Upon receipt of a conforming billing statement, the City shall promptly process payment. Consultant shall not perform work beyond the Scope of Services and Duties, nor shall Consultant be compensated for such work, unless the Scope of Services and Duties or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance this Section. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Services and Duties and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to Merchants Patrol Security System Page I of7 control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. v. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent ofthe Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WANER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HA VE MUTUALLY NEGOTIATED THIS W AlVER. The provisions of this section shall survive the expiration or termination of this Agreement. Merchants Patrol Security System Page 2 of7 VI. Insurance: A.. Resoonsibilities and Requirements. The Consultant shall provide professional liability or errors and omissions insurance and comprehensive general liability Insurance, including bodily injury and property damage, of at least $500,000 per occurrence. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing that coverage. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, and the automobile liability insurance policy as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of ali the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. B. Automobile Liability Insurance: The Consultant shall provide Commercial Automobile Liability Insurance with limits no less than $500,000.00 combined single limit per accident for bodily injury, physical and property damages. Before beginning work on the project described in this Agreement, the consultant shall provide a Certificate of Insurance evidencing that coverage. Automobile Liability Insurance policies shall be on an "occurrence" basis. Merchants Patrol Security System pagc 3 of? VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Olalla, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Olalla, Washington and at the City Parking garage located at 4th and Washington in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Services and Duties, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. M~'Tchants Patrol Security System Page 4 of7 F. Severability; Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City of Bremerton Attn: 345 Sixth Street, Suite 600 Bremerton, WA 98337-1873 Consultant Address Merchant Patrol Security Services, Inc. Attn: Dan Larson PO Box 964 Olalla, W A 98359 I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. J. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. K. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. N. Assignment: Any assignment of this agreement by Consultant without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by either Party upon thirty (30) days notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, Merchants Patrol Security System Page 5 of7 and the non-performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the status of all items listed in the Scope of Wark current through the tennination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A. Rights Upon Termination: In the event of termination, the City shall pay for all services perfonned by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. CITY OF BREMERTON e~ By: Cary B&zeman its: Mayor Date: .,s-It,-OS MERCHANTPATROLSECURlTY SERVICES, INC. ----. ~~ By: Dan Larson its: President Date: S - ~ - or o form: R.:\LEGAL\Contnlcts\PUBU Merchants Patrol Security System Pagc 6 of? EXHIBIT A SCOPE OF SERVICES AND DUTIES A. SCOPE OF SERVICES Security personnel shall provide five (5) hours of security service at the Bremerton City garage per day, Monday through Friday. In addition, Consultant will provide two vehicle patrols through the City Garage during the weekdays and on the weekends between the hours of 2000 and 0400. B. DUTIES. ... Patrol on foot and inspect all levels of the parking garage, the elevator, stairwells, pay boxes, and the outer perimeter. Report and log all incidents of theft or vandalism. .,. Maintain a daily activity log to be submitted to the City on a biweekly or monthly schedule. ~ Vary monitoring points and foot patrol routes heightening effectiveness of services. ~ Officers will change their times daily between the proposed hours stated (Example: Officer is to work 3 hours between 0800-1200. Officer arrives on the first day at 0835 and departs at 1135. Day two, the officer arrives at 0910 and departs at 1210). ~ Hand out written warning citations of "No Trespassing" to persons loitering within the City Parking garage who have no vehicle parked. " ~ Maintain a catalog of names and photos of persons cited with "No Trespass" warnings. ~ Notify 911 upon viewing suspicious or criminal activity taking place when contacting a repeat offender of the "No Trespassing" citation, or in the event of an emergency. ~ Inspect parking lots and the building perimeter notifying the City when circumstances are out of the ordinary, i.e., burned out lights, missing or non-functioning fire extinguishers, excessive trash is in the lot, damage to spaces, signs, doors, gates, etc. ~ Look for vehicles left unlocked and/or with valuables in plain site and leave a courtesy message with tips to prevent car prowls and automobile theft. ~ Leave courtesy messages on vehicles with flat tires, dead batteries, relative suspicious incidents, or damage from criminal activity (vandalism or car prowls) with pertinent information to include; security services company contact information, date and time of the incident, observed situation, and information concerning law enforcement or emergency services as applicable. ~ Close the Washington Avenue exterior stairway door and the Fifth Street exterior door after 1800 hours to control the entry points to the garage. ~ Lock and unlock the City Parking garage at designated times. ~ Be available for call outs when someone's vehicle has been locked in the parking garage. ~ All security personnel shall wear uniform apparel to maintain a professional appearance when on duty and to enhance authority. Merchants Patrol Security System Page 7 of7 EXHIBIT B PROFESSIONAL SERVICES AGREEMENT The City of Bremerton ("City") and Merchant Patrol Security Services, Ioc. ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Services and Duties, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Services and Duties may be modified only pursuant to Section VlI.G of this Agreement. If the Scope of Services and Duties provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. n. Term: The term of this Agreement shall commence on May 1,2005 and will terminate on December 31, 2006, unless terminated earlier pursuant to this Agreement. m. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $2,783.43 per month. Consultant shall bill for services at the hourly rate of$15.25 per hour and shall provide six (6) hours of security per day, seven (7) days a week. This shall include vehicle patrols as set out in the scope of services. Consultant shall submit regular billing statements describing work performed and amount charged for security services. The descriptions shall conform to and fall within the categories set out in the Scope of Services. Upon receipt of a conforming billing statement, the City shall promptly process payment. Consultant shall not perform work beyond the Scope of Services and Duties, nor shall Consultant be compensated for such work, unless the Scope of Services and Duties or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance this Section. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationsbip of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Services and Duties and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefrts provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and Merchants Patrol Security System Page I of7 for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless ~om any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDE.MNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE. TITLE 51 RCW, SOLELY FOR THE PURPOSES OF TInS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED TIllS WAIVER The provisions of this section shall survive the expiration or termination of this Agreement. Merchants Patrol Security System Page2of7 VI. Insurance: A. Responsibilities and Requirements. The Consuhant shall provide professional liability or errors and omissions insurance and comprehensive general liability insurance, including bodily injury and property damage, of at least $500,000 per occurrence. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate ofInsurance evidencing that coverage. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, and the automobile liability insurance policy as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought. except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. B. Automobile Liabilitv Insurance: The Consultant shall provide Commercial Automobile Liability Insurance with limits no less than $500,000.00 combined single limit per accident for bodily injury, physical and property damages. Before beginning work on the project described in this Agreement, the consultant shall provide a Proof ofInsurance evidencing that coverage. Automobile Liability Insurance policies shall be on an "occurrence" basis. Merchants Patrol Security System Page3 of7 VD. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in alalIa, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City' 8 so Ie risk. C. Work Performed at Co~'s Risk: Consuhant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any 108S of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in OlaIla, Washington and at the Kitsap Conference Center - Bremerton Harbor Side parking facility located at 100 Washington Avenue in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Services and Duties, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. Merchants Patrol Security System Pagc4of7 F. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City of Bremerton Attn: 345 Sixth Street, Suite 600 Bremerton, WA 98337-1873 Consultant Address Merchant Patrol Security Services, Inc. Attn: Dan Larson PO Box 964 Olalla, W A 98359 I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. J. Non-Waiver of Breach: The failure of the City to insist upon strict perfonnance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. K. Compliance with Laws: Consultant shall comply with all applicable Federa~ State, and 10ca1laws in performing its obligations under this Agreement. L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. N. Assignment: Any assignment of this agreement by ConSultant without the written consent of the City shall be void. vm. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by either Party upon thirty (30) days notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fuult of the terminating Party, Merchants Patrol Security System PageS of7 .; and the non-performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. MERCHANT PATROL SECURITY SERVICES, INC. 4J> X:::- _ By: Dan Larson its: President Date: 5- z.8 -as- R:\LEGAL'Contmcts\PUBLIC WORKSIMcrehant Patrol Services - PSA.doc Merchants Patrol Security System Page6of7 . ' EXHIBIT A SCOPE OF SERVICES AND DUTIES A SCOPE OF SERVICES Security personnel shall provide six (6) hours of security service at the Kitsap Conference Center - Bremerton Harbor Side parking :facility per day, seven (7) days a week. In addition, Consultant will provide one vehicle patrol through the Kitsap Conference Center - Bremerton Harbor Side parking facility during the weekdays and on the weekends between the hours of 2000 and 0400. B. DUTIES. ~ Patrol on foot and inspect all levels of the parking garage, the elevator, stairwells, pay boxes, and the outer perimeter. Report and log all incidents of theft or vandalism. ~ Maintain a daily activity log to be submitted to the City on a biweekly or monthly schedule. .. Vary monitoring points and foot patrol routes heightening effectiveness of services. ~ Officers will change their times daily between the proposed hours. ~ Give verbal warnings of "No Trespassing" to persons loitering within the parking garage who have no vehicle parked. ~ Hand out written warning citations of "No Trespassing" to persons loitering within the City Parking garage who have no vehicle parked. ~ Maintain a catalog of names and photos of persons cited with ''No Trespass" warnings. ~ Notify 911 upon viewing suspicious or criminal activity taking place when contacting a repeat offender of the "No Trespassing" citation, or in the event of an emergency. ~ Inspect parking lots and the building perimeter notifying the City when circumstances are out of the ordinary, Le., burned out lights, missing or non-functioning fire extinguishers, excessive trash is in the lot, damage to spaces, signs, doors, gates, etc. . Look for vehicles left unlocked and/or with valuables in plain site and leave a courtesy message with tips to prevent car prowls and automobile theft. ~ Leave courtesy messages on vehicles with flat tires, dead batteries, relative suspicious incidents, or damage from criminal activity (vandalism or car prowls) with pertinent information to include; security services company contact information, date and time of the incident, observed situation, and information concerning law enforcement or emergency services as applicable. ~ All security personnel shall wear uniform apparel to maintain a professional appearance when on duty and to enhance authority. Merchants Patrol Security System Page 7 of7 EXHIBIT C EXIDBIT C SCOPE OF SERVICES AND DUTIES DOWNTOWN BREMERTON LIBRARY BUILDING A. SCOPE OF SERVICES Security personnel shall provide two (2) physical and visual checks of the building exterior and perimeter, seven days per week. B. DUTIES ~ Patrol by foot and inspect the perimeter of the building. ~ Report and log all incidents of theft or vandalism. ~ Maintain a daily activity log to be submitted to the City on a bi-weekly or monthly schedule. ~ Notify 911 upon viewing suspicious or criminal activity taking place. ~ All security personnel shall wear uniform apparel to maintain a professional appearance when on duty and to enhance authority. +--------------------------------------------------------------------------+ +Enter Search Criteria, Press Esc Key to Transmit 9= +Press Del Key to Terminate Delete Mode 9= CHANGE Contract Transactions 9= Contract Number 4406 + ::Vendor Name ::Subject : :Departmen t :,:Status Code 9= 9= + + 9= 9= 9= + + + 9= Comments MERCHANT PATROL SERVICES INC SECURITY SERVICE - PARKING GARAGE PW&U FACILITIES SVC + 9= 9= $57870.68 9= 12/01/2003 9= 12/31/2006 + 11/01/2006 4= Insurance Type Amount GL $500000.00 Amount Begin Date End Date Review Date Insurance Total Insurance Review Date + $500000.00 + 05/01/2005 4= + + + NEW PSA EFF 3/05 $1658.44/MO +--------------------------------------------------------------------------+ PROFESSIONAL SERVICES AGREEMENT The City of Bremerton ("City") and Merchant Patrol Security Services, Inc. ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Services and Duties, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Services and Duties may be modified only pursuant to Section VII.G of this Agreement. If the Scope of Services and Duties provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant acknowledge that Consultant has been providing services described in Exhibit A since March 1, 2004 pursuant to that certain Professional Services Agreement dated April 1, 2004. The parties desire to continue these services and agree that the term of this Agreement shall commence on March 1, 2005 and will terminate on December 31, 2006, unless terminated earlier pursuant to this Agreement. III. Compensation: In consideration ofthe services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $1658.44 per month. Consultant shall bill for services at the hourly rate of $15.25 per hour and shall provide five (5) hours of security per day, Monday through Friday. This shall include vehicle patrols as set out in the scope of servIces. Consultant shall submit regular billing statements describing work performed and amount charged for security services. The descriptions shall conform to and fall within the categories set out in the Scope of Services. Upon receipt of a conforming billing statement, the City shall promptly process payment. Consultant shall not perform work beyond the Scope of Services and Duties, nor shall Consultant be compensated for such work, unless the Scope of Services and Duties or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance this Section. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Services and Duties and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to Merchants Patrol Security System Page I of? control the City's employees and other Consultants. None ofthe benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subj ect to RCW 4.24.115, then, in 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent ofthe Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. Merchants Patrol Security System Page 2 of? VI. Insurance: A. Responsibilities and Requirements. The Consultant shall provide professional liability or errors and omissions insurance and comprehensive general liability Insurance, including bodily injury and property damage, of at least $500,000 per occurrence. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing that coverage. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, and the automobile liability insurance policy as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. B. Automobile Liability Insurance: The Consultant shall provide Commercial Automobile Liability Insurance with limits no less than $500,000.00 combined single limit per accident for bodily injury, physical and property damages. Before beginning work on the proj ect described in this Agreement, the consultant shall provide a Certificate of Insurance evidencing that coverage. Automobile Liability Insurance policies shall be on an "occurrence" basis. Merchants Patrol Security System Page 3 of? -~ VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Olalla, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property ofthe City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Olalla, Washington and at the City Parking garage located at 4th and Washington in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Services and Duties, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. Merchants Patrol Security System Page 4 of? F. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City of Bremerton Attn: 345 Sixth Street, Suite 600 Bremerton, WA 98337-1873 Consultant Address Merchant Patrol Security Services, Inc. Attn: Dan Larson PO Box 964 Olalla, W A 98359 I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. J. Non-Waiver of Breach: The failure ofthe City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. K. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. N. Assignment: Any assignment of this agreement by Consultant without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by either Party upon thirty (30) days notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, Merchants Patrol Security System Page 5 of? and the non-performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion ofthe work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. CITY OF BREMERTON eG: By: Cary B!zeman its: Mayor Date: s- Jl:vOS MERCHANT PATROL SECURITY SERVICES, INC. --------- ~~ By: Dan Larson its: President Date: .5 - (-oS" o form: Merchants Patrol Security System Page 6 of? EXHIBIT A SCOPE OF SERVICES AND DUTIES A. SCOPE OF SERVICES Security personnel shall provide five (5) hours of security service at the Bremerton City garage per day, Monday through Friday. In addition, Consultant will provide two vehicle patrols through the City Garage during the weekdays and on the weekends between the hours of 2000 and 0400. B. DUTIES. ~ Patrol on foot and inspect all levels of the parking garage, the elevator, stairwells, pay boxes, and the outer perimeter. Report and log all incidents of theft or vandalism. ~ Maintain a daily activity log to be submitted to the City on a biweekly or monthly schedule. ~ Vary monitoring points and foot patrol routes heightening effectiveness of services. ~ Officers will change their times daily between the proposed hours stated (Example: Officer is to work 3 hours between 0800-1200. Officer arrives on the first day at 0835 and departs at 1135. Day two, the officer arrives at 0910 and departs at 1210). ~ Hand out written warning citations of "No Trespassing" to persons loitering within the City Parking garage who have no vehicle parked. .// ~ Maintain a catalog of names and photos of persons cited with "No Trespass" warnings. ~ Notify 911 upon viewing suspicious or criminal activity taking place when contacting a repeat offender of the "No Trespassing" citation, or in the event of an emergency. ~ Inspect parking lots and the building perimeter notifying the City when circumstances are out of the ordinary, i.e., burned out lights, missing or non-functioning fire extinguishers, excessive trash is in the lot, damage to spaces, signs, doors, gates, etc. ~ Look for vehicles left unlocked and/or with valuables in plain site and leave a courtesy message with tips to prevent car prowls and automobile theft. ~ Leave courtesy messages on vehicles with flat tires, dead batteries, relative suspicious incidents, or damage from criminal activity (vandalism or car prowls) with pertinent information to include; security services company contact information, date and time of the incident, observed situation, and information concerning law enforcement or emergency services as applicable. ~ Close the W ashington Avenue exterior stairway door and the Fifth Street exterior door after 1800 hours to control the entry points to the garage. ~ Lock and unlock the City Parking garage at designated times. ~ Be available for call outs when someone's vehicle has been locked in the parking garage. ~ All security personnel shall wear uniform apparel to maintain a professional appearance when on duty and to enhance authority. Merchants Patrol Security System Page 7 of? Enter Search Criteria, Press ESC Key to Transmit Press Del Key to Terminate Delete Mode + CHANGE Contract Transactions + Contract Number 4406 + +Vendor Name MERCHANT PATROL SERVICES INC +Subject SECURITY SERVICE - PARKING GARAGE +Department PW&U FACILITIES Status Code SVC Amount $21385.00 + Begin Date 12/01/2003  Insurance End Date 12/31/2004 Type Amount Review Date 11/01/2004  GL $500000.00 + Insurance Total $500000.00 + Insurance Review Date 05/01/2005 + + Comments + + PROFESSIONAL SERVICES AGREEMENT The City of Bremerton ("City") and Merchant Patrol Security Services, Inc. ("Consultant"), referred to collectively as the "Panics," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Services and Duties, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Services and Duties may be modified only pursuant to Section VII.H. of this Agreement. If the Scope of Services and Duties provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant acknowledge that Consultant has been providing services described in Exhibit A since December 1, 2003 pursuant to that certain Letter of Engagement dated December 1, 2003. The parties desire to continue these services and agree that the term of this Agreement shall commence on March 1, 2004 and will terminate on December 31, 2004, unless terminated earlier pursuant to this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $1,645 per month. Consultant shall bill for services at the hourly rate of $14.96 per hour and shall provide five (5) hours of security per day, Monday through Friday. Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Services. Upon receipt of a conforming billing statement, the City shall promptly process payment. Consultant shall not perform work beyond the Scope of Services and Duties, nor shall Consultant be compensated for such work, unless the Scope of Services and Duties or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance this Section. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Services and Duties and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to Bremerton/Merchant Patrol Security Services, Inc. Page 1 of 7 its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall provide professional liability or errors and omissions insurance and comprehensive general liability insurance, including bodily injury and property damage, of at least $500,000 per occurrence. Bremerton/Merchant Patrol Security Services, Inc. Page 2 of 7 Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing that coverage. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. Bremerton/Merchant Patrol Security Services, Inc. Page 3 of 7 All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Olalla, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Consultant to Maintain Records to Support Independent Consultant Status: On the effective date of this Agreement (or shortly thereafter), Consultant shall: 1. File a schedule of expenses with the Intemal Revenue Service for the type of business Consultant conducts; 2. Establish an account with the Washington State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a unified business identifier number from the State of Washington; and 3. Maintain a separate set of books and records that reflect all items of income and expenses of Consultant's business, all as described in the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by Consultant under this Agreement shall not give rise to an employer- employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Olalla, Washington and at the City Parking garage located at 4th and Washington in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Services and Duties, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. Bremerton/Merchant Patrol Security Services, Inc. Page 4 of 7 G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Consultant Address City of Bremerton Merchant Patrol Security Services, Inc. Attn: Attn: Don Larson 239 Fourth Street PO Box 964 Bremerton, WA 98337 Olalla, WA 98359 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by Consultant without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by either Party upon thirty (30) days notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, Bremerton/Merchant Patrol Security Services, Inc. Page 5 of 7 and the non-performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. CITY OF BREMERTON MERCHANT PATROL SECURITY  SERVICES, 1NC. By: Cart By:_ Don Larson its: Mayor its: President Date: 6/-,,2/~- O6/ Date: R:\LEGAL\Contracts\PUBLIC WORKS\Merchant Patrol Services - PSA.doc Bremerton/Merchant Patrol Security Services, Inc. Page 6 of 7 EXHIBIT A SCOPE OF SERVICES AND DUTIES A. SCOPE OF SERVICES Security personnel shall provide five (5) hours of security service coverage at the Bremerton City garage per day, Monday through Friday. In addition, Consultant will provide two vehicle patrols through the City Garage during the weekdays and on the weekends between the hours of 2000 and 0400. B. DUTIES. Patrol on foot and inspect alt levels of the parking garage, the elevator, stairwells, pay boxes, and the outer perimeter. Report and log all incidents of theft or vandalism. Maintain a daily activity log to be submitted to the City on a biweekly or monthly scheduled. Vary monitoring points and foot patrol routes heightening effectiveness of services. Officers will change their times daily between the proposed hours stated (Example: Officer is to work 3 hours between 0800-1200. Officer arrives on the first day at 0835 and departs at 1135. Day two, the officer anSves at 0910 and departs at 1210). Hand out written warning citations of "No Trespassing" to persons loitering within the City Parking garage who have no vehicle parked. Maintain a catalog of names and photos of persons cited with "No Trespass" warnings. Notify 911 upon viewing suspicious or criminal activity taking place when contacting a repeat offender of the "No Trespassing" citation, or in the event of an gmergency. Inspect parking lots and thc building perimeter notifying the City when circumstances are out of the ordinary, i.e., burned out lights, missing or non-functioning fire extinguishers, excessive trash is in the lot, damage to spaces, signs, doors, gates, etc. Look for vehicles left unlocked and/or with valuables in plain site and leave a courtesy message with tips to prevent car prowls and automobile theft. Leave courtesy messages on vehicles with fiat tires, dead batteries, relative suspicious incidents, or damage from criminal activity (vandalism or car prowls) with pertinent contact information, date/time, and the observed situation. Close the Washington Avenue exterior stairway door after 1800 hours to control the entry points to the garage. Lock and unlock the City Parking garage at designated times. Be available for call outs when someone's vehicle has been locked in the parking garage. Bremerton/Merchant Patrol Security Services, Inc. Page 7 of 7 +Enter Search Criteria, Press Esc Key to Transmit Press Del Key to Terminate Delete Mode CHANGE Contract Transactions Contract Number 4406 Vendor Name MERCHANT PATROL SERVICES INC :Subject SECURITY SERVICE - PARKING GARAGE ·Department PW&U FACILITIES iStatus Code SVC Amount $4935.00 Begin Date 12/01/2003 Insurance End Date 02/29/2004 Type Amount Review Date 02/15/2006 Insurance Total $0.00 Insurance Review Date Comments VAULT 01/01/2006 Mayor Car¥ Bozeman December 1, 2003 Dan Larson President Merchant Patrol Services, Inc. PO Box 964 Olalla, WA 98359 Re: Letter of Engagement Dear Mr. Larson: By this letter the City engages Merchant Patrol Services, Inc. (MPSS) for three months, from December 1, 2003 through February 28, 2004, to provide security service coverage at the Bremerton City garage as proposed in your letter of October 1, 2003 ("proposal") which is attached to this letter and its contents incorporated herein by reference. The City requires that you perform your duties as outlined in paragraph B of the Proposal. It is understood that your hourly rate is $14.96 per hour. We require 5 hours of security per day, Monday through Friday. MPSS will perform its duties as outlined in the first line of Table I - Schedule of proposed workweeks. The City will pay for these services in an amount not to exceed $1,645.00 per month. The City will not pay for any services in excess of this amount. MPSS represents that it is skilled in the matters addressed in the Proposal and is performing independent functions and responsibilities within its field of expertise. MPSS and its personnel are independent contractors and not employees of the City. MPSS and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants ofMPSS. MPSS will be solely and entirely responsible for its acts and for the acts of its agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, MPSS is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over MPSS or its personnel. Dan Larson, President December 1, 2003 Page 2 As an independent contractor, MPSS is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent mount, plus any additional charges arising from the delinquency, from any payments due MPSS. Indemnification: MPSS shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES MPSS'S WAIVER OF IM~ITY UNDER iNDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. Insurance MPSS shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by MPSS, its agents, representatives, employees, sub- consultants or sub-Consultants. MPSS shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $500,000 combined single limit per accident for bodily injury and property damage; and Dan Larson, President December 1, 2003 Page 3 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $500,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; and employer's liability; and Any payment of deductible or self insured retention shall be the sole responsibility of MPSS. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. The City reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. MPSS shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at MPSS's own risk, and MPSS shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Disputes This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. Assignment Any assignment of this agreement by the MPSS without the written consent of the City shall be void. Nondiscrimination MPSS shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. Dan Larson, Presidem December 1, 2003 Page 4 Termination This agreement will terminate on February 28, 2004 at 11:59 p.m., or at the will of either party upon 30 days written notice, whichever is earlier. If MPSS agrees to the above terms, please indicate MPSS's acceptance by signing below where indicated. If you have any questions or concerns, please contact Chris Mottner at 473-2316. Cary Bozeman Mayor Merchant Patrol Services, Inc. agrees to the above terms: Merchant Patrol Services, Inc. Its:BY:~