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HomeMy WebLinkAboutJ & J Security & Transport - Security Services 6U � PERSONAL SERVICES CONTRACT BETWEEN THE CITY OF PASCO AND J & J SECURITY & TRANSPORT THIS CONTRACT is made and entered into by and between THE CITY OF PASCO, WASHINGTON, a municipal corporation, with its principal offices at 525 N. 3rd Street, Pasco, WA 99301 (hereinafter referred to as "CITY"), and J & J SECURITY AND TRANSPORT, with its principal offices at 2211 Camas, Richland WA 99352, (hereinafter referred to as "CONTRACTOR"). In consideration of the mutual benefits and covenants contained herein, the parties agree as follows: 1. DURATION OF CONTRACT The term of this Contract shall be I4IarCfl-1-6, 2004, through December 31, 2004. The CONTRACTOR shall complete all work by the time(s) specified herein, or, if no such time is otherwise specified, no later than the expiration date. 2. SERVICES PROVIDED CONTRACTOR will perform security services to maintain a safe work environment for CITY personnel, clients and public. CONTRACTOR may perform pat-down searches of individual entering the CITY facility, as the Security Officer deems appropriate to prevent weapons being brought into the facility. CONTRACTOR may consult with CITY regarding security and safety issues and concerns and suggest appropriate modifications. a. The CONTRACTOR, in the fulfillment of its service obligation to the CITY, shall supply personnel who qualify as police officers fully commissioned by the State of Washington. b. The CONTRACTOR agrees to provide its own labor and materials. Unless otherwise provided for in the Contract, no material, labor, or facilities will be furnished by the CITY. i �z ��e C. The CONTRACTOR shall perform the work specified in the Contract according to standard industry practice. d. The CONTRACTOR shall complete its work in a timely manner and in accordance with the schedule agreed by the parties. e. The CONTRACTOR shall confer with the CITY from time to time during the progress of the work. 3. CONTRACT REPRESENTATIVES Each party to this Contract shall have a contract representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: a. For CONTRACTOR: Joseph C Munday, Owner 2211 Camas Richland WA 99352 b. For CITY: Dot French, 1016 North 4th Avenue Pasco WA 99301 4. COMPENSATION For the services performed hereunder, the CONTRACTOR shall be paid based on the following schedule: 1 2 3 4 5 6 Descri tion Hourlv Dail Weeld Monthl Yearl Security / Flat rate 8:30 a.m. — 12:00 p.m. Monday — Friday Flat rate Flat rate Transportation $25.00 and 8:30 a.m. — 12:00 p.m. $4,062.50 $48,750.00 Officer 1 :00 p.m. - 5 :00 p.m. and $187.50 1 :00 p.m. - 5:00 p.m. $937.50 Mileage = $38/mile a. No payment shall be made for any work performed by the CONTRACTOR, except for work identified and set forth in this Contract. b. The CONTRACTOR will submit invoices to the CITY not more than once per month during the progress of the work for partial payment of the work completed to date. Invoices shall cover the time CONTRACTOR performed work for the CITY during the billing period. The CITY shall pay the CONTRACTOR for services rendered in the month following the actual delivery of work and will remit payment within thirty (10) days from the date of receipt. City of Pasco & W Security and Transport Page 2 C. The CONTRACTOR shall not be paid for services rendered under this Contract unless and until they have been performed to the satisfaction of the CITY. d. In the event the CONTRACTOR has failed to perform any substantial obligation to be performed by the CONTRACTOR under this Contract and such failure has not been cured within ten (10) days following notice from the CITY, the CITY may, in its sole discretion, upon written notice to the CONTRACTOR, withhold any and all monies due and payable to the CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. "Substantial" for the purposes of this Contract means faithfully fulfilling the terms of this Contract with variances only for technical or minor omissions or defects. e. Unless otherwise provided for in this Contract or any exhibits or attachments hereto, the CONTRACTOR will not be paid for any billings or invoices presented for services rendered prior to the execution of this Contract or after its termination. 5. AMENDMENTS AND CHANGES IN WORK a. In the event of any errors or omissions by the CONTRACTOR in the performance of any work required under this Contract, the CONTRACTOR shall make any and all necessary corrections without additional compensation. All work submitted by the CONTRACTOR shall be certified by the CONTRACTOR and checked for errors and omissions. The Contractor shall be responsible for the accuracy of the work, even if the work is accepted by the CITY. b. No amendment, modification or renewal shall be made to this Contract, unless set forth in a written Contract Amendment signed by both parties. Work under a Contract Amendment shall not proceed until the Contract Amendment is duly executed by the CITY. 6, HOLD HARMLESS AND INDEMNIFICATION a. The CONTRACTOR shall hold harmless, indemnify and defend the CITY, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages, and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the CONTRACTOR'S acts, errors or omissions in the performance of this Contract. PROVIDED, that the CONTRACTOR' S obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the CITY, its officers, officials, employees or agents. b. In any and all claims against the CITY, its officers, officials, employees and agents by any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any City of Pasco & J&J Security and Transport Page 3 I limitation on the amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the parties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws. By executing this Contract, the CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. C. The CONTRACTOR' S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR'S employees, agents or subcontractors. 7. INSURANCE a. Workers Compensation: CONTRACTOR shall comply with all State of Washington workers compensation statutes and regulations. Workers compensation coverage shall be provided for all employees of CONTRACTOR and employees of any subcontractor or sub-subcontractor. Coverage shall include bodily injury (including death) by accident or disease, which arises out of or in connection with the performance of this Contract. Except as prohibited by law, CONTRACTOR waives all rights of subrogation against the CITY for recovery of damages to the extent they are covered by workers compensation, employer's liability, commercial liability or commercial umbrella liability insurance. b. If CONTRACTOR, subcontractor, or sub-subcontractor fails to comply with all State of Washington workers compensation statutes and regulations and CITY incur fines or are required by law to provide benefits to or obtain coverage for such employees, CONTRACTOR shall indemnify the CITY. Indemnity shall include all fines, payment of benefits to CONTRACTOR or subcontractor employees, or their hens or legal representatives, and the cost of effecting coverage on behalf of such employees. Any amount owed to CITY by CONTRACTOR pursuant to the indemnity agreement may be deducted from any payments owed by CITY to CONTRACTOR for performance of this Contract. C. Commercial General Liability and Employers Liability Insurance: CONTRACTOR shall maintain commercial general liability coverage for bodily injury, personal injury and property damage, subject to limits of not less than one million dollars ($ 1 ,000,000) per occurrence. The general aggregate limit shall apply separately to this Contract and be no less than two million dollars ($ 1 ,000,000). City of Pasco & J&J Security and Transport Page 4 d. The CONTRACTOR will provide commercial general liability coverage, which does not exclude any activity to be performed in fulfillment of this Contract. Specialized forms specific to the industry of the CONTRACTOR will be deemed equivalent; provided, coverage will be no more restrictive than would be provided under a standard commercial general liability policy and will include contractual liability coverage. e. The insurance limits mandated for any insurance coverage required by this Contract are not intended to be an indication of exposure nor are they limitations on indemnification. f. The CONTRACTOR shall maintain all required policies in force from the time services commence until services are completed. Certificates, policies, and endorsements expiring before completion of services shall be promptly replaced. If the CONTRACTOR'S liability coverage is written as a claims made policy, then the CONTRACTOR must evidence the purchase of an extended reporting period or "tail" coverage for a three-year period after completion of the services required under this Contract. g. Verification of Coverage and Acceptability of Insurers: All insurance required under this CONTRACT shall be issued by companies admitted to do business within the State of Washington and have a current A.M. Best Rating of not less than A:VII. Any exception to this requirement must be reviewed and approved by the CITY' S Legal Offices. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policy must comply with Chapter 48. 15 RCW and 284-15 WAC. (1) The CONTRACTOR shall furnish the CITY with properly executed and unaltered accord form certificates of insurance or a signed policy endorsement which shall clearly evidence all required insurance within ten (10) days after the effective date of this Contract. The certificates will, at a minimum, list limits of liability and coverage. The certificates will provide that the underlying insurance contract will not be canceled or allowed to expire, except on thirty (30) days prior written notice to the CITY. Any certificate or endorsement limiting or negating the insurer's obligation to notify the CITY of cancellation or changes shall be altered so as not to negate the intent of this provision. (2) All written notices under this Section 7 and notice of cancellation or change of required insurance coverages shall be mailed to the CITY at the following addresses: Dot French 1016 North 4th Pasco, WA 99301 City of Pasco & J&J Security and Transport Page 5 (3) The CONTRACTOR or its broker shall provide a copy of any and all insurance policies specified in this Contract upon request of the CITY. (4) If CONTRACTOR is self-insured for worker's compensation coverage. If requested by CITY, CONTRACTOR must describe its financial condition and the self-insured funding mechanism. 81 TERMINATION a. The CITY may terminate this Contract in whole or in part whenever the CITY determine, in their sole discretion, that such termination is in the best interests of the CITY. The CITY may terminate this Contract by giving ten ( 10) days written notice by certified mail to the CONTRACTOR. In that event, the CITY shall pay the CONTRACTOR for all costs incurred by the CONTRACTOR in performing the Contract up to the date of such notice. Payment shall be made in accordance with the Compensation Section of this Contract. b. In the event that funding for this proj ect is withdrawn, reduced or limited in any way after the effective date of this Contract, the CITY may summarily terminate this Contract notwithstanding any other termination provision in this Contract. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by CITY to the CONTRACTOR. After the effective date, no charges incurred under this Contract shall be allowed. C. If the CONTRACTOR breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by the CITY, the CITY may terminate this Contract, in which case the CITY shall pay the CONTRACTOR only for the costs of services accepted by the CITY, in accordance with the Compensation Section of this Contract. Upon such termination, the CITY, at its discretion, may obtain performance of the work elsewhere, and the CONTRACTOR shall bear all costs and expenses incurred by the CITY in completing the work and all damage sustained by the CITY by reason of the CONTRACTOR' S breach. 9. ASSIGNMENT, DELEGATION AND SUBCONTRACTING a. The CONTRACTOR shall perform the terms of the Contract using only its bona fide employees or agents. However, the obligations and duties of the CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the CITY. b. The CONTRACTOR warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. City of Pasco & J&J Security and Transport Page 6 10. NON-WAIVER OF RIGHTS The parties agree that the excuse or forgiveness of performance, or waiver of any provision(s) of this Contract does not constitute a waiver of such provision(s) or future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Contract at a later time. 11 . INDEPENDENT CONTRACTOR a. The CONTRACTOR'S services shall be furnished by the CONTRACTOR as an independent contractor and not as an agent, employee or servant of the CITY. The CONTRACTOR specifically has the right to direct and control CONTRACTOR'S own activities in providing the agreed services in accordance with the specifications set out in this Contract. b. The CONTRACTOR acknowledges that the entire compensation for this Contract is set forth in Section Five of this Contract, and the CONTRACTOR is not entitled to any CITY benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to CITY employees. C. The CONTRACTOR shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, agent, or representative of the CONTRACTOR shall be or deem to be or act or purport to act as an employee, agent, or representative of the CITY. d. CONTRACTOR shall pay for all taxes, fees, licenses, or payments required by federal, state or local law, which are now or may be enacted during the term of this Contract. e. The CONTRACTOR agrees to immediately remove any of its employees or agents from their assignment to perform services under this Contract upon receipt of a written request to do so from the CITY' S contract representative or designee. 12. COMPLIANCE WITH LAWS a. The CONTRACTOR shall comply with all applicable Federal, State and local laws and pertinent WACs and RCWs. b. In case of conflict or inconsistency between the aforementioned, the higher standard of compliance shall prevail. City of Pasco & J&J Security and Transport Page 7 13. OTHER PROVISIONS The CONTRACTOR shall comply with the following other provisions for all services provided under this contract. a. Background Check/Criminal History (1 ) CONTRACTOR shall be required to conduct background check/criminal history clearance for all employees, subcontractors, and/or volunteers who may or will have regular access to any client. (2) In addition, the CONTRACTOR may also be required to conduct background check/criminal history clearance for employees, subcontractors, and/or volunteers, who may or will have limited access to any client. 14, INSPECTION OF BOOKS AND RECORDS The CITY may, at reasonable times, inspect the books and records of the CONTRACTOR relating to the performance of this Contract. The CONTRACTOR shall keep all fiscal books, records, documents, and other material relevant to this contract in accordance with WAC 388-805-320 and the WAC Implementation Guide as reflected in Exhibit "A", Section VII, "Records Retention". 15, NONDISCRIMINATION The CONTRACTOR, its assignees, delegates, or subcontractors shall not discriminate against any person in the performance of any of its obligations hereunder on the basis of race, color, creed, religion, national origin, age, sex, marital status, veteran status, or the presence of any disability. 16, OWNERSHIP OF MATERIALS/WORKS PRODUCED a. All reports, all forms of electronic media, and data and documents produced in the performance of the work under this Contract shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the CITY. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. The CITY agrees that if it uses any materials prepared by the CONTRACTOR for purposes other than those intended by this Contract, it does so at its sole risk and it agrees to hold the CONTRACTOR harmless therefrom to the extent such use is not agreed to in writing by the CONTRACTOR. b. An electronic copy of all word processing documents shall be submitted to the CITY upon request or at the end of the job using Microsoft WORD. City of Pasco & J&J Security and Transport Page 8 17. PATENT/COPYRIGHT INFRINGEMENT The CONTRACTOR shall hold harmless, indemnify and defend the CITY, its officers, officials, employees and agents, from and against any claimed action, cause or demand brought against the CITY, where such action is based on the claim that information supplied by the CONTRACTOR or subcontractor infringes any patent or copyright. The CONTRACTOR shall be notified promptly in writing by the CITY of any notice of such claim. 18. DISPUTES Differences between the CONTRACTOR and the CITY, arising under and by virtue of this Contract, shall be brought to the attention of the CITY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the CONTRACTOR shall be decided by the CITY' S Contract Representative or designee. All rulings, orders, instructions and decisions of the CITY'S Contract Representative shall be final and conclusive, subject to CONTRACTOR'S right to seek judicial relief. 19. CONFIDENTIALITY The CONTRACTOR, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the CITY or acquired by the CITY in performance of this Contract, except upon the prior written consent of the CITY or an order entered by a CITY of competent jurisdiction. The CONTRACTOR shall promptly give the CITY written notice of any judicial proceeding seeking disclosure of such information. 20. CHOICE OF LAW JURISDICTION AND VENUE a. This Contract has been and shall be construed as having been made and delivered within the state of Washington, and it is agreed by each party hereto that this contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. b. Any action at law, suit in equity, or judicial proceeding arising out of this Contract shall be instituted and maintained in Franklin County, Washington, and the prevailing party shall be entitled to its reasonable attorney fees and costs as additional judgment. 21 . SUCCESSORS AND ASSIGNS The CITY, to the extent permitted by law, and the CONTRACTOR each bind themselves, their partners, successors, executors, administrators, and assigns to the other party to this Contract and to the partners, successors, administrators, and assigns of such other party in respect to all covenants to this Contract. City of Pasco & J&J Security and Transport Page 9 22. SEVERABILITY a. If a court of competent juri sdiction holds any part, term or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. b. If it should appear that any provision of this Contract is in conflict with any statutory provision of the state of Washington, said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provision. 23. ENTIRE AGREEMENT The parties agree that this Contract is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Contract are specifically excluded. 24. NOTICES Any notices shall be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in the Contract Representatives Section of this Contract. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three days following the date of mailing or immediately, if personally served. For service by facsimile, service shall be effective at the beginning of the next working day. The parties have caused this Agreement to be signed as follows: i CONTRACTOR CITY O"ASCO — oseph unday, Owner Gary Crut f ld, City Manager J&J Security and Transport 0 7/ ur/ Flo V 1 � lizo DATE DATE City of Pasco & J&J Security and Transport Page 10