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HomeMy WebLinkAboutCAG2019-0263 - Original - Amazon, Inc. - Police Services - 11/22/2019KENT POLICE SERVICES AGREEMENTW^¡drñcr0r THIS AGREEMENT is made between the of Kent, a Washington municipal corporationCity(hereinafter "Kent"), and organized under the lawsof the State of Washing ton,ocated and doing busin ess at 21005 64th Ave S Kent, WA98032(hereinafter the "Contra ctor"). r. TERM 'AGREEMENT- FURTHER DEFINED - INCORPORATION OF ATTACHMENTSAND INSURANCE EXHIBTT. The term "Agreement" as used throughout this document shallmean this document, and any and all scope ıf servicesittachments fñereinafter ,.Attachments,,) which describe the scope of services to be performed. The AttachmeÀts are hereby incorporatedinto this Agreement by this reference. lt is recognized that the contractor may request policeservices on several occasíons, and therefore, wh¡lã this main Ágirã;.nt will only be signed onetime, there may be multiple Attachmentsto this Agreement. This Agreement shall be enforceablewith regard to each instance of work performed p-ursuant to each Altachment, In the event of aconflict between the terms of this Agreement and any Attachment, the terms of this Agreementshall prevail, The Insurance exhibit as required by section IX of this Agreement shall also be incorporated intothis Agreement as if set forth herein in full. rI' scoPE oF sERvrcEs' Contractor desires to utilize the services of a commissioned Kentpolice officer who will be dedícated to performing the services described in the Attachment(s) tothis Agreement. Police officers shall only be permitted to provide police-related services during the perFormance ofthe work called for herein, and contractor shall not ask or solicit such police offtcers to performwork that is not police-related. III. COST OF SERVICES AND PAYMENT A' Hourly Rate. contractor shall pay to the Kent Police Department a sum for eachhou.r of worked performed by a commissionéd police officer. The chief of police or his or herdesignee shall have the authority to determinä the hourly rate that will be specified in theAttachment, B' Four Hour Minimum Payment Requirement. There shall be a four (4) hourminimum payment required for each instance that a police officer f".for*r services under thisAgreement. Therefore, contractor shall be required to pay to Kent the greater sum of four (4)hours of work or the actual number of hours worked auring ...n lniiun." that a police officerperforms services. For example, if Contractor needs two (2i police officers to work on the sameday and at the same time for two (2) hours of work each, boniractor will be required-to þay rentfor four (4) hours for each police officer, for a total of eight (g) hours. If Contractor needs two(2) police offícers for six (6) hours each, contractor sha'it pâv'for r¡* Col hours for each policeofficer for a total of twelve (12) hours. C' Holiday Shifts and Shifts in Excess of Ten Hours. Shifts performed on holidaysshall be subject to an increased hourly rate that will be specified in the Attachment. Shifts that PoLIcE SERVICES AGREEMENT - 1 (Form versron: r/2016) last in excess of ten (10) hours will be subject to a higher hourly rate for all work performed inexcess of ten (10) hours. The hourly rate for work perfórmed ¡n excess of ten (10) hours may notbe specified in the Attachmertt, but will be approximately at a rate of one and one-half (1.S) timesthe regular hourly rate charged on that day. The contractor will be billed an¿ shàil pày tne ratefor work overten (10) hours even if not specifíed in the Attachmeni. D. Method and Time of Payment. Kent shall, within a reasonable time, submit a billto contractor for amounts owing for services performed. contractor shall, within fourteen (14)calendar days of receipt of such bill, pay the amount owing to Kent, nll payments shall be madeto the "City of Kent" and shall be delivered to: City of Kent Attn: Customer Services 220 Fourth Avenue South Kent, WA 98032 E' Late Payment Penalties. If contractor fails or neglects to pay any invoice withinthirty (30) calendar days from the date shown on the invoice iu tne ,.invoice date,,, a service 9l9tqç.of one percent (1olo) of the amount of the unpaid balance on the account or two dollars($2,00), whichever sum is greater,. will be imposed one (1) month from the date payment wasdue, and at the end of each succeeding monthly period, untiÍalt past Jue amounts are paid in full. Any invoice or service charge due under this Agreement and unpaid shall constitute a debtowed to Kent. Kent may, pursuant to Chapter 3,10 ıf me Kent CÍty éo¿e and Chapter 1g.16 ofthe Revised code of washington, use a coilection agency to collect outstanding debts, or it mayseek collection by court proceedings, which remedieÉ shall be in additiòn to all other remedies. At the discretion of the Chief of Police or his or her designee, services may not be providedto Contractors who have delinquent payments, IV' EMERGENCY INTERRUPTIONS IN SERVICE. Police officers performing services calledfor in this Agreement shall at all times be subject to the rules, ."gui"iions, and policies of Kentand jts Police Department, and shall be requireã to follow the oi¿erı of supervisors and commandstaff' Contractor understands that police officers performing servicãs pursuant to this Agreementmay, from time to tíme, be required to perform traditionãl police Oüt¡es for the benefít of thegreater public. Therefore, from time to time, police officers performing services for Contractormay be required to respond to emergencies and abandon the services being called for under thisAgreement. In the event of this occurrence, contractor shall not be relieved of providing fullpayment; provided, tlrat in the event the interruption lasts longer that one half of one hour (i.e.,more than thirty (30) continuous minutes), Kent and Contraðtor will agree to an amount of areduction in the costs of services to account for the police officer's time not performtng servicesunder this Agreement. V. INDEMNIFICATTON. A. General. Contractor shall defend, indemnify, and hold Kent, its officers, officials,employees, agents, and volunteers harmless frorrr any and atl claims, injuries, damages, losses,or suits, including all legal costs and attorney fees, arising out of o. in connection with Kent,sperformance of thìs Agreemetlt, except for that portion of thã injuries and damages caused by thesole negligence of Kent or its officers or employees. POLICE SERVICES AGREEMENT - 2 (Form V€rs¡on: 1/2016) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THEINDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S WAIVER OF iMMUNITYUNDER INDUSTRIAI IN-S!JßANç.E, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THISINDEMNIFICATION, THE PAR,TIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLYNEGOTIATED THIS WAIVER. B. Indemnification and the Public Duty Doctrine. Contractor understands that,pursuant to the legal doctritre in Washington called the "public duty doctrine," Kent, its police Department, and its officers and employees of the Kent políce Department, owe a general duty tothe public and not a specific cuty of protection or care to the Contractor. Contractor understandsthat by entering into tlris Agreenrettt, Lhe Police Department's and the police officer,s duties remainto the public in general, and neither Kent, its Police Deparlment, nor any of its offícers oremployees have a specific tluty of protection or care to the Contractor, its employees,subcontractors, and agents, or any of its guests, or other people on the premises of the Contractor.Moreover, neither Kent, its Police Department, nor any officer or employee of Kent guarantees, inany way, the safety of any person or proper[y as a result of the work perfoträ¿ under thisAgreement. In the event of injury to any persCIn or property, Contractor shail not assert that Kent,its Police Depaftment, or its police officer owed any special'duty to protect persons or property orprovide care for such persons or property or had any special ielationship with the ownei o,. änyother person to protect persons or property. This Agreement shall in no way create a duty forKent, its Police Department, or any of its officers or employees where none previously existed. Inthe event Kent is sued, and a cclurt determines that the public duty doctrine does not apply, or anexception to the public duty doctrine exists with relation to an injury to the person or ilãp"tty ofany employee, subcontractor, guest, or other person on the premiies of Cbntractor,'Contractorshall spe_cifically indemnify, hold harmless, and defend Kent, its Police Department, and each andevery officer and employee thereof to the full extent permitted by law. C. Survival. The provisions of this Section V shall survive the expiration or terminationof this Agreement ancl the obligations contained therein will continue to apply beyond the provisionof services called for in any Attachment, VI. PARTIES ARE INDEFENDENT. employee or agent of the other. The parties agree that neither shall be considered an VII' TERMINATION' ALTERATION, OR RESCHEDULING. In the event Kent is unable toobtain the services ol a Kent Police Officer to perform the services called for in the Agreement,Kent will contact Contractor, and advise Contractor that Kent is unable to perform th-e servicescalled for herein. Notice by way of telephone, email, writing, or in-person shall be adequate noticeof such cancellation of services, and Kent shall not be liable for ti-re cost of Contractor obtainÍngreplacement servìces, In the event Contractor must cancel, alter, or reschedule the services called for by this Agreement,Contractor must provide at least ten and one-half (10.5) hours advance notice to the police Department by contacting íts on-duty sergeant line at (253) 856-s840. A failure to cancel, alter,or reschedule at least ten anrj one-half (10,5) hours before-the servíces are called for shall resultin the Contractor paying the minimum four (4) hours of service provided for in Section III.B.above, regardless of whether such services are provided at a later ór rescheduled date and time. VIII. CONTRACTOR SHALL AETDE BY LAWS AND SHALL NOT DISCRIMXNATE. At AII tiMCSduring Kent's performance of this Agreement, Contractor shall abide by all laws and regulationsapplicable to Contractor's btrsiness. Moreover, Contractor shall not, by reason of race, religion,color, sex' age, sexual orierrtation, national origin, or the presence oi uny sensory, menta-¡, or POLICE SERVICES AGRËEMENT - 3 (Form versron: Lt2o16) physical disability, discriminate against any person in violation of any laws of the State of Washington or the United States. IX. INSURANCE. Cotrtractor shall at all times during Kent's performance of the services called for in this Agreement procure and maintain insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. X. CONTRACTOR'S BUSINESS PERFORMED AT ITS OWN RISK, Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, guests, and all persons on Contractor's property and invitees at all times when a police officer is performing servíCes pursuant to this Agreement. XI. MISCELLANEOUSPRCIVISIONS. A. Non-Waiver of Breach. The failure of Kent to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements, or options, and the same shall be and remain in full force and effect. B. Resolution of *isputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties aie unable to settle any dispute, difference, or claim arising from the parties'performance of this Agreement, the exclusive means of resolving that dispute, difference, or clairn, shall only be by filing suit exclusively under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolutioñprocess. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending orbringing such claim or lawsuit, including all appeals, in addition to any other recovery or awardprovided by law; prov.!dg_d, however, nothing ín this paragraph shall be construed to limít the Kent's right to indemnification under Section V.B. of this Agreement. C. Written Notice. All communications regarding this Agreement shall be sent to theparties at the addresses listed on the signature page of the Agreement, unless notified to thecontrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or cerlified mail, and shall be deemed sufficiently given ilsent to the addressee at the address stated in this Agreement or such other address as-may be hereafter specified in writing. D. Assignment. Any assignment of thìs Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreenrent shall continue in full force and effect and no further assignment shall be made without additional wrítten consent. E. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative ol Kent and Contractor. F. Entire Agreement, The written provisions and terms of this Agreement, together with any Exhibits or Attachments attached hereto or referenced herein, shall supersede all prior verbal statements of any officer or other representative of Kent, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this PoLIcE SERVICÊS AGREEMENT - 4 (Form versron: ttzot6) Agreement' All of the above document:.are hereby made a part of this Agreement. However,should any language in any of the Ëxhibits or Attaåhments to this Agreement conflict wíth anylanguage contained in tlris Agreement, the terms of this Agreement Ënail prevail, Fufther, therepresentative signing this Agreement on behalf of contractor swears and affirms that he or sheis authorized to enter into this Agreement on behalf of contractor and that action is binding onthe Contractor. G' compliance with Laws.. contractor agrees to comply with all federal, state, andmunicipal laws, rules, and regulations that are now efiective or ¡n the future become applicable tocontractor's business, equipment, and personnel engaged in operations couereú by thisAgreement or accruing out of the performance of those operations. H' counterparts. This Agreement may be executed in any number of counterparts,each of which shall coristitute arr original, ancl all of which will iojether constitute this oneAgreement, rN WTTNESS, the parties below execute this Agreement, which shall becomeeffective on the last date entered betow. By CONTRACTOR: ture) Print Name:Ma kett (tiUe) DATE: LtlZTl¿Afg_ NOTIC ES TO BE SENT TO: CONTRACTOR: Attn: Procurement Amazon.com BFI4 -*21005 64th A veS Kent, WA 9ü03?_ (253) 230-5784 (telephone) (facsimile) KENT: (signature) Print Name: Rafael padilla DATE: NOTICE S TO BE SENT TO: CITY OF KENT: By sgt.Matt Sta nsfield City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856- 5809 (retephone) (253) 8s6-6802 (facsimite) POLICE SERVICES AGREEMENT - 5 (Form Vers¡on: L/2O16)