HomeMy WebLinkAboutContract CAG-18-102
CITY OF
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POLICE SERVICES AGREEMENT
THIS AGREEMENT, dated /tib Ay 3' , 2018, is by and between the City of Renton (the
"City"), a Washington municipal corporation, and Football Northwest LLC dba the Seattle
Seahawks (the "Seahawks"), a Washington limited liability company. The City and the Seahawks
are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties,
this Agreement is effective as of the last date signed by both parties.
1. Scope of Work: The City agrees to provide law enforcement and security services to the
Seahawks as specified in Exhibit A, which is attached and incorporated herein and may
hereinafter be referred to as the "Work." The Work is anticipated to consist of general
security services("General Security Services")and VIP escort security services("VIP Escort
Security Services").
2. Time of Performance: The City shall perform Work on an as-requested basis, as
determined by the Seahawks. The Seahawks shall provide the City with advanced notice
of a request for Work as follows: (1) For General Security Services, the Seahawks will
contact the Renton Police Department's Extra Duty Coordinator; (2) For VIP Escort
Security Services, the Seahawks will contact the Patrol Services Division Commander to
request Work. In both cases, the Seahawks will provide as much notice in advance as
possible to the City.
3. Compensation:
A. Amount. Compensation to the City for Work provided pursuant to this Agreement
shall be as set forth in Exhibit B, with total annual compensation not anticipated to
exceed $200,000. The rates set forth in Exhibit B reflect the off duty rates as set by
the City; the City reserves the right to adjust these rates at any time with 30 days'
notice to the Seahawks.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the City shall prepare a detailed invoice, including date
and description of what Work has been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel.
Additional fees incurred, necessary and agreed upon to perform Work will also be
included on the invoice, including but not limited to, administrative fee(s), vehicle
fee(s), and applicable toll fees. Payment shall be made by the Seahawks for Work
performed within thirty(30)calendar days after receipt and approval by the Seahawks
of the invoice.
C. Effect of City's Receipt of Payment. The City's receipt of payment for any part of the
Work shall not constitute a waiver by the City of any remedies it may have against the
Seahawks for any breach of this Agreement by the Seahawks.
4. Right to Refuse Work: Nothing in this Agreement shall be construed to interfere with the
rights of the City, in its capacity as a public law enforcement agency, or with the City's
officers, in their capacity as licensed law enforcement officers,to respond to requests for
law enforcement assistance. The City retains sole and exclusive discretion to respond to
requests for law enforcement assistance in such manner and to such extent, as the law
and their training may require and to refuse Work if it would interference with requests
for law enforcement assistance.
5. Termination:
A. The Parties reserve the right to terminate this Agreement at any time,with or without
cause by giving ten (10) calendar days' notice to the other party in writing.
B. In the event this Agreement is terminated by the Seahawks, the City shall be entitled
to payment for all Work performed to the effective date of termination, less all
payments previously made. This provision shall not prevent the City from seeking any
legal remedies it may have for the violation or nonperformance of any of the
provisions of this Agreement.
6. Record Maintenance:The Seahawks shall maintain accounts and records,which properly
reflect all Work received in the performance of this Agreement and retain such records
for as long as may be required by applicable Washington State records retention laws, but
in any event no less than six years after the termination of this Agreement.The Seahawks
agrees to provide copies of any records related to this Agreement as required by the City
to comply with the Washington State Public Records Act (Chapter 42.56 RCW), provided
that the Seahawks are not a state or local government agency subject to such law and
nothing herein shall be construed to make the Seahawks' unrelated business records
subject to the disclosure requirements of such law. The provisions of this section shall
survive the expiration or termination of this Agreement.
7. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, the Seahawks shall make a due diligent
search of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
the Seahawks believe said records need to be protected from disclosure, it may, at the
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Seahawks' own expense, seek judicial protection. The Seahawks shall indemnify, defend,
and hold harmless the City for all costs, including attorneys' fees, attendant to any claim
or litigation related to a Public Records Act request for which the Seahawks have
responsive records and for which it is determined by a court of applicable jurisdiction the
Seahawks wrongfully withheld records or information contained therein, or not provided
them to the City in a timely manner. The Seahawks shall produce for distribution any and
all records responsive and subject to the Public Records Act request in a timely manner,
unless those records are protected by court order. The parties acknowledge that the
Seahawks are not a state or local government agency subject to the Public Records Act
and nothing herein shall be construed to make the Seahawks' unrelated business records
subject to the disclosure requirements of such law. The provisions of this section shall
survive the expiration or termination of this Agreement.
8. Hold Harmless:The Seahawks agree to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Seahawks in the Seahawks' performance of this
Agreement or a breach of this Agreement by the Seahawks, except for that portion of the
claims caused by the City's sole negligence.
The City agrees to release, indemnify, defend, and hold harmless the Seahawks, its
employees, officers and representatives from any and all claims, demands, actions, suits,
causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities,taxes, losses,fines,fees, penalties, expenses, attorney's or attorneys'
fees,costs, and/or litigation expenses to or by any and all persons or entities, arising from,
resulting from, or related to the negligent acts, errors or omissions of the City in its
performance of this Agreement or a breach of this Agreement by the City, except for that
portion of the claims caused by the Seahawks' sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement,etc., of structure or improvement attached to real
estate...) 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
Seahawks and the City, its officers, officials, employees and volunteers, the City's liability
shall be only to the extent of the City's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute the Seahawks' waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
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have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
9. LIMITATION OF THE CITY'S LIABILITY: IF THE CITY IS LIABLE TO THE SEAHAWKS FOR ANY
MATTER ARISING FROM THIS AGREEMENT, WHETHER BASED UPON AN ACTION OR
CLAIM IN CONTRACT, NEGLIGENCE,OR OTHERWISE(INCLUDING ANY ACTION OR CLAIM
ARISING FROM AN ACT OR OMISSION, NEGLIGENT OR OTHERWISE, OF THE CITY), THE
AMOUNT OF DAMAGES RECOVERABLE AGAINST THE CITY SHALL NOT EXCEED THE
LESSER OF THE ACTUAL DAMAGES ALLOWED OR THE TOTAL AMOUNT PAID TO THE CITY
UNDER THIS AGREEMENT.
10. Police Authority. The limitations in Section 9 shall be inapplicable to the extent such
matter arose as a result of one or more officers having interrupted the provision of
General Security Services and VIP Escort Security Services in order to discharge law
enforcement public duties.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Seahawks shall not give a gift of any kind
to City employees or officials. The Seahawks also confirm that the Seahawks do not have
a business interest or a close family relationship with any City officer or employee who
was, is, or will be involved in negotiating or administering this Agreement.
12. Delays: The City is not responsible for delays caused by factors beyond the City's
reasonable control. When such delays beyond the City's reasonable control occur, the
Seahawks agree the City is not responsible for damages, nor shall the City be deemed to
be in default of the Agreement.
13. Successors and Assigns: Neither the City nor the Seahawks shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
14. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service.Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
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CITY OF RENTON SEAHAWKS
Commander Charles Karlewicz Director of Security, George
Renton Police Department Englebright
1055 South Grady Way 12 Seahawks Way
Renton, WA 98057 Renton, WA, 98056
Phone: (425) 430-7640 Phone: 1-888-635-4295
ckarlewicz@rentonwa.gov George E@seahawks.com
15. Non-Exclusivity: This is a non-exclusive agreement, and the City is free to provide its
Work to other entities, so long as there is no interruption or interference with the
provision of Work called for in this Agreement.
16. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and the Seahawks represent and warrant that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or the Seahawks.
B. General Administration and Management. The City's project manager is Commander
Charles Karlewicz. The Seahawks shall coordinate with the City's project manager
regarding this Agreement.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. Any exhibits/attachments to this Agreement are incorporated by reference
only to the extent of the purpose for which they are referenced within this
Agreement.To the extent a Seahawks-prepared exhibit conflicts with the terms in the
body of this Agreement or contains terms that are extraneous to the purpose for
which it is referenced, the terms in the body of this Agreement shall prevail and the
extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
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G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor.
H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or the Seahawks from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
[AGREEMENT CONTINUES ON THE NEXT PAGE.]
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N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON SEAHAWKS
By:
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Mayor Title: a.<<,—...z c f Tee, sec
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Date Date
Attest:
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Jas,,n A. Seth
C. y Clerk
Approved as to legal form:
Shane Moloney !�
Renton City Attorney
Contract Template Updated 07/19/2017[Non-standard,5-29-2018,LCC]
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EXHIBIT A: POLICE SERVICES
1. The City shall assign officers to perform General Security Services and VIP Escort
Security Services duties (collectively, the "Services"). The Services shall not extend to
duties and functions not allowed by the City, and the City's officers shall at all times be
subject to the control and direction of the City.
2. Each City officer performing Services shall dress in the standard law enforcement
uniform issued by the City, to include all necessary and required accoutrements that are
authorized by the City and customarily worn by officers, such as a registered firearm,
radio, vest, safety equipment, etc.
3. The Seahawks shall not exercise control over any City officer's enforcement of laws, and
City officers shall not enforce any rules and regulations that are not otherwise violations
of the law, as determined by the City officers and the City. City officers shall be subject
to, and shall abide by, all City and Renton Police Department rules and regulations as
well as complying with all local, state and federal laws.
4. City officers may, in their sole discretion, interrupt their provision of Services in order to
discharge their public duties as law enforcement officers and attend to emergencies and
other exigent circumstances outside the scope of this Agreement. Such interruption or
termination of Services shall not be considered a breach of this Agreement. The
Seahawks shall not be obligated to pay for and the City shall not charge fees for
activities performed after the City officer interrupts or terminates the provision of
Services. For administrative convenience, interruptions in Services for the purpose of
performing law enforcement activities shall be considered de minimis and may be
charged to the Seahawks whenever such interruption lasts less than fifteen (15)
minutes.
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EXHIBIT B: COMPENSATION RATES
Compensation for General Security Services
Per Officer, Per Hour
Cost $75.00
Compensation for VIP Escort Security Services
Per Officer Per Sergeant ("Sgt") Per Commander
("Cmdr")
Minimum 4-hour Actual officer Actual Sgt OT hourly Actual Cmdr OT
charge overtime ("OT") rate x 4 hours, PLUS hourly rate x 4 hours,
hourly rate x 4 hours, Fringe Rate PLUS Fringe Rate
PLUS Fringe Rate
Each additional hour Actual officer OT Actual Sgt OT hourly Actual Cmdr OT
after 4-hour hourly rate, PLUS rate, PLUS Fringe hourly rate, PLUS
minimum Fringe Rate Rate Fringe Rate
Fringe Rate 16.58% (The Fringe Rate is comprised of: Social Security (6.2%) +
Medicare (1.45%) + LEOFF (5.43%, plus 3.5%for State contribution).)
Vehicle Fee $40 per officer/sergeant/commander per game
Administrative Fee $50 per game
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